A-Mark Precious Metals
Annual Report 2020

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36347 A-MARK PRECIOUS METALS, INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 11-2464169 (IRS Employer I.D. No.) 2121 Rosecrans Ave. Suite 6300 El Segundo, CA 90245 (Address of principal executive offices)(Zip Code) (310) 587-1477 (Registrant’s Telephone Number, Including Area Code) Securities registered under Section 12(b) of the Exchange Act: Title of each class Common Stock, $0.01 par value Trading Symbol(s) AMRK Name of each exchange on which registered NASDAQ Global Select Market Securities registered under Section 12 (g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes. ☐ No. ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes. ☐ No. ☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes. ☑ No. ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such les). Yes. ☑ No. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer ☐ ☑ Accelerated filer Smaller reporting company Emerging growth company ☐ ☑ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has led a report on and attestation to its management’s assessment of the effectiveness of its internal control over nancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting rm that prepared or issued its audit report. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes. ☐ No. ☑ Aggregate market value of registrant’s common stock held by non-affiliates of the registrant on December 31, 2019, based upon the closing price of Common Stock on such date as reported by NASDAQ Global Select Market, was approximately $37,549,522. Shares of common stock known to be owned by directors and executive officers of the Registrant subject to Section 16 of the Securities Exchange Act of 1934 are not included in the computation. No determination has been made that such persons are “affiliates” within the meaning of Rule 12b-2 under the Exchange Act. As of September 4, 2020, the registrant had 7,035,089 shares of common stock outstanding, par value $0.01 per share. Table of Contents PART I PART II PART III PART IV Exhibit Index Signatures A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES ANNUAL REPORT ON FORM 10-K For the Year Ended June 30, 2020 TABLE OF CONTENTS Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 10. Item 11. Item 12. Item 13. Item 14. Description of Business Risk Factors Unresolved Staff Comments Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Consolidated Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Directors, Executive Officers and Corporate Governance Executive Compensation Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Certain Relationships and Related Transactions, and Director Independence Principal Accountant Fees and Services Item 15. Exhibits and Financial Statement Schedules 2 Page 3 10 21 21 21 21 22 23 24 48 49 98 98 99 100 100 100 100 100 101 102 104 Table of Contents ITEM 1. DESCRIPTION OF BUSINESS Overview PART I — FINANCIAL INFORMATION A-Mark, also referred to (together with its subsidiaries) as "we", "us" and the "Company", is a full-service precious metals trading company. It is a wholesaler of gold, silver, platinum, and palladium bullion and related products, including bars, wafers, grain, and coins. A-Mark also: • • • • • • distributes gold and silver coins and bars from sovereign and private mints; provides financing and other services relating to the purchase and sale of bullion and numismatics; offers secure storage for precious metal products; provides our customers a platform of turn-key logistics services; provides a variety of custom fabricated gold and silver bullion and other specialty products through sovereign and private mint suppliers and its mint operations; and sells to and purchases from the retail community through our Direct Sales segment. A-Mark believes it has one of the largest customer bases in each of its markets and provides one of the most comprehensive offerings of products and services in the precious metals trading industry. Our customers include mints, manufacturers and fabricators, refiners, coin and bullion dealers, e- commerce retailers, banks and other financial institutions, commodity brokerage houses, industrial users of precious metals, investors, collectors, and retail customers. We serve customers on five continents, with over 10% of our customers located outside the United States. A-Mark believes its businesses largely function independently of the price movement of the underlying commodities. However, factors such as global economic activity or uncertainty and inflationary trends, which affect market volatility, have the potential to impact demand, volumes, and margins. History A-Mark was founded in 1965 and has grown into a significant participant in the bullion and coin market. A-Mark became a wholly-owned subsidiary of Spectrum Group International, Inc. ("SGI") in 2005. In March 2014, SGI distributed all of the shares of common stock of A-Mark to its stockholders, effecting a spinoff of A-Mark from SGI. As a result of this distribution, which we refer to as the spinoff, the Company became a publicly traded company independent from SGI. Over the years, A-Mark has been steadily expanding its products and services. In 1986, A-Mark became an authorized purchaser of gold and silver bullion coins struck by the United States Mint. Similar arrangements with other sovereign mints followed, so that by the early 1990s, A-Mark had (and continues to have) relationships with all major sovereign mints offering bullion coins and bars internationally. In 2005, the Company launched Collateral Finance Corporation ("CFC"), a wholly-owned subsidiary, for the purpose of making secured loans primarily collateralized by bullion and numismatic material. CFC has been steadily expanding the value of its aggregate loan portfolio and number of its customers. CFC has achieved its growth through both loan origination and acquisitions of loan portfolios purchased from wholesale customers of A-Mark. The Company opened an overseas office in Vienna, Austria in 2009, for the purpose of marketing A-Mark's goods and services in the international markets. The office operates through A-Mark Trading AG ("AMTAG"), a wholly-owned subsidiary of the Company. In 2012, the Company formed Transcontinental Depository Services, LLC. ("TDS"), a wholly-owned subsidiary, for the purpose of providing customers with turn-key global storage solutions for their precious metals and precious metal products. In July 2015, the Company launched its Las Vegas-based logistics fulfillment center, A-M Global Logistics, LLC. ("AMGL" or "Logistics"), a wholly-owned subsidiary, for the purpose of providing our customers a platform of complementary services, including packaging, shipping, handling, receiving, processing, and inventorying of precious metals and custom coins on a secure basis. In August 2016, the Company formed a joint venture, AM&ST Associates, LLC. ("AMST"), with SilverTowne, L.P., an Indiana-based fabricator of silver bullion products, for the purpose of acquiring and operating SilverTowne, L.P.'s minting business unit ("SilverTowne Mint" or the "Mint"). We own a majority interest in AMST. Since the formation of AMST, the Company has invested 3 Table of Contents in minting equipment and fabrication tools to expand output capabilities, increase production efficiencies and improve product quality, and has leveraged the Mint’s fabrication capabilities and coin die portfolio to expand our custom coin programs, as well as to introduce new custom products for individual customers. In August 2017, the Company acquired substantially all of the assets of Goldline, LLC, a direct retailer of precious metals to the investor community, and now conducts those operations through its subsidiary Goldline, Inc. ("Goldline"). Goldline LLC. was formed in 1960 and became well- known to collectors and investors for its world-wide distribution of gold, silver, and platinum bullion coins and bars, in part, due to its television, radio, and internet marketing and customer service outreach programs which have historically led to a significant base of repeat customers. Since our acquisition, Goldline has expanded its product offerings, improved its delivery times, and provided additional financing options to its customers Also, Goldline has initiated a customer service program to re-engage with Goldline LLC's inactive customers and has invested in technological solutions to reduce the cost of its customer service outreach programs. Furthermore, Goldline has implemented a scaled marketing approach to better align with varying levels of market demands, and has consolidated the predecessor-company's trading, hedging, distribution, and customer service functions within A-Mark. In May 2018, the Company formed AM IP LLC. ("AMIP"), a wholly owned subsidiary of Goldline, for the purpose of managing certain intellectual property (“IP”). The IP assets managed by AMIP include customer lists and a sales lead data base that was contributed by Goldline. In September 2018, the Company formed AM Capital Funding, LLC. (“AMCF”), a wholly owned subsidiary of CFC, for the purpose of issuing and administering privately placed notes, which are collateralized by secured loans (contributed from CFC) and bullion product (purchased from A- Mark). The notes were Secured Senior Term Notes (collectively, the "Notes"): Series 2018-1, Class A in the aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B in the aggregate principal amount of $28.0 million. The Class A Notes bear interest at a rate of 4.98% and the Class B Notes bear interest at a rate of 5.98%. The Notes have a maturity date of December 15, 2023. In the fourth quarter of 2019, Goldline entered into a joint venture agreement with one of the Company's related parties to form Precious Metals Purchasing Partners, LLC, ("PMPP"), a 50% owned subsidiary, primarily for the purpose of purchasing precious metals from the partners' retail customers for resale back into the market place. PMPP was capitalized in fiscal 2019 and commenced operations in fiscal 2020. Metals purchased by the joint venture will be sold to the partners or their affiliates per terms of the joint venture agreement. Business Strategy Through strategic relationships with its customers and suppliers and vertical integration across its markets, A-Mark seeks to grow its business volume, expand its presence in non-U.S. markets around the globe, and enlarge its offering of complementary products and services. A-Mark seeks to continue its expansion by building on its strengths and what it perceives to be its competitive advantages. These include: • • • • • • • • • • • integrated operations that span trading, distribution, logistics, minting, storage, hedging, financing, and consignment products and services; an extensive and varied customer base that includes banks and other financial institutions, coin dealers, collectors, private investors, retail customers, investment advisors, industrial manufacturers, refiners, sovereign and private mints, and mines; ability to offer secured financing to customers; secure storage and turn-key logistic services for precious metals products; access to primary market makers, suppliers, refiners and government mints that provide a dependable supply of precious metals and precious metal products; minting operations which produce bullion and custom coins, allowing for a ready response to changing market demands; ability to design and fabricate proprietary silver products for customers; the largest precious metals dealer network in North America; depository relationships in major financial centers around the world; experienced traders who effectively manage A-Mark's exposure to commodity price risk; and a strong management team, with over 100 years of collective industry experience. 4 Table of Contents Business Segments The Company conducts its operations through three reportable segments: (i) Wholesale Trading & Ancillary Services, (ii) Secured Lending, and (iii) Direct Sales. Each of these reportable segments represents an aggregation of operating segments that meets the aggregation criteria set forth in the Segment Reporting Topic 280 of the FASB Accounting Standards Codification (“ASC”). (See Note 18 of the Notes to Consolidated Financial Statements.) Wholesale Trading & Ancillary Services A-Mark operates through several business units that comprise the Wholesale Trading & Ancillary Services segment, including Industrial, Coin and Bar, Trading and Finance, Storage, Logistics, and Mint. Industrial. Our Industrial unit sells gold, silver, platinum, and palladium to industrial and commercial users. Customers include coin fabricators such as mints and industrial manufacturers, encompassing electronics and component parts companies and refiners. Depending on the intended usage, the metals are either investment or industrial grade and are generally in the form of bars or grains. Coin and Bar. Our Coin and Bar unit deals in over 200 different products, including gold and silver coins from around the world and gold, silver, platinum and palladium bars and ingots in a variety of weights, shapes and sizes. Our customers include coin and bullion dealers, banks and other financial institutions, commodity brokerage houses, manufacturers, investors, investment advisors, and collectors who qualify as “eligible commercial entities” and “eligible contract participants,” as those terms are defined in the Commodity Exchange Act. We are an authorized distributor (and, in the case of the United States Mint, an authorized purchaser) of gold and silver coins for all of the major sovereign mints and various private mints. The sovereign mints include the United States Mint, the Australian (Perth) Mint, the Austrian Mint, the Royal Canadian Mint, the China Mint, Banco de Mexico, the South African Mint (Rand Refinery) and the Royal Mint (United Kingdom). We purchase and take delivery of coins from the mints for resale to coin dealers, financial institutions, and other qualified purchasers. Our distribution and purchase agreements with the mints are non-exclusive, and may be terminated by the mints at any time, although in practice our relationship with the mints are long-standing, in some cases, as with the U.S. Mint, extending back for over 20 years. In some cases, we have developed exclusive products with sovereign and private mints for distribution through our dealer network. In our Industrial and Coin and Bar units, orders are taken telephonically and on an electronic trading platform that can be accessed by qualified wholesale customers at www.amark.com. Pricing is generally based on screen quotes for bullion transactions in the spot market, with two-day settlement, although special pricing and extended settlement terms are also available. For example, a customer can leave an order with A-Mark to purchase at a specified price below the current market price or an order to sell at a specified price above the current market price. Almost all customers in these units take physical delivery of the precious metal. Product is shipped upon receipt of payment, except where the purchase is financed under credit arrangements between A-Mark and the customer. We have relationships with precious metal depositories around the world to facilitate shipment of product from our inventory to these customers, in many cases for next day delivery. Product may either be shipped to the customer's location or delivered to a depository or other storage facility designated by the customer. The Company also periodically loans metals to customers on a short-term consignment basis, and may charge interest fees based on the value of the metals loaned. Such metal inventories are removed at the time the customers elect to price and purchase the metals, and the Company records a corresponding sale and receivable. Trading and Finance. Our Trading and Finance units engage in commodity hedging as well as borrowing and lending transactions in support of our Industrial and Coin and Bar units. The Trading unit hedges the commodity risk on A-Mark's inventory in order to protect A-Mark from market price fluctuations. A-Mark maintains relationships with major market-makers and multiple futures brokers in order to provide a variety of alternatives for its hedging needs. Our traders employ a combination of future and forward contracts to hedge our market exposure. Because it seeks to substantially hedge its market exposure, A-Mark believes that its business largely functions independently of the price movements of the underlying commodities. Through its hedging activities, A-Mark may also earn contango yields, in which futures price are higher than the current spot prices, or backwardation yields, in which futures prices are lower than the spot prices. A-Mark also offers precious metals price quotes in a number of foreign currencies. 5 Table of Contents Our Finance unit engages in precious metals borrowing and lending transactions and other customized financial transactions with or on behalf of our customers and other counterparties. These arrangements range from simple hedging structures to complex inventory finance arrangements and forward purchase and sale structures, tailored to the needs of our customers. Storage. Our Transcontinental Depository Services LLC. ("TDS") subsidiary provides storage solutions for precious metals and numismatic coins for financial institutions, dealers, investors and collectors worldwide. TDS contracts on behalf of our clients with independent secure storage facilities in the United States, Canada, Europe, Singapore and Hong Kong, for either fully segregated or allocated storage. We assist our clients in developing appropriate storage options for their particular requirements, and we manage the operational aspects of the storage with the third party facilities on our clients' behalf. TDS’s marketing efforts are conducted both in partnership with A-Mark, including though its dedicated website www.tdsvaults.com. Logistics. Our A-M Global Logistics LLC. ("Logistics") subsidiary, located in Las Vegas, Nevada, supports our wholesale trading business by providing a significant amount of the secured storage and shipping and delivery services that had historically been outsourced to third-party depositories in their various locations. By consolidating those operations into one central location under our control, we have reduced our dependence on third-party service providers while enhancing quality control and reducing operating costs. Logistics also provides turn-key logistics services to our customers engaged in the retail business. We provide these customers hedging, inventory handling, packaging, storage, and drop-shipping services. AMTAG. Our A-Mark Trading AG. ("AMTAG") subsidiary promotes the Company's products and services to international markets. Mint. In August 2016, the Company formed AMST, a joint venture with SilverTowne, L.P., an Indiana-based producer of minted silver. AMST acquired the entire minting operations (referred to as SilverTowne Mint or the "Mint" business unit) of SilverTowne, L.P., with the goal of providing greater product selection to our customers and greater pricing stability within the supply chain, as well as to gain increased access to fabricated silver products during volatile market environments. Since the acquisition, A-Mark has leveraged SilverTowne Mint’s fabrication capabilities and coin-die portfolio to expand its custom coin programs, as well as to introduce new custom products for individual customers. As of June 30, 2020, the Company and SilverTowne, L.P. owned 69% and 31%, respectively, of AMST. (See Note 19 of the Notes to Consolidated Financial Statements.) The Mint markets the products it produces at www.silvertowne.com. Secured Lending The Company operates its Secured Lending segment through its wholly-owned subsidiary, CFC, which in turn owns AMCF. CFC and AMCF have been operating since fiscal years 2005 and 2019, respectively. CFC is a California licensed finance lender that originates and acquires commercial loans secured by bullion and numismatic coins. CFC's customers include coin and precious metal dealers, investors, and collectors. As of June 30, 2020, the aggregate balance of CFC's secured loans was approximately $63.7 million. The balance is comprised of approximately 39.1% of loans acquired from third-parties and approximately 60.9% of loans originated by CFC. AMCF is a special purpose entity whose sole activity consists of operating, owning, and financing indenture assets. AMCF Notes are primarily payable from, and secured by, (i) precious metals obtained by AMCF, (ii) a portfolio of loans collateralized by precious metals, which loans were originated by either CFC or acquired by CFC from third parties and conveyed by CFC to AMCF, and (iii) cash. The indenture requires AMCF to maintain a specified level of collateral. The indenture also provides that AMCF’s assets are not to be commingled with those of CFC or A-Mark (or any affiliate) and that AMCF is to maintain separate books and records. General. The secured loans that CFC issues consist of on-demand loans and loans with a term of three months to 364 days, with a typical term of approximately six months. Repayment of the loans can be made at any time without penalty. Because the loans are of relatively short duration, CFC does not have significant exposure to interest rate fluctuations, even in a rising interest rate environment. Loans carried by CFC range in size from $15,000 to $10.0 million. All loans are fully secured by bullion or numismatics coins (or in rare cases, by other acceptable collateral.) TDS, on behalf of CFC, takes physical custody of the coins or bullion collateralizing the loans. CFC requires loan-to-value ("LTV") ratios of between 50% and 85%. LTV ratio refers to the principal amount of the loan divided by the liquidation value of the collateral, as conservatively estimated by CFC for numismatic loans and based on daily spot market prices for bullion loans. The LTV ratio varies with the nature of the collateral, with CFC requiring, for example, a higher LTV ratio for bullion than for rare coins. If, because of fluctuations in the market price of the pledged collateral, the LTV ratio on a loan increases above a prescribed maximum ratio, typically 85%, CFC can make a margin call on the loan. If the borrower does not meet the margin call, either by wiring payment or supplying additional 6 Table of Contents collateral, CFC is authorized to sell the collateral, which it does through its A-Mark affiliates. Because of its conservative lending and collateral monitoring practices, CFC has never experienced losses of principal on its loans. Origination Activity. CFC's origination activities are complementary to the Company’s coin and bullion businesses, and afford our customers a convenient means of financing their inventory or collections. CFC also attempts to leverage the worldwide storage capabilities of its TDS affiliate by offering clients TDS’s asset protection services in connection with the loans. CFC’s marketing efforts for its origination activity are conducted both in partnership with A-Mark, particularly with respect to dealers, and independently, including though its dedicated website www.cfcgoldloans.com. Interest rates on loans originated by CFC are determined based on current market conditions, borrower profile and type or mix of collateral. CFC also offers a variety of custom loan services to its origination clients, including renewal options, options to increase loan size, financing arrangements tailored to facilitate participation in numismatic auctions, and revolving loan arrangements. CFC services the loans that it originates. Acquisition Activity. CFC also acquires portfolios of loans secured by bullion and numismatics coins from third party originators. The loans acquired by CFC are sold subject to customary representations and warranties for loan portfolios of this type, and must comply with CFC’s criteria for quality of collateral, LTV ratio, term and interest rate. Upon acquisition of a loan portfolio, CFC takes physical possession of the collateral securing the loans. In the event that a loan is non-performing, the collateral will typically be liquidated by A-Mark on behalf of the originator in order to retire the loan. Typically, loan portfolios acquired by CFC are serviced by the originator for a fee. Financing Activity. CFC has historically financed its loan origination and acquisition activity primarily through A-Mark's demand line of credit with a syndicate of several financial institutions. The Notes, issued by AMCF in September 2018, have provided an additional source of funding for CFC's loan originations and acquisitions of loan portfolios from third parties. Direct Sales The Company operates its Direct Sales segment through two business units: Direct-to-Client Sales and Buy-Back Purchases. Direct-to-Client Sales. Goldline is a direct retailer of precious metals to the investor community. Goldline markets its precious metal products on television, radio, and the internet, as well as through telephonic sales efforts, particularly to Goldline’s repeat customers. Online orders are taken on an electronic trading platform that can be accessed by qualified retail customers at www.goldline.com. Goldline expands the Company’s distribution capabilities by adding a direct-to-client distribution channel and diversifies the products and services offered to Goldline customers by providing them access to the Company’s wider assortment of precious metal coins and bars, as well as TDS’s storage and asset protection services. Goldline customers are required to open an account with Goldline and enter into an account agreement. The agreement specifies the terms and conditions of purchase and explains the availability of certain programs and services offered by Goldline to its customers. Buy-Back Purchases. Goldline, through its 50%-owned subsidiary PMPP, acquires precious metals from retail customers (known as "buy-back purchases") in order to diversify its supply chain of product offerings and prices for its affiliates. Liquidity Our business depends substantially on our ability to obtain financing for our operations. Sources of cash generated from operating activities include receipts upon the sales of precious metals, and cash collected from interest payments on secured loans. Sources of cash provided by financing activities are our uncommitted line of credit, fixed interest rate notes, and other structured financing products. The Company’s line of credit provides it with the liquidity to buy and sell billions of dollars of precious metals annually. As of June 30, 2020, A- Mark's uncommitted line of credit that provides access up to $270.0 million, featuring a $220.0 million base with a $50.0 million accordion option, is used to fund a substantial portion of the operations of the Company. In addition, the Company issued fixed rate notes in September 2018 with an aggregate principal amount of $100.0 million, having a maturity of December 2023. The proceeds upon issuance of the notes were used to fund the acquisition of CFC's secured loans and other operating activities. The Company also generates funds from other finance products that include product financing arrangements with customers, whereby the Company sells its inventory with an option to repurchase, and through precious metal borrowing and leasing arrangements with its suppliers. 7 Table of Contents Market Making Activity We act as a principal market maker, maintaining a two-way market for buying and selling precious metals. This means we both sell product to and purchase product from our customers. Inventory We maintain a substantial inventory of bullion and coins in order to provide our customers with selection and prompt delivery. We acquire product for our inventory in the course of our trading activities with our customers, directly from government and private mints, mines, and refiners and from commodities brokers and dealers, privately and in transactions on established commodity exchanges. A-Mark’s precious metals inventories are subject to market value changes created by change in the underlying commodity price, as well as supply and demand of the individual products the Company trades. Our inventory is marked-to-market daily for accounting and financial reporting purposes, except for a relatively insignificant amount of inventory that is accounted for at lower of cost or net realizable value. A-Mark’s policy is to remain substantially hedged as to its inventory position and its individual sale and purchase commitments. A-Mark seeks to minimize the effect of price changes of the underlying commodity through the use of financial derivative instruments, such as forward and futures contracts. Sales and Marketing We market our products and services to our wholesale customers primarily through our offices in El Segundo, California, and Vienna, Austria, our websites, and our dealer network, which we believe is the largest of its kind in North America. The dealer network consists of over 800 independent precious metal and coin companies, with whom we transact on a non-exclusive basis. The arrangements with the dealers vary, but generally the dealers acquire product from us for resale to their customers. In some instances, we deliver bullion to the dealers on a consignment basis. We also participate from time to time in trade shows and conventions, at which we promote our products and services. As a vertically integrated precious metals company, a key element of our marketing strategy is being able to cross-sell our products and services to customers within our various business units. Consistent with the marketing strategy for our wholesale customers, we market our secured loan products and services to customers primarily through our dealer network and by participating in trade shows and conventions. We market our products and services to our retail customers primarily through our office in Los Angeles, California. The Company reaches its retail investor customer base on television, radio, and the internet, as well as through telephonic sales efforts. Operational Support The Wholesale Trading & Ancillary Services segment maintains administrative and operational support related to its trading, hedging, and finance product operations at its headquarters in El Segundo, California. We believe that our existing administrative and operational support infrastructure has the capacity to scale up with our business activities. We store our inventories of bullion and numismatics at third party depositories in major financial centers around the world and at our facility in Las Vegas, Nevada. The Secured Lending segment also maintains administrative support at its headquarters in El Segundo, California for the processing of its originated loans, including billing of interest, managing margin calls, and tracking of precious metal collateral. However, for the processing administration of loans that are acquired from a third-party (usually a customer of A-Mark), customer invoices are typically processed by the originating dealer of the loan portfolio, through a servicing arrangement, for a fee based on the interest rate charged to the end-consumer. The operational support (specifically, the collateral custody and security) is managed by our logistics business unit. Additionally, A-Mark provides funds to CFC to purchase additional bullion and numismatic secured loans. The Direct Sales segment maintains administrative and operational support at its office in Los Angeles, California for originating and processing its retail orders. The Company's Trading, Finance, and Logistics business units provide supporting services such as hedging and order fulfillment. With a third party software developer, we have created a proprietary trading program, referred to as the Metals Trading System ("MTS"). Through MTS we are able to input, process, track and document our trading activity, including complex hedging and similar transactions. Additionally, with the objective of improving transactional ease and efficiency, we have developed and implemented web-portal processing ordering systems that operate 24- hours, 7-days per week. A-Mark's web-portal processes orders from pre-approved wholesale customers; Goldline's web-portal processes retail customer orders that are below a certain dollar amount; and CFC's web-portal processes secured loan applications. 8 Table of Contents Supplier and Customer Concentrations A-Mark buys a majority of its precious metals from a limited number of suppliers. The Company believes that other suppliers are available and would provide similar products on comparable terms. In addition, through the Company's Mint business unit, it has the capabilities to design and mint silver custom bullion coins to respond to changing market demands. For the year ended June 30, 2020, the Company had two customers comprising more than 10% of our revenues. (See Note 17 of the Notes to Consolidated Financial Statements.) The Company's largest customers generally have significant forward contract sales activity (as opposed to those customers with whom we principally have physical trading activity), which are entered to hedge the Company's commodity holding risks, and not for speculative purposes. Competition A-Mark's activities cover a broad spectrum of the precious metals industry, with a concentration on the physical market. We service public, industrial, and private sector consumers of precious metals which include industrial manufacturers, refiners, minting facilities, banks, brokerage houses, and private investors. We frequently face different competitors in each area, and it is not uncommon for a customer and/or a supplier in one market segment to be a competitor in another. Our Secured Lending segment's market is believed to have limited direct competition. We believe factors, including access to capital, secure storage facilities, bullion and numismatic expertise, and other related services and offerings, provide us a competitive advantage in the marketplace. Our Direct Sales' market environment is highly competitive and highly concentrated with a significant number of active loyal customers. We seek to expand product and service offerings to increase our customer base. Our competitors may offer more favorable pricing or services considered to be superior to ours. Trading Seasonality While our precious metals trading business is not seasonal, we believe it is directly impacted by the perception of market trends and global economic activity. Historically, higher levels of demand for precious metals are brought on during periods of macroeconomic uncertainty. Typically, factors that impact such uncertainty and correlate with a higher level of demand for precious metals include: volatility in the equity markets, increases in rates of inflation, and devaluation of the U.S. dollar. Employees As of June 30, 2020, we had 220 employees, with 218 located in North America, and two located in Europe; all except five of these employees were considered full-time employees. We regard our relations with our employees as good. Corporate Information A-Mark was founded in 1965 as a New York corporation. In January 2014, the Company was reincorporated in Delaware. Our executive offices are located at 2121 Rosecrans Avenue, Suite 6300, El Segundo CA 90245. Our telephone number is (310) 587-1477, and our website is www.amark.com. Through this website, we make available, free of charge, all of our filings with the Securities and Exchange Commission ("SEC"), including those under the Exchange Act of 1934, as amended ("Exchange Act"). Such reports are made available on the same day that they are electronically filed with, or furnished to, the SEC. In addition, copies of our Code of Business Conduct and Ethics for Employees, Code of Business Conduct and Ethics for Senior Financial and Other Officers, and Code of Business Conduct and Ethics for Directors are available through our website, along with other information regarding our corporate governance policies. Geographic Information See Note 18 of the Notes to Consolidated Financial Statements for information about Company's geographic operations. 9 Table of Contents ITEM 1A. RISK FACTORS Risks Relating to Our Business Generally Our business is heavily dependent on our credit facility. Our business depends substantially on our ability to obtain financing for our operations. The Trading Credit Facility (as further described and defined below) provides the Company with the liquidity to buy and sell billions of dollars of precious metals annually. The Trading Credit Facility is an uncommitted demand facility provided by a syndicate of financial institutions (the “Trading Credit Lenders”), and is currently scheduled to mature on March 26, 2021. A-Mark routinely uses funds drawn under the Trading Credit Facility to purchase metals from its suppliers and for operating cash flow purposes. Our CFC subsidiary also uses the funds drawn under the Trading Credit Facility to finance its lending activities. Pursuant to the terms of the Trading Credit Facility, each Trading Credit Lender may, at any time in its sole discretion (subject to certain notice requirements), decline to make loans to us. If we are unable to access funds under the Trading Credit Facility, we may be limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs. The Trading Credit Facility requires us to maintain certain financial ratios and to comply with various operational and other covenants. Upon the occurrence of an event of default under the Trading Credit Facility that was not cured or waived pursuant to the terms of the Trading Credit Facility, the Trading Credit Lenders could elect to declare all amounts outstanding under the Trading Credit Facility to be due and payable immediately. Further, Trading Credit Lenders holding 50% or more of the indebtedness under the Trading Credit Facility may require us to repay all outstanding indebtedness under the Trading Credit Facility at any time, even if we are in compliance with the financial and other covenants under the Trading Credit Facility. We cannot assure you that our assets or cash flow would be sufficient to fully repay borrowings under our outstanding debt instruments, including the Trading Credit Facility, upon demand or acceleration, or at maturity, or that we would be able to refinance or restructure the payments under the Trading Credit Facility. The failure of A-Mark to renew or replace the Trading Credit Facility under such circumstances would reduce the financing available to us and could limit our ability to conduct our business, including the lending activity of our CFC subsidiary. There can be no assurance that we could procure replacement financing on commercially acceptable terms on a timely basis, or at all. We have pledged a significant portion of our assets as collateral under the Trading Credit Facility, and if we were unable to repay the amounts outstanding thereunder, the administrative agent under the Trading Credit Facility could proceed against the collateral granted to secure such indebtedness. We are subject to fluctuations in interest rates based on the variable interest terms of the Trading Credit Facility and we may not be able to pass along to our customers and borrowers some or any part of an increase in the interest that we are required to pay under the Trading Credit Facility. Amounts under the Trading Credit Facility bear interest based on one month LIBOR plus (i) 2.50% for revolving credit line loans and (ii) 4.50% for loans extended in excess of the then-available revolving credit line. The LIBOR was approximately 0.16% as of June 30, 2020. Uncertainty about the future of LIBOR may adversely affect our business. Borrowings under our revolving credit agreement bear interest at rates that are calculated based on LIBOR. On July 27, 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calibration of LIBOR to the administrator of LIBOR after 2021. The announcement indicates that the continuation of LIBOR in its current form cannot be assured after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. In the United States, the Alternative Reference Rates Committee (the “ARRC”) has proposed the Secured Overnight Financing Rate (“SOFR”) as an alternative to LIBOR for use in contracts that are currently indexed to United States dollar LIBOR, and has proposed a paced market transition plan to SOFR. It is not presently known whether SOFR or any other alternative reference rates that have been proposed will attain market acceptance as replacements of LIBOR. 10 Table of Contents The Company utilizes its Trading Credit Facility to purchase and finance precious metals and for operating cash flow purposes. Effective as of March 27, 2020, the Trading Credit Facility was amended to include contingency provisions for the discontinuation of LIBOR. Under these provisions, the Company and the administrative agent for the facility may jointly select an alternative benchmark rate, giving due consideration to recommendations of replacement rates by governmental bodies and prevailing market conventions. Although alternative reference rates have been proposed, it is unknown whether these alternative reference rates will attain market acceptance as replacements of LIBOR. If, as currently anticipated, LIBOR is replaced by alternative rates, the method and rate used to calculate our variable-rate debt in the future, particularly under our Trading Credit facility, may result in interest rates and/or payments that are higher than, lower than, or that do not otherwise correlate over time with the interest rates and/or payments that would have been made on our obligations if LIBOR was available in its current form. Because arrangements for the anticipated replacement of LIBOR have not yet been finalized, the potential effect of the replacement of LIBOR on our cost of capital, financial results, and cash flows cannot yet be determined. We could suffer losses with our financing operations. We engage in a variety of financing activities with our customers: • • • • • Receivables from our customers with whom we trade in precious metal products are effectively short-term, non-interest bearing extensions of credit that are, in certain cases, secured by the related products maintained in the Company’s possession or by a letter of credit issued on behalf of the customer. On average, these receivables are outstanding for periods of between 8 and 9 days. The Company operates a financing business through CFC that makes secured loans at loan-to-value ratios—principal loan amount divided by the liquidation value, as conservatively estimated by management, of the collateral—of, in most cases, 50% to 85%. These loans are both variable and fixed interest rate loans, with some maturities on-demand and others from three to twelve months. We make advances to our customers on unrefined metals secured by materials received from the customer. These advances are limited to a portion of the materials received. The Company makes unsecured, short-term, non-interest bearing advances to wholesale metals dealers and government mints. The Company periodically extends short-term credit through the issuance of notes receivable to approved customers at interest rates determined on a customer-by-customer basis. Our ability to minimize losses on the credit that we extend to our customers depends on a variety of factors, including: • • • our loan underwriting and other credit policies and controls designed to assure repayment, which may prove inadequate to prevent losses; our ability to sell collateral upon customer defaults for amounts sufficient to offset credit losses, which can be affected by a number of factors outside of our control, including (i) changes in economic conditions, including as a consequence of the current COVID-19 pandemic, (ii) increases in market rates of interest and (iii) changes in the condition or value of the collateral; and the reserves we establish for loan losses, which may prove inadequate. CFC may in certain circumstances be required to repurchase loans that it has securitized. CFC has entered into a securitization financing whereby it has transferred, and may continue from time to time to transfer, to its subsidiary AMCF loans secured by precious metal coins or bullion. AMCF has issued 4.98% Class A Notes due 2023 and 5.98% Class B Notes due 2023 which are secured by these loans and related assets. While the notes are not recourse to the Company or CFC, CFC is required to provide certain warranties concerning the loans and the security interest in the metals collateral securing the loans. In the event the warranties made with respect to any loan are breached and the breach materially and adversely affects the interests of the noteholders, CFC is required to either cure the breach or repurchase the loan within specified a timeframe. If CFC were to default on its repurchase obligations, this could materially adversely affect the business of CFC, and could adversely affect the Company’s future ability to access the credit markets. 11 Table of Contents CFC and the Company have exposure to the performance of AMCF. Regulation RR of the SEC requires the sponsor of an asset-backed securitization transaction, or certain of its affiliates, to retain an economic interest in the transaction. In compliance with this rule, CFC retained the equity interest in AMCF and the Company currently holds $5.0 million of Class B Notes, which are subordinated to the Class A Notes. In addition, CFC and the Company may, from time to time, also contribute cash or sell precious metals to AMCF in exchange for subordinated, deferred payment obligations from AMCF. If the performance of AMCF were to suffer such that AMCF were unable to service its notes, CFC and the Company could lose part or all of their investments in AMCF. Under the terms of the servicing arrangements for the precious metals loan securitization, CFC may be required to liquidate the collateral securing securitized loans, even if this would impair relationships with its customers. CFC is the servicer for the loans transferred to AMCF in the securitization transaction. If, under certain circumstances, the equity levels of the obligors on particular loans falls below a specified level and those obligors fail to pay in additional equity, CFC is required to liquidate the metals collateral securing those loans within a specified time period. CFC does not have the flexibility to defer or refrain from the liquidation, even if CFC were to determine that it would be in its best interests to do so. This requirement could impair valuable relationships that the Company may otherwise have with its customers whose loans have been securitized. Our business is dependent on a concentrated customer base. One of A-Mark's key assets is its customer base. This customer base provides deep distribution of product and makes A-Mark a desirable trading partner for precious metals product manufacturers, including sovereign mints seeking to distribute precious metals coinage or large refiners seeking to sell large volumes of physical precious metals. Two customers represented 23.4% of A-Mark's revenues for the year ended June 30, 2020. The same two customers represented 33.4% of A-Mark's revenues for the year ended June 30, 2019. If our relationships with these customers deteriorated, or if we were to lose these customers, our business would be materially adversely affected. The loss of a government purchaser/distributorship arrangement could materially adversely affect our business. A-Mark’s business is heavily dependent on its purchaser/distributorship arrangements with various governmental mints. Our ability to offer numismatic coins and bars to our customers on a competitive basis is based on the ability to purchase products directly from a government source. The arrangements with the governmental mints may be discontinued by them at any time. The loss of an authorized purchaser/distributor relationship, including with the U.S. Mint could have a material adverse effect on our business. The materials held by A-Mark are subject to loss, damage, theft or restriction on access. A-Mark has significant quantities of high-value precious metals on site, at third-party depositories and in transit. There is a risk that part or all of the gold and other precious metals held by A-Mark, whether on its own behalf or on behalf of its customers, could be lost, damaged or stolen. In addition, access to A-Mark’s precious metals could be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Although we maintain insurance on terms and conditions that we consider appropriate, we may not have adequate sources of recovery if our precious metals inventory is lost, damaged, stolen or destroyed, and recovery may be limited. Among other things, our insurance policies exclude coverage in the event of loss as a result of terrorist attacks or civil unrest. In addition, with the establishment of our Logistics facility and the transfer of our wholesale storage operations from third party depositories to that facility, we are assuming greater potential liability for any loss suffered in connection with the stored inventory. Among other things, our insurance, rather than the third-party depository’s, is now the primary risk policy. While we believe we have adequate insurance coverage covering these operations, in the event of any loss in excess of our coverage, we may be held liable for that excess. Our business is subject to the risk of fraud and counterfeiting. The precious metals (particularly bullion) business is exposed to the risk of loss as a result of “materials fraud” in its various forms. We seek to minimize our exposure to this type of fraud through a number of means, including third-party authentication and verification, reliance on our internal experts and the establishment of procedures designed to detect fraud. However, there can be no assurance that we will be successful in preventing or identifying this type of fraud, or in obtaining redress in the event such fraud is detected. 12 Table of Contents Our business is influenced by political conditions and world events. The precious metals business is especially subject to global political conditions and world events. Precious metals are viewed by some as a secure financial investment in times of political upheaval or unrest, particularly in developing economies, which may drive up pricing. The volatility of the commodity prices for precious metals is also likely to increase in politically uncertain times. Conversely, during periods of relative international calm precious metal volatility is likely to decrease, along with demand, and the prices of precious metals may retreat. Because our business is dependent on the volatility and pricing of precious metals, we are likely to be influenced by world events more than businesses in other economic sectors. Our business could be adversely affected by the COVID-19 pandemic. On March 11, 2020, the World Health Organization announced that infections of COVID-19 had become pandemic, and on March 13, the U.S. President declared a national emergency on account of the spread of the disease in the United States. The COVID-19 outbreak has caused significant disruption in the financial markets both globally and in the United States, and has severely constricted the level of economic activity worldwide. While there have been certain positive effects of the market reaction to the outbreak on our business, as precious metals prices have experienced increased volatility resulting in enhanced pricing spreads and improved profitability, we cannot tell how long these effects will continue or predict their future magnitude. The disruption in the financial markets has also had, and could in the future, have adverse effects on our businesses, including the following: • • • • We maintain facilities for our clients’ and our own precious metal and numismatic inventories, where we receive and store these products and from which we make shipments for physical settlement in our trading activity. We have implemented strict procedures at these facilities to ensure social distancing and minimize the risk of infected personnel. Nonetheless, there can be no assurance that we will not experience an outbreak of infection at these facilities, which could necessitate their closure or the curtailment of their activity. We engage in transactions with numerous financial counterparties. If these parties were to experience significant financial reversals, for example as a result of investments in sectors that have suffered severe downturns as a result of the COVID-19 pandemic, these parties may be unable to comply with their financial obligations to us, may cease transacting business with us or could curtail or terminate the credit that they extend to us. While we deal with a significant number of counterparties, we nonetheless have concentration in our customer base, with 23.4% of our revenues in the year ended June 30, 2020 being attributable to two customers. To the extent that the COVID-19 pandemic were to materially and adversely affect the financial condition of customers responsible for a material portion of our revenues, our business could be correspondingly impaired. We require a regular supply of newly minted coins and other numismatics in the conduct of our coin and bar and retail Goldline businesses. We conduct the AMST joint venture, which supplies a portion of our requirements for silver products. We are also dependent on the production of gold and silver mints around the world for the supply of the majority of our product requirements. A number of mints, and refineries that supply gold and silver for the mints, have reduced the capacity of their operations during the COVID-19 crisis, and as a result we have recently experienced periods when precious metals products were unavailable to us. The uncertainty regarding the availability of coin and other products could make it difficult for us to commit to future delivery, could make it more difficult for us to forecast and plan for our coin and bar operations and could otherwise adversely impact this aspect of our business. We rely on specialized, armored vehicles provided by third party commercial services to transport precious metals and numismatics to and from our customers and from the mints and our other suppliers. If these vehicles were deemed essential to other customers in the current crisis, such that we were unable to obtain adequate use of the vehicles, our ability to make physical settlement of our trading activity, to provide storage services to our customer, and to obtain necessary inventory would be curtailed and could be suspended entirely. We have significant operations outside the United States. We derive a significant portion of our revenues from business outside the United States, including from customers in developing countries. Business operations outside the U.S. are subject to political, economic and other risks inherent in operating in foreign countries. These include risks of general applicability, such as the need to comply with multiple regulatory regimes; trade protection measures and import or export licensing requirements; and fluctuations in equity, revenues and profits due to changes in foreign currency exchange rates. Currently, we do not conduct substantial business with customers in developing countries. However, if our business in these areas of the world were to increase, we would also face risks that are particular to developing countries, including the difficulty of enforcing agreements, collecting receivables, protecting inventory and other assets through foreign legal systems, limitations on the repatriation of earnings, currency devaluation and manipulation of exchange rates, and high levels of inflation. 13 Table of Contents We try to manage these risks by monitoring current and anticipated political, economic, legal and regulatory developments in the countries outside the United States in which we operate or have customers and adjusting operations as appropriate, but there can be no assurance that the measures we adopt will be successful in protecting the Company’s business interests. We are dependent on our key management personnel and our trading experts. Our performance is dependent on our senior management and certain other key employees. We have employment agreements with Greg Roberts, our CEO, and Brian Aquilino, our COO, which both expire on June 30, 2023, and Thor Gjerdrum, our President, which expires on June 30, 2022. These and other employees have expertise in the trading markets, have industry-wide reputations, and perform critical functions for our business. We cannot offer assurance that we will be able to negotiate acceptable terms for the renewal of the employment agreements or otherwise retain our key employees. Also, there is significant competition for skilled precious metals traders and other industry professionals. The loss of our current key officers and employees, without the ability to replace them, would have a materially adverse effect on our business. We are focused on growing our business, but there is no assurance that we will be successful. We expect to grow both organically and through opportunistic acquisitions. We have devoted considerable time, resources and efforts over the past few years to our growth strategy. We may not be successful in implementing our growth initiatives, which could adversely affect our business. Liquidity constraints may limit our ability to grow our business. To accomplish our growth strategy, we will require adequate sources of liquidity to fund both our existing business and our expansion activity. Currently, our main sources of liquidity are the cash that we generate from operations, our borrowing availability under the Trading Credit Facility and the proceeds from our securitization transaction through AMCF. There can be no assurance that these sources will be adequate to support the growth that we are hoping to achieve or that additional sources of financing for this purpose, in the form of additional debt or equity financing, will be available to us, on satisfactory terms or at all. Also, the Trading Credit Facility contains, and any future debt financing is likely to contain, various financial and other restrictive covenants. The need to comply with these covenants may limit our ability to implement our growth initiatives. We expect to grow in part through acquisitions, but an acquisition strategy entails risks. We expect to grow in part through acquisitions. We will consider potential acquisitions of varying sizes and may, on a selective basis, pursue acquisitions or consolidation opportunities involving other public companies or privately held companies. However, it is possible that we will not realize the expected benefits from our acquisitions or that our existing operations will be adversely affected as a result of acquisitions. Acquisitions entail certain risks, including: unrecorded liabilities of acquired companies that we fail to discover during our due diligence investigations; difficulty in assimilating the operations and personnel of the acquired company within our existing operations or in maintaining uniform standards; loss of key employees of the acquired company; and strains on management and other personnel time and resources both to research and integrate acquisitions. We expect to pay for future acquisitions using cash, capital stock, notes and/or assumption of indebtedness. To the extent that our existing sources of cash are not sufficient to fund future acquisitions, we will require additional debt or equity financing and, consequently, our indebtedness may increase or shareholders may be diluted as we implement our growth strategy. Our Logistics depository is subject to authorization. Our Trading Credit Lenders have approved our Logistics facility as an authorized depository. If that approval were to be withdrawn for any reason, we would no longer be able to keep inventory at that location, which would substantially limit our ability to conduct business from that facility. We are subject to laws and regulations. We are subject to various laws, litigation, regulatory matters and ethical standards, and our failure to comply with or adequately address developments as they arise could adversely affect our reputation and operations. Our policies, procedures and practices and the technology we implement are designed to comply with federal, state, local and foreign laws, rules and regulations, including those imposed by the SEC and other regulatory agencies, the marketplace, the banking industry and foreign countries, as well as responsible business, social and environmental practices, all of which may change from time to time. Significant legislative changes, including those that relate to employment matters and health care reform, could impact our relationship with our workforce, which could increase our expenses and adversely affect our operations. In addition, if we fail to comply with applicable laws and regulations or implement responsible business, social and environmental practices, we could be subject to damage to our reputation, class action 14 Table of Contents lawsuits, legal and settlement costs, civil and criminal liability, increased cost of regulatory compliance, restatements of our financial statements, disruption of our business and loss of customers. Any required changes to our employment practices could result in the loss of employees, reduced sales, increased employment costs, low employee morale and harm to our business and results of operations. In addition, political and economic factors could lead to unfavorable changes in federal and state tax laws, which may increase our tax liabilities. An increase in our tax liabilities could adversely affect our results of operations. We are also regularly involved in various litigation matters that arise in the ordinary course of business. Litigation or regulatory developments could adversely affect our business and financial condition. There are various federal, state, local and foreign laws, ordinances and regulations that affect our trading business. For example, we are required to comply with the Foreign Corrupt Practices Act and a variety of anti-money laundering and know-your-customer rules in response to the USA Patriot Act. The SEC has promulgated rules mandated by the Dodd-Frank Act regarding disclosure, on an annual basis, of the use of tin, tantalum, tungsten and gold, known as conflict minerals, in products manufactured by public companies. These rules require due diligence to determine whether such minerals originated from the Democratic Republic of Congo (the "DRC") or an adjoining country and whether such minerals helped finance the armed conflict in the DRC. The Company has concluded that it is not currently subject to the conflict minerals rules because it is not a manufacturer of conflict minerals under the definitions set forth in the rules. Depending on developments in the Company’s business, it could become subject to the rules at some point in the future. In that event, there will be costs associated with complying with these disclosure requirements, including costs to determine the origin of gold used in our products. In addition, the implementation of these rules could adversely affect the sourcing, supply and pricing of gold used in our products. Also, we may face disqualification as a supplier for customers and reputational challenges if the due diligence procedures we implement do not enable us to verify the origins for the gold used in our products or to determine that the gold is conflict free. CFC operates under a California Finance Lenders License issued by the California Department of Business Oversight. CFC is required to submit a finance lender law annual report to the state which summarizes certain loan portfolio and financial information regarding CFC. The Department of Business Oversight may audit the books and records of CFC to determine whether CFC is in compliance with the terms of its lending license. In addition, the Commodity Futures Trading Commission and other federal and state agencies may assert oversight over aspects of CFC's operations. There can be no assurance that the regulation of our trading and lending businesses will not increase or that compliance with the applicable regulations will not become more costly or require us to modify our business practices. Changes in U.S. tax law could adversely affect our business and financial condition. The laws, rules, and regulations dealing with U.S. federal, state, and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock. In recent years, many changes have been made to applicable tax laws and changes are likely to continue to occur in the future. The Tax Cuts and Jobs Act, or the TCJA, was enacted in 2017 and made significant changes to corporate taxation, including the reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, the limitation of the tax deduction for net interest expense to 30% of adjusted taxable income (except for certain small businesses), the limitation of the deduction for net operating losses from taxable years beginning after December 31, 2017 to 80% of current year taxable income and the elimination of net operating loss carrybacks generated in taxable years ending after December 31, 2017 (though any such net operating losses may be carried forward indefinitely), tax incentive which allows U.S. corporations that earn income from qualifying sale, lease, or license of goods and services abroad in the form of a foreign derived intangible income (“FDII”) deduction which effectively taxes FDII at an effective rate of 13.125%, and the modification or repeal of many business deductions and credits. In addition, on March 27, 2020, President Trump signed into law the “Coronavirus Aid, Relief, and Economic Security Act” or the CARES Act, which included certain changes in tax law intended to stimulate the U.S. economy in light of the COVID-19 coronavirus outbreak, including temporary beneficial changes to the treatment of net operating losses, interest deductibility limitations, and payroll tax matters. 15 Table of Contents It cannot be predicted whether, when, in what form, or with what effective dates, new tax laws may be enacted, or regulations and rulings may be enacted, promulgated or issued under existing or new tax laws, which could result in an increase in our tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof. One or more states or municipalities could assert that the Company is liable for sales and use, commerce, or similar type of taxes, which could adversely affect our business. In South Dakota v. Wayfair, Inc. et al ("Wayfair"), the U.S. Supreme Court ruled that states may charge tax on purchases made from out-of-state sellers, even if the seller does not have a physical presence in the taxing state. The effect of Wayfair was to uphold economic nexus principles in determining sales and use tax nexus. As a result of the decision, most states have adopted laws that require an out-of-state retailer to register and collect sales and use or other non-income type taxes upon meeting certain economic nexus standards regardless of whether the company has physical presence in the state. Although the Company believes it is complying with these new requirements, our interpretation and application of the newly enacted legislation may differ from the states, which could result in the states' attempt to impose additional tax liabilities, including potential penalties and interest. Furthermore, the requirements by state or local governments on out-of-state sellers to collect sales and use taxes could deter futures sales, which could have an impact on our business, financial condition, and results of operations. We operate in a highly competitive industry. The business of buying and selling precious metals is global and highly competitive. The Company competes with precious metals trading firms and banks throughout North America, Europe and elsewhere in the world, some of whom have greater financial and other resources, and greater name recognition, than the Company. We believe that, as a full service firm devoted exclusively to precious metals trading, we offer pricing, product availability, execution, financing alternatives and storage options that are attractive to our customers and allow us to compete effectively. We also believe that our purchaser/distributorship arrangements with various governmental mints give us a competitive advantage in our coin distribution business. However, given the global reach of the precious metals trading business, the absence of intellectual property protections and the availability of numerous, evolving platforms for trading in precious metals, we cannot assure you that A-Mark will be able to continue to compete successfully or that future developments in the industry will not create additional competitive challenges. We rely extensively on computer systems to execute trades and process transactions, and we could suffer substantial damages if the operation of these systems were interrupted. We rely on our computer and communications hardware and software systems to execute a large volume of trading transactions each year. It is therefore critical that we maintain uninterrupted operation of these systems, and we have invested considerable resources to protect our systems from physical compromise and security breaches and to maintain backup and redundancy. Our systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, including breaches of our transaction processing or other systems, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees. If our systems are breached, damaged or cease to function properly, we may have to make a significant investment to fix or replace them, we may suffer interruptions in our ability to provide quotations or trading services in the interim, and we may face costly litigation. If our customer data were breached, we could suffer damages and loss of reputation. By the nature of our business, we maintain significant amounts of customer data on our systems. Moreover, certain third party providers have access to confidential data concerning the Company in the ordinary course of their business relationships with the Company. In recent years, various companies, including companies that are significantly larger than us, have reported breaches of their computer systems that have resulted in the compromise of customer data. Any compromise or breach of customer or company data held or maintained by either the Company or our third party providers could significantly damage our reputation and result in costs, lost trades, fines and lawsuits. The regulatory environment related to information security and privacy is increasingly rigorous, with new and constantly changing requirements applicable to our business, and compliance with those requirements could result in additional costs. There is no guarantee that the procedures that we have implemented to protect against unauthorized access to secured data are adequate to safeguard against all data security breaches. Compliance with new data protection/privacy statutes could increase our costs and expose the Company to possible sanctions for violation. In 2016, the European Union ("EU") adopted a comprehensive overhaul of its data protection regime from the current national legislative approach to a single European Economic Area Privacy Regulation, the General Data Protection Regulation (“GDPR”), which went into effect in May 2018. The EU data protection regime expands the scope of the EU data protection law to all foreign 16 Table of Contents companies processing personal data of EU residents, imposes a strict data protection compliance regime with severe penalties of up to the greater of 4% of worldwide turnover or €20 million, and includes new rights such as the “portability” of personal data. Although the GDPR will apply across the EU without a need for local implementing legislation, EU member states have the ability to interpret the GDPR opening clauses, which permit region-specific data protection legislation and have the potential to create inconsistencies on a country-by-country basis. The Company has an office in Vienna, Austria that provides marketing support services for our international (including EU) customers. Although our international operations are currently modest compared to our business in the United States, our international business could grow over time. We have evaluated the new regulation and its requirements, and believe we are currently in compliance with the GDPR in all material respects. Going forward, however, the expansion of our international operations could require us to change our business practices and may increase the costs and complexity of compliance. Also, a violation by the Company of the new regulation could expose us to penalties and sanctions under the regulation. On June 28, 2018, California passed the California Consumer Privacy Act of 2018 (“CCPA”), effective on January 1, 2020. The new law provides California consumers with a greater level of transparency and broader rights and choices with respect to their personal information than those contained in any existing state and federal laws in the U.S. The “personal information” regulated by CCPA is broadly defined to include identification or association with a California consumer or household, including demographics, usage, transactions and inquiries, preferences, inferences drawn to create a profile about a consumer, and education information. Compliance with CCPA requires the implementation of a series of operational measures such as preparing data maps, inventory, or other records of all personal information pertaining to California residents, households and devices, as well as information sources, usage, storage, and sharing, maintaining and updating detailed disclosures in privacy policies, establishing mechanisms (including, at a minimum, a toll- free telephone number and an online channel) to respond to consumers’ data access, deletion, portability, and opt-out requests, providing a clear and conspicuous “Do Not Sell My Personal Information” link on the home page of the business’ website, etc. CCPA prohibits businesses from discriminating against consumers who have opted out of the sale of their personal information, subject to a narrow exception. It allows companies to provide financial incentives to California consumers in order to obtain their consent to the collection and use of their personal information. Violations of CCPA will result in civil penalties up to $7,500 per violation. CCPA further allows consumers to file lawsuits against a business if a data breach has occurred and the California Attorney General does not prosecute the business. In addition, on May 29, 2019, Nevada’s governor approved a bill (the “Amendment Bill”), effective on October 1, 2019. The Amendment Bill provides amendments to an existing law that requires operators of websites and online services to post a notice on their websites regarding their privacy practices. The Amendment Bill requires operators of internet websites or online services to establish a designated request address through which a consumer may submit a verified request directing such operators not to make any sale of covered information collected about the consumer. The “covered information” regulated by the Amendment Bill is defined to include an enumerated list of items of personally identifiable information (including names, addresses, email addresses, phone numbers, social security numbers and identifiers that allow a specific person to be contacted). The changes introduced by the CCPA and the Amendment Bill, and any similar regulations enacted by other jurisdictions, will subject the Company to additional costs and complexity of compliance, by requiring, among other things, changes to the Company’s security systems, policies, procedures and practices. In addition, a violation by the Company of the new regulations could expose us to penalties and sanctions. Our implementation of a new enterprise resource planning (“ERP”) system may adversely affect our business and results of operations or the effectiveness of internal controls over financial reporting. One of our longer-term goals is to implement a new ERP system across our segments. ERP implementations are complex and time-consuming projects that involve substantial expenditures on system software and implementation activities over a significant period of time. If we do not effectively implement the ERP system or if the system does not operate as intended, it could adversely affect our financial reporting systems and our ability to produce financial reports, the effectiveness of internal controls over financial reporting, and our business, financial condition, results of operations and cash flows. We have in the past engaged, and continue to engage, in transactions with Stack’s Bowers, an affiliate of the Company, which could be perceived as not being made at arms-length. Stack’s-Bowers Numismatics LLC. ("Stack's Bowers"), which is primarily engaged in the business of auctions of high-value and rare coins and in coin retailing, is a wholly-owned subsidiary of SGI, our former parent and a related party. We have engaged in the past, and continue to engage, in transactions with Stack’s Bowers, some of which are presently on-going. These transactions include secured lending transactions in which Stack’s Bowers is the borrower, and other transactions involving the purchase and sale of rare coins. The Company and SGI have two officers and a director in common. In addition, a majority of the board of directors of the Company has retained an ownership interest in SGI that in the aggregate represents a controlling interest in SGI. All transactions 17 Table of Contents between the Company and Stack’s Bowers are approved by our Audit Committee, and we believe that all such transactions are on terms no less favorable to the Company than would be obtained from an unaffiliated third party. Nonetheless, these transactions could be perceived as being conflicted. The Company’s direct-to-client sales business could be subject to accusations of improper sales practices. Through its Goldine subsidiary, the Company sells precious metals and numismatics directly to the retail investor community. Goldline markets its precious metal products on television, radio, and over the internet, and through telephonic sales efforts. Prior to its acquisition by the Company, Goldline had been accused of improper sales practices, and was the subject of a state enforcement action that was subsequently settled. Other retailers of precious metal products have similarly been the subject of accusations regarding their sales practices, including claims of misrepresentation, excessive product markups, pressured sales tactics and product switching. The Company believes that the sales practices of its Goldline subsidiary conform to applicable legal and ethical standards, and that there is no material basis for claims against Goldline in this regard. Nevertheless, given the nature of the retail precious metals business, the possibility that investors in precious metals may lose a substantial portion of their investment as a result of adverse market trends and the vulnerability of certain retail precious metal investors to economic loss, there can be no assurance that claims will not be made regarding Goldline’s business practices or that, if made, such claims will not attract the attention of governmental and private sector consumer advocates. Were this to occur, the Company could suffer adverse publicity, be subject to governmental enforcements actions or be forced to modify the sales and marketing practices of its direct-to-client sales business. The Company’s joint venture, Precious Metals Purchasing Partners LLC, is subject to risks which may affect our ability to successfully operate the joint venture. The Company owns 50% of Precious Metals Purchasing Partners LLC, ("PMPP"), a joint venture which commenced operations in the first quarter of fiscal year 2020. PMPP purchases products from primarily from end-user retail customers, which are then sold to the Company, related parties of the Company or third parties. The Company’s interest in PMPP is subject to the risks customarily associated with the conduct of joint ventures, including the risk of (i) failure to agree on strategic decisions requiring the approval of both parties, (ii) failure of the joint venture partner to meet its obligations, and (iii) disputes between the joint venturers or litigation regarding joint venture matters. Each of these risks could have a material adverse impact on the viability of PMPP, which could have a material adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition. In addition, because PMPP engages in transaction with retail customers, it could be subject to risks and accusations similar to those discussed above with respect to the Company’s direct-to-client sales business. The Company is subject to risks relating to its AMST fabrication joint venture. In August 2016, the Company formed a joint venture, AM&ST Associates, LLC. ("AMST"), with SilverTowne, L.P., an Indiana-based fabricator of silver bullion products, for the purpose of acquiring and operating SilverTowne, L.P.'s minting business unit ("SilverTowne Mint" or the "Mint"). The Company owns a majority interest in AMST. AMST depends on critical pieces of equipment which may be out of service occasionally for scheduled upgrades or maintenance or as a result of unanticipated failures or business interruptions. AMST’s facilities are subject to equipment failures and the risk of catastrophic loss due to unanticipated events such as fires, earthquakes, accidents or violent weather conditions. AMST has insurance to cover certain of the risks associated with equipment damage and resulting business interruption, but there are certain events that would not be covered by insurance and there can be no assurance that insurance will continue to be available on acceptable terms. Interruptions in AMST’s processing and production capabilities and shutdowns resulting from unanticipated events could have a material adverse effect on our financial condition, results of operations and cash flows. The Company is a party to an exclusive distribution agreement with AMST with respect to the silver products produced by AMST. Under this agreement, which terminates in August 2021 unless automatically renewed for an additional two years (subject to early termination under certain circumstances) the Company is currently required to order no less than 500,000 ounces of silver products per week (which amount is subject to re- evaluation every 60 days.) The price paid per ounce is mutually determined by the parties, and is subject to adjustments every six months during the term. The market for fabricated silver products and refined silver is highly competitive and fragmented. There is no assurance that the Company will be able to retain existing clients to sell the silver products it is required to purchase from AMST or any excess production of the Mint at a profit. 18 Table of Contents AMST's ability to continue to expand the scope of its services and customer base depends in part on its ability to increase the size of its skilled labor force. The inability to employ or retain skilled technical personnel could adversely affect AMST’s operating results. In the past, the demand for skilled personnel has been high and the supply limited. Risks Relating to Commodities A-Mark’s business is heavily influenced by volatility in commodities prices. A primary driver of A-Mark’s profitability is volatility in commodities prices, which leads to wider bid and ask spreads. Among the factors that can impact the price of precious metals are supply and demand of precious metals; political, economic, and global financial events; movement of the U.S. dollar versus other currencies; and the activity of large speculators such as hedge funds. If commodity prices were to stagnate, there would likely be a reduction in trading activity, resulting in less demand for the services A-Mark provides, which could materially adversely affect our business, liquidity and results of operations. This volatility may drive fluctuation of our revenues, as a consequence of which our results for any one period may not be indicative of the results to be expected for any other period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our business is exposed to commodity price risks, and our hedging activity to protect our inventory is subject to risks of default by our counterparties. A-Mark’s precious metals inventory is subject to market value changes created by change in the underlying commodity price, as well as supply and demand of the individual products the Company trades. In addition, open sale and purchase commitments are subject to changes in value between the date the purchase or sale is fixed (the trade date) and the date metal is delivered or received (the settlement date). A-Mark seeks to minimize the effect of price changes of the underlying commodity through the use of financial derivative instruments, such as forward and futures contracts. A-Mark’s policy is to remain substantially hedged as to its inventory position and its individual sale and purchase commitments. A-Mark’s management monitors its hedged exposure daily. However, there can be no assurance that these hedging activities will be adequate to protect the Company against commodity price risks associated with A-Mark’s business activities. Furthermore, even if we are fully hedged as to any given position, there is the risk of default by our counterparties to the hedge. Any such default could have a material adverse effect on our financial position and results of operations. Increased commodity pricing could limit the inventory that we are able to carry. We maintain a large and varied inventory of precious metal products, including bullion and coins, in order to support our trading activities and provide our customers with superior service. The amount of inventory that we are able to carry is constrained by the borrowing limitations and working capital covenants under the Trading Credit Facility. If commodity prices were to rise substantially, and we were unable to modify the terms of the Trading Credit Facility to compensate for the increase, the quantity of product that we could finance, and hence maintain in our inventory, would fall. This would likely have a material adverse effect on our operations. We rely on the efficient functioning of commodity exchanges around the world, and disruptions on these exchanges could adversely affect our business. The Company buys and sells precious metals contracts on commodity exchanges around the world, both in support of its customer operations and to hedge its inventory and transactional exposure against fluctuations in commodity prices. The Company’s ability to engage in these activities would be compromised if the exchanges on which the Company trades or any of their clearinghouses were to discontinue operations or to experience disruptions in trading, due to computer problems, unsettled markets or other factors. The Company may also experience risk of loss if futures commission merchants or commodity brokers with whom the Company deals were to become insolvent or bankrupt. Risks Relating to Our Common Stock Failure to achieve and maintain effective internal controls in accordance with Section 404 of Sarbanes-Oxley could have a material adverse effect on our business. As a public company, we are required to document and test our internal control over financial reporting in order to satisfy the requirements of Section 404 of Sarbanes-Oxley, which requires annual management assessments of the effectiveness of our internal control over financial reporting. 19 Table of Contents We are required to implement standalone policies and procedures to comply with the requirements of Section 404. During the course of our testing of our internal controls and procedures, we may identify deficiencies which we may not be able to remediate in time to comply with Section 404. Testing and maintaining internal controls can divert our management’s attention from other matters that are also important to the operation of our business. We may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. If we are unable to conclude that we have effective internal controls over financial reporting, then investors could lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our common stock. In addition, if we do not maintain effective internal controls, we may not be able to accurately report our financial information on a timely basis, which could harm the trading price of our common stock, impair our ability to raise additional capital, or jeopardize our continued listing on the NASDAQ Global Select Market or any other stock exchange on which common stock may be listed. We are not currently paying regular dividends and may not pay any dividends in the future. The Company suspended its regular dividend policy in the third quarter of fiscal 2019. The declaration of cash dividends is subject to the determination each quarter by the Board of Directors, based on its assessment of a number of factors, including the Company’s financial performance, available cash resources, cash requirements, bank covenants, and alternative uses of cash that the Board of Directors may conclude would represent an opportunity to generate a greater return on investment for the Company. See Note 19 of the Notes to Consolidated Financial Statements for information about a special dividend declared by the Board of Directors in the first quarter of fiscal 2021. There can be no assurance that the Company will resume paying dividends on a regular basis. If the Board of Directors were to determine not to pay dividends in the future, shareholders would not receive any further return on an investment in our capital stock in the form of dividends, and may obtain an economic benefit from the common stock only after an increase in its trading price and only by selling the common stock. Provisions in our Certificate of Incorporation and Bylaws and of Delaware law may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock. Our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law contain certain anti-takeover provisions that could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of the Company without negotiating with our board of directors. Such provisions could limit the price that certain investors might be willing to pay in the future for the Company’s securities. Certain of such provisions allow the Company to issue preferred stock with rights senior to those of the common stock, impose various procedural and other requirements which could make it more difficult for Shareholders to effect certain corporate actions and set forth rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings. We believe these provisions protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal. However, these provisions apply even if an acquisition offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our Board of Directors determines is not in the best interests of our Company and our Shareholders. Accordingly, in the event that our board determines that a potential business combination transaction is not in the best interests of our Company and our Shareholders, but certain shareholders believe that such a transaction would be beneficial to the Company and its Shareholders, such Shareholders may elect to sell their shares in the Company and the trading price of our common stock could decrease. Your percentage ownership in the Company could be diluted in the future. Your percentage ownership in A-Mark potentially could be diluted in the future because of additional equity awards that we expect will be granted to our directors, officers and employees. We have established an equity incentive plan that provides for the grant of common stock-based equity awards to our directors, officers and other employees. In addition, we may issue equity in order to raise capital or in connection with future acquisitions and strategic investments, which could dilute your percentage ownership. Our board and management beneficially own a sizeable percentage of our common stock and therefore have the ability to exert substantial influence as shareholders. Members of our board and management beneficially own approximately 37% of our outstanding common stock. Acting together in their capacity as shareholders, the board members and management could exert substantial influence over matters on which a shareholder vote is required, such as the approval of business combination transactions. Also because of the size of their beneficial ownership, the board members and management may be in a position effectively to determine the outcome of the election of directors 20 Table of Contents and the vote on shareholder proposals. The concentration of beneficial ownership in the hands of our board and management may therefore limit the ability of our public shareholders to influence the affairs of the Company. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES As of June 30, 2020, the Company owned or leased properties in El Segundo, California; Los Angeles, California; Las Vegas, Nevada; Carson City, Nevada; Winchester, Indiana; and Vienna, Austria; as described below: Location General Use of Facility El Segundo, California Corporate headquarters, trading desk, secured lending, marketing, and back-office operations Los Angeles, California Direct Sales operations Las Vegas, Nevada Winchester, Indiana Winchester, Indiana Carson City, Nevada Vienna, Austria Storage and fulfillment logistics operations Minting operations Minting operations Minting operations International marketing support operations Square Footage Ownership 9,000 21,500 17,600 11,400 (2) 17,000 2,000 248 Leased Leased Leased Owned Leased Leased Leased Lease Term/Expiration March 2026 (1) February 2022 April 2025 — May 2021 June 2022 every three months (1) (2) We sublease a portion of the space to a third party. This facility is located on 2.9 acres of land that is jointly owned by the Company and SilverTowne LP (our minority interest partner.) ITEM 3. LEGAL PROCEEDINGS We are from time to time involved in legal proceedings, claims, or investigations that are incidental to the conduct of our business. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of the particular claim, we do not expect that these legal proceedings or claims will have any material adverse impact on our future consolidated financial position, results of operations, or cash flows. ITEM 4. MINE SAFETY DISCLOSURES None. 21 Table of Contents PART II — OTHER INFORMATION ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information SGI effected the spinoff of A-Mark on March 14, 2014. On March 17, 2014, A-Mark’s shares of common stock commenced trading on the NASDAQ Global Select Market under the symbol "AMRK." As of September 4, 2020, there were 139 registered stockholders of record of our common stock, and the last reported sale price of our stock as reported by the NASDAQ Global Select Market was $24.60. The following table sets forth the range of high and low closing prices for our common stock for each full quarterly period during fiscal years 2020 and 2019, as reported by the NASDAQ Global Select Market. These quotations below reflect inter-dealer closing prices, without retail mark-up, mark- down, or commission and may not necessarily represent actual transactions. Quarter First Second Third Fourth 2020 2019 High Low High Low $ $ $ $ 14.47 $ 13.26 $ 12.28 $ 19.56 $ 11.40 $ 8.00 $ 7.85 $ 12.13 $ 13.80 $ 13.89 $ 13.35 $ 13.60 $ 12.05 10.99 11.43 10.90 Issuer Purchases of Equity Securities On April 26, 2018, the Company’s Board of Directors authorized a stock repurchase program for up to 500,000 shares of the Company’s stock. The actual number of shares repurchased and the timing of repurchases will be determined by the Board of Directors and will depend on a number of factors, including stock price, trading volume, general market conditions, working capital requirements, general business conditions, and other factors. The stock repurchase program has no time limit and may be modified, suspended, or terminated at any time. As of September 4, 2020, there have been no repurchases of equity securities under the above-referenced stock repurchase program. Dividend Policy The Board of Directors assesses the Company's capital resources on a quarterly basis and makes a determination whether to declare a dividend based on that assessment. The assessment addresses a number of factors, including the Company’s financial performance, available cash resources, cash requirements, bank restrictive covenants, alternative uses of cash and such other factors as the Board of Directors deems relevant. The Company suspended its regular dividend policy in the third quarter of fiscal 2019. See Note 19 of the Notes to Consolidated Financial Statements for information about a special dividend declared by the Board of Directors in the first quarter of fiscal 2021. 22 Table of Contents Equity Compensation Plan Information The following table provides information as of June 30, 2020, with respect to the shares of our common stock that may be issued under existing equity compensation plans. Plan category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total (a) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (b) Weighted average exercise price of outstanding options, warrants, and rights 1,249,813 $ — 1,249,813 $ 15.24 — 15.24 (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) 243,644 (1) — 243,644 (1) Represents shares that are available for future issuance under A-Mark's amended and restated 2014 Stock Award and Incentive Plan ("2014 Plan"). All of the 2014 Plan shares that are available for future issuance include the following award types: stock options, stock appreciation rights, restricted stock units, restricted stock, and other "full-value" awards. ITEM 6. SELECTED FINANCIAL DATA Not applicable for a smaller reporting company. 23 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Annual Report on Form 10-K ("Form 10-K") contains statements that are considered forward-looking statements. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this Annual Report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans, and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this Annual Report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Form 10-K. In addition to the risks and uncertainties that may ordinarily influence our business, the Company is exposed to the effects of the COVID-19 pandemic. The extent to which this outbreak ultimately impacts our results of operations, cash flows and financial condition will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of this outbreak and the actions taken by governmental authorities and us to contain it or treat its impact. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes contained elsewhere in this Form 10-K. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Annual Report, particularly in “Risk Factors.” INTRODUCTION Management's discussion and analysis of financial condition and results of operations is provided as a supplement to the accompanying consolidated financial statements and related notes to aid in the understanding of our results of operations and financial condition. Our discussion is organized as follows: • • • • Executive overview. This section provides a general description of our business, as well as significant transactions and events that we believe are important in understanding the results of operations. Results of operations. This section provides an analysis of our results of operations presented in the accompanying consolidated statements of income by comparing the results for the respective periods presented. Included in our analysis is a discussion of five performance metrics: (i) ounces of gold and silver sold, (ii) wholesale trading ticket volume, (iii) direct sales ticket volume, (iv) inventory turnover ratio and (v) number of secured loans at period-end. Segment results of operations. This section provides an analysis of our results of operations presented for our three segments: o o o Wholesale Trading & Ancillary Services, Secured Lending, and Direct Sales for the comparable periods. Liquidity and financial condition. This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt as of June 30, 2020. Included in this section is a discussion of our: outstanding debt, the amount of financial capacity available to fund our future commitments and other financing arrangements. 24 Table of Contents • • Critical accounting policies. This section discusses critical accounting policies that are considered both important to our financial condition and results of operations, and require management to make significant judgment and estimates. All of our significant accounting policies, including the critical accounting policies are also summarized in Note 2 of the notes to the consolidated financial statements. Recent accounting pronouncements. This section discusses new accounting pronouncements, dates of implementation and their expected impact on our accompanying consolidated financial statements. EXECUTIVE OVERVIEW Our Business We conduct our operations in three reportable segments: (i) Wholesale Trading & Ancillary Services, (ii) Secured Lending and (iii) Direct Sales. Wholesale Trading & Ancillary Services Segment The Company operates its Wholesale Trading & Ancillary Services segment through A-Mark Precious Metals, Inc., and its wholly-owned subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services ("TDS" or “Storage”), and A-M Global Logistics, LLC. (“AMGL” or "Logistics"), and its partially-owned subsidiary, AM&ST Associates, LLC. ("AMST" or "SilverTowne" or the "Mint"). The Wholesale Trading & Ancillary Services segment operates as a full-service precious metals trading company. We offer gold, silver, platinum, and palladium in the form of bars, plates, powder, wafers, grain, ingots, and coins. Our Industrial unit services manufacturers and fabricators of products utilizing or incorporating precious metals. Our Coin and Bar unit deals in over 200 coin and bar products in a variety of weights, shapes, and sizes for distribution to dealers and other qualified purchasers. We have a marketing support office in Vienna, Austria, and a trading center in El Segundo, California. The trading center, for buying and selling precious metals, is available to receive orders 24 hours every day, even when many major world commodity markets are closed. In addition to wholesale trading activity, A-Mark offers its customers a variety of services, including financing, storage, consignment, logistics, and various customized financial programs. As a U.S. Mint-authorized purchaser of gold, silver, platinum, and palladium coins, A- Mark purchases product directly from the U.S. Mint and other sovereign mints for sale to its customers. Through its wholly owned subsidiary, AMTAG, the Company promotes A-Mark's products and services throughout the European continent. Through our wholly-owned subsidiary TDS, we offer a variety of managed storage options for precious metals products to financial institutions, dealers, investors, and collectors around the world. Our storage business generated less than 1% of total revenues for each of the periods presented. The Company's wholly-owned subsidiary, AMGL, is based in Las Vegas, Nevada, and provides our customers an array of complementary services, including receiving, handling, inventorying, processing, packing, and shipping of precious metals and custom coins on a secure basis. Our logistics business generated less than 1% of the total revenues for each of the periods presented. Through our partially-owned subsidiary, AMST, the Company designs and produces minted silver products. The Company operates the Mint pursuant to a joint venture agreement with SilverTowne, L.P. The Company and SilverTowne L.P. own 69% and 31%, respectively, of AMST. AMST acquired the entire minting operations (referred to as SilverTowne Mint) of SilverTowne, L.P., with the goal of providing greater product selection to our customers and greater pricing stability within the supply chain, as well as to gain increased access to silver during volatile market environments, which have historically resulted in higher demand for precious metals products. Secured Lending Segment The Company operates its Secured Lending segment through its wholly-owned subsidiaries, Collateral Finance Corporation LLC. ("CFC") and AM Capital Funding, LLC. (“AMCF”). CFC is a California licensed finance lender that originates and acquires commercial loans secured by bullion and numismatic coins. CFC's customers include coin and precious metal dealers, investors, and collectors. As of June 30, 2020, CFC and AMCF had, in aggregate, approximately $63.7 million in secured loans outstanding, of which approximately 39.1% were acquired from third-parties (some of which may be customers of A-Mark) and approximately 60.9% were originated by CFC. 25 Table of Contents AMCF, a wholly-owned subsidiary of CFC, was formed for the purpose of securitizing eligible secured loans of CFC. AMCF issued, administers, and owns Secured Senior Term Notes: Series 2018-1, Class A, with an aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B in the aggregate principal amount of $28.0 million. The Class A Notes bear interest at a rate of 4.98%, and the Class B Notes bear interest at a rate of 5.98% (collectively referred to as the "Notes"). The Notes have a maturity date of December 15, 2023. For additional information regarding this securitization. (See Note 14 of the notes to consolidated financial statements.) Direct Sales Segment The Company operates its Direct Sales segment through its wholly-owned subsidiaries Goldline Inc. (“Goldline”) and AM IP LLC. ("AMIP"), and through its 50%-owned subsidiary Precious Metals Purchasing Partners, LLC, ("PMPP"). The Company acquired Goldline in August 2017 through an asset purchase transaction with Goldline LLC. Goldline LLC. had been in operation since 1960. Goldline is a direct retailer of precious metals to the investor community. Goldline markets its precious metal products on television, radio, and the internet, as well as through telephonic sales efforts. Goldline's business has enhanced the Company’s distribution capabilities by adding a direct-to- client distribution channel that has diversified the product and services offered to Goldline's customers, through access to the Company’s wider assortment of precious metal coins and bars, including TDS’s storage and asset protection services. AMIP, a wholly owned subsidiary of Goldline, manages its intellectual property. In fiscal 2019, the Company formed and capitalized PMPP, a 50%-owned subsidiary of Goldline, pursuant to terms of a joint venture agreement, for the purpose of purchasing precious metals from the partners' retail customers, and then reselling the acquired products back to affiliates of the partners. In fiscal 2020, PMPP commenced its operations. Our Strategy The Company was formed in 1965 and has grown into a significant participant in the bullion and coin markets, with approximately $5.5 billion in revenues for fiscal year 2020. Our strategy continues to focus on growth, including the volume of our business, our geographic presence, and the scope of complementary products, services, and technological tools that we offer to our customers. We intend to promote our growth by leveraging off the strengths of our existing integrated operations: • • • • • • • • • the depth of our customer relationships; our access to market makers, suppliers, and sovereign and private mints; our trading systems in the U.S. and Europe; our expansive precious metals dealer network; our depository relationships around the world; our knowledge of secured lending; our logistics capabilities; our trading expertise; and the quality and experience of our management team. Our Customers Our customers include financial institutions, bullion retailers, industrial manufacturers and fabricators, sovereign mints, refiners, coin and metal dealers, investors, and collectors. The Company makes a two way market, which results in many customers also operating as our suppliers. This diverse base of customers purchases a variety of products from the Company in a multitude of grades, primarily in the form of coins and bars. 26 Table of Contents Factors Affecting Revenues, Gross Profits, Interest Income, and Interest Expense Revenues. The Company enters into transactions to sell and deliver gold, silver, platinum, and palladium to industrial and commercial users, coin and bullion dealers, mints, and financial institutions. The metals are investment or industrial grade and are sold in a variety of shapes and sizes. The Company also sells precious metals on forward contracts at a fixed price based on current prevailing precious metal spot prices with a certain delivery date in the future (up to six months from inception date of the forward contract). The Company also uses other derivative products (primarily futures contracts) or a combinations thereof to hedge commodity risks. We enter into these forward and future contracts as part of our hedging strategy to mitigate our price risk of holding inventory; they are not entered into for speculative purposes. However, unlike futures contracts which do not impact the Company’s revenue, forward sales contracts by their nature are required to be included in revenues. The decision to use a forward contract verses another derivative type product (e.g., a futures contract) for hedging purposes is based on the economics of the transaction. Since the volume of hedging can be significant, the movement in and out of forwards can substantially impact revenues, either positively or negatively, from period to period. For this reason, the Company believes ounces sold (excluding ounces sold on forward sales contracts) is a meaningful metric to assess our top line performance. In addition, the Company earns revenue by providing storage solutions for precious metals and numismatic coins for financial institutions, dealers, investors and collectors worldwide and by providing storage and order-fulfillment services to our retail customers. These revenue streams are complementary to our trading activity, and represent less than 1% of our revenues. The Company operates in a high volume/low margin industry. Revenues are impacted by three primary factors: product volume, market prices and market volatility. A material change in any one or more of these factors may result in a significant change in the Company’s revenues. A significant increase or decrease in revenues can occur simply based on changes in the underlying commodity prices and may not be reflective of an increase or decrease in the volume of products sold. Gross Profit. Gross profit is the difference between our revenues and the cost of our products sold. Since we quote prices based on the current commodity market prices for precious metals, we enter into a combination of forward and futures contracts to effect a hedge position equal to the underlying precious metal commodity value, which substantially represents inventory subject to price risk. We enter into these derivative transactions solely for the purpose of hedging our inventory, and not for speculative purposes. Our gross profit includes the gains and losses resulting from these derivative instruments. However, the gains and losses on the derivative instruments are substantially offset by the gains and losses on the corresponding changes in the market value of our precious metals inventory. As a result, our results of operations generally are not materially impacted by changes in commodity prices. Volatility also affects our gross profit. Greater volatility typically causes the premium spreads to widen resulting in an increase in the gross profit. Product supply constraints during extended periods of higher volatility have historically resulted in a heightening of wider premium spreads resulting in further improvement in the gross profit. Interest Income. The Company enters into secured loans and secured financing structures with its customers under which it charges interest. CFC acquires loan portfolios and originates loans that are secured by precious metal bullion and numismatic material owned by the borrowers and held by the Company for the term of the loan. Additionally, AMCF acquires certain loans from CFC that are secured by precious metal bullion to meet the collateral requirements of the Notes. Also, the Company offers a number of secured financing options to its customers to finance their precious metals purchases including consignments and other structured inventory finance products whereby the Company earns a fee based on the underlying value of the precious metal ("repurchase arrangements with customers"). Interest Expense. The Company incurs interest expense associated with its: lines of credit, notes, related-party debt, product financing agreements for the transfer and subsequent re-acquisition of gold and silver at a fixed price with a third-party finance company ("product financing arrangements"), and short-term precious metal borrowing arrangements with our suppliers ("liabilities on borrowed metals"). 27 Table of Contents Performance Metrics In addition to financial statement indicators, management also utilizes certain key operational metrics to assess the performance of our business. Gold and Silver Ounces Sold and Delivered to Customers. We look at the number of ounces of gold and silver sold and delivered to our customers (excluding ounces recorded on forward contracts). These metrics reflect our business volume without regard to changes in commodity pricing, which impacts revenue but can mask actual business trends. The primary purpose of entering into forward sales transactions is to hedge commodity price risk. Although the revenues realized from these forward sales transactions are often significant, they generally have negligible impact to gross margins. As a result, the Company excludes the ounces recorded on forward contracts from its performance metrics, as the Company does not enter into forward sales transactions for speculative purposes. Wholesale Trading Ticket Volume and Direct Sales Ticket Volume. Another measure of our business that is unaffected by changes in commodity pricing, is ticket volume. Ticket volume for the Wholesale Trading & Ancillary Services and Direct Sales segments measures the total number of orders processed by our trading desks. In periods of higher volatility, there is generally increased trading in the commodity markets, causing increased demand for our products, resulting in higher business volume. Generally, the ounces sold on a per-trading-ticket basis is substantially higher for orders placed telephonically compared to those placed on our online portal platform. Inventory Turnover. Inventory turnover is another performance measure on which we are focused, and is calculated as the cost of sales divided by the average inventory during the relevant period. Inventory turnover is a measure of how quickly inventory has moved during the period. A higher inventory turnover ratio, which we typically experience during periods of higher volatility when trading is more robust, typically reflects a more efficient use of our capital. The period of time that inventory is held by the Company varies depending upon the nature of our inventory commitments with customers and suppliers. (See Note 6 of the notes to consolidated financial statements for a description of our classifications of inventory by type.) When management analyzes inventory turnover on a period over period basis, consideration is given to each inventory type and its corresponding impact on the inventory turnover calculation. Management's analysis includes the following: • • The Company enters into various structured borrowing arrangements that commit the Company's inventory (such as; product financing arrangements or liabilities on borrowed metals) for an unspecified period of time. While the Company is able to obtain access to this inventory on demand, there is a tendency that this type of inventory does not turn over as quickly as other types of inventory. The Company enters into repurchase arrangements with customers under which A-Mark holds precious metals which are subject to repurchase for an unspecified period of time. While the Company retains legal title to this inventory, the Company is required to hold this inventory (or like-kind inventory) for the customer until the arrangement is terminated or the material is repurchased by the customer. As a result, there is a tendency that this type of inventory does not turn over as quickly as other types of inventory. Additionally, our inventory turnover ratio can be affected by hedging activity, as the period over period change of the inventory turnover ratio may be significantly impacted by a period over period change in hedging volume. For example, if trading activity were to remain constant over two periods, but there were significantly higher forward sales in the current period compared to a prior period, the calculated inventory turnover ratio would indicate an increase in the ratio rather than remaining constant. Number of Secured Loans. Finally, as a measure of the size of our secured lending segment, we look at the number of outstanding secured loans to customers (that are primarily collateralized by precious metals) at the end of each quarter. Typically, the number of loans increases during periods of increasing precious metal pricing and decreases during periods of declining precious metal prices. The Company calculates its loan-to-value ("LTV") ratio as the principal amount of the loan divided by the liquidation value of the collateral, which is based on daily spot market prices of precious metal bullion. When the market price of the pledged collateral decreases and thereby increases the LTV ratio of a loan above a prescribed maximum ratio, usually 85%, the Company has the option to make a margin call on the loan. As a result, a decline of precious metal market prices may cause a decrease in the number of loans outstanding in a period. 28 Table of Contents COVID-19 On March 11, 2020, the World Health Organization announced that infections of COVID-19 had become pandemic, and on March 13, the U.S. President declared a national emergency due to the spread of the disease in the United States. The COVID-19 outbreak has caused significant disruption in the financial markets both globally and in the United States, and has severely constricted the level of economic activity worldwide. The resulting macroeconomic events contributed to an increase in the business conducted by the Company, but also pose certain risks and uncertainties for the Company. It is challenging to predict how long the COVID-19 pandemic will continue, the extent to which the effects that the Company has experienced from the pandemic thus far will persist, or whether other effects on the Company and its businesses will materialize in the short or long term. Macroeconomic events positively affected the Company’s trading revenues and gross profit as the volatility of the price of precious metals and numismatics resulted in a material increase the spread between bid and ask prices on these products. We also experienced substantially increased demand for products in each of our coin and bar, industrial and retail (Goldline) businesses, which we attribute to certain customers seeking to assure a supply of precious metals necessary for the operation of their businesses, and other customers’ seeking the safety of investments in precious metals. In response to the heightened demand, in certain cases prices for the products we sell have also risen. We have also experienced certain negative effects in the precious metals market. Through our CFC finance subsidiary, we make loans to our customers secured by coins and precious metals. Numerous CFC loans were paid off when the market experienced a temporary drop in precious metal prices, reducing collateral coverage. This had the effect of decreasing the size of our loan portfolio and the interest earned on the portfolio. It has also required us to substitute cash and our own precious metals inventory as collateral under our AMCF securitization program, as the pool of loans securing the program has declined. While we did not experience any related losses, there is no assurance that this might not occur in the future. Fiscal Year Our fiscal year end is June 30 each year. Unless otherwise stated, references to years in this report relate to fiscal years rather than to calendar years. 29 Table of Contents RESULTS OF OPERATIONS Overview of Results of Operations for the Years Ended June 30, 2020 and 2019 Consolidated Results of Operations The operating results of our business for the years ended June 30, 2020 and 2019 are as follows: in thousands, except per share data and performance metrics Years Ended June 30, Revenues Gross profit Selling, general, and administrative expenses Interest income Interest expense Other income, net Unrealized gains on foreign exchange Net income before provision for income taxes Income tax expense Net income Net income attributable to non-controlling interests Net income attributable to the Company Basic and diluted net income per share attributable to A-Mark Precious Metals, Inc.: Per Share Data: Basic Diluted Performance Metrics:(1) Gold ounces sold(2) Silver ounces sold(3) Inventory turnover ratio(4) Number of secured loans at period end(5) 2020 $ $ 5,461,094 66,973 (36,756) 21,237 (18,859) 5,226 57 37,878 (6,387) 31,491 982 30,509 $ $ $ 4.34 4.31 2,181,000 90,385,000 17.6 717 % of revenue 2019 $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) 100.000% $ 4,783,157 31,958 (32,502) 19,270 (17,146) 1,697 — 3,277 (1,015) 2,262 37 2,225 1.226% (0.673)% 0.389% (0.345)% 0.096% 0.001% 0.694% (0.117)% 0.577% 0.018% 0.559% $ 100.000% $ 0.668% $ (0.680)% $ 0.403% $ (0.358)% $ 0.035% $ — $ 0.069% $ (0.021)% $ 0.047% $ 0.001% $ 0.047% $ 677,937 35,015 4,254 1,967 1,713 3,529 57 34,601 5,372 29,229 945 28,284 14.2% 109.6% 13.1% 10.2% 10.0% 208.0% — 1055.9% 529.3% 1292.2% 2554.1% 1271.2% $ $ 0.32 0.31 $ $ 4.02 4.00 1256.3% 1290.3% 1,799,000 67,620,000 16.6 2,806 382,000 22,765,000 1.0 (2,089) 21.2% 33.7% 6.0% (74.4)% (1) (2) (3) (4) (5) See "Results of Segments" for ticket count volume by segment. 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. 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. Inventory turnover ratio is the cost of sales divided by average inventory for the period presented above. This calculation excludes precious metals held under financing arrangements, which are not classified as inventory on the consolidated balance sheets. Number of outstanding secured loans to customers that are primarily collateralized by precious metals at the end of the period. 30 Table of Contents Revenues in thousands, except performance metrics Years Ended June 30, Revenues Performance Metrics Gold ounces sold Silver ounces sold 2020 % of revenue $ 2019 % of revenue $ $ Increase/ (decrease) % Increase/ (decrease) $ 5,461,094 100.000% $ 4,783,157 100.000% $ 677,937 14.2% 2,181,000 90,385,000 1,799,000 67,620,000 382,000 22,765,000 21.2% 33.7% Revenues for the year ended June 30, 2020 increased $677.9 million, or 14.2% to $5.461 billion from $4.783 billion in 2019. Excluding a decrease of $936.4 million of forward sales, our revenues increased $1.614 billion due to an increase in the total amount of gold and silver ounces sold and higher selling prices of gold and silver. Gold ounces sold for the year ended June 30, 2020 increased 382,000 ounces, or 21.2%, to 2,181,000 ounces from 1,799,000 ounces in 2019. Silver ounces sold for the year ended June 30, 2020 increased 22,765,000 ounces, or 33.7%, to 90,385,000 ounces from 67,620,000 ounces in 2019. On average, the selling prices for gold increased by 23.8% and selling prices for silver increased by 8.4% during the year ended June 30, 2020 as compared to 2019. A key factor that contributed to the increase in demand for precious metals was the recent volatility in precious metal prices caused by macroeconomic and other events. A combination of price volatility, increased demand, and supply constraints led to a significant expansion in premium spreads in the precious metals market during the second half of fiscal year 2020. These conditions are not representative of normal market conditions, and we are uncertain of the duration of these conditions. Gross Profit in thousands, except performance metric Years Ended June 30, Gross profit Performance Metric Inventory turnover ratio 2020 $ 66,973 $ % of revenue 1.226% $ 2019 $ 31,958 % of revenue $ Increase/ (decrease) % Increase/ (decrease) 0.668% $ 35,015 109.6% 17.6 16.6 1.0 6.0% Gross profit for the year ended June 30, 2020 increased by $35.0 million, or 109.6%, to $67.0 million from $32.0 million in 2019. The overall gross profit increase was due to higher gross profits from the Wholesale Trading & Ancillary Services and Direct Sales segments. The Company’s overall gross margin percentage increased by 55.8 basis points to 1.226% from 0.668% in 2019. The increase in gross margin percentage was mainly attributable to significantly wider premium spreads due to increased demand, higher trading profits due to higher volatility; and lower forward sales. Forward sales increase revenues but are associated with negligible gross margins that can significantly affect the gross margin percentage. The Company enters into forward contracts to hedge its precious metals price risk exposure and not for speculative purposes. Our inventory turnover rate for the year ended June 30, 2020 increased by 6.0%, to 17.6 from 16.6 in 2019. The increase in our inventory turnover ratio was primarily due to higher volume of ounces sold of precious metals, partially offset by lower volume of ounces sold on forward contracts as well as higher average inventory balances during the year ended June 30, 2020 as compared to 2019. Selling, General and Administrative Expense in thousands Years Ended June 30, Selling, general, and administrative expenses 2020 $ (36,756) $ % of revenue (0.673)% $ 2019 $ (32,502) % of revenue $ Increase/ (decrease) % Increase/ (decrease) (0.680)% $ 4,254 13.1% 31 Table of Contents Selling, general and administrative expenses for the year ended June 30, 2020 increased $4.3 million, or 13.1%, to $36.8 million from $32.5 million in 2019. The change was primarily due to increases in compensation expense (including performance-based accruals) of $4.5 million, computer software expense of $0.5 million, and depreciation and amortization expense of $0.4 million, which were partially offset by decreases in operating expenses of $1.1 million associated with our Direct Sales segment, and consulting expense of $0.4 million. Interest Income in thousands, except performance metric Years Ended June 30, Interest income Performance Metric 2020 $ 21,237 $ % of revenue 0.389% $ 2019 $ 19,270 % of revenue $ Increase/ (decrease) % Increase/ (decrease) 0.403% $ 1,967 10.2% Number of secured loans at period-end 717 2,806 (2,089) (74.4)% Interest income for the year ended June 30, 2020 increased $2.0 million, or 10.2%, to $21.2 million from $19.3 million in 2019. The aggregate increase in interest income was primarily due to interest income earned by our Secured Lending Segment and other finance product income. The interest income from our Secured Lending segment increased by $1.6 million or by 14.6%, which represents approximately 79.1% of the aggregate increase in interest income compared with the prior year. The increase in interest income earned from the segment’s secured loan portfolio was primarily due to higher average monthly loan balances during the current period as compared to the average monthly loan balances for the comparable period. The number of secured loans outstanding decreased by 74.4% to 717 as of June 30, 2020 from 2,806 as of June 30, 2019. Typically, the number of loans increases during periods of increasing precious metal prices and decreases during periods of declining precious metal prices. Silver prices declined significantly in the quarter ended March 31, 2020, resulting in an increase in margin calls and borrower loan liquidations due to a decline in the value of the precious metals collateral. The Company did not incur loan losses related to the margin calls or borrower loan liquidations during this or the comparable period. During the quarter ended June 30, 2020 silver prices rebounded and new loans were originated and acquired. The interest income from our other finance product income increased by $0.4 million in comparison to the same year-ago period. Interest Expense in thousands Years Ended June 30, Interest expense 2020 $ (18,859) $ % of revenue (0.345)% $ 2019 $ (17,146) % of revenue $ Increase/ (decrease) % Increase/ (decrease) (0.358)% $ 1,713 10.0% 32 Table of Contents Interest expense for the year ended June 30, 2020 increased $1.7 million, or 10.0% to $18.9 million from $17.1 million in 2019. The increase in interest expense was related primarily to our notes payable (which was issued in September of 2018), loan servicing fees, product financing arrangements, and liabilities on borrowed metals, partially offset by reductions in interest expense related to a Trading Credit Facility, and the Goldline Credit Facility. As compared to the same year-ago period, the amount of interest expense that increased by component included: (i) $1.4 million notes payable (including debt amortization costs), (ii) $0.6 million of product financing arrangements, (iii) $0.4 million of loan servicing costs and (iv) $0.4 million of liabilities on borrowed metals, which were partially offset by reductions of (v) $0.6 million of Trading Credit Facility (including debt amortization costs) expenses and (vi) $0.3 million related to the Goldline Credit Facility (including debt amortization costs). The Goldline Credit Facility was paid off in full during the second quarter of fiscal year 2019. Other income, net in thousands Years Ended June 30, 2020 $ % of revenue 2019 $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) Other income, net $ 5,226 0.096% $ 1,697 0.035% $ 3,529 208.0% Other income, net for the year ended June 30, 2020 increased $3.5 million, or 208.0% to $5.2 million from $1.7 million in 2019. The aggregate increase was primarily due to: (i) an increase in the Company’s proportionate share of our equity-method investees' earnings of $3.7 million compared to the prior year, (ii) an increase of $0.5 million in royalties earned, (iii) $0.2 million of fees related to the payoff of the Goldline Credit Facility that was recorded as other expense during the year ended June 30, 2019, partially offset by (iv) an earn-out revaluation adjustment of $0.6 million that was recorded as other income and recognized during the year ended June 30, 2019, and (v) $0.2 million of costs recorded as other expense associated with the settlement of our purchase of Goldline that was recognized during the year ended June 30, 2020. Provision for Income Taxes in thousands Years Ended June 30, Income tax expense 2020 $ (6,387) $ % of revenue (0.117)% $ 2019 $ (1,015) % of revenue $ Increase/ (decrease) % Increase/ (decrease) (0.021)% $ 5,372 529.3% Our income tax expense was $6.4 million and $1.0 million for the years ended June 30, 2020 and 2019, respectively. Our effective tax rate was approximately 16.9% and 31.0% for the years ended June 30, 2020 and 2019, respectively. For the year ended June 30, 2020, our effective tax rate differs from the federal statutory rate primarily due to state taxes (net of federal tax benefit), Section 162(m) executive compensation disallowance, offset by the exclusion of profits related to the Company's minority interests, special deduction relating to foreign-derived intangible income, and income tax rate benefit from the carryback of the Company’s fiscal years 2019 and 2018 net operating losses (“NOLs”) to prior years under the CARES Act, which allows the NOLs to be availed at the higher corporate tax rate of 35% versus 21%. 33 Table of Contents SEGMENT RESULTS OF OPERATIONS The Company conducts its operations in three reportable segments: (i) Wholesale Trading & Ancillary Services, (ii) Secured Lending and (iii) Direct Sales. Each of these reportable segments represents an aggregation of operating segments that meets the aggregation criteria set forth in the Segment Reporting Topic 280 of the FASB Accounting Standards Codification (“ASC”). Results of Operations — Wholesale Trading & Ancillary Services Segment The Company operates its Wholesale Trading & Ancillary Services segment through A-Mark Precious Metals, Inc., and its wholly-owned subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services ("TDS"), and A-M Global Logistics, LLC. ("Logistics"), and its partially-owned subsidiary, AM&ST Associates, LLC. ("AMST" or "SilverTowne" or the "Mint"). Also, the Wholesale Trading & Ancillary Services segment includes the consolidating eliminations of inter-segment transactions. Overview of Results of Operations for the Years Ended June 30, 2020 and 2019 — Wholesale Trading & Ancillary Services Segment The operating results of our Wholesale Trading & Ancillary Services segment for the years ended June 30, 2020 and 2019 are as follows: in thousands, except performance metrics Years Ended June 30, 2020 2019 Revenues Gross profit Selling, general, and administrative expenses Interest income Interest expense Other income, net Unrealized gains on foreign exchange $ Net income before provision for income taxes $ Performance Metrics: Gold ounces sold(1) Silver ounces sold(2) Wholesale Trading ticket volume(3) $ 5,360,899 56,908 (27,150) 9,024 (10,527) 4,868 57 33,180 2,136,000 89,612,000 142,690 % of revenue 100.000% $ 1.062% (0.506)% 0.168% (0.196)% 0.091% 0.001% 0.619% $ $ 4,733,800 26,270 (22,274) 8,601 (9,626) 1,749 - 4,720 1,783,000 66,553,000 120,257 % of revenue $ Increase/ (decrease) % Increase/ (decrease) 100.000% $ 0.555% $ (0.471)% $ 0.182% $ (0.203)% $ 0.037% $ $ — 0.100% $ 627,099 30,638 4,876 423 901 3,119 57 28,460 353,000 23,059,000 22,433 13.2% 116.6% 21.9% 4.9% 9.4% 178.3% — 603.0% 19.8% 34.6% 18.7% (1) (2) (3) 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. 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. Trading ticket volume represents the total number of product orders processed by A-Mark. 34 Table of Contents Revenues — Wholesale Trading & Ancillary Services in thousands, except performance metrics Years Ended June 30, Revenues Performance Metrics Gold ounces sold Silver ounces sold 2020 $ % of revenue 2019 $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) $ 5,360,899 100.000% $ 4,733,800 100.000% $ 627,099 13.2% 2,136,000 89,612,000 1,783,000 66,553,000 353,000 23,059,000 19.8% 34.6% Revenues for the year ended June 30, 2020 increased $0.627 billion, or 13.2%, to $5.361 billion from $4.734 billion in 2019. Excluding a decrease of $936.4 million of forward sales, our revenues increased $1.564 billion due to an increase in the total amount of gold and silver ounces sold and higher selling prices of gold and silver. Gold ounces sold for the year ended June 30, 2020 increased 353,000 ounces, or 19.8%, to 2,136,000 ounces from 1,783,000 ounces in 2019. Silver ounces sold for the year ended June 30, 2020 increased 23,059,000 ounces, or 34.6%, to 89,612,000 ounces from 66,553,000 ounces in 2019. On average, the selling prices for gold increased by 23.6% and selling prices for silver increased by 8.7% during the year ended June 30, 2020 as compared to 2019. A key factor that contributed to the increase in demand for precious metals was the recent volatility in precious metal prices caused by macroeconomic and other events. A combination of price volatility, increased demand, and supply constraints led to a significant expansion in premium spreads in the precious metals market during the second half of fiscal year 2020. These conditions are not representative of normal market conditions, and we are uncertain of the duration of these conditions. Gross Profit — Wholesale Trading & Ancillary Services in thousands, except performance metric Years Ended June 30, Gross profit Performance Metric 2020 $ 56,908 $ % of revenue 1.062% $ 2019 $ 26,270 % of revenue $ Increase/ (decrease) % Increase/ (decrease) 0.555% $ 30,638 116.6% Wholesale trading ticket volume 142,690 120,257 22,433 18.7% Gross profit for the year ended June 30, 2020 increased by $30.6 million, or 116.6%, to $56.9 million from $26.3 million in 2019. The overall gross profit increase was primarily due to higher sales volumes and increased premium spreads. This segment’s profit margin percentage increased by 50.7 basis points to 1.062% from 0.555% in 2019. The increase in gross margin percentage was mainly attributable to significantly wider premium spreads due to increased demand, higher trading profits due to higher volatility, and lower forward sales. Forward sales increase revenues but are associated with negligible gross margins. The Company enters into forward contracts to hedge its precious metals price risk exposure and not for speculative purposes. The wholesale trading ticket volume for the year ended June 30, 2020 increased by 22,433 tickets, or 18.7%, to 142,690 tickets from 120,257 tickets in 2019. The increase in our trading ticket volume is indicative of increased trading activity due to higher demand as compared to 2019. 35 Table of Contents Selling, General and Administrative Expenses — Wholesale Trading & Ancillary Services in thousands Years Ended June 30, Selling, general, and administrative expenses 2020 $ (27,150) $ % of revenue (0.506)% $ 2019 $ (22,274) % of revenue $ Increase/ (decrease) % Increase/ (decrease) (0.471)% $ 4,876 21.9% Selling, general and administrative expenses for the year ended June 30, 2020 increased $4.9 million, or 21.9%, to $27.2 million from $22.3 million in 2019. The change was primarily due to increases in compensation expense (including performance-based accruals) of $4.5 million and computer software expense of $0.5 million, which were partially offset by decrease in consulting expense of $0.4 million. Interest Income — Wholesale Trading & Ancillary Services in thousands Years Ended June 30, 2020 $ % of revenue 2019 $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) Interest income $ 9,024 0.168% $ 8,601 0.182% $ 423 4.9% Interest income for the year ended June 30, 2020 increased $0.4 million, or 4.9%, to $9.0 million from $8.6 million in 2019. The overall increase is primarily due to $0.4 million of finance fees earned from repurchase arrangements with customers and $0.4 million of interest income earned from a note receivable issued in the current year, partially offset by reductions in interest earned from spot deferred trade orders and other fees. Interest Expense — Wholesale Trading & Ancillary Services in thousands Years Ended June 30, Interest expense 2020 $ (10,527) $ % of revenue 2019 $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) (0.196)% $ (9,626) (0.203)% $ 901 9.4% Interest expense for the year ended June 30, 2020 increased $0.9 million, or 9.4% to $10.5 million from $9.6 million in 2019. The increase was primarily due to activity related to product financing arrangements, and liabilities on borrowed metals. As compared to the same year-ago period, the amount of interest expense that increased by component included: (i) $0.6 million of product financing arrangements, and (ii) $0.4 million of liabilities on borrowed metals. Other income, net — Wholesale Trading & Ancillary Services in thousands Years Ended June 30, 2020 $ % of revenue 2019 $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) Other income, net $ 4,868 0.091% $ 1,749 0.037% $ 3,119 178.3% Other income, net for the year ended June 30, 2020 increased $3.1 million, or 178.3% to $4.9 million from $1.7 million in 2019. The aggregate increase was primarily related to an increase in the Company’s proportionate share of our equity-method investees' earnings by $3.7 million compared to the prior comparable year-to-date period offset by a decrease in an earn-out revaluation adjustment of $0.6 million that was recognized during the year ended June 30, 2019. 36 Table of Contents Results of Operations — Secured Lending Segment The Company operates its Secured Lending segment through its wholly-owned subsidiaries, Collateral Finance Corporation LLC. ("CFC") and AM Capital Funding, LLC. (“AMCF”). AMCF was formed in September 2018, and its financial activity was incorporated into the Secured Lending segment's results thereafter. Overview of Results of Operations for the Years Ended June 30, 2020 and 2019 — Secured Lending Segment The operating results of our Secured Lending segment for the years ended June 30, 2020 and 2019 are as follows: in thousands, except performance metrics Years Ended June 30, Interest income Interest expense Selling, general and administrative expenses Other income, net Net income before provision for income taxes Performance Metric: Number of secured loans at period end(1) 2020 2019 $ % $ $ $ 12,213 (8,332) (1,893) 577 2,565 717 % of interest income 100.000% $ (68.222)% (15.500)% 4.724% 21.002% $ % of interest income 100.000% $ (67.355)% $ (13.662)% $ 0.985% $ 19.968% $ Increase/ (decrease) 1,556 1,154 437 472 437 Increase/ (decrease) 14.6% 16.1% 30.0% 449.5% 20.5% $ 10,657 (7,178) (1,456) 105 2,128 2,806 (2,089) (74.4)% (1) Number of outstanding secured loans to customers at the end of the period. Interest Income — Secured Lending in thousands, except performance metric Years Ended June 30, Interest income Performance Metric 2020 2019 $ % $ 12,213 $ % of interest income 100.000% $ % of interest income Increase/ (decrease) Increase/ (decrease) 100.000% $ 1,556 14.6% (2,089) (74.4)% $ 10,657 2,806 Number of secured loans at period-end 717 Interest income for the year ended June 30, 2020 increased $1.6 million, or 14.6%, to $12.2 million from $10.7 million in 2019. The increase in interest income earned from the segment’s secured loan portfolio was primarily due to higher average monthly loan balances during the current period as compared to the average monthly loan balances for the comparable period. The number of secured loans outstanding decreased by 74.4% to 717 as of June 30, 2020 from 2,806 as of June 30, 2019. Typically, the number of loans increases during periods of increasing precious metal prices and decreases during periods of declining precious metal prices. Silver prices declined significantly in the quarter ended March 31, 2020, resulting in an increase in margin calls and borrower loan liquidations due to a decline in the value of the precious metals collateral. During the quarter ended June 30, 2020 silver prices rebounded and new loans were originated and acquired. The Company did not incur loan losses related to the margin calls or borrower loan liquidations during the year ended June 30, 2020 or the comparable period. Interest Expense — Secured Lending in thousands Years Ended June 30, Interest expense 2020 2019 $ % $ (8,332) $ % of interest income (68.222)% $ $ (7,178) % of interest income Increase/ (decrease) Increase/ (decrease) (67.355)% $ 1,154 16.1% 37 Table of Contents Interest expense for the year ended June 30, 2020 increased $1.2 million, or 16.1% to $8.3 million from $7.2 million in 2019. The change in interest expense is primarily due to our Notes, which were outstanding for a full annual period in fiscal 2020, while only outstanding for a partial period in the prior year, accompanied by an increase in loan servicing fees, offset by a reduction in interest related to our Trading Credit Facility. As compared to the same year-ago period, interest expense components changed by the following amounts: (i) an increase of $1.7 million related to our notes payable (which were issued in September 2018), and (ii) an increase of $0.4 million related to loan servicing, partially offset by (iii) a reduction of $0.9 million related to our Trading Credit Facility. Selling, General and Administrative Expenses — Secured Lending in thousands Years Ended June 30, Selling, general, and administrative expenses 2020 2019 $ % $ (1,893) $ % of interest income (15.500)% $ $ (1,456) % of interest income Increase/ (decrease) Increase/ (decrease) (13.662)% $ 437 30.0% Selling, general and administrative expenses for the year ended June 30, 2020 increased $0.4 million, or 30.0%, to $1.9 million from $1.5 million in 2019. The increase was primarily due to an increase in depreciation and amortization expense. Other Income, net — Secured Lending in thousands Years Ended June 30, 2020 2019 $ % % of interest income $ $ % of interest income Increase/ (decrease) Increase/ (decrease) Other income, net $ 577 4.724% $ 105 0.985% $ 472 449.5% Other income, net for the year ended June 30, 2020 increased $0.5 million, or 449.5% to $0.6 million from $0.1 million in 2019. The aggregate increase was primarily due to an increase of $0.5 million in royalties. Results of Operations — Direct Sales Segment The Company operates its Direct Sales segment through its wholly-owned subsidiaries Goldline Inc. (“Goldline”) and AM IP LLC. ("AMIP"), and through its 50%-owned subsidiary Precious Metals Purchasing Partners, LLC. ("PMPP"). In fiscal 2018, management commenced our reporting of Direct Sales segment as a result of the acquisition of Goldline. In connection with our formation of AMIP in May 2018, the financial activity of AMIP was incorporated into the Direct Sales segment's fiscal 2019 results. In connection with the commencement PMPP operation in July 2019, the financial activity of PMPP was incorporated into the fiscal 2020 Direct Sales segment's results. 38 Table of Contents Overview of Results of Operations for the Years Ended June 30, 2020 and 2019 — Direct Sales Segment The operating results of our Direct Sales segment for the years ended June 30, 2020 and 2019 are as follows: in thousands, except performance metrics Years Ended June 30, Revenues Gross profit Selling, general and administrative expenses Interest income Interest expense Other expense, net Net income (loss) before provision for income taxes Performance Metrics: Gold ounces sold(1) Silver ounces sold(2) Direct Sales ticket volume(3) $ 2020 $ 100,195 (a) 10,065 (7,713) — — (219) % of revenue 100.000% $ 10.045% (b) (7.698)% — — (0.219)% 2019 $ 49,357 (c) 5,688 (8,772) 12 (342) (157) % of revenue $ Increase/ (decrease) % Increase/ (decrease) 100.000% $ 11.524% (d) $ $ (17.773)% $ 0.024% $ (0.693)% $ (0.318)% 50,838 4,377 (1,059) (12) (342) 62 103.0% 77.0% (12.1)% (100.0)% (100.0)% 39.5% $ 2,133 2.129% $ (3,571) (7.235)% $ 5,704 159.7% 45,000 773,000 18,541 16,000 1,067,000 16,828 29,000 (294,000) 1,713 181.3% (27.6)% 10.2% (a) (b) (c) (d) (1) (2) (3) Includes $26.4 million of inter-segment sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment. Gross profit percentage, excluding inter-segment sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment, is 12.549% for the period. Includes $0.9 million of inter-segment sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment. Gross profit percentage, excluding inter-segment company sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment, is 11.773% for the period. Gold ounces sold represents the ounces of gold product sold during the period. Silver ounces sold represents the ounces of silver product sold during the period. Direct Sales segment trading ticket volume represents the total number of product orders processed by Goldline and PMPP. Segment Results — Direct Sales Revenues — Direct Sales in thousands, except performance metrics Years Ended June 30, Revenues Performance Metrics: Gold ounces sold Silver ounces sold 2020 $ 100,195 $ % of revenue 100.000% $ 45,000 773,000 2019 $ 49,357 16,000 1,067,000 % of revenue $ Increase/ (decrease) % Increase/ (decrease) 100.000% $ 50,838 103.0% 29,000 (294,000) 181.3% (27.6)% Revenues for the year ended June 30, 2020 increased $50.8 million, or 103.0%, to $100.2 million from $49.4 million in 2019. Excluding inter- segment sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment, revenues for the year ended June 30, 2020 increased $25.3 million or 52.2% to $73.8 million from $48.5 million in 2019. Gold ounces sold for the year ended June 30, 2020 increased 29,000 ounces, or 181.3%, to 45,000 ounces from 16,000 ounces in 2019. Silver ounces sold for the year ended June 30, 2020 decreased 294,000 ounces, or 27.6%, to 773,000 ounces from 1,067,000 ounces in 2019. On average, the selling prices for gold increased by 15.8% and selling prices for silver increased by 0.1% during the year ended June 30, 2020 as compared to 2019. A combination of price volatility, increased demand, and supply constraints led to a significant expansion in premium spreads in the precious metals market during the second half of fiscal year 2020. These factors were brought on by the recent volatility in precious metal prices caused by macroeconomic and other events. These conditions are not representative of normal market conditions, and we are uncertain of the duration of these conditions. 39 Table of Contents Gross Profit — Direct Sales in thousands, except performance metric Years Ended June 30, Gross profit Performance Metric: 2020 2019 % of revenue $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) 10.045% $ 5,688 11.524% $ 4,377 77.0% $ 10,065 $ Direct Sales ticket volume 18,541 16,828 1,713 10.2% Gross profit for the year ended June 30, 2020 increased by $4.4 million, or 77.0%, to $10.1 million from $5.7 million in 2019. For the year ended June 30, 2020, the Company’s profit margin percentage decreased by 147.9 basis points to 10.045% from 11.524% in 2019. Excluding the impact of inter- segment sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment, the Direct Sales segment's gross profit margin percentage increased by 77.6 basis points to 12.549% from 11.773% in 2019. The Direct Sales ticket volume for the year ended June 30, 2020 increased by 1,713 tickets, or 10.2%, to 18,541 tickets from 16,828 tickets in 2019. The increase in trading ticket volume was primarily due to higher demand as compared to 2019. Selling, General and Administrative Expense — Direct Sales in thousands Years Ended June 30, Selling, general and administrative expenses 2020 $ % of revenue 2019 $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) $ (7,713) (7.698)% $ (8,772) (17.773)% $ (1,059) (12.1)% Selling, general and administrative expenses for the year ended June 30, 2020 decreased $1.1 million, or 12.1%, to $7.7 million from $8.8 million in 2019. The decrease in selling, general and administrative expenses was primarily due to cost reduction efforts implemented at Goldline, resulting in reductions of: personnel costs of $0.8 million, computer costs of $0.3 million, and advertising cost of $0.2 million, which were partially offset by increases in legal costs of $0.3 million and the costs of operating PMPP of $0.5 million. Interest expense — Direct Sales in thousands Years Ended June 30, 2020 2019 $ % of revenue $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) Interest expense $ — — $ (342) (0.693)% $ (342) (100.0)% Interest expense for the year ended June 30, 2020 decreased $0.3 million, or 100.0% to $0.0 million from $0.3 million in 2019. The decrease primarily relates to the extinguishment of the Goldline Credit Facility in the second quarter of fiscal 2019. Other income (expense) — Direct Sales in thousands Years Ended June 30, 2020 $ % of revenue 2019 $ % of revenue $ Increase/ (decrease) % Increase/ (decrease) Other expense, net $ (219) (0.219)% $ (157) (0.318)% $ 62 39.5% For the year ended June 30, 2020, the other expense activity of $0.2 million related to a one-time charge in connection with the settlement of the purchase price related to the acquisition of Goldline. For the year ended June 30, 2019, the other expense activity of $0.2 million related to a premium associated with the extinguishment Goldline Credit Facility before its maturity date. 40 Table of Contents LIQUIDITY AND FINANCIAL CONDITION Primary Sources and Uses of Cash Overview Liquidity is defined as our ability to generate sufficient amounts of cash to meet all of our cash needs. Liquidity is of critical importance to us and imperative to maintain our operations on a daily basis. A substantial portion of our assets are liquid. As of June 30, 2020, approximately 93.8% of our assets consisted of cash, receivables, derivative assets, secured loans receivables, precious metals held under financing arrangements and inventories, measured at fair value. Cash generated from the sales of our precious metals products is our primary source of operating liquidity. Typically, the Company acquires its inventory by: (i) purchasing inventory from our suppliers by utilizing its own capital and lines of credit; (ii) borrowing precious metals from its suppliers under short-term arrangements which may bear interest at a designated rate, and (iii) repurchasing inventory at an agreed-upon price based on the spot price on the specified repurchase date. In addition to selling inventory, the Company generates cash from earning interest income. The Company enters into secured loans and secured financing structures with its customers under which it charges interest. The Company offers a number of secured financing options to its customers to finance their precious metals purchases including consignments and other structured inventory finance products. The loans are secured by precious metals and numismatic material owned by the borrowers and held by the Company as security for the term of the loan. Furthermore, our customers may enter into agreements whereby the customer agrees to repurchase our precious metals at the prevailing spot price for delivery of the product at a specific point in time in the future; interest income is earned from the contract date until the material is delivered and paid for in full. We continually review our overall credit and capital needs to ensure that our capital base, both stockholders’ equity and available credit facilities, can appropriately support our anticipated financing needs. The Company also continually monitors its current and forecasted cash requirements, and draws upon and pays down its lines of credit so as to minimize interest expense. The Company believes that the Trading Credit Facility (as defined below), the notes payable, liabilities on borrowed metals, and product financing arrangements provide adequate means to capital for its operations. (See Note 14 of the notes to consolidated financial statements.) Lines of Credit in thousands June 30, 2020 June 30, 2019 June 30, 2020 Compared to June 30, 2019 Lines of credit $ 135,000 $ 167,000 $ (32,000) Effective March 27, 2020, through an amendment and restatement of the applicable credit documents, A-Mark renewed its uncommitted demand borrowing facility ("Trading Credit Facility") with a syndicate of banks. Under the agreements, Coöperatieve Rabobank U.A. acts as joint lead lender and administrative agent and Natixis acts as joint lead arranger and syndication agent for the syndicate. As of June 30, 2020, the Trading Credit Facility provided the Company with access up to $270.0 million, featuring a $220.0 million base, with a $50.0 million accordion option. The maturity date of the credit facility is March 26, 2021. The Trading Credit Facility was formed on March 31, 2016, and the Company has successfully amended and extended the terms of the Trading Credit Facility each year since its inception. A-Mark routinely uses funds drawn under the Trading Credit Facility to purchase metals from its suppliers and for other operating cash flow purposes. Our CFC subsidiary also uses the funds drawn under the Trading Credit Facility to finance its lending activities. The cash generated from our operations typically increases during periods of high demand for our products, market supply constraints, and increased volatility of the price of precious metals. Such a period occurred during the second half of fiscal 2020, and as a result, increased cash generated from operations provided the Company additional liquidity, thereby decreasing our use of the Trading Credit Facility in the current period. 41 Table of Contents Notes Payable in thousands June 30, 2020 June 30, 2019 June 30, 2020 Compared to June 30, 2019 Notes payable $ 92,517 $ 91,859 $ 658 On September 14, 2018, AM Capital Funding, LLC. (“AMCF”), a wholly owned subsidiary of CFC, completed an issuance of Secured Senior Term Notes, Series 2018-1, Class A in the aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B in the aggregate principal amount of $28.0 million. The Class A Notes bear interest at a rate of 4.98% and the Class B Notes bear interest at a rate of 5.98%. The Notes have a maturity date of December 15, 2023. As of June 30, 2020, the consolidated aggregate carrying balance of the Notes was $92.5 million (which excludes the $5.0 million Note that the Company retained), and the remaining unamortized loan cost balance was approximately $2.5 million, which is amortized using the effective interest method through the maturity date. (See Note 14 of the notes to consolidated financial statements.) Liabilities on Borrowed Metals in thousands June 30, 2020 June 30, 2019 June 30, 2020 Compared to June 30, 2019 Liabilities on borrowed metals $ 168,206 $ 201,144 $ (32,938) We borrow precious metals from our suppliers and customers under short-term arrangements using other precious metal from our inventory or precious metals held under financing arrangements as collateral. Amounts under these arrangements require repayment either in the form of precious metals or cash. Liabilities also arise from unallocated metal positions held by customers in our inventory. Typically, these positions are due on demand, in a specified physical form, based on the total ounces of metal held in the position. Product Financing Arrangements in thousands June 30, 2020 June 30, 2019 June 30, 2020 Compared to June 30, 2019 Product financing arrangements $ 74,678 $ 94,505 $ (19,827) The Company has agreements with financial institutions and other third parties that allow the Company to transfer its gold and silver inventory to the third party at an agreed-upon price based on the spot price, which provides alternative sources of liquidity. During the term of the agreement both parties intend for inventory to be returned at an agreed-upon price based on the spot price on the termination (repurchase) date. The third parties charge monthly interest as a percentage of the market value of the outstanding obligation; such monthly charges are classified as interest expense. These transactions do not qualify as sales and therefore have been accounted for as financing arrangements and reflected in the consolidated balance sheet as product financing arrangements. The obligation is stated at the amount required to repurchase the outstanding inventory. Both the product financing arrangements and the underlying inventory (which is entirely restricted) are carried at fair value, with changes in fair value included as a component of cost of sales. 42 Table of Contents Secured Loans Receivable in thousands June 30, 2020 June 30, 2019 June 30, 2020 Compared to June 30, 2019 Secured loans receivable $ 63,710 $ 125,298 $ (61,588) CFC is a California licensed finance lender that makes and acquires commercial loans secured by bullion and numismatic coins that affords our customers a convenient means of financing their inventory or collections. (See Note 5 of the notes to consolidated financial statements.) AMCF also purchases and holds secured loans from CFC to meet its collateral requirements related to the Notes. (See Note 14 of the notes to consolidated financial statements.) Most of the Company's secured loans are short-term in nature. The renewal of these instruments is at the discretion of the Company and, as such, provides us with some flexibility in regards to our capital deployment strategies. Silver prices declined significantly in the quarter ended March 31, 2020, resulting in an increase in the margin calls and borrower loan liquidations due to a decline in the value of the precious metal collateral. During the quarter ended June 30, 2020 silver prices rebounded and new loans were originated and acquired. The Company did not incur loan losses related to the margin calls or borrower loan liquidations. Cash Flows The majority of the Company’s trading activities involve two day value trades under which payment is received in advance of delivery or product is received in advance of payment. The high volume, rapid rate of inventory turnover, and high average value per trade can cause material changes in the sources of cash used in or provided by operating activities on a daily basis. The Company manages these variances through its liquidity forecasts and counterparty limits by maintaining a liquidity reserve to meet the Company’s cash needs. The Company uses various short-term financial instruments to manage the rapid cycle of our trading activities from customer purchase order to cash collections and product delivery, which can cause material changes in the amount of cash used in or provided by financing activities on a daily basis. The following summarizes components of our consolidated statements of cash flows for the years ended June 30, 2020 and 2019: in thousands Year Ended Net cash provided by (used in) operating activities Net cash provided by (used in) investing activities Net cash (used in) provided by financing activities June 30, 2020 June 30, 2019 June 30, 2020 Compared to June 30, 2019 $ $ $ 47,935 $ 48,774 $ (52,704) $ (14,533) $ (14,805) $ 31,367 $ 62,468 63,579 (84,071) Our principal capital requirements have been to fund (i) working capital and (ii) investing activity. Our working capital requirements fluctuate with market conditions, the availability of precious metals and the volatility of precious metals commodity pricing. Net cash provided by (used in) operating activities Operating activities provided $47.9 million and used $14.5 million in cash for the years ended June 30, 2020 and 2019, respectively, representing a $62.5 million increase in the source of cash compared to the year ended June 30, 2019. The increase in cash is mainly due to higher net income generated from increased demand for precious metal products and favorable changes in working capital balances. The increase in cash due to changes in working capital balances included: accounts payable and other current liabilities, liabilities on borrowed metals and derivative liabilities, partially offset by a decrease in cash due to changes in working capital balances of: precious metals held under financing arrangements, receivables, inventories, and derivative assets. Net cash provided by (used in) investing activities Investing activities provided $48.8 million and used $14.8 million in cash for the years ended June 30, 2020 and 2019, respectively, representing a $63.6 million increase in the source of cash compared to the year ended June 30, 2019. This period over 43 Table of Contents period increase was due to the change in the balance of secured loans of $65.3 million compared to the comparable prior period, as a higher number of loans were liquidated in the current period due to price volatility, partially offset by cash used in providing loans of $3.5 million to customers. Net cash (used in) provided by financing activities Financing activities used $52.7 million and provided $31.4 million in cash for the years ended June 30, 2020 and 2019, respectively, representing a $84.1 million decrease in the source of cash compared to the year ended June 30, 2019. This period over period decrease was primarily due to the change in proceeds from issuance of notes payable of $95.0 million received in the prior fiscal year and changes in the balance of product financing arrangements of $0.4 million, partially offset by the change in repayments of notes payable to a related party of $7.5 million, the change in debt issuance costs of $3.0 million, and the change in the balance of the Trading Credit Facility of $1.0 million. CAPITAL RESOURCES We believe that our current cash availability under the Trading Credit Facility, product financing arrangements, financing derived from borrowed metals and the cash we anticipate to generate from operating activities will provide us with sufficient liquidity to satisfy our working capital needs, capital expenditures, investment requirements and commitments through at least the next twelve months. CONTRACTUAL OBLIGATIONS, CONTINGENT LIABILITIES AND COMMITMENTS Counterparty Risk We manage our counterparty risk by setting credit and position risk limits with our trading counterparties. These limits include gross position limits for counterparties engaged in sales and purchase transactions and inventory consignment transactions with us. They also include collateral limits for different types of sale and purchase transactions that counterparties may engage in from time to time. Commodities Risk and Derivatives We use a variety of strategies to manage our risk including fluctuations in commodity prices for precious metals. Our inventory consists of, and our trading activities involve, precious metals and precious metal products, whose prices are linked to the corresponding precious metal commodity prices. Inventory purchased or borrowed by us are subject to price changes. Inventory borrowed is considered natural hedges, since changes in value of the metal held are offset by the obligation to return the metal to the supplier or deliver metals to the customer. Open sale and purchase commitments in our trading activities are subject to changes in value between the date the purchase or sale price is fixed (the trade date) and the date the metal is received or delivered (the settlement date). We seek to minimize the effect of price changes of the underlying commodity through the use of forward and futures contracts. Our open sale and purchase commitments generally settle within 2 business days, and for those commitments that do not have stated settlement dates, we have the right to settle the positions upon demand. Our policy is to substantially hedge our underlying precious metal commodity inventory position. We regularly enter into metals commodity forward and futures contracts with financial institutions to hedge price changes that would cause changes in the value of our physical metals positions and purchase commitments and sale commitments. We have access to all of the precious metals markets, allowing us to place hedges. However, we also maintain relationships with major market makers in every major precious metals dealing center, which allows us to enter into contracts with market makers. Our forwards contracts open at June 30, 2020 are scheduled to settle within 60 days. Futures positions do not have settlement dates. The Company typically uses futures contracts for its shorter term hedge positions and forward contracts for longer term hedge positions. The Company enters into these derivative transactions solely for the purpose of hedging our inventory holding risk, and not for speculative market purposes. Due to the nature of our hedging strategy, we are not using hedge accounting as defined under, Derivatives and Hedging Topic 815 of the Accounting Standards Codification ("ASC".) Unrealized gains or losses resulting from our futures and forward contracts are reported as cost of sales with the related amounts due from or to counterparties reflected as derivative assets or liabilities. The Company adjusts the derivatives to fair value on a daily basis until the transactions are settled. When these contracts are net settled, the unrealized gains and losses are reversed and the realized gains and losses for forward contracts are recorded in revenue and cost of sales and the net realized gains and losses for futures and option contracts are recorded in cost of sales. 44 Table of Contents The Company’s net gains (losses) on derivative instruments for the years ended June 30, 2020 and 2019, totaled $8.1 million and $(1.1) million, respectively. These net gains (losses) on derivative instruments were substantially offset by the changes in fair market value of the underlying precious metals inventory and open sale and purchase commitments, which is also recorded in cost of sales in the consolidated statements of income. The purpose of the Company's hedging policy is to substantially match the change in the value of the derivative financial instrument to the change in the value of the underlying hedged item. The following table summarizes the results of our hedging activities, showing the precious metal commodity inventory position, net of open sale and purchase commitments, which is subject to price risk, compared to change in the value of the derivative instruments as of June 30, 2020 and June 30, 2019: in thousands Inventories Precious metals held under financing arrangements Less unhedgeable inventories: Commemorative coin inventory, held at lower of cost or net realizable value Premium on metals position Precious metal value not hedged Commitments at market: Open inventory purchase commitments Open inventory sales commitments Margin sale commitments In-transit inventory no longer subject to market risk Unhedgeable premiums on open commitment positions Borrowed precious metals Product financing arrangements Advances on industrial metals Precious metal subject to price risk Precious metal subject to derivative financial instruments: Precious metals forward contracts at market values Precious metals futures contracts at market values Total market value of derivative financial instruments June 30, 2020 June 30, 2019 $ 321,281 $ 178,577 499,858 (17) (3,684) (3,701) 496,157 514,553 (309,134) (14,652) (3,605) 2,779 (168,206) (74,678) 318 (52,625) 443,532 73,948 369,842 443,790 292,861 208,792 501,653 (17) (4,424) (4,441) 497,212 166,600 (158,870) (11,652) (809) 838 (201,144) (94,505) 8,644 (290,898) 206,314 133,612 72,218 205,830 Net precious metals subject to commodity price risk $ (258) $ 484 We are exposed to the risk of default of the counterparties to our derivative contracts. Significant judgment is applied by us when evaluating the fair value implications. We regularly review the creditworthiness of our major counterparties and monitor our exposure to concentrations. At June 30, 2020, we believe our risk of counterparty default is mitigated based on our evaluation of the creditworthiness of our major counterparties, the strong financial condition of our counterparties, and the short-term duration of these arrangements. Commitments and Contingencies Refer to Note 15 for information relating Company's commitments and contingencies. OFF-BALANCE SHEET ARRANGEMENTS As of June 30, 2020 and June 30, 2019, we had the following outstanding sale and purchase commitments and open forward and future contracts, which are normal and recurring, in nature: 45 Table of Contents in thousands Purchase commitments Sales commitments Margin sale commitments Open forward contracts Open futures contracts Foreign exchange forward contracts June 30, 2020 June 30, 2019 514,553 $ (309,134) $ (14,652) $ 73,948 $ 369,842 $ 4,599 $ 166,600 (158,870) (11,652) 133,612 72,218 5,934 $ $ $ $ $ $ The notional amounts of the commodity forward and futures contracts and the open sales and purchase orders, as shown in the table above, are not reflected at the notional amounts in the consolidated balance sheets. The Company records commodity forward and futures contracts at the fair value, which is the difference between the market price of the underlying metal or contract measured on the reporting date and the trade amount measured on the date the contract was transacted. The fair value of the open derivative contracts are shown as a component of derivative assets or derivative liabilities in the accompanying consolidated balance sheets. The Company enters into the derivative forward and future transactions solely for the purpose of hedging its inventory holding risk, and not for speculative market purposes. The Company’s gains (losses) on derivative instruments are substantially offset by the changes in fair market value of the underlying precious metals inventory position, including our open sale and purchase commitments. The Company records the derivatives at the trade date, and any corresponding unrealized gains or losses are shown as a component of cost of sales in the consolidated statements of income. We adjust the carrying value of the derivatives to fair value on a daily basis until the transactions are physically settled. (See Note 11 of the notes to consolidated financial statements.) CRITICAL ACCOUNTING POLICIES Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). In connection with the preparation of our financial statements, we are required to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review our accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could materially differ from our estimates. Our significant accounting policies are discussed in Note 2 of the Notes to consolidated financial statements. We believe that the following accounting policies are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors. Revenue Recognition The Company accounts for its metals and sales contracts using settlement date accounting. Pursuant to such accounting, the Company recognizes the sale or purchase of the metals at settlement date. During the period between the trade and settlement dates, the Company has entered into a forward contract that meets the definition of a derivative in accordance with the Derivatives and Hedging Topic 815 of the ASC. The Company records the derivative at the trade date with any corresponding unrealized gains (losses), shown as component of cost of sales in the consolidated statements of income. The Company adjusts the derivatives to fair value on a daily basis until the transactions are settled. When these contracts are settled, the unrealized gains and losses are reversed, and revenue is recognized for contracts that are physically settled. For contracts that are net settled, the realized gains and losses are recorded in cost of sales, with the exception of forward contracts, where their associated realized gains and losses are recorded in revenue and cost of sales, respectively. Also, the Company recognizes its storage, logistics, licensing, and other services revenues in accordance with the FASB's release ASU 2014- 09 Revenue From Contracts With Customers Topic 606 and subsequent related amendments ("ASC 606"), which follows five basic steps to determine whether revenue can be recognized: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. 46 Table of Contents Inventories The Company's inventory primarily includes bullion and bullion coins, which are initially recorded at fair market value. The fair market value of the bullion and bullion coins is comprised of two components: (i) published market values attributable to the cost of the raw precious metal, and (ii) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources. The premium is included in the cost of the inventory, paid at acquisition, and is a component of the total fair market value of the inventory. The precious metal component of the inventory may be hedged through the use of precious metal commodity positions, while the premium component of our inventory is not a commodity that may be hedged. The Company’s inventory, except for certain lower of cost or net realizable value basis products (as described below), is subsequently recorded at their fair market values. The daily changes in the fair market value of our inventory are offset by daily changes in the fair market value of hedging derivatives that are taken with respect to our inventory positions; both the change in the fair market value of the inventory and the change in the fair market value of these derivative instruments are recorded in cost of sales in the consolidated statements of income. While the premium component included in inventory is marked-to-market, our commemorative coin inventory, including its premium component, is held at the lower of cost or net realizable value, because the value of commemorative coins is influenced more by supply and demand determinants than on the underlying spot price of the precious metal content of the commemorative coins. Unlike our bullion coins, the value of commemorative coins is not subject to the same level of volatility as bullion coins because our commemorative coins typically carry a substantially higher premium over the spot metal price than bullion coins. Additionally, neither the commemorative coin inventory nor the premium component of our inventory is hedged. Inventory includes amounts borrowed from suppliers and customers arising from various arrangements including unallocated metal positions held by customers in the Company’s inventory, amounts due to suppliers for the use of consigned inventory, metals held by suppliers as collateral on advanced pool metals, as well as shortages in unallocated metal positions held by the Company in the supplier’s inventory. Unallocated or pool metal represents an unsegregated inventory position that is due on demand, in a specified physical form, based on the total ounces of metal held in the position. Amounts under these arrangements require delivery either in the form of precious metals or cash. The Company mitigates market risk of its physical inventory and open commitments through commodity hedge transactions. (See Note 11 of the notes to consolidated financial statements.) The Company enters into product financing agreements for the transfer and subsequent option to reacquire its gold and silver inventory at an agreed- upon price based on the spot price with a third party finance company. This inventory is restricted and is held at a custodial storage facility in exchange for a financing fee, charged by the third party finance company. During the term of the financing agreement, the third party company holds the inventory as collateral, and both parties intend for the inventory to be returned to the Company at an agreed-upon price based on the spot price on the termination (repurchase) date. The third party charges a monthly fee as percentage of the market value of the outstanding obligation; such monthly charge is classified as interest expense. These transactions do not qualify as sales and have been accounted for as financing arrangements in accordance with ASC 470-40 Product Financing Arrangements, and are reflected in the consolidated balance sheets as product financing arrangements. The obligation is stated at the amount required to repurchase the outstanding inventory. Both the product financing and the underlying inventory (which is restricted) are carried at fair value, with changes in fair value included in cost of sales in the consolidated statements of income. The Company periodically loans metals to customers on a short-term consignment basis. Such inventory is removed at the time the customer elects to price and purchase the metals, and the Company records a corresponding sale and receivable. The Company enters into financing arrangements with certain customers under which A-Mark purchases precious metals products that are subject to repurchase by the customer at the fair value of the product on the repurchase date. The Company or the counterparty may typically terminate any such arrangement with 14 days' notice. Upon termination the customer’s rights to repurchase any remaining inventory is forfeited. Goodwill and Other Purchased Intangible Assets We evaluate goodwill and other indefinite-lived intangibles for impairment annually in the fourth quarter of the fiscal year (or more frequently if indicators of potential impairment exist) in accordance with the Intangibles - Goodwill and Other Topic 350 of the ASC. Other finite-lived intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be recoverable. We may first qualitatively assess whether relevant events and circumstances make it more likely than not that the fair value of the reporting unit's goodwill is less than its carrying value. If, based on this qualitative assessment, we determine that goodwill is more likely than not to be impaired, a quantitative impairment test is performed. This step requires us to determine the fair value of the business, and compare the calculated fair value of a reporting unit with its 47 Table of Contents carrying amount, including goodwill. If through this quantitative analysis the Company determines the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is considered not to be impaired. If the Company concludes that the fair value of the reporting unit is less than its carrying value, a goodwill impairment will be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company also performs impairment reviews on its indefinite-lived intangible assets (i.e., trade names and trademarks). In assessing its indefinite-lived intangible assets for impairment, the Company has the option to first perform a qualitative assessment to determine whether events or circumstances exist that lead to a determination that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If the Company determines that it is not more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the Company is not required to perform any additional tests in assessing the asset for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it is required to perform a quantitative analysis to determine if the fair value of an indefinite-lived intangible asset is less than its carrying value. If through a quantitative analysis the Company determines the fair value of an indefinite- lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is considered not to be impaired. If the Company concludes that the fair value of an indefinite-lived intangible asset is less than its carrying value, an impairment will be recognized for the amount by which the carrying amount exceeds the indefinite-lived intangible asset’s fair value. Income Taxes As part of the process of preparing its consolidated financial statements, the Company is required to estimate its provision for income taxes in each of the tax jurisdictions in which it conducts business, in accordance with the Income Taxes Topic 740 of the ASC ("ASC 740"). The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Significant judgment is required in determining the Company's annual tax rate and in evaluating uncertainty in its tax positions. The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that the Company recognizes the impact of a tax position in the financial statements if the position is not more likely than not to be sustained upon examination based on the technical merits of the position. The Company recognizes interest and penalties related to certain uncertain tax positions as a component of income tax expense and the accrued interest and penalties are included in deferred and income taxes payable in the Company’s consolidated balance sheets. See Note 12 for more information on the Company’s accounting for income taxes. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The factors used to assess the likelihood of realization include the Company's forecast of the reversal of temporary differences, future taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company's effective tax rate on future earnings. Based on our assessment, it appears more likely than not that all of the net deferred tax assets will be realized through future taxable income. RECENT ACCOUNTING PRONOUNCEMENTS For a description of accounting changes and recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial position or results of operations, see Note 2 of the notes to consolidated financial statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable to smaller reporting companies. 48 Table of Contents ITEM 8. FINANCIAL STATEMENTS Index to the Consolidated Financial Statements and Notes thereof Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of June 30, 2020 and June 30, 2019 Consolidated Statements of Income for the Years Ended June 30, 2020 and 2019 Consolidated Statement of Stockholders' Equity for the Years Ended June 30, 2020 and 2019 Consolidated Statements of Cash Flows for the Years Ended June 30, 2020 and 2019 Notes to Consolidated Financial Statements Note 1. Description of Business Note 2. Summary of Significant Accounting Policies Note 3. Assets and Liabilities, at Fair Value Note 4. Receivables Note 5. Secured Loans Receivable Note 6. Inventories Note 7. Property, Plant, and Equipment Note 8. Goodwill and Intangible Assets Note 9. Long-Term Investments Note 10. Accounts Payable and Other Current Liabilities Note 11. Derivative Instruments and Hedging Transactions Note 12. Income Taxes Note 13. Related Party Transactions Note 14. Financing Agreements Note 15. Commitments and Contingencies Note 16. Stockholders' Equity Note 17. Customer and Supplier Concentrations Note 18. Segments and Geographic Information Note 19. Subsequent Events 49 Page 50 51 53 54 55 56 56 57 67 70 71 73 75 75 77 77 77 81 84 86 88 89 92 93 97 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders A-Mark Precious Metals, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of A-Mark Precious Metals, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of June 30, 2020 and 2019, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2015. Newport Beach, California September 11, 2020 50 Table of Contents A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (amounts in thousands, except for share data) ASSETS Current assets: Cash(1) Receivables, net(1) Derivative assets Secured loans receivable(1) Precious metals held under financing arrangements(1) Inventories: Inventories(1) Restricted inventories Income tax receivable Prepaid expenses and other assets(1) Total current assets Operating lease right of use assets Property, plant, and equipment, net Goodwill Intangibles, net Long-term investments Deferred tax assets Other long-term assets Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Lines of credit Liabilities on borrowed metals Product financing arrangements Accounts payable and other current liabilities Derivative liabilities(1) Accrued liabilities(1) Income tax payable Total current liabilities Notes payable(1) Deferred tax liabilities Other liabilities Total liabilities Commitments and contingencies Stockholders’ equity: Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of June 30, 2020 and June 30, 2019 Common stock, par value $0.01; 40,000,000 shares authorized; 7,031,500 and 7,031,450 shares issued and outstanding as of June 30, 2020 and June 30, 2019, respectively Additional paid-in capital Retained earnings Total A-Mark Precious Metals, Inc. stockholders’ equity Non-controlling interests Total stockholders’ equity Total liabilities, non-controlling interests and stockholders’ equity (1) Includes amounts of the consolidated variable interest entity, which is presented separately in the table below. June 30, 2020 June 30, 2019 $ $ $ 52,325 49,142 46,325 63,710 178,577 246,603 74,678 321,281 — 2,659 714,019 4,223 5,675 8,881 4,974 16,763 — 3,500 758,035 135,000 168,206 74,678 140,930 25,414 10,397 2,135 556,760 92,517 62 3,802 653,141 8,320 26,895 2,428 125,298 208,792 198,356 94,505 292,861 1,473 2,783 668,850 — 6,731 8,881 5,852 11,885 3,163 — 705,362 167,000 201,144 94,505 62,180 9,971 6,137 — 540,937 91,859 — — 632,796 — — 71 27,289 73,644 101,004 3,890 104,894 758,035 $ 71 26,452 43,135 69,658 2,908 72,566 705,362 $ $ $ $ See accompanying Notes to Consolidated Financial Statements 51 Table of Contents A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (amounts in thousands) In September 2018, AM Capital Funding, LLC. (“AMCF”), a wholly owned subsidiary of CFC, completed an issuance of Secured Senior Term Notes, Series 2018-1, Class A in the aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B in the aggregate principal amount of $28.0 million (collectively, the "Notes"). The Class A Notes bear interest at a rate of 4.98% and the Class B Notes bear interest at a rate of 5.98%. The Notes have a maturity date of December 15, 2023. The Company consolidates a variable interest entity ("VIE") if it is considered to be the primary beneficiary. AMCF is a VIE because its equity may be insufficient to maintain its ongoing collateral requirements without additional financial support from the Company. The securitization is primarily secured by cash, bullion loans, and precious metals, and the Company is required to continuously hedge the value of certain collateral and make future contributions as necessary. The Company is the primary beneficiary of this VIE because the Company has the right to determine the type of collateral (i.e., cash, secured loans, or precious metals) placed into the entity, has the right to receive (and has received) the proceeds from the securitization transaction, earns on-going interest income from the secured loans (subject to collateral requirements), and has the obligation to absorb losses should AMCF's interest expense and other costs exceed its interest income. The following table presents the assets and liabilities of this VIE, which is included in the consolidated balance sheets above. The holders of the Notes have a first priority security interest in the assets as shown in the table below, which are in excess of the Notes' aggregate principal amount. Additionally, the liabilities of the VIE include intercompany balances, which are eliminated in consolidation. See Note 14 for additional information. ASSETS OF THE CONSOLIDATED VIE Cash Receivables, net Secured loans receivable Precious metals held under financing arrangements Inventories Prepaid expenses and other assets Total assets of the consolidated variable interest entity LIABILITIES OF THE CONSOLIDATED VIE Deferred payment obligations(1) Derivative liabilities Accrued liabilities Notes payable(2) Total liabilities of the consolidated variable interest entity June 30, 2020 June 30, 2019 $ $ $ $ 26,697 3,005 34,739 20,968 24,057 16 109,482 13,275 541 387 97,517 111,720 $ $ $ $ 2,390 1,664 82,544 — 16,867 31 103,496 5,213 1,241 811 96,859 104,124 (1) (2) This is an intercompany balance, which is eliminated in consolidation and hence not shown on the consolidated balance sheets. $5.0 million of the Notes are held by A-Mark, which is eliminated in consolidation and hence not shown on the consolidated balance sheets. See accompanying Notes to Consolidated Financial Statements 52 Table of Contents A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except for share and per share data) Revenues Cost of sales Gross profit Selling, general, and administrative expenses Interest income Interest expense Other income, net Unrealized gains on foreign exchange Net income before provision for income taxes Income tax expense Net income Net income attributable to non-controlling interests Net income attributable to the Company Basic and diluted net income per share attributable to A-Mark Precious Metals, Inc.: Basic Diluted Weighted average shares outstanding: Basic Diluted Years Ended June 30, 2020 June 30, 2019 5,461,094 $ 5,394,121 66,973 (36,756) 21,237 (18,859) 5,226 57 37,878 (6,387) 31,491 982 30,509 $ 4.34 $ 4.31 $ 7,031,500 7,080,500 4,783,157 4,751,199 31,958 (32,502) 19,270 (17,146) 1,697 — 3,277 (1,015) 2,262 37 2,225 0.32 0.31 7,031,400 7,085,300 $ $ $ See accompanying Notes to Consolidated Financial Statements 53 Table of Contents A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except for share data) Common Stock (Shares) Common Stock Additional Paid-in Capital Retained Earnings Total A-Mark Precious Metals, Inc. Stockholders' Equity Non- Controlling Interests Total Stockholders’ Equity Balance, June 30, 2018 Net income Share-based compensation Non-controlling ownership interest contribution Transactions with non-controlling interest Balance, June 30, 2019 Net income Share-based compensation Net payments related to share-based award activities Balance, June 30, 2020 7,031,450 $ — — — — 7,031,450 $ — — 50 7,031,500 $ 71 $ — — — — 71 $ — — — 71 $ 24,717 $ — 1,096 — 639 26,452 $ 953 (116) 27,289 $ 40,910 $ 2,225 — — — 43,135 $ 30,509 — — 73,644 $ 65,698 $ 2,225 1,096 — 639 69,658 $ 30,509 953 (116) 101,004 $ 3,410 $ 37 — 100 (639) 2,908 $ 982 — — 3,890 $ 69,108 2,262 1,096 100 — 72,566 31,491 953 (116) 104,894 See accompanying Notes to Consolidated Financial Statements 54 Table of Contents A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) Years Ended June 30, Cash flows from operating activities: 2020 2019 Net income Adjustments to reconcile net income to net cash provided by (used in) operating activities: $ 31,491 $ Provision (reversal) for doubtful accounts Depreciation and amortization Amortization of loan cost Deferred income taxes Interest added to principal of secured loans Change in accrued earn-out Debt extinguishment costs Share-based compensation Earnings from equity method investments Changes in assets and liabilities: Receivables Secured loans receivable Secured loans made to affiliates Derivative assets Income tax receivable Precious metals held under financing arrangements Inventories Prepaid expenses and other assets Accounts payable and other current liabilities Derivative liabilities Liabilities on borrowed metals Accrued liabilities Income tax payable Net cash provided by (used in) operating activities Cash flows from investing activities: Capital expenditures for property, plant, and equipment Purchase of long-term investments Purchase of intangible assets Secured loans receivable, net Other loans originated Net cash provided by (used in) investing activities Cash flows from financing activities: Product financing arrangements, net Borrowings and repayments under lines of credit, net Repayments on notes payable to related party Proceeds from issuance of notes payable Debt funding issuance costs Non-controlling ownership interest contribution Net payments related to share-based award activities Net cash (used in) provided by financing activities Net increase in cash, cash equivalents, and restricted cash Cash, cash equivalents, and restricted cash, beginning of period Cash, cash equivalents, and restricted cash, end of period Supplemental disclosures of cash flow information: Interest paid Income taxes paid Income taxes refunded Non-cash investing and financing activities: Interest added to principal of secured loans Investment transactions with non-controlling interest — 2,900 1,484 3,225 (19) — — 953 (4,878) (22,247) 3,086 5,261 (43,897) 1,473 30,215 (28,420) 59 78,750 15,443 (32,938) 3,859 2,135 47,935 (836) — (150) 53,260 (3,500) 48,774 (19,827) (32,000) — — (761) — (116) (52,704) 44,005 8,320 52,325 $ $ 18,160 447 $ 819 $ 19 $ — $ $ $ $ $ $ $ See accompanying Notes to Consolidated Financial Statements 55 2,262 (30) 2,807 1,192 707 (19) (588) 45 1,096 (1,198) 8,992 (1,304) (1,535) 4,967 80 53,774 (12,745) (668) 16,183 (10,486) (79,202) 1,137 — (14,533) (490) (2,300) — (12,015) — (14,805) (19,435) (33,000) (7,500) 95,000 (3,798) 100 — 31,367 2,029 6,291 8,320 15,509 177 47 19 639 Table of Contents 1. DESCRIPTION OF BUSINESS Basis of Presentation A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements comprise those of A-Mark Precious Metals, Inc. ("A-Mark" or the "Company"), its wholly owned subsidiaries, and its joint ventures in which the Company has a controlling interest. Business Segments The Company conducts its operations in three reportable segments: (i) Wholesale Trading & Ancillary Services, (ii) Secured Lending, and (iii) Direct Sales. Each of these reportable segments represents an aggregation of operating segments that meets the aggregation criteria set forth in Segment Reporting Topic 280 of the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification (“ASC”). (See Note 18.) Wholesale Trading The Wholesale Trading & Ancillary Services segment operates as a full-service precious metals trading company. The products that this segment sells include: gold, silver, platinum, and palladium primarily in the form of coins, rounds, bars, wafers, and grain. This segment's trading-related services include: consignment, storage, logistics, hedging, and various customized financial programs. Through its wholly owned subsidiary, A-Mark Trading AG (“AMTAG”), the Company promotes A-Mark's products and services throughout the European continent. Transcontinental Depository Services (“TDS”), also a wholly owned subsidiary of the Company, offers worldwide storage solutions to institutions, dealers, and consumers. The Company's wholly-owned subsidiary, A-M Global Logistics, LLC. ("Logistics" or “AMGL”), operates the Company's logistics fulfillment center. Logistics provides customers an array of complementary services, including packaging, shipping, handling, receiving, processing, and inventorying of precious metals and custom coins on a secure basis. Through our partially-owned subsidiary, AM&ST Associates, LLC. ("AMST" or "SilverTowne" or the "Mint"), the Company designs and produces minted silver products. The Company operates the Mint pursuant to a joint venture agreement with SilverTowne, L.P. The Company and SilverTowne L.P. own 69% and 31%, respectively, of AMST. The Company acquired its interest in AMST from SilverTowne L.P. to provide greater product selection to our customers and greater pricing stability within the supply chain, as well as to gain increased access to silver products during volatile market environments. Secured Lending The Company operates its Secured Lending segment through its wholly-owned subsidiary, Collateral Finance Corporation LLC. ("CFC".) CFC is a California licensed finance lender that originates and acquires commercial loans secured by bullion and numismatic coins. CFC's customers include coin and precious metal dealers, investors, and collectors. AM Capital Funding, LLC. (“AMCF”), a wholly owned subsidiary of CFC, was formed for the purpose of securitizing eligible secured loans of CFC. AMCF issued and administers Secured Senior Term Notes: Series 2018-1, Class A, with an aggregate principal amount of $72.0 million and Secured Subordinated Term Notes: Series 2018-1, Class B with an aggregate principal amount of $28.0 million (collectively, the "Notes".) The Class A Notes bear interest at a rate of 4.98% and the Class B Notes bear interest at a rate of 5.98%. The Notes have a maturity date of December 15, 2023. For additional information regarding this notes payable, see Note 14. 56 Table of Contents Direct Sales The Company's wholly-owned subsidiary, Goldline, Inc. ("Goldline"), is a direct retailer of precious metals to the investor community. Goldline markets its precious metal products on television, radio, and the internet. Goldline sells gold and silver bullion in the form of coins, rounds, and bars. AM IP LLC. ("AMIP"), a wholly owned subsidiary of Goldline, manages its intellectual property. In the fourth quarter of fiscal year 2019, Goldline entered into a joint venture agreement with one of the Company's related parties to form Precious Metals Purchasing Partners, LLC, ("PMPP"), a 50% owned subsidiary, primarily for the purpose of purchasing precious metals from the partners' retail customers for resale back into the marketplace. PMPP was capitalized in fiscal 2019, and commenced operations in fiscal 2020. Metals purchased by the joint venture are sold to the partners or their affiliates per the terms of the joint venture agreement. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements reflect the financial condition, results of operations, statement of stockholders’ equity, and cash flows of the Company, and were prepared using accounting principles generally accepted in the United States (“U.S. GAAP”). The Company consolidates its subsidiaries that are wholly-owned, majority owned, and entities that are variable interest entities where the Company is determined to be the primary beneficiary. Our consolidated financial statements include the accounts of: A-Mark, AMTAG, TDS, AMGL, AMST, CFC, AMCF, Goldline, AMIP, and PMPP (collectively the “Company”). Intercompany accounts and transactions are eliminated. Comprehensive Income For the years ended June 30, 2020 and 2019, there were no items that gave rise to other comprehensive income or loss, and, as a result net income equaled comprehensive income. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates include, among others, allowances for doubtful accounts, impairment assessments of property, plant and equipment and intangible assets, valuation allowance determination on deferred tax assets, contingent earn- out liabilities, determining the incremental borrowing rate for calculating right of use assets and lease liabilities, and revenue recognition judgments. Significant estimates also include the Company's fair value determination with respect to its financial instruments and precious metals inventory. Actual results could materially differ from these estimates. Fair Value Measurement The Fair Value Measurements and Disclosures Topic 820 of the ASC ("ASC 820"), creates a single definition of fair value for financial reporting. The rules associated with ASC 820 state that valuation techniques consistent with the market approach, income approach, and/or cost approach should be used to estimate fair value. Selection of a valuation technique, or multiple valuation techniques, depends on the nature of the asset or liability being valued, as well as the availability of data. (See Note 3.) Concentration of Credit Risk Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances. Assets that potentially subject the Company to concentrations of credit risk consist principally of receivables, loans of inventory to customers, and inventory hedging transactions. Concentration of credit risk with respect to receivables is limited due to the large number of customers composing the Company's customer base, the geographic dispersion of the customers, and the collateralization of substantially all receivable balances. Based on an assessment of credit risk, the Company typically grants collateralized credit to its customers. Credit risk with respect to loans of inventory to customers is minimal. The Company enters into inventory hedging transactions, principally utilizing metals commodity futures contracts traded on 57 Table of Contents national futures exchanges or forward contracts with credit worthy financial institutions. All of our commodity derivative contracts are under master netting arrangements and include both asset and liability positions. Substantially all of these transactions are secured by the underlying metals positions. Foreign Currency The functional currency of the Company is the United States dollar ("USD"). Also, the functional currency of the Company's wholly-owned foreign subsidiary, AMTAG, is USD, but it maintains its books of record in the European Union Euro. The Company remeasures the financial statements of AMTAG into USD. The remeasurement of local currency amounts into USD creates remeasurement gains and losses, which are included in the consolidated statements of income. To manage the effect of foreign currency exchange fluctuations, the Company utilizes foreign currency forward contracts. These derivatives generate gains and losses when settled and/or marked-to-market. Variable Interest Entity A variable interest entity ("VIE") is a legal entity that has either (i) a total equity investment that is insufficient to finance its activities without additional subordinated financial support or (ii) whose equity investors as a group lack the ability to control the entity’s activities or lack the ability to receive expected benefits or absorb obligations in a manner that is consistent with their investment in the entity. A VIE is consolidated for accounting purposes by its primary beneficiary, which is the party that has both the power to direct the activities that most significantly impact the VIE's economic performance, and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates VIEs when it is deemed to be the primary beneficiary. Management regularly reviews and reconsiders its previous conclusions regarding whether it holds a variable interest in potential VIEs, the status of an entity as a VIE, and whether the Company is required to consolidate such VIE's in the consolidated financial statements. AMCF, a wholly owned subsidiary of CFC, is a special purpose entity ("SPE") formed as part of a securitization transaction in order to isolate certain assets and distribute the cash flows from those assets to investors. AMCF was structured to insulate investors from claims on AMCF’s assets by creditors of other entities. The Company has various forms of ongoing involvement with AMCF, which may include (i) holding senior or subordinated interests in AMCF; (ii) acting as loan servicer for a portfolio of loans held by AMCF; and (iii) providing administrative services to AMCF. AMCF is required to maintain separate books and records. The assets and liabilities of this VIE, as of June 30, 2020 and June 30, 2019, are indicated on the table that follows the consolidated balance sheets. AMCF is a VIE because its initial equity investment may be insufficient to maintain its ongoing collateral requirements without additional financial support from the Company. The securitization is primarily secured by bullion loans and precious metals, and the Company is required to continuously hedge the value of certain collateral and make future contributions as necessary. The Company is the primary beneficiary of this VIE because the Company has the right to determine the type of collateral (i.e., cash, secured loans, or precious metals), has the right to receive (and has received) the proceeds from the securitization transaction, earns on-going interest income from the secured loans (subject to collateral requirements), and has the obligation to absorb losses should AMCF's interest expense and other costs exceed its interest income. (See Note 14.) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company does not have any cash equivalents as of June 30, 2020 and June 30, 2019. As of June 30, 2020 and June 30, 2019, the Company has $0.2 million and $0.3 million, respectively, in a bank account that is restricted and serves as collateral against a standby letter of credit issued by the bank in favor of the landlord for our office space in Los Angeles, California. 58 Table of Contents Precious Metals held under Financing Arrangements The Company enters into arrangements with certain customers under which A-Mark purchases precious metals from the customers which are subject to repurchase by the customer at the spot value of the product on the repurchase date. The precious metals purchased under these arrangements consist of rare and unique items, and therefore the Company accounts for these transactions as precious metals held under financing arrangements, which generate financing income rather than revenue earned from precious metals inventory sales. In these repurchase arrangements, the Company holds legal title to the metals and earns financing income for the duration of the agreement. These arrangements are typically terminable by either party upon 14 days' notice. Upon termination, the customer’s right to repurchase any remaining precious metal is forfeited, and the related precious metals are reclassified as inventory held for sale. As of June 30, 2020 and June 30, 2019, precious metals held under financing arrangements totaled $178.6 million and $208.8 million respectively. The Company’s precious metals held under financing arrangements are marked-to-market. Inventories Inventories principally include bullion and bullion coins that are acquired and initially recorded at cost and then marked to fair market value. The fair market value of the bullion and bullion coins comprises two components: (i) published market values attributable to the costs of the raw precious metal, and (ii) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form, and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable sources. The Company’s inventory, except for certain lower of cost or net realizable value basis products (as discussed below), are subsequently recorded at their fair market values, that is, "marked-to-market." The daily changes in the fair market value of our inventory are offset by daily changes in the fair market value of hedging derivatives that are taken with respect to our inventory positions; both the change in the fair market value of the inventory and the change in the fair market value of these derivative instruments are recorded in cost of sales in the consolidated statements of income. While the premium component included in inventory is marked-to-market, our commemorative coin inventory, including its premium component, is held at the lower of cost or net realizable value, because the value of commemorative coins is influenced more by supply and demand determinants than on the underlying spot price of the precious metal content of the commemorative coins. Unlike our bullion coins, the value of commemorative coins is not subject to the same level of volatility as bullion coins because our commemorative coins typically carry a substantially higher premium over the spot metal price than bullion coins. Neither the commemorative coin inventory nor the premium component of our inventory is hedged. (See Note 6.) Leased Right of Use Assets We lease warehouse space, office facilities, and equipment. Our operating leases with terms longer than twelve months are recorded at the sum of the present value of the lease's fixed minimum payments as operating lease right of use assets ("ROU assets") in the consolidated balance sheets. Our finance leases (previously considered by the Company as capital leases prior to our adoption of ASC 842) are another type of ROU asset, but are classified in the consolidated balance sheets as a component of property, plant, and equipment at the present value of the lease payments. For leases that contain termination options, where the rights to terminate are held by either us, the lessor, or both parties and it is reasonably certain that we will exercise that option, we factor these extended or shortened lease terms into the minimum lease payments. The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. We use our incremental borrowing rate as the discount rate to determine the present value of the lease payments for leases, as our leases do not have readily determinable implicit discount rates. Our incremental borrowing rate is the rate of interest that we would incur to borrow on a collateralized basis over a similar term and amount in a similar economic environment. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of the amortization expense for the ROU assets and interest expense for the outstanding lease liabilities using the discount rate discussed above. The depreciable life of ROU assets is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any significant residual value guarantees or material restrictive covenants. Income from subleases was not significant for any period presented. 59 Table of Contents During the year ended June 30, 2020, we incurred lease costs of $1.7 million, which is primarily comprised of operating lease cost of $1.4 million. The other costs relate to our finance leases, short-term leases, and variable lease payments. For the year ended June 30, 2020, we made cash payments of $1.5 million for operating lease obligations. These payments are included in operating cash flows. At June 30, 2020, the weighted-average remaining lease term under our capitalized operating leases was 4.5 years, while the weighted-average discount rate for our operating leases was approximately 4.9%. The following represents our future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities, as of June 30, 2020: Years ending June 30, 2021 2022 2023 2024 2025 Thereafter Total lease payments Less imputed interest Operating lease liability – current Operating lease liability - long-term Operating Leases 1,526 1,313 834 860 816 368 5,717 (608) 5,109 (1) 1,307 (2) 3,802 (3) 5,109 (1) $ $ $ (1) (2) (3) Represents the present value of the capitalized operating lease liabilities as of June 30, 2020. Current operating lease liabilities are presented within accrued liabilities on our consolidated balance sheets. Long-term operating lease liabilities are presented within other liabilities on our consolidated balance sheets. Following is a summary of our future minimum operating lease commitments, as determined under ASC 840, for all non-cancelable lease agreements, for each of the next five years and in the aggregate, as of June 30, 2019: Years ending June 30, 2020 2021 2022 2023 2024 Thereafter Operating Leases 1,488 1,526 1,313 834 860 1,184 7,205 $ $ The Company has no related party leases. We do not have leases that have not yet commenced, which would create significant rights and obligations for us, including any involvement with the construction or design of the underlying asset. (Refer to the section below captioned Recently Adopted Accounting Pronouncements for the elections adopted pursuant to ASU 2016-02, Leases and subsequent related amendments (Topic 842).) Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using a straight line method based on the estimated useful lives of the related assets, ranging from three years to twenty-five years. Depreciation and amortization commence when the related assets are placed into service. Internal-use software development costs are capitalized during the application development stage. Internal-use software costs incurred during the preliminary project stage are expensed as incurred. Land is recorded at historical cost and is not depreciated. Repair and maintenance costs are expensed as incurred. We have no major planned maintenance activities related to our plant assets associated with our minting operations. 60 Table of Contents The Company reviews the carrying value of these assets for impairment whenever events and circumstances indicate that the carrying value of the asset may not be recoverable. In evaluating for impairment, the carrying value of each asset or group of assets is compared to the undiscounted estimated future cash flows expected to result from its use and eventual disposition. An impairment loss is recognized for the difference when the carrying value exceeds the discounted estimated future cash flows. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which these assets are used, and the effects of obsolescence, demand and competition, as well as other economic factors. Finite-lived Intangible Assets Finite-lived intangible assets consist primarily of customer relationships, non-compete agreements, and employment contracts which are amortized on a straight-line basis over their economic useful lives ranging from three years to fifteen years. We review our finite-lived intangible assets for impairment under the same policy described above for property, plant, and equipment; that is, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill and Indefinite-lived Intangible Assets Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill and other indefinite-lived intangibles (such as trade names and trademarks) are not subject to amortization, but are evaluated for impairment at least annually. However, for tax purposes, goodwill acquired in connection with a taxable asset acquisition is generally deductible. The Company evaluates its goodwill and other indefinite-lived intangibles for impairment in the fourth quarter of the fiscal year (or more frequently if indicators of potential impairment exist) in accordance with the Intangibles - Goodwill and Other Topic 350 of the ASC. Goodwill is reviewed for impairment at a reporting unit level, which for the Company, corresponds to the Company’s reportable operating segments. Evaluation of goodwill for impairment The Company has the option to first qualitatively assess whether relevant events and circumstances make it more likely than not that the fair value of the reporting unit's goodwill is less than its carrying value. A qualitative assessment includes analyzing current economic indicators associated with a particular reporting unit such as changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there would be a significant decline to the fair value of a particular reporting unit. If the qualitative assessment indicates a stable or improved fair value, no further testing is required. If, based on this qualitative assessment, management concludes that goodwill is more likely than not to be impaired, or elects not to perform the qualitative assessment, then it is required to perform a quantitative analysis to determine the fair value of the business, and compare the calculated fair value of the reporting unit with its carrying amount, including goodwill. If through this quantitative analysis the Company determines the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is considered not to be impaired. If the Company concludes that the fair value of the reporting unit is less than its carrying value, a goodwill impairment loss will be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. (See Note 8.) Evaluation of indefinite-lived intangible assets for impairment The Company evaluates its indefinite-lived intangible assets (i.e., trade names and trademarks) for impairment. In assessing its indefinite-lived intangible assets for impairment, the Company has the option to first perform a qualitative assessment to determine whether events or circumstances exist that lead to a determination that it is unlikely that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If the Company determines that it is unlikely that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the Company is not required to perform any additional tests in assessing the asset for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it is required to perform a quantitative analysis to determine if the fair value of an indefinite-lived intangible asset is less than its carrying value. If through this quantitative analysis the Company determines the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is considered not to be impaired. If the Company concludes that the fair value of an indefinite-lived intangible asset is less than its carrying value, an impairment loss will be recognized for the amount by which the carrying amount exceeds the indefinite-lived intangible asset’s fair value. 61 Table of Contents The methods used to estimate the fair value measurements of the Company’s reporting units and indefinite-lived intangible assets include those based on the income approach (including the discounted cash flow and relief-from-royalty methods) and those based on the market approach (primarily the guideline transaction and guideline public company methods). (See Note 8.) Long-Term Investments Investments in privately-held entities are accounted for using the equity method when the Company has significant influence but not control over the investee. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors are considered in determining whether the equity method of accounting is appropriate. Under the equity method, the carrying value of the investment is adjusted for the Company’s proportionate share of the investee’s earnings or losses, with the corresponding share of earnings or losses reported in other income, net. The carrying value of the investment is reduced by the amount of the dividends received from the equity- method investee, as they are considered a return of capital. We evaluate our long-term investments for impairment quarterly or whenever events or changes in circumstances indicate that a decline in the fair value of these assets is determined to be other-than-temporary. Additionally, the Company performs an on-going evaluation of its equity method investments with which the Company has variable interests to determine if any of these entities are VIEs that are required to be consolidated. None of the Company’s long-term investments are VIEs as of June 30, 2020 and June 30, 2019. Other Long-Term Assets Notes and other receivables, with terms greater than one year, are carried at amortized cost, net of any unamortized origination fees, which are recognized over the life of the note. The determination of an allowance is based on historical experience and, as a result, can differ from actual losses incurred in the future. We charge off receivables at such time as it is determined collection will not occur. On September 19, 2019, the Company, as lender, entered into a convertible revolving credit facility with one of its privately-held customers (the borrower) that provides the borrower an aggregate principal amount of up to $4.0 million, bearing interest at 12.0% per annum. The facility expires on September 18, 2022. The borrower has the right to prepay the credit facility at any time without premium or penalty. Outstanding principal amounts under the credit facility may, at the lender's discretion, be converted into up to 22.0% of the borrower's issued and outstanding common stock. The credit facility also grants the lender the right to repay the borrower's outstanding unrelated third-party debt, at any time, in exchange for up to 27.5% of the borrower’s issued and outstanding common stock. In the event the borrower sells all or substantially all of its assets or has a change of control during the term of the facility, the lender is entitled to additional interest equal to 10.0% of the gross sales price in excess of $9.9 million. The credit facility collateral includes all: (i) account receivables; (ii) inventory; (iii) fixed assets; (iv) intellectual property; (v) contract rights; and (vi) deposit accounts, in each case subordinated to an unrelated third-party lender’s security interest. Revenue Recognition Settlement Date Accounting Substantially all of the Company’s sales of precious metals are conducted using sales contracts that meet the definition of derivative instruments in accordance with the Derivatives and Hedging Topic 815 of the ASC ("ASC 815"). The contract underlying A-Mark’s commitment to deliver precious metals is referred to as a “fixed-price forward commodity contract” because the price of the commodity is fixed at the time the order is placed. Revenue is recognized on the settlement date, which is defined as the date on which: (i) the quantity, price, and specific items being purchased have been established, (ii) metals have been delivered to the customer, and (iii) payment has been received or is covered by the customer’s established credit limit with the Company. All derivative instruments are marked-to-market during the interval between the trade date and the settlement date, with the changes in the fair value charged to cost of sales. The Company’s hedging strategy to mitigate the market risk associated with its sales commitments is described separately below under the caption “Hedging Activities.” 62 Table of Contents Types of Trade Orders that are Physically Delivered The Company’s contracts to sell precious metals to customers are usually settled with the physical delivery of metals to the customer, although net settlement (i.e., settlement at an amount equal to the difference between the contract value and the market price of the metal on the settlement date) is permitted. Below is a summary of the Company’s major trade order types and the key factors that determine when settlement occurs and when revenue is recognized for each type: • • • • • Traditional physical trade orders — The quantity, specific product, and price are determined on the trade date. Payment or sufficient credit is verified prior to delivery of the metals on the settlement date. Consignment trade orders — The Company delivers the items requested by the customer prior to establishing a firm trade order with a price. Settlement occurs and revenue is recognized once the customer confirms its order (quantity, specific product, and price) and remits full payment for the sale. Provisional trade orders — The quantity and type of metal is established at the trade date, but the price is not set. The customer commits to purchasing the metals within a specified time period, usually within one year, at the then-current market price. The Company delivers the metal to the customer after receiving the customer’s deposit, which is typically based on 110% of the prevailing current spot price. The unpriced metal is subject to a margin call if the deposit falls below 105% of the value of the unpriced metal. The purchase price is established and revenue is recognized at the time the customer notifies the Company that it desires to purchase the metal. Margin trade orders — The quantity, specific product, and price are determined at trade date; however, the customer is allowed to finance the transaction through the Company and to defer delivery by committing to remit a partial payment (approximately 20%) of the total order price. With the remittance of the partial payment, the customer locks in the purchase price for a specified time period (usually up to two years from the trade date). Revenue on margin trade orders is recognized when the order is paid in full and delivered to the customer. Borrowed precious metals trade orders for unallocated positions — Customers may purchase unallocated metal positions in the Company's inventory. The quantity and type of metal is established at the trade date, but the specific product is not yet determined. Revenue is not recognized until the customer selects the specific precious metal product it wishes to purchase, full payment is received, and the product is delivered to the customer. In general, unshipped orders for which a customer advance has been received by the Company are classified as advances from customers. Orders that have been paid for and shipped, but not yet delivered to the customer are classified as deferred revenue. Both customer advances and deferred revenue are components of accounts payable and other current liabilities in the consolidated balance sheets. Hedging Activities The value of our inventory and our purchase and sale commitments are linked to the prevailing price of the underlying precious metal commodity. The Company seeks to minimize the effect of price changes of the underlying commodity and enters into inventory hedging transactions, principally utilizing metals commodity futures contracts traded on national futures exchanges or forward contracts with credit worthy financial institutions. The Company hedges by each commodity type (gold, silver, platinum, and palladium). All of our commodity derivative contracts are under master netting arrangements and include both asset and liability positions. Commodity forward, futures, and option contracts entered into for hedging purposes are recorded at fair value on the trade date and are marked-to- market each period. The difference between the original contract values and the market values of these contracts are reflected as derivative assets or derivative liabilities in the consolidated balance sheets at fair value, with the corresponding unrealized gains or losses included as a component of cost of sales. When these contracts are net settled, the unrealized gains and losses are reversed and the realized gains and losses for forward contracts are recorded in revenue and cost of sales and the net realized gains and losses for futures and option contracts are recorded in cost of sales. The Company enters into futures, forward, and option contracts solely for the purpose of hedging our inventory holding risk and our liability on price protection programs, and not for speculative market purposes. The Company’s gains (losses) on derivative instruments are substantially offset by the changes in the fair market value of the underlying precious metals inventory, which is also recorded in cost of sales in the consolidated statements of income. (See Note 11.) 63 Table of Contents Other Sources of Revenue The Company recognizes its storage, logistics, licensing, and other services revenues in accordance with the FASB's release ASU 2014-09 Revenue From Contracts With Customers Topic 606 and subsequent related amendments ("ASC 606"), which follows five basic steps to determine whether revenue can be recognized: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company recognizes revenue when or as it satisfies its obligation by transferring control of the good or service to the customer. This is either satisfied over time or at a point in time. A performance obligation is satisfied over time if one of the following criteria are met: (i) the customer simultaneously receives and consumes the benefits as the Company performs, (ii) the Company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the Company's performance does not create an asset with an alternative use to the Company, and the Company has an enforceable right for payment of performance completed-to-date. When none of those is met, a performance obligation is satisfied at a point-in-time. The Company recognizes storage revenue over time, as the customer simultaneously receives and consumes the storage services (e.g., fixed storage fees based on the passage of time). The Company recognizes logistics (i.e., fulfillment) revenue at a point-in-time, when the customer receives the benefit of the services (e.g., stated number of packages are shipped on behalf of the customer during a month). In aggregate, these types of service revenues account for less than 1% of the Company's combined revenue from all revenue streams. Interest Income In accordance with the Interest Topic 835 of the ASC ("ASC 835") following are interest income generating activities of the Company: • • • • Secured Loans — The Company uses the effective interest method to recognize interest income on its secured loans transactions. The Company maintains a security interest in the precious metals and records interest income over the terms of the secured loan receivable. Recognition of interest income is suspended and the loan is placed on non-accrual status when management determines that collection of future interest income is not probable. The interest income accrual is resumed, and previously suspended interest income is recognized, when the loan becomes contractually current and/or collection doubts are resolved. Cash receipts on impaired loans are recorded first against the principal and then to any unrecognized interest income. (See Note 5.) Margin accounts — The Company earns a fee (interest income) under financing arrangements related to margin trade orders over the period during which customers have opted to defer making full payment on the purchase of metals. Repurchase agreements — Repurchase agreements represent a form of secured financing whereby the Company sets aside specific metals for a customer and charges a fee on the outstanding value of these metals. The customer is granted the option (but not the obligation) to repurchase these metals at any time during the open reacquisition period. This fee is earned over the duration of the open reacquisition period and is classified as interest income. Spot deferred trade orders — Spot deferred trade orders are a special type of forward delivery trade that enable customers to purchase or sell certain precious metals from/to the Company at an agreed upon price but, are allowed to delay remitting or taking delivery up to a maximum of two years from the date of trade. Even though the contract allows for physical delivery, it rarely occurs for this type of trade. As a result, revenue is not recorded from these transactions, because no product is delivered to the customer. Spot deferred trades are considered a type of financing transaction, where the Company earns a fee (interest income) under spot deferred arrangements over the period in which the trade is open. Interest Expense The Company accounts for interest expense on the following arrangements in accordance with Interest Topic 835 of the ASC ("ASC 835"): • Borrowings — The Company incurs interest expense from its lines of credit, its debt obligations, and notes payable using the effective interest method. (See Note 14.) Additionally, the Company amortizes capitalized loan costs to interest expense over the period of the loan agreement. 64 Table of Contents • • • Loan servicing fees — When the Company purchases loan portfolios, the Company may have the seller service the loans that were purchased. The Company incurs a fee based on total interest charged to borrowers over the period the loans are outstanding. The servicing fee incurred by the Company is charged to interest expense. Product financing arrangements — The Company incurs financing fees (classified as interest expense) from its product financing arrangements (also referred to as reverse-repurchase arrangements) with third party finance companies for the transfer and subsequent option to reacquire its precious metal inventory at a later date. These arrangements are accounted for as secured borrowings. During the term of this type of agreement, the third party charges a monthly fee as a percentage of the market value of the designated inventory, which the Company intends to reacquire in the future. No revenue is generated from these trades. The Company enters this type of transaction for additional liquidity. Borrowed and leased metals fees — The Company may incur financing costs from its borrowed metal arrangements. The Company borrows precious metals (usually in the form of pool metals) from its suppliers and customers under short-term arrangements using other precious metals as collateral. Typically, during the term of these arrangements, the third party charges a monthly fee as a percentage of the market value of the metals borrowed (determined at the spot price) plus certain processing and other fees. Leased metal transactions are a similar type of transaction, except the Company is not required to pledge other precious metal as collateral for the precious metal received. The fees charged by the third party are based on the spot value of the pool metal received. Both borrowed and leased metal transactions provide an additional source of liquidity, as the Company usually monetizes the metals received under such arrangements. Repayment is usually in the same form as the metals advanced, but may be settled in cash. Other Income and Expense, Net The Company's other income and expense is derived from the Company's proportional interest in the reported net income or loss of our investees that are accounted for under the equity method of accounting (see Note 9), earn-out revaluation adjustments related to a contingent payable to SilverTowne L.P, and costs associated with the settlement of our purchase of Goldline, or royalties (see Note 15). Advertising Advertising expense is recorded as incurred and was $2.2 million and $2.5 million, respectively, for the years ended June 30, 2020 and 2019. Shipping and Handling Costs Shipping and handling costs represent costs associated with shipping product to customers, and receiving product from vendors and are included in cost of sales in the consolidated statements of income. Shipping and handling costs incurred totaled $8.0 million and $6.5 million, respectively, for the years ended June 30, 2020 and 2019. Share-Based Compensation The Company accounts for equity awards under the provisions of Compensation - Stock Compensation Topic 718 of the ASC ("ASC 718"), which establishes fair value-based accounting requirements for share-based compensation to employees. ASC 718 requires the Company to recognize the grant- date fair value of stock options and other equity-based compensation issued to employees as expense over the service period in the Company's consolidated financial statements. The expense is adjusted for actual forfeitures of unvested awards as they occur. (See Note 16.) Income Taxes As part of the process of preparing its consolidated financial statements, the Company is required to estimate its provision for income taxes in each of the tax jurisdictions in which it conducts business, in accordance with the Income Taxes Topic 740 of the ASC ("ASC 740"). The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Significant judgment is required in determining the Company's annual tax rate and in evaluating uncertainty in its tax positions. The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that the Company 65 Table of Contents recognizes the impact of a tax position in the financial statements if the position is not more likely than not to be sustained upon examination based on the technical merits of the position. The Company recognizes interest and penalties related to certain uncertain tax positions as a component of income tax expense and the accrued interest and penalties are included in deferred and income taxes payable in the Company’s consolidated balance sheets. See Note 12 for more information on the Company’s accounting for income taxes. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The factors used to assess the likelihood of realization include the Company's forecast of the reversal of temporary differences, future taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company's effective tax rate on future earnings. Based on our assessment, it appears more likely than not that all of the net deferred tax assets will be realized through future taxable income. Earnings per Share ("EPS") The Company computes and reports both basic EPS and diluted EPS. Basic EPS is computed by dividing net earnings (losses) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings (losses) by the sum of the weighted average number of common shares and dilutive common stock equivalents outstanding during the period. Diluted EPS reflects the total potential dilution that could occur from outstanding equity awards, including unexercised stock options, utilizing the treasury stock method. A reconciliation of shares used in calculating basic and diluted earnings per common shares for the years ended June 30, 2020 and 2019, is presented below. in thousands Basic weighted average shares outstanding Effect of common stock equivalents — stock issuable under outstanding equity awards Diluted weighted average shares outstanding Years Ended June 30, 2020 June 30, 2019 7,032 49 7,081 7,031 54 7,085 Dividends Dividends are recorded if and when they are declared by the Board of Directors. Recently Adopted Accounting Pronouncements From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). We adopted ASU 2016-02, Leases (Topic 842) and subsequent related amendments (“ASC 842”), effective for the Company on July 1, 2019. The standard represents a change to lease accounting and requires all leases, other than short-term leases, to be reported on the balance sheet through recognition of a right-of-use asset and a corresponding liability for future lease obligations. The standard also requires incremental disclosures for assets, expenses, and cash flows associated with leases, as well as a maturity analysis of lease liabilities. We adopted this guidance by applying the transition method whereby comparative periods have not been restated, and no adjustment to retained earnings was required. Upon adoption of the standard, we recognized right-of-use assets of approximately $5.3 million and lease liabilities of approximately $6.3 million. This increase largely relates to the present value of future minimum lease payments due under existing operating leases of office facilities and warehouse space. No material changes to lease expenses were recognized in the consolidated statements of income as a result of the adoption of this guidance. For adoption, we elected the package of three practical expedients, and (i) did not reassess whether any expired or existing contracts are or contain leases, (ii) did not reassess the lease classification for 66 Table of Contents any expired or existing leases, and (iii) did not reassess initial direct costs for any existing leases. In addition, we made an accounting policy election not to apply the recognition requirements to short-term leases. Recent Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as interbank offered rates and LIBOR. This guidance includes practical expedients for contract modifications due to reference rate reform. Generally, contract modifications related to reference rate reform may be considered an event that does not require remeasurement or reassessment of a previous accounting determination at the modification date. This guidance is effective immediately; however, it is only available through December 31, 2022. The Company will continue to evaluate the standard as well as additional changes, modifications, or interpretations which may impact the Company. In December 2019, the FASB issued ASU 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes to simplify the accounting for income taxes. The guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard will be effective for us beginning July 1, 2021, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and do not expect it to be material. In June 2016, the FASB issued ASU No. 2016-13, (“ASU 2016-13”), Financial Instruments - Credit Loss (Topic 326), which updates the guidance on recognition and measurement of credit losses for financial assets. The new requirements, known as the current expected credit loss model ("CECL") will require entities to adopt an impairment model based on expected losses rather than incurred losses. This update is effective for the Company on July 1, 2023 (for fiscal years beginning after December 15, 2022 including interim periods within those fiscal years). We are currently evaluating the potential impact of this standard on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other: Internal-Use Software (Subtopic 350-40), to provide additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement. This update is effective for the Company on July 1, 2020 (for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years). The adoption of this guidance will not have a material impact on our consolidated financial statements. 3. ASSETS AND LIABILITIES, AT FAIR VALUE Fair Value of Financial Instruments A financial instrument is defined as cash, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The fair value of financial instruments represent amounts that would be received upon the sale of those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk adjusted discount rates, and available observable and unobservable inputs. For most of the Company's financial instruments, the carrying amount approximates fair value. The carrying amounts of cash, receivables, secured loans receivable, accounts payable and other current liabilities, accrued liabilities, and income taxes payable approximate fair value due to their short-term nature. The carrying amounts of derivative assets and derivative liabilities, liabilities on borrowed metals and product financing arrangements are marked- to-market on a daily basis to fair value. The carrying amounts of lines of credit approximate fair value based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities. The carrying amounts of the Company's other long-term assets, which include a note receivable due from a customer, approximate fair value as of June 30, 2020. 67 Table of Contents The Company’s fixed-rate notes payable is reported at its aggregate principal amount less unamortized original issue discount and deferred financing costs on the accompanying consolidated balance sheets. The fair value of the notes payable is based on the present value of the expected coupon and principal payments using an estimated discount rate based on current market rates for debt with similar credit risk. The following table presents the carrying amounts and estimated fair values of the Company’s fixed-rate notes payable of June 30, 2020 and June 30, 2019: in thousands Notes payable Valuation Hierarchy June 30, 2020 June 30, 2019 Carrying Amount Fair value Carrying Amount Fair value $ 92,517 $ 101,017 $ 91,859 $ 98,609 In determining the fair value of its financial instruments, the Company employs a fair value hierarchy that prioritizes the inputs for the valuation techniques used to measure fair value. Topic 820 of the ASC established a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • • • Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis The significant assumptions used to determine the carrying value and the related fair value of the assets and liabilities measured at fair value on a recurring basis are described below: Inventories. Inventories, which principally include bullion and bullion coins, are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins comprises two components: (i) published market values attributable to the costs of the raw precious metal, and (ii) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium is readily determined, as it is published by multiple reputable sources. Except for commemorative coin inventory, which are included in inventory at the lower of cost or net realizable value, the Company’s inventory is subsequently recorded at their fair market values on a daily basis. The fair value for commodities inventory (i.e., inventory excluding commemorative coins) is determined using pricing data derived from the markets on which the underlying commodities are traded. Precious metals commodities inventory are classified in Level 1 of the valuation hierarchy. Precious Metals held under Financing Arrangements. The Company enters into arrangements with certain customers under which A-Mark purchases precious metals from the customers which are subject to repurchase by the customer at the spot value of the product on the repurchase date. The precious metals purchased under these arrangements consist of rare and unique items, and therefore the Company accounts for these transactions as precious metals held under financing arrangements, which generate financing income rather than revenue earned from precious metals inventory sales. In these repurchase arrangements, the Company holds legal title to the metals and earns financing income for the duration of the agreement. The fair value for precious metals held under financing arrangements, (a commodity, like inventory above) is determined using pricing data derived from the markets on which the underlying commodities are traded. Precious metals held under financing arrangements are classified in Level 1 of the valuation hierarchy. Derivatives. Futures contracts, forward contracts, option contracts, and open sale and purchase commitments are valued at their fair values, based on the difference between the quoted market price and the contractual price (i.e., intrinsic value,) and are included within Level 1 of the valuation hierarchy. Margin and Borrowed Metals Liabilities. Margin and borrowed metals liabilities consist of the Company's commodity obligations to margin customers and suppliers, respectively. Margin liabilities and borrowed metals liabilities are carried at fair value, which is determined using quoted market pricing and data derived from the markets on which the underlying commodities are traded. Margin and borrowed metals liabilities are classified in Level 1 of the valuation hierarchy. 68 Table of Contents Product Financing Arrangements. Product financing arrangements consist of financing agreements for the transfer and subsequent re-acquisition of the sale of gold and silver at an agreed-upon price based on the spot price with a third party. Such transactions allow the Company to repurchase this inventory on the termination (repurchase) date. The third party charges monthly interest as a percentage of the market value of the outstanding obligation, which is carried at fair value. The obligation is stated at the amount required to repurchase the outstanding inventory. Fair value is determined using quoted market pricing and data derived from the markets on which the underlying commodities are traded. Product financing arrangements are classified in Level 1 of the valuation hierarchy. Liability on Price Protection Programs. The Company records an estimate of the fair value of the liability on the price protection programs based on the difference between the contractual price at trade date and the retail price at the remeasurement date (i.e., quarter-end) based on the expected redemption rate. As of June 30, 2020, the Company used the quoted market price based on the current spot rate and used an expected redemption rate of 100%. The use of a throughput rate ignores the future price volatility that would affect the timing and rate of redemption under the program, and, as a result, the liability on the price protection programs is classified in Level 3 of the valuation hierarchy. The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2020 and June 30, 2019, aggregated by the level in the fair value hierarchy within which the measurements fall: in thousands June 30, 2020 Quoted Price in Active Markets Significant Other for Identical Instruments (Level 1) Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Inventories(1) Precious metals held under financing arrangements Derivative assets — open sale and purchase commitments, net Derivative assets — forward contracts Total assets, valued at fair value Liabilities: Liabilities on borrowed metals Product financing arrangements Derivative liabilities — margin accounts Derivative liabilities — open sale and purchase commitments, net Derivative liabilities — futures contracts Derivative liabilities — forward contracts Total liabilities, valued at fair value $ $ $ $ 321,264 $ 178,577 46,224 101 546,166 $ $ 168,206 74,678 5,380 4,349 12,477 3,208 268,298 $ — $ — — — — $ $ — — — — — — — $ — $ — — — — $ — $ — $ — — — — — $ (1) Commemorative coin inventory totaling $17 thousand is held at lower of cost or net realizable value and thus is excluded from the inventories balance shown in this table. 69 Total 321,264 178,577 46,224 101 546,166 168,206 74,678 5,380 4,349 12,477 3,208 268,298 Table of Contents in thousands Assets: Inventories(1) Precious metals held under financing arrangements Derivative assets — open sale and purchase commitments, net Derivative assets — option contracts Derivative assets — futures contracts Derivative assets — forward contracts Total assets, valued at fair value Liabilities: Liabilities on borrowed metals Product financing arrangements Derivative liabilities — price protection programs Derivative liabilities — margin accounts Derivative liabilities — open sale and purchase commitments, net Derivative liabilities — futures contracts Derivative liabilities — forward contracts Total liabilities, valued at fair value June 30, 2019 Quoted Price in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total $ $ $ $ 292,844 $ 208,792 2,322 61 43 2 504,064 $ 201,144 $ 94,505 — 2,981 3,822 1,241 1,905 305,598 $ — $ — — — — — — $ — $ — — — — — — — $ — $ — — — — — — $ — $ — 22 — — — — 22 $ 292,844 208,792 2,322 61 43 2 504,064 201,144 94,505 22 2,981 3,822 1,241 1,905 305,620 (1) Commemorative coin inventory totaling $17 thousand is held at lower of cost or net realizable value thus is excluded from the inventories balance shown in this table. There were no transfers in or out of Level 2 or 3 from other levels within the fair value hierarchy during the reported periods. Assets Measured at Fair Value on a Non-Recurring Basis Certain assets are measured at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only under certain circumstances. These include: (i) equity method investments that are written down to fair value when a decline in the fair value is determined to be other-than-temporary, (ii) property, plant, and equipment and definite-lived intangibles, or (iii) goodwill and indefinite- lived intangibles, all of which are written down to fair value when they are held for sale or determined to be impaired. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, long-term growth rates, relevant comparable company earnings multiples, and the amount and timing of expected future cash flows. The cash flows employed in the analyses are based on the Company’s estimated outlook and various growth rates. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective equity method investment, asset group, or reporting unit. In assessing the reasonableness of its determined fair values, the Company evaluates its results against other value indicators, such as comparable transactions and comparable public company trading values. 4. RECEIVABLES Receivables consist of the following as of June 30, 2020 and June 30, 2019: in thousands Customer trade receivables Wholesale trade advances Due from brokers June 30, 2020 June 30, 2019 $ $ 6,047 $ 10,167 32,928 49,142 $ 13,050 9,704 4,141 26,895 70 Table of Contents Customer Trade Receivables. Customer trade receivables represent short-term, non-interest bearing amounts due from precious metal sales, advances related to financing products, and other secured interests in assets of the customer. Wholesale Trade Advances. Wholesale trade advances represent advances of various bullion products and cash advances for purchase commitments of precious metal inventory. Typically, these advances are unsecured, short-term, and non-interest bearing, and are made to wholesale metals dealers and government mints. Due from Brokers. Due from brokers principally consists of the margin requirements held at brokers related to open futures contracts. (See Note 11.) 5. SECURED LOANS RECEIVABLE Below is a summary of the carrying value of our secured loans as of June 30, 2020 and June 30, 2019: in thousands Secured loans originated Secured loans originated - with a related party Secured loans acquired (1) (2) Includes $6 thousand of loan premium as of June 30, 2020 Includes $29 thousand of loan premium as of June 30, 2019. June 30, 2020 June 30, 2019 $ $ 30,019 $ 8,797 38,816 24,894 (1) 63,710 $ 36,714 14,058 50,772 74,526 (2) 125,298 Secured Loans - Originated: Secured loans include short-term loans, which include a combination of on-demand lines and short-term facilities that are made to our customers. These loans are fully secured by the customers' assets that include bullion, numismatic, and semi-numismatic material, which are typically held in safekeeping by the Company. (See Note 13 for further information regarding our secured loans made to related parties.) Secured Loans - Acquired: Secured loans also include short-term loans, which include a combination of on-demand lines and short term facilities that are purchased from our customers. The Company acquires a portfolio of their loan receivables at a price that approximates the outstanding balance of each loan in the portfolio, as determined on the effective transaction date. Each loan in the portfolio is fully secured by the borrowers' assets, which include bullion, numismatic, and semi-numismatic material that are held in safekeeping by the Company. Typically, the seller of the loan portfolio retains the responsibility for the servicing and administration of the loans. As of June 30, 2020 and June 30, 2019, our secured loans carried weighted-average effective interest rates of 8.9% and 10.2%, respectively, and mature in periods ranging typically from on-demand to one year. The secured loans that the Company generates with active customers of A-Mark are reflected as an operating activity on the consolidated statements of cash flows. The secured loans that the Company generates with borrowers who are not active customers of A-Mark are reflected as an investing activity on the consolidated statements of cash flows as secured loans receivables, net. For the secured loans that (i) are reflected as an investing activity and have terms that allow the borrowers to increase their loan balance (at the discretion of the Company) based on the excess value of their collateral compared to their aggregate principal balance of loan, and (ii) are repayable on demand or in the short-term, the borrowings and repayments are netted on the consolidated statements of cash flows. Credit Quality of Secured Loans Receivables and Allowance for Credit Losses General The Company's secured loan receivables portfolio comprises loans with similar credit risk profiles, which enables the Company to apply a standard methodology to determine the credit quality for each loan and the allowance for credit losses, if any. 71 Table of Contents The credit quality of each loan is generally determined by the collateral value assessment, loan-to-value ratio (that is, the principal amount of the loan divided by the estimated value of the collateral) and the type (or class) of secured material. All loans are fully secured by precious metal bullion or numismatic collateral, which remains in the physical custody of the Company for the duration of the loan. The term of the loans is generally 180 days. Interest earned on a loan is billed monthly and is typically due and payable within 20 days and, if not paid after all applicable grace periods, is added to the outstanding principal balance, and late fees and default interest rates are assessed. When an account is in default or if a margin call has not been met on a timely basis, the Company has the right to liquidate the borrower's collateral in order to satisfy the unpaid balance of the outstanding loans, including accrued and unpaid interest. Class and Credit Quality of Loans The two classes of secured loan receivables are defined by collateral type: (i) bullion items, and (ii) numismatic and semi-numismatic coins. The loan-to-value ratio varies with the class of loans. Typically, the Company requires a loan-to-value ratio of approximately 75% for bullion and 65% for numismatic collateral. The reason for the lower loan-to-value ratio for numismatic loans is that, on a percentage basis, more of the value of the numismatic coin relates to its premium value rather than its underlying commodity value. The Company's secured loans by portfolio class, which align with internal management reporting, are as follows: in thousands Bullion Numismatic and semi-numismatic June 30, 2020 June 30, 2019 $ $ 36,445 27,265 63,710 57.2% $ 42.8% 100.0% $ 92,899 32,399 125,298 74.1% 25.9% 100.0% Due to the nature of market fluctuations of precious metal commodity prices, the Company monitors the bullion collateral value of each loan on a daily basis, based on spot price of precious metals. Numismatic collateral values are updated by numismatic specialists when loan terms are renewed (typically in 180 days). Generally, we initiate the margin call process when the outstanding loan balance is in excess of 85% of the current value of the underlying collateral. In the event that a borrower fails to meet a margin call to reestablish the required loan-to-value ratio, the loan is considered in default. The collateral material (either bullion or numismatic) underlying such loans is then sold by the Company to satisfy all amounts due under the loan. Loans with loan-to-value ratios of less than 75% are generally considered to be higher quality loans. Below is summary of aggregate outstanding secured loan balances bifurcated into (i) loans with a loan-to-value ratio of less than 75% and (ii) loans with a loan-to-value ratio of 75% or more: in thousands Loan-to-value of less than 75% Loan-to-value of 75% or more June 30, 2020 June 30, 2019 $ $ 58,296 5,414 63,710 91.5% $ 8.5% 100.0% $ 66,040 59,258 125,298 52.7% 47.3% 100.0% The Company had no loans with a loan-to-value ratio in excess of 100% as of June 30, 2020 or June 30, 2019. Non-Performing Loans/Impaired Loans Historically, the Company has not established an allowance for any credit losses because the Company has liquidated the collateral to satisfy the amount due before any loan becomes non-performing or impaired. Non-performing loans have the highest probability for credit loss. The allowance for credit losses attributable to non-performing loans is based on the most probable source of repayment, which is normally the liquidation of collateral. Due to the accelerated liquidation terms of the Company's loan portfolio, past due loans are generally liquidated within 90 days of default before a loan becomes non-performing. In the event a loan was to become non- performing, the Company would determine a reserve to reduce the carrying balance to its estimated net realizable value. As of June 30, 2020 or June 30, 2019, the Company had no allowance for secured loan losses. 72 Table of Contents A loan is considered impaired if it is probable, based on current information and events, that the Company will be unable to collect all amounts due according to the contractual terms of the loan. Customer loans are reviewed for impairment and include loans that are past due, non-performing, or in bankruptcy. In the event of an impairment, recognition of interest income would be suspended and the loan would be placed on non-accrual status at the time. Accrual would be resumed, and previously suspended interest income would be recognized, when the loan becomes contractually current and/or collection doubts are removed. Cash receipts on impaired loans are recorded first against the receivable and then to any unrecognized interest income. For the years ended June 30, 2020 and 2019, the Company incurred no loan impairment costs. 6. INVENTORIES Our inventory consists of precious metals that the Company has physically received, and inventory held by third-parties, which, at the Company's option, it may or may not receive. Below, our inventory is summarized by classification at June 30, 2020 and June 30, 2019: in thousands Inventory held for sale Repurchase arrangements with customers Consignment arrangements with customers Commemorative coins, held at lower of cost or net realizable value Borrowed precious metals Product financing arrangements, restricted June 30, 2020 June 30, 2019 $ $ 153,412 $ 70,988 2,842 17 19,344 74,678 321,281 $ 106,165 65,516 4,896 17 21,762 94,505 292,861 Inventory Held for Sale. Inventory held for sale represents precious metals, excluding commemorative coin inventory, that have been received by the Company and are not subject to repurchase by or consignment arrangements with third parties, borrowed precious metals, and product financing arrangements. As of June 30, 2020 and June 30, 2019, the inventory held for sale totaled $153.4 million and $106.2 million, respectively. Repurchase Arrangements with Customers. The Company enters into arrangements with certain customers under which A-Mark purchases precious metals from the customers which are subject to repurchase by the customer at the fair value of the product on the repurchase date. Under these arrangements, the Company, which holds legal title to the metals, earns financing income until the time the arrangement is terminated or the material is repurchased by the customer. In the event of a repurchase by the customer, the Company records a sale. These arrangements are typically terminable by either party upon 14 days' notice. Upon termination, the customer’s rights to repurchase any remaining inventory is forfeited. As of June 30, 2020 and June 30, 2019, included within inventories is $71.0 million and $65.5 million, respectively, of precious metals products subject to repurchase arrangements with customers. Consignment Arrangements with Customers. The Company periodically loans metals to customers on a short-term consignment basis. Inventory loaned under consignment arrangements to customers as of June 30, 2020 and June 30, 2019 totaled $2.8 million and $4.9 million, respectively. Such transactions are recorded as sales and are removed from the Company's inventory at the time the customer elects to price and purchase the precious metals. Commemorative Coins. Our commemorative coin inventory, including its premium component, is held at the lower of cost or net realizable value, because the value of commemorative coins is influenced more by supply and demand determinants than on the underlying spot price of the precious metal content of the commemorative coins. Unlike our bullion coins, the value of commemorative coins is not subject to the same level of volatility as bullion coins because our commemorative coins typically carry a substantially higher premium over the spot metal price than bullion coins. Our commemorative coins are not hedged, and are included in inventories at the lower of cost or net realizable value and totaled $17,000 and $17,000 as of June 30, 2020 and June 30, 2019, respectively. 73 Table of Contents Borrowed Precious Metals. Borrowed precious metals inventory include: (i) metals held by suppliers as collateral on advanced pool metals, (ii) metals due to suppliers for the use of their consigned inventory, (iii) unallocated metal positions held by customers in the Company’s inventory, and (iv) shortages in unallocated metal positions held by the Company in the supplier’s inventory. Unallocated or pool metal represents an unsegregated inventory position that is due on demand, in a specified physical form, based on the total ounces of metal held in the position. Amounts due under these arrangements require delivery either in the form of precious metals or cash. The Company's inventory included borrowed precious metals with market values totaling $19.3 million and $21.8 million as of June 30, 2020 and June 30, 2019, respectively, with a corresponding offsetting obligation included in liabilities on borrowed metals on the consolidated balance sheets. Product Financing Arrangements. In substance, this inventory represent amounts held as security by lenders for obligations under product financing arrangements. The Company enters into a product financing agreement for the transfer and subsequent re-acquisition of gold and silver at an agreed-upon price based on the spot price with a third party finance company. This inventory is restricted and is held at a custodial storage facility in exchange for a financing fee, paid to the third party finance company. During the term of the financing, the third party finance company holds the inventory as collateral, and both parties intend for the inventory to be returned to the Company at an agreed-upon price based on the spot price on the finance arrangement termination date. These transactions do not qualify as sales and have been accounted for as financing arrangements in accordance with ASC 470-40 Product Financing Arrangements. The obligation is stated at the amount required to repurchase the outstanding inventory. Both the product financing arrangements and the underlying inventory are carried at fair value, with changes in fair value included in cost of sales in the consolidated statements of income. Such obligations totaled $74.7 million and $94.5 million as of June 30, 2020 and June 30, 2019, respectively. The Company mitigates market risk of its physical inventory and open commitments through commodity hedge transactions. (See Note 11.) As of June 30, 2020 and June 30, 2019, the unrealized gains resulting from the difference between market value and cost of physical inventory were $6.5 million and $8.8 million, respectively. Premium component of inventory The Company's inventory primarily includes bullion and bullion coins and is acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins is comprised of two components: (i) published market values attributable to the cost of the raw precious metal, and (ii) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form and the market value attributable solely to the premium is readily determined, as it is published by multiple reputable sources. The premium is included in the cost of the inventory, paid at acquisition, and is a component of the total fair market value of the inventory. The precious metal component of the inventory may be hedged through the use of precious metal commodity derivatives, while the premium component of our inventory is not a commodity that may be hedged. The Company’s inventory is subsequently recorded at fair market values, that is, marked-to-market, except for our commemorative coin inventory. The daily changes in the fair market value of our inventory is offset by daily changes in fair market value of hedging derivatives that are taken with respect to our inventory positions; both the change in the fair market value of the inventory and the change in the fair market value of these derivative instruments are recorded in cost of sales in the consolidated statements of income. The premium component, at market value, included in inventory as of June 30, 2020 and June 30, 2019 totaled $3.7 million and $4.4 million, respectively. 74 Table of Contents 7. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consists of the following at June 30, 2020 and June 30, 2019: in thousands Office furniture, and fixtures Computer equipment Computer software Plant equipment Building Leasehold improvements Total depreciable assets Less: Accumulated depreciation and amortization Property and equipment not placed in service Land Property, plant, and equipment, net June 30, 2020 June 30, 2019 $ $ 2,142 $ 900 5,288 3,450 322 2,804 14,906 (9,267) — 36 5,675 $ 2,080 798 4,111 2,872 319 2,804 12,984 (7,395) 1,106 36 6,731 Depreciation and amortization expense for the years ended June 30, 2020 and 2019 was $1.9 million and $1.8 million, respectively. For the presented periods, no depreciation or amortization expense was allocated to cost of sales. 8. GOODWILL AND INTANGIBLE ASSETS Goodwill is an intangible asset that arises when a company acquires an existing business or assets (net of assumed liabilities) which comprise a business. In general, the amount of goodwill recorded in an acquisition is calculated as the purchase price of the business minus the fair market value of the tangible assets and the identifiable intangible assets, net of the assumed liabilities. Goodwill and intangibles can also be established by push-down accounting. Below is a summary of the significant transactions that generated goodwill and intangible assets of the Company: • • • In connection with the acquisition of A-Mark by SGI in July 2005, the accounts of the Company were adjusted using the push down basis of accounting to recognize the allocation of the consideration paid to the respective net assets acquired. In accordance with the push down basis of accounting, the Company's net assets were adjusted to their fair values as of the date of the acquisition based upon an independent appraisal. In connection with the Company's business combination with AMST in August 2016, the Company recorded an additional $2.5 million and $4.3 million of identifiable intangible assets and goodwill, respectively; these values were based upon an independent appraisal and represent their fair values at the acquisition date. The Company’s investment in AMST has resulted in synergies between the acquired minting operation and the Company’s established distribution network by providing a more steady and reliable fabricated source of silver during times of market volatility. The Company considers that much of the acquired goodwill relates to the “ready state” of AMST's established minting operation with existing quality processes, procedures, and ability to scale production to meet market needs. In connection with the Company's acquisition of Goldline in August 2017, the Company recorded $5.0 million and $1.4 million of additional identifiable intangible assets and goodwill, respectively; these values were based upon an independent appraisal and represent their fair values at the acquisition date. The Company’s investment in Goldline created synergies between Goldline's direct marketing operation and the Company’s established distribution network, secured storage and lending operations that has led to increased product margin spreads, and lower distribution and storage costs for Goldline. 75 Table of Contents Carrying Value The carrying value of goodwill and other purchased intangibles as of June 30, 2020 and June 30, 2019 is as described below: dollar amounts in thousands Identifiable intangible assets: Existing customer relationships Non-compete and other Employment agreement Intangibles subject to amortization June 30, 2020 June 30, 2019 Estimated Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value $ 5 - 15 3 - 5 3 8,998 $ 2,300 295 (7,307) $ (2,187) (288) (9,782) — (9,782) $ — $ — — 1,691 $ 113 7 8,848 $ 2,300 295 — (1,291) (1,291) $ 1,811 3,163 4,974 $ 11,443 4,454 15,897 $ (6,376) $ (2,122) (256) (8,754) — (8,754) $ — $ — — — (1,291) (1,291) $ 2,472 178 39 2,689 3,163 5,852 Trade names and trademarks Identifiable intangible assets Indefinite $ 11,593 4,454 16,047 $ Goodwill Indefinite $ 10,245 $ — $ (1,364) $ 8,881 $ 10,245 $ — $ (1,364) $ 8,881 The Company's intangible assets are subject to amortization except for trade names and trademarks, which have an indefinite life. Intangible assets subject to amortization are amortized using the straight-line method over their useful lives, which are estimated to be three to fifteen years. Amortization expense related to the Company's intangible assets for the years ended June 30, 2020 and 2019 was $1.0 million and $1.0 million, respectively. For the presented periods, no amortization expense was allocated to cost of sales. Impairment The accumulated impairment charge of $2.7 million (goodwill and indefinite-lived intangible assets) was a non-recurring charge for fiscal 2018 related to the Direct Sales segment. No further impairment of goodwill or indefinite-lived intangible assets has occurred since fiscal 2018. Estimated Amortization Estimated annual amortization expense related to definite-lived intangible assets for the succeeding five years is as follows (in thousands): Fiscal Year Ending June 30, Amount 2021 2022 2023 2024 2025 Thereafter Total 629 601 158 77 60 286 1,811 $ 76 Table of Contents 9. LONG-TERM INVESTMENTS The Company has three investments in privately-held entities, each of which is a precious metals retailer and customer of the Company. For each of these entities, the Company has: (i) an exclusive supplier agreement, for which these entities have agreed to purchase all bullion products required for their businesses exclusively from A-Mark, subject to certain limitations; (ii) a product fulfillment services and storage agreement; and (iii) the right to appoint a director to the entity's board of directors (which has been exercised in each case). The Company has determined that it is appropriate to account for each of these investments under the equity method of accounting. The following table shows the carrying value and ownership percentage of the Company's investment in each entity: Entity Company A Company B Company C June 30, 2020 June 30, 2019 Carrying Value (in thousands) Ownership Percentage Carrying Value (in thousands) Ownership Percentage $ $ 2,529 13,296 938 16,763 7.4% $ 20.6% 10.0% $ 2,000 9,059 826 11,885 7.4% 20.6% 10.0% The Company considers these equity method investees to be related parties. See Note 13 for a summary of the Company's aggregate balances and activity with these related party entities. 10. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES Accounts payable and other current liabilities consist of the following: in thousands Trade payables to customers Advances from customers Deferred revenue Other accounts payable June 30, 2020 June 30, 2019 $ $ 2,316 $ 129,624 6,141 2,849 140,930 $ 1,246 57,643 1,592 1,699 62,180 11. DERIVATIVE INSTRUMENTS AND HEDGING TRANSACTIONS The Company is exposed to market risk, such as changes in commodity prices and foreign exchange rates. To manage the volatility related to these exposures, the Company enters into various derivative products, such as forwards and futures contracts. By policy, the Company historically has entered into derivative financial instruments for the purpose of hedging substantially all of Company's market exposure to precious metals prices, and not for speculative purposes. The Company’s gains (losses) on derivative instruments are substantially offset by the changes in the fair market value of the underlying precious metals inventory, both of which are recorded in cost of sales in the consolidated statements of income. Commodity Price Management The Company manages the value of certain assets and liabilities of its trading business, including trading inventory, by employing a variety of hedging strategies. These strategies include the management of exposure to changes in the market values of the Company's trading inventory through the purchase and sale of a variety of derivative instruments, such as forwards and futures contracts. The Company enters into derivative transactions solely for the purpose of hedging its inventory subject to price risk, and not for speculative market purposes. Due to the nature of the Company's global hedging strategy, the Company is not using hedge accounting as defined under Topic 815 of the ASC, whereby the gains or losses would be deferred and included as a component of other comprehensive income. Instead, gains or losses resulting from the Company's futures and forward contracts and open sale and purchase commitments are reported in the consolidated statements of income as unrealized gains or losses on commodity contracts (a component of cost of sales) with the related unrealized amounts due from or to counterparties reflected as derivative assets or liabilities on the consolidated balance sheets. 77 Table of Contents The Company's trading inventory and purchase and sale transactions consist primarily of precious metal products. The value of these assets and liabilities are marked-to-market daily to the prevailing closing price of the underlying precious metals. The Company's precious metals inventory is subject to market value changes, created by changes in the underlying commodity market prices. Inventory purchased or borrowed by the Company is subject to price changes. Inventory borrowed is considered a natural hedge, since changes in value of the metal held are offset by the obligation to return the metal to the supplier. The Company’s open sale and purchase commitments typically settle within 2 business days, and for those commitments that do not have stated settlement dates, the Company has the right to settle the positions upon demand. Futures and forwards contracts open at end of any period typically settle within 30 days. Open sale and purchase commitments are subject to changes in value between the date the purchase or sale price is fixed (the trade date) and the date the metal is received or delivered (the settlement date). The Company seeks to minimize the effect of price changes of the underlying commodity through the use of forward and futures contracts. The Company's policy is to substantially hedge its inventory position, net of open sale and purchase commitments that are subject to price risk. The Company regularly enters into precious metals commodity forward and futures contracts with financial institutions to hedge price changes that would cause changes in the value of its physical metals positions and purchase commitments and sale commitments. The Company has access to all of the precious metals markets, allowing it to place hedges. The Company also maintains relationships with major market makers in every major precious metals dealing center. The Company’s management sets credit and position risk limits. These limits include gross position limits for counterparties engaged in sales and purchase transactions with the Company. They also include collateral limits for different types of sale and purchase transactions that counterparties may engage in from time to time. Derivative Assets and Liabilities The Company's derivative assets and liabilities represent the net fair value of the difference (or intrinsic value) between market values and trade values at the trade date for open precious metals sale and purchase contracts, as adjusted on a daily basis for changes in market values of the underlying metals, until settled. The Company's derivative assets and liabilities represent the net fair value of open precious metals forwards and futures contracts. The precious metals forwards and futures contracts are settled at the contract settlement date. All of our commodity derivative contracts are under master netting arrangements and include both asset and liability positions (i.e., offsetting derivative instruments). As such, for the Company's derivative contracts with the same counterparty, the receivables and payables have been netted on the consolidated balance sheets. Such derivative contracts include open sale and purchase commitments, futures, forwards and margin accounts. In the table below, the aggregate gross and net derivative receivables and payables balances are presented by contract type and type of hedge, as of June 30, 2020 and June 30, 2019. in thousands Nettable derivative assets: Open sale and purchase commitments Option contracts Future contracts Forward contracts Nettable derivative liabilities: Open sale and purchase commitments Margin accounts Liability on price protection programs Future contracts Forward contracts June 30, 2020 Gross Derivative Amounts Netted Cash Collateral Pledge June 30, 2019 Net Derivative Gross Derivative Amounts Netted Cash Collateral Pledge Net Derivative $ $ $ $ 48,896 $ — — 101 48,997 $ (2,672) $ — — — (2,672) $ — $ — — — — $ 46,224 $ — — 101 46,325 $ 2,874 $ 61 2 43 2,980 $ 5,653 $ 14,616 — 12,477 3,208 35,954 $ (1,304) $ — — — — (1,304) $ — $ (9,236) — — — (9,236) $ 4,349 $ 5,380 — 12,477 3,208 25,414 $ 4,093 $ 11,652 22 1,241 2,044 19,052 $ (552) $ — — — (552) $ (271) $ — — — (139) (410) $ — $ — — — — $ — $ (8,671) — — — (8,671) $ 2,322 61 2 43 2,428 3,822 2,981 22 1,241 1,905 9,971 78 Table of Contents Gains or Losses on Derivative Instruments The Company records the derivative at the trade date with a corresponding unrealized gains (losses), shown as a component of cost of sales in the consolidated statements of income. The Company adjusts the derivatives to fair value on a daily basis until the transactions are settled. When these contracts are net settled, the unrealized gains and losses are reversed and the realized gains and losses for forward contracts are recorded in revenue and cost of sales, and the net realized gains and losses for futures and option contracts are recorded in cost of sales. Below is a summary of the net gains (losses) on derivative instruments for the years ended June 30, 2020 and 2019. in thousands Gains (losses) on derivative instruments: Unrealized gains (losses) on open future commodity and forward contracts and open sale and purchase commitments, net Realized losses on future commodity contracts, net Years Ended June 30, 2020 June 30, 2019 $ $ 37,163 (29,105) 8,058 $ $ (126) (942) (1,068) The Company’s net gains (losses) on derivative instruments, as shown in the table above, were substantially offset by the changes in fair market value of the underlying precious metals inventory and open sale and purchase commitments, which were also recorded in cost of sales in the consolidated statements of income. Summary of Hedging Positions In a hedging relationship, the change in the value of the derivative financial instrument is offset to a great extent by the change in the value of the underlying hedged item. The following table summarizes the results of our hedging activities, which shows the precious metal commodity inventory position, net of open sale and purchase commitments that is subject to price risk as of June 30, 2020 and June 30, 2019. in thousands Inventories Precious metals held under financing arrangements Less unhedgeable inventories: Commemorative coin inventory, held at lower of cost or net realizable value Premium on metals position Precious metal value not hedged Commitments at market: Open inventory purchase commitments Open inventory sales commitments Margin sale commitments In-transit inventory no longer subject to market risk Unhedgeable premiums on open commitment positions Borrowed precious metals Product financing arrangements Advances on industrial metals Precious metal subject to price risk Precious metal subject to derivative financial instruments: Precious metals forward contracts at market values Precious metals futures contracts at market values Total market value of derivative financial instruments June 30, 2020 June 30, 2019 $ 321,281 $ 178,577 499,858 (17) (3,684) (3,701) 496,157 514,553 (309,134) (14,652) (3,605) 2,779 (168,206) (74,678) 318 (52,625) 443,532 73,948 369,842 443,790 292,861 208,792 501,653 (17) (4,424) (4,441) 497,212 166,600 (158,870) (11,652) (809) 838 (201,144) (94,505) 8,644 (290,898) 206,314 133,612 72,218 205,830 Net precious metals subject to commodity price risk $ (258) $ 484 79 Table of Contents Notional Balances of Derivatives The notional balances of the Company's derivative instruments, consisting of contractual metal quantities, are expressed at current spot prices of the underlying precious metal commodity. As of June 30, 2020 and June 30, 2019, the Company had the following outstanding commitments and open forward and future contracts: in thousands Purchase commitments Sales commitments Margin sales commitments Open forward contracts Open futures contracts $ June 30, 2020 June 30, 2019 514,553 $ (309,134) (14,652) 73,948 369,842 166,600 (158,870) (11,652) 133,612 72,218 The contract amounts (i.e., notional balances) of the Company's forward and futures contracts and the open sales and purchase commitments are not reflected in the accompanying consolidated balance sheet. The Company records the difference between the market price of the underlying metal or contract and the trade amount at fair value. The Company is exposed to the risk of failure of the counterparties to its derivative contracts. Significant judgment is applied by the Company when evaluating the fair value implications. The Company regularly reviews the creditworthiness of its major counterparties and monitors its exposure to concentrations. At June 30, 2020, the Company believes its risk of counterparty default is mitigated as a result of such evaluation and the short-term duration of these arrangements. Foreign Currency Exchange Rate Management The Company utilizes foreign currency forward contracts to manage the effect of foreign currency exchange fluctuations on its sale and purchase transactions. These contracts generally have maturities of less than one week. Unrealized gains on foreign exchange derivative instruments related to open trades are shown on the face of the consolidated statements of income totaled $57,000 and $0 for the years ended June 30, 2020 and 2019, respectively. The market values (fair values) of the Company’s foreign exchange forward contracts and the net open sale and purchase commitment transactions, denominated in foreign currencies, outstanding are as follows: in thousands Foreign exchange forward contracts Open sale and purchase commitment transactions, net June 30, 2020 June 30, 2019 $ 4,599 $ 3,475 5,934 4,667 80 Table of Contents 12. INCOME TAXES Net income from operations before provision for income taxes is shown below: in thousands U.S. Foreign Years Ended June 30, 2020 June 30, 2019 $ $ 37,855 23 37,878 $ $ 3,251 26 3,277 The Company files a consolidated federal income tax return based on a June 30 tax year end. The provision for income tax expense by jurisdiction and the effective tax rate for the years ended June 30, 2020 and 2019 are shown below: in thousands Current: Federal State and local Foreign Deferred: Federal State and local Income tax expense Effective tax rate Years Ended June 30, 2020 June 30, 2019 $ $ $ 2,916 239 6 3,161 2,704 522 3,226 (4) 304 6 306 668 41 709 6,387 $ 1,015 16.9% 31.0% Our effective tax rate was 16.9% and 31.0% for the years ended June 30, 2020 and 2019, respectively. For the year ended June 30, 2020, the Company recorded tax expense which differed from the statutory rates primarily due to state taxes (net of federal tax benefit), Section 162(m) executive compensation, normal course non-deductible expenditures, offset by earnings from minority interest in joint venture investments, special deduction for foreign-derived intangible income (“FDII”), and fiscal 2019 and 2018 NOL carryback refund claim under the CARES Act. For the year ended June 30, 2019, the Company recorded tax expense which differed from the statutory rates primarily due to state taxes (including state minimum franchise taxes net of federal tax benefit), and normal course non-deductible expenditures. A reconciliation of the income tax provisions to the amounts computed by applying the statutory federal income tax rate to income before income tax provisions for the years ended June 30, 2020 and 2019, are set forth below: in thousands Federal income tax State tax, net of federal benefit Permanent adjustments Uncertain tax positions NOL Carryback - CARES Act Foreign Derived Intangible Income (FDII) Deduction Other June 30, 2020 June 30, 2019 7,954 642 (184) (62) (1,492) (579) 108 6,387 $ 688 291 (33) 69 — — — 1,015 $ 81 Table of Contents Recent Developments On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act, referred to herein as the CARES Act, as a response to the economic uncertainty resulting from the COVID-19 pandemic. Key business tax provisions in the CARES Act include modifications for net operating loss (“NOL”) carryovers and carrybacks, limitations of business interest expense deduction, as well as technical correction to the Tax Cuts and Jobs Act of 2017, providing the bonus depreciation eligibility of qualified improvement property, and a fiscal year company to carryback NOL arising in its 2018 tax year under the prior NOL carryback regime, allowing for a two-year carryback. As of June 30, 2020, the Company considered the impact of the carryback utilization of net operating losses generated from fiscal years June 30, 2019 and 2018 as provided for in the CARES Act. The income tax impact of the NOL carryback is further discussed below. The Tax Cut and Jobs Act enacted on December 22, 2017 included a tax incentive which allows U.S. corporations that earn income from qualifying sale, lease, or license of goods and services abroad in the form of a foreign derived intangible income (“FDII”) deduction which effectively taxes FDII at an effective rate of 13.125%. The incremental U.S. tax savings as a result of FDII in fiscal years 2020 and fiscal 2019 was $0.6 million and $0.0 million, respectively. Tax Balances and Activity Income Taxes Receivable and Payable As of June 30, 2020, income taxes payable totaled $2.1 million compared to income tax receivable of $1.5 million in the comparative period. The net income tax payable balance of $2.1 million is net of income tax receivable of $4.1 million primarily due to the carryback of fiscal 2019 and 2018 NOLs. Deferred Tax Assets and Liabilities In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized by evaluating both positive and negative evidence. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of June 30, 2020 and June 30, 2019, management concluded that it was more likely than not that the Company would be able to realize the benefit of the U.S. federal and state deferred tax assets. We based this conclusion on historical and projected operating performance, as well as our expectation that our operations will generate sufficient taxable income in future periods to realize the tax benefits associated with the deferred tax assets. Furthermore, the CARES Act allows NOLs originating after December 31, 2017 through January 1, 2021 to be carried back five years. It also enacts a technical correction to the Tax Cuts and Jobs Act of 2017 allowing non-calendar year filers with a taxable year that began in 2017 and ended during 2018, to carryback NOLs under the old tax laws, which enable the Company to fully utilize its NOLs. A tax valuation allowance was considered unnecessary as of June 30, 2020 and June 30, 2019. As of June 30, 2020, the consolidated balance sheet reflects the deferred tax items for each tax-paying component (i.e., federal and state), resulting in a state deferred tax asset of $1.0 million and a federal deferred tax liability of $1.1 million. As of June 30, 2019, the consolidated balance sheet reflects the deferred tax items for each tax-paying component (i.e., federal and state), resulting in a state deferred tax asset of $1.6 million and a federal deferred tax asset of $1.6 million primarily comprised of net operating loss carryforwards. Deferred tax asset has been reduced by $3.2 million primarily due to the carryback utilization of federal NOLs under the CARES Act. 82 Table of Contents The schedule of deferred taxes presented below summarizes the components of deferred taxes that have been classified as deferred tax assets and deferred tax liabilities related to taxable and deductible temporary differences as of June 30, 2020 and June 30, 2019: in thousands Accrued compensation Lease liabilities Stock-based compensation State tax accrual Net operating loss carry forwards Accruals and reserves Fixed assets Other Deferred tax assets Intangible assets Fixed assets Earnings from equity method investment Investment in partnership Section 481(a) adjustment Right of use assets Other Deferred tax liabilities June 30, 2020 June 30, 2019 $ 118 $ 1,091 1,025 41 878 17 — 45 3,215 (416) (56) (1,679) (194) (44) (887) (1) (3,277) Net deferred tax (liability) asset $ (62) $ 108 230 902 1 3,077 — 23 109 4,450 (324) — (569) (387) — — (7) (1,287) 3,163 Net Operating Loss Carryforwards and Tax Credits As of June 30, 2020 and June 30, 2019, the Company has approximately $0.0 million and $9.1 million of federal net operating loss carryforwards and approximately $12.6 million and $17.1 million, state and city net operating loss carryforwards, respectively. The reduction in federal NOLs to zero is due to the Company’s ability to carryback its NOLs to offset prior year’s taxable income under the CARES Act. The Company's combined federal, state and city tax-effected net operating loss carryforwards totaled, as of June 30, 2020 and June 30, 2019, $0.9 million and $3.1 million, respectively. The state NOLs primarily originated from the Company’s normal course of business prior to the spinoff in 2014. These state and city net operating loss carryforwards start to expire in the year ending June 30, 2022. As of June 30, 2020 and June 30, 2019, the Company has approximately $0 and $53,000, respectively, of a California state tax credit that can be carried-over indefinitely to future tax years. Unrecognized Tax Benefits The Company has taken or expects to take certain tax benefits on its income tax return filings that it has not recognized a tax benefit (i.e., an unrecognized tax benefit) on its consolidated statements of income. The Company's measurement of its uncertain tax positions is based on management's assessment of all relevant information, including, but not limited to prior audit experience, audit settlement, or lapse of the applicable statute of limitations. Below is a reconciliation of the net unrecognized tax benefits for the years ended June 30, 2020 and 2019: in thousands Beginning balance Reductions due to lapse of statute of limitations Additions as a results of tax positions of prior years June 30, 2020 June 30, 2019 216 (53) — 163 $ 147 (12) 81 216 $ 83 Table of Contents In addition to the $163,000 of accrued tax expense related to unrecognized tax positions, as shown in the table above, the Company has $42,000 of interest and $41,000 of penalties accrued to date related to its uncertain tax positions. As of June 30, 2020, the amount of this accrued liability (inclusive of the uncertain tax deductions and the associated interest and penalty accrual) totaled $246,000, and, if recognized, would reduce the Company's effective tax rate. Tax Examinations With exception of the open examinations noted below, either prior federal, state or local examinations have been completed by the tax authorities or the statute of limitations have expired for U.S. federal, state and local income tax returns filed for tax years through June 30, 2016. Open Tax examinations • • Utah State — for Years Ended: June 30, 2014 through June 30, 2015. We have reached an informal settlement agreement with the State pending receipt of final audit stipulation. The impact of the settlement is immaterial to the financial statements. New York City — for Year Ended: June 30, 2017. The Company received a routine Notice of Audit and is reviewing the information document request. The Company is unable to determine the outcome at this time. Tax examination that Closed during Fiscal Year 2020 • Utah State — for Years Ended: June 30, 2011 through June 30, 2013. The statute of limitation has lapsed related to the audit of SGI when the Company was a subsidiary of SGI and included in its consolidated income tax returns. 13. RELATED PARTY TRANSACTIONS Related parties are entities that the Company controls or has the ability to significantly influence. Related parties also include persons who are affiliated with related entities of the Company that are in a position to influence corporate decisions (such as owners, executives, board members and their families). In the normal course of business, we enter into transactions with our related parties. Below is a list of related parties with whom we have had significant transactions during the comparable periods: 1) 2) 3) 4) Stack’s Bowers Numismatics LLC. ("Stack's Bowers"). Stack's Bowers is a wholly-owned subsidiary of Spectrum Group International, Inc. ("SGI"). In March 2014, SGI distributed all of the shares of common stock of A-Mark to its stockholders, effecting a spinoff of A-Mark from SGI. As a result of this distribution the Company became a publicly traded company independent from SGI. Also, SGI and the Company have a common chief executive officer. SilverTowne, L.P. SilverTowne L.P. is a non-controlling owner of AMST (i.e., the Company's minting operations). Equity method investees. The Company has three investments in privately-held entities, each of which is a precious metals retailer and customer of the Company. For each of these entities, the Company has: (i) an exclusive supplier agreement, for which these entities have agreed to purchase all bullion products required for their businesses exclusively from A-Mark, subject to certain limitations; (ii) a product fulfillment services and storage agreement; and (iii) the right to appoint a director to the entity's board of directors (which has been exercised in each case). Goldline Lenders. In connection with the acquisition of Goldline, the Company entered into a privately placed credit facility with various lenders, which included some members of the Company's board of directors. Our related party transactions include (i) sales and purchases of precious metals (ii) financing activities (iii) repurchase arrangements, and (iv) hedging transactions. Below is a summary of our related party transactions. Reported transactions from the comparable prior period have been updated, as needed, to include the balances and activity according to our current list of related parties. 84 Table of Contents Balances with Related Parties Receivables and Payables, Net As of June 30, 2020 and June 30, 2019, the Company had related party receivables and payables balances as set forth below: in thousands Stack's Bowers Galleries Equity method investees SilverTowne June 30, 2020 June 30, 2019 Receivables $ 7,981 (1) $ 1,828 (2) 77 (2) $ 9,886 $ Payables Receivables $ — 3,421 (3) — 3,421 $ 17,630 $ 4,978 241 22,849 $ Payables — 163 — 163 (1) (2) (3) Balance principally includes two secured lines of credit with a balance of $8.0 million and $0.7 million (shown as a component of secured loans receivable); offset by $0.7 million of trade payables. See "Secured Lines of Credit", below. Balance primarily represents trade receivables, net (shown as a component of receivables). Balance primarily represents trade payables, net (shown as a component of accounts payable and other current liabilities). Long-term Investments As of June 30, 2020 and June 30, 2019, the aggregate carrying balance of the equity method investments was $16.8 million and $11.9 million, respectively (see Note 9). Secured Lines of Credit On September 19, 2017, CFC entered into a loan agreement with Stack's Bowers providing a secured line of credit, bearing interest at a competitive rate per annum, with a maximum borrowing line (subject to temporary increases) of $5.3 million. The loan is secured by precious metals and numismatic products. As of June 30, 2020 and June 30, 2019, the outstanding principal balance of this loan was $0.7 million and $6.4 million, respectively. On March 1, 2018, CFC entered into a loan agreement with Stack's Bowers providing a secured line of credit on the wholesale value (i.e., the excess over the spot value of the metal), of numismatic products bearing interest at a competitive rate per annum, with a maximum borrowing line (subject to temporary increases) of $10.0 million. In addition to the annual rate of interest, the Company is entitled to receive a participation interest equal to 10% of the net profits realized by Stack's Bowers on the ultimate sale of the products. As of June 30, 2020 and June 30, 2019, the outstanding principal balance of this loan was $8.0 million and $7.5 million, respectively. Long Term Debt Obligation On December 7, 2018, the Company repaid the $7.5 million principal amount outstanding under the Goldline Credit Facility to the Goldline Lenders in full. Under the terms of the principal repayment, the applicable credit and related agreements have been terminated and none of the parties thereto has any further rights or obligations thereunder. (See Note 14.) Activity with Related Parties Sales and Purchases During the years ended June 30, 2020 and 2019, the Company made sales and purchases to various companies, which have been deemed to be related parties, as follows: in thousands Stack's Bowers Galleries Equity method investees SilverTowne L.P. June 30, 2020 June 30, 2019 Sales Purchases Sales Purchases Years Ended $ $ 53,783 $ 828,765 8,061 890,609 $ 85 47,765 $ 30,989 748 79,502 $ 30,418 $ 508,552 12,914 551,884 $ 36,946 16,679 1,611 55,236 Table of Contents Interest Income During the years ended June 30, 2020 and 2019, the Company earned interest income related to loans made to Stack's Bowers and to financing arrangements (including repurchase agreements) with affiliated companies, as set forth below: in thousands Interest income from secured loans receivables Interest income from finance products and repurchase arrangements Interest Expense Years Ended June 30, 2020 June 30, 2019 $ $ 917 $ 6,341 7,258 $ 1,058 6,275 7,333 During the years ended June 30, 2020 and 2019, the Company incurred interest expense (including debt amortization costs) related to the debt payable to the Goldline Lenders that totaled $0 and $0.3 million, respectively. Other Income During the years ended June 30, 2020 and 2019, the Company recorded its proportional share of its equity method investee's net income as other income that totaled $4.9 million and $1.2 million, respectively. During the years ended June 30, 2020 and 2019, the Company earned royalty income related to one of CFC's secured lending agreements with Stack's Bowers that totaled $0.6 million and $0.1 million, respectively. During the years ended June 30, 2020 and 2019 the Company recorded an earn-out revaluation adjustment of $0 and $588,000, respectively, which was related to a contingent payable due to SilverTowne L.P. Other Expense During the year ended June 30, 2019, the Company incurred $0.2 million of fees related to the payoff of the Goldline Credit Facility that was payable to the Goldline Lenders. 14. FINANCING AGREEMENTS Lines of Credit Effective March 27, 2020, through an amendment and restatement of the applicable credit documents, A-Mark renewed its uncommitted demand borrowing facility ("Trading Credit Facility") with a syndicate of banks. Under the agreements, Coöperatieve Rabobank U.A. acts as joint lead lender and administrative agent and Natixis acts as joint lead arranger and syndication agent for the syndicate. The Trading Credit Facility is secured by substantially all of the Company’s assets on a first priority basis. As of June 30, 2020, the Trading Credit Facility provided the Company with access up to $270.0 million, featuring a $220.0 million base, with a $50.0 million accordion option. The Trading Credit Facility is scheduled to terminate on March 26, 2021. From commencement of the Trading Credit Facility (i.e., March 31, 2016), the Company has incurred $4.1 million of accumulated loan costs. These loan costs have been capitalized when incurred and are amortized over the term of the Trading Credit Facility. As of June 30, 2020 and June 30, 2019, the remaining unamortized balance was approximately $0.5 million and $0.6 million, respectively. 86 Table of Contents The Company routinely uses the Trading Credit Facility to purchase and finance precious metals and for operating cash flow purposes. Amounts under the Trading Credit Facility bear interest based on London Interbank Offered Rate (“LIBOR”) plus a 2.50% margin for revolving credit line loans and a 4.50% margin for bridge loans (that is, for loans that exceed the available revolving credit line). The one-month LIBOR rate was approximately 0.16% and 2.40% as of June 30, 2020 and June 30, 2019, respectively. Borrowings are due on demand and totaled $135.0 million and $167.0 million at June 30, 2020 and June 30, 2019, respectively. The amounts available under the respective borrowing facilities are determined at the end of each week following a specified borrowing base formula. The Company is able to access additional credit as needed to finance operations, subject to the overall limits of the borrowing facilities and lender approval of the revised borrowing base calculation. Based on the latest approved borrowing bases in effect, the amounts available under the Trading Credit Facility, after taking into account current borrowings, totaled $76.3 million and $11.6 million as determined on June 30, 2020 and June 30, 2019, respectively. The Trading Credit Facility has certain restrictive financial covenants, including one requiring the Company to maintain a minimum tangible net worth. As of June 30, 2020 the minimum tangible net worth financial covenant under the Trading Credit Facility was $55.7 million. The Company is in compliance with all restrictive financial covenants as of June 30, 2020. Interest expense related to the Company’s lines of credit totaled $7.0 million and $7.8 million, which represents 37.1% and 45.3% of the total interest expense recognized, for the years ended June 30, 2020 and 2019, respectively. Our lines of credit carried a daily weighted average effective interest rate of 4.01% and 4.78%, respectively, for the years ended June 30, 2020 and 2019. Debt Obligation with Goldline Lenders On August 28, 2017, in connection with the closing of the Goldline acquisition, Goldline, then known as Goldline Acquisition Corp., entered into a privately placed credit facility in the amount of $7.5 million (the “Goldline Credit Facility”) with various lenders (the "Goldline Lenders"). Borrowings under the Goldline Credit Facility were used to finance a portion of the consideration payable pursuant to the Goldline acquisition. The Goldline Credit Facility was secured by a first priority lien on substantially all of the assets of Goldline, and was guaranteed by the Company. Interest on the Goldline Credit Facility was payable quarterly in arrears at the rate of 8.5% per annum, and the Goldline Lenders under the Goldline Credit Facility were entitled to an additional funding fee payment at maturity equal to the greater of 3.0% of the principal amount of the Goldline Credit Facility and 10.0% of cumulative EBITDA (for the periods ending June 30, 2018 and 2019) of Goldline in excess of $10.0 million, on a pro rata basis. The Goldline Credit Facility had a three-year maturity. On December 7, 2018, the Company prepaid the $7.5 million principal amount outstanding under the Goldline Credit Facility. As such, there was no interest expense incurred for the year ended June 30, 2020 related to this facility. Interest expense related to the Goldline Credit Facility (including debt loan amortization costs) totaled $342,000 which represents 2.0% of the total interest expense recognized, for the year ended June 30, 2019. The Goldline Credit Facility's weighted average effective interest rate was 9.3% for the year ended June 30, 2019. Notes Payable In September 2018, AM Capital Funding, LLC. (“AMCF”), a wholly owned subsidiary of CFC, completed an issuance of Secured Senior Term Notes (collectively, the "Notes"): Series 2018-1, Class A (the “Class A Notes”) in the aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B (the “Class B Notes” and together with the Class A Notes, the “Notes”) in the aggregate principal amount of $28.0 million. The Class A Notes bear interest at a rate of 4.98% and the Class B Notes bear interest at a rate of 5.98%. The Notes have a maturity date of December 15, 2023. The Notes were issued under a Master Indenture and the Series 2018-1 Supplement thereto between AMCF and Citibank, N.A., as trustee. The Company holds $5.0 million of the Class B Notes in order to comply with the Credit Risk Retention Rules of Section 15G of the Exchange Act. The $5.0 million portion of the Class B Notes retained by the Company is eliminated in consolidation. AMCF applied the net proceeds from the sale of the Notes to purchase loans and precious metals inventory, and to pay certain costs and expenses. CFC and A-Mark may from time to time also contribute cash or precious metals to AMCF in exchange for cash or subordinated, deferred payment obligations from AMCF. In addition, AMCF may from time to time sell precious metals to A-Mark for cash. 87 Table of Contents As of June 30, 2020, the consolidated carrying balance of the Notes was $92.5 million (which excludes the $5.0 million note that the Company retained), and the remaining unamortized loan cost balance was approximately $2.5 million, which is amortized using the effective interest method through the maturity date. As of June 30, 2020, the balance of the interest payable was $234,000. Interest on the Notes is payable monthly in arrears at the aggregate rate of 5.26% per annum. For the years ended June 30, 2020 and 2019, the interest expense related to the Notes (including loan amortization costs) totaled $5.6 million and $4.7 million, which represents 29.8% and 27.2% of the total interest expense recognized by the Company, respectively. For the years ended June 30, 2020 and 2019, the Notes' weighted average effective interest rate was 5.88% and 5.88%, respectively. Liabilities on Borrowed Metals The Company recorded liabilities on borrowed precious metals with market values totaling $168.2 million as of June 30, 2020, with corresponding metals totaling $148.9 million and $19.3 million included in precious metals held under financing arrangements and inventories, respectively, on the consolidated June 30, 2020 balance sheet. The Company recorded liabilities on borrowed metals with market values totaling $201.1 million as of June 30, 2019 with corresponding metals totaling $179.3 million and $21.8 million included in precious metals held under financing arrangements and inventories, respectively, on the consolidated June 30, 2019 balance sheet. Advanced pool metals The Company borrows precious metals from its suppliers and customers under short-term agreements using other precious metals from its inventory as collateral. The Company has the ability to sell the metals advanced. These arrangements can be settled by repayment in similar metals or in cash. Once the obligation is settled, the metals held as collateral are released back to the Company. Liabilities on borrowed metals — Other Liabilities may also arise from: (i) unallocated metal positions held by customers in the Company’s inventory, (ii) amounts due to suppliers for the use of their consigned inventory, and (iii) shortages in unallocated metal positions held by the Company in the supplier’s inventory. Unallocated or pool metal represent an unsegregated inventory position that is due on demand, is a specified physical form, based on the total ounces of metal held in the position. Amounts due under these arrangements require delivery either in the form of precious metals, or in cash. Product Financing Arrangements The Company has agreements with financial institutions (third parties) that allow the Company to transfer its gold and silver inventory at an agreed- upon price based on the spot price with these third parties. Such agreements allow the Company to repurchase this inventory at an agreed-upon price based on the spot price on the repurchase date. The third party charges a monthly fee as a percentage of the market value of the outstanding obligation; such monthly charges are classified in interest expense. These transactions do not qualify as sales, and therefore have been accounted for as financing arrangements and are reflected in the consolidated balance sheet as product financing arrangements. The obligation is stated at the amount required to repurchase the outstanding inventory. Both the product financing obligation and the underlying inventory (which is entirely restricted) are carried at fair value, with changes in fair value recorded as a component of cost of sales in the consolidated statements of income. Such obligation totaled $74.7 million and $94.5 million as of June 30, 2020 and June 30, 2019, respectively. 15. COMMITMENTS AND CONTINGENCIES Employment and Non-Compete Agreements At June 30, 2020, the Company was a party to various employment agreements and non-compete and/or non-solicitation agreements with its employees, including employment agreements with Greg Roberts, our CEO, and Brian Aquilino, our COO, which both expire on June 30, 2023, and Thor Gjerdrum, our President, which expires on June 30, 2022. The employment agreements provide for minimum salary levels, incentive compensation and severance benefits, among other items. Employee Benefit Plan The Company maintains an employee savings plan for United States employees under the Internal Revenue Code section 401(k). Employees are eligible to participate in the plan after three complete calendar months of service and all contributions are immediately vested. Employees' contributions are discretionary to a maximum of 90% of compensation. For all plan members, the Company contributes 30% of the eligible employees' contributions on the first 60% of the participants' compensation to the IRS maximum annual contribution. The Company's matching 401(k) contributions totaled $276,000 and $263,000 for the years ended June 30, 2020 and 2019, respectively. 88 Table of Contents State and Local Tax Audits The Company's filed Utah State tax returns remain under exam for the period ended June 30, 2014 through 2015. We have reached an informal settlement agreement with the State pending receipt of final audit stipulation. The impact of the settlement is immaterial to the financial statements. The Company received a routine Notice of Audit and is reviewing the information document request of its filed New York City tax return for the period ended June 30, 2017. We are unable to determine the outcome of this exam at this time. In general, the U.S Federal and the majority of state and local examinations have been completed by the tax authorities for the respective jurisdictions or the statute of limitations have expired through the year ended June 30, 2016. Operational Contingencies In connection with the closing of the SilverTowne transaction, AMST entered into an exclusive distribution agreement with the Company with respect to the silver products produced by AMST which, among other things, set weekly minimum order quantities by A-Mark. The agreement has a three- year term, with two automatic two-year renewals (unless terminated prior thereto.) The Company was initially required to order no less than 300,000 ounces of silver products per week on average during any consecutive four week period during the term of the agreement. This initial commitment has been periodically adjusted, and as of June 30, 2020, the Company is required to order no less than 500,000 ounces of silver products per week. The price paid per ounce is mutually determined by both parties, and is subject to adjustments every six months during the term. Additionally, in connection with the SilverTowne transaction, AMST entered into an exclusive supplier agreement, dated August 31, 2016, with Asahi, whereby Asahi agreed to supply all of AMST's requirements for refined silver used for producing the silver products as to which A-Mark has the exclusive right to distribute. The term of the agreement was initially for three years, with two automatic two-year term renewals (unless terminated prior thereto). Pricing under the agreement is subject to adjustments every six months. A-Mark has also guaranteed AMST's obligations under its agreement with Asahi to lease 100,000 ounces of refined silver. The lease term is for one year with an automatic one year renewal (unless terminated prior thereto), and the lease fees are subject to adjustments every six months. Contingencies related to Purchase of Goldline In connection with the acquisition of assets of Goldline LLC, the Company held back and deposited a portion of the original purchase price into escrow to serve as security for the seller’s indemnification obligations. At June 30, 2019, $750,000 remained in escrow. In October 2019, the Company entered into a settlement agreement and mutual release with Goldline LLC, pursuant to which the Company received $460,000 from the escrow account and released Goldline from any further obligations relating to the acquisition. The costs associated with the settlement of our purchase of Goldline were recorded as other income, net in the consolidated statements of income. COVID-19 The Company is exposed to the effects of the COVID-19 pandemic. The extent to which this outbreak ultimately impacts our results of operations, cash flows and financial condition will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of this outbreak and the actions taken by governmental authorities and us to contain it or treat its impact. 16. STOCKHOLDERS’ EQUITY Share Repurchase Program In April 2018, the Company's Board of Directors approved a share repurchase program which authorized the Company to purchase up to 500,000 shares of its common stock from time to time, either in the open market or in block purchase transactions. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors. As of June 30, 2020, no shares had been repurchased under the program. 89 Table of Contents 2014 Stock Award and Incentive Plan The Company's amended and restated 2014 Stock Award and Incentive Plan (the "2014 Plan") was approved by the Company's stockholders on November 2, 2017. As of June 30, 2020, 243,664 shares were authorized for issuance under the 2014 Plan, which terminates in 2027. Under the 2014 Plan, the Company may grant options and other equity awards as a means of attracting and retaining officers, employees, non- employee directors and consultants, to provide incentives to such persons, and to align the interests of such persons with the interests of stockholders by providing compensation based on the value of the Company's stock. Awards under the 2014 Plan may be granted in the form of incentive or non-qualified stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), dividend equivalent rights and other stock-based awards (which may include outright grants of shares). The 2014 Plan also authorizes grants of performance-based, market-based, and cash incentive awards. The 2014 Plan is administered by the Compensation Committee of the Board of Directors, which, in its discretion, may select officers and other employees, directors (including non-employee directors) and consultants to the Company and its subsidiaries to receive grants of awards. The Board of Directors itself may perform any of the functions of the Compensation Committee under the 2014 Plan. Under the 2014 Plan, the exercise price of options and base price of SARs, as set by the Compensation Committee, generally may not be less than the fair market value of the shares on the date of grant, and the maximum term of stock options and SARs is 10 years. The 2014 Plan limits the number of share-denominated awards that may be granted to any one eligible person to 250,000 shares in any fiscal year. Also, in the case of non-employee directors, the 2014 Plan limits the maximum grant-date fair value at $300,000 of stock-denominated awards granted to a director in a given fiscal year, except for a non-employee Chairman of the Board whose grant-date fair value maximum is $600,000 per fiscal year. The 2014 Plan will terminate when no shares remain available for issuance and no awards remain outstanding; however, the authority to grant new awards will terminate on December 13, 2022. Valuation and Significant Assumptions of Equity Awards Issued The Company uses the Black-Scholes option pricing model, which uses various inputs such as the common share price and estimates that include the risk-free interest rate, volatility, expected life and dividend yield. The weighted-averages for key assumptions used in determining the fair value of options granted during the years ended June 30, 2020 and 2019 follows: Average volatility Risk-free interest rate Weighted-average expected life in years Dividend yield rate annual Years Ended June 30, 2020 June 30, 2019 36.37% 1.62% 6.3 0% 35.83% 2.80% 6.1 0% As of June 30, 2020 there were no awards with performance conditions nor awards with market conditions. Stock Options During the years ended June 30, 2020 and 2019, the Company incurred $838,236 and $1,096,539 of compensation expense related to stock options, respectively. As of June 30, 2020, there was total remaining compensation expense of $1,398,044 related to employee stock options, which will be recorded over a weighted average period of approximately 2.6 years. 90 Table of Contents The following table summarizes the stock option activity for the year ended June 30, 2020. Outstanding at June 30, 2019 Granted Exercises Cancellations, expirations and forfeitures Outstanding at June 30, 2020 Exercisable at June 30, 2020 Weighted Average Exercise Price Per Share 17.08 $ 10.64 15.86 17.06 15.24 $ 17.36 $ Options 956,998 $ 357,731 $ (1,667) $ (63,249) $ 1,249,813 $ 826,811 $ Aggregate Intrinsic Value (in thousands) Weighted Average Grant Date Fair Value Per Award 787 $ 5.88 6,061 $ 2,700 $ 5.34 5.95 Following is a summary of the status of stock options outstanding as of June 30, 2020. Exercise Price Ranges From To Outstanding Number of Shares Options Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number of Shares Exercisable Options Exercisable Weighted Average Remaining Contractual Life (Years) $ $ $ $ — $ 10.01 $ 15.01 $ 25.01 $ 10.00 15.00 25.00 60.00 214,240 487,301 448,272 100,000 1,249,813 5.07 $ 7.56 $ 6.27 $ 5.64 $ 6.52 $ 8.62 11.67 19.99 25.50 15.24 134,239 173,302 419,270 100,000 826,811 2.35 $ 4.82 $ 6.11 $ 5.64 $ 5.17 $ Weighted Average Exercise Price 8.39 12.56 20.27 25.50 17.36 The following table summarizes the nonvested stock option activity for the year ended June 30, 2020. Nonvested Outstanding at June 30, 2019 Granted Vested Forfeitures Nonvested Outstanding at June 30, 2020 Restricted Stock Units Weighted Average Grant Date Fair Value Per Award 5.27 3.99 5.39 5.45 4.14 Options 238,717 $ 357,731 $ (147,147) $ (26,299) $ 423,002 $ The RSUs are not transferable and automatically convert to shares of common stock on a one-for-one basis as the awards vest. Additionally, the RSUs were issued with a market-based condition and provide for accelerated vesting under certain conditions. During the years ended June 30, 2020 and 2019, the Company incurred $114,520 and $0 of compensation expense related to RSUs, respectively. As of June 30, 2020, there is $0 remaining compensation expense related to restricted stock units. 91 Table of Contents The following table summarizes the RSU activity for the year ended June 30, 2020: Outstanding at June 30, 2019 Shares granted Shares settled Outstanding at June 30, 2020 Exercisable at June 30, 2020 Awards Outstanding — $ 7,000 $ (7,000) $ — $ — $ Weighted Average Fair Value per Unit at Grant Date — 6.71 6.71 — — To value the Company's market-based RSUs issued, the Company utilized the Monte Carlo simulation model to arrive at a grant-date fair value. Our valuation accounted for market-based vesting conditions that requires the Company's stock price to equal or exceed $15.00 per share for a 30-day calendar period prior to the end of the performance period (that is, from November 22, 2019 to June 30, 2023). Our fair value estimate does not reflect the acceleration of the market-based RSUs upon a change-in-control of the Company; the effects of change-in-control are only considered when a change-in- control is probable. No tax benefit was recognized in the consolidated statements of income related to share-based compensation for the years ended June 30, 2020 and 2019. No share-based compensation was capitalized for the years ended June 30, 2020 and 2019. Certain Anti-Takeover Provisions The Company’s certificate of incorporation and by-laws contain certain anti-takeover provisions that could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of the Company without negotiating with its Board. Such provisions could limit the price that certain investors might be willing to pay in the future for the Company’s securities. Certain of such provisions allow the Company to issue preferred stock with rights senior to those of the common stock, or impose various procedural and other requirements which could make it more difficult for stockholders to effect certain corporate actions. 17. CUSTOMER AND SUPPLIER CONCENTRATIONS Customer Concentration Customers providing 10 percent or more of the Company's revenues for the year ended June 30, 2020 are presented on a comparative basis, with their corresponding balances for the year ended June 30, 2019 in the table below: in thousands Total revenue Customer concentrations HSBC Bank USA(1) Customer A June 30, 2020 June 30, 2019 Amount Percent Amount Percent 5,461,094 100.0% $ 4,783,157 Years Ended 674,454 603,572 1,278,026 12.4% $ 11.0% 23.4% $ 1,243,733 351,515 1,595,248 100.0% 26.0% 7.4% 33.4% $ $ $ (1) Sales with these trading partners are primarily comprised of sales on forward contracts that are entered into for hedging purposes rather than sales characterized with the physical delivery of precious metal product. Customers providing 10 percent or more of the Company's accounts receivable as of June 30, 2020 and June 30, 2019 are presented on a comparative basis in the table below. in thousands Total accounts receivable Customer concentrations Customer B $ $ 49,142 9,667 100.0% 19.7% $ $ 26,895 1,523 100.0% 5.7% June 30, 2020 June 30, 2019 Amount Percent Amount Percent 92 Table of Contents Customers providing 10 percent or more of the Company's secured loans receivable as of June 30, 2020 and June 30, 2019 are presented on a comparative basis in the table below. in thousands Total secured loans Customer concentrations Stack's Bowers Supplier Concentration June 30, 2020 June 30, 2019 Amount Percent Amount Percent $ $ 63,710 8,797 100.0% $ 125,298 13.8% $ 14,058 100.0% 11.2% The Company buys precious metals from a variety of sources, including through brokers and dealers, from sovereign and private mints, from refiners and directly from customers. The Company believes that no one or small group of suppliers is critical to its business, since other sources of supply are available that provide similar products on comparable terms. 18. SEGMENTS AND GEOGRAPHIC INFORMATION The Company evaluates segment reporting in accordance with FASB ASC 280, Segment Reporting, each reporting period, including evaluating the organizational structure and the reporting package that is reviewed by the chief operating decision makers. The Company's operations are organized under three business segments — Wholesale Trading & Ancillary Services, Secured Lending, and Direct Sales. (See Note 1 for a description of the types of products and services from which each reportable segment derives its revenues.) Revenue in thousands Revenue by segment(1)(2) Wholesale Trading & Ancillary Services(3) Direct Sales $ $ Years Ended June 30, 2020 June 30, 2019 5,360,899 $ 100,195 (a) $ 5,461,094 4,733,800 49,357 (b) 4,783,157 (1) (2) (3) (a) (b) Inter-segment purchases from and sales to the Direct Sales segment are transacted at Wholesale Trading & Ancillary Services segment's prices, which is consistent with arms-length transactions with third-parties. The Secured Lending segment earns interest income from its lending activity and earns no revenue from the sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table. The elimination of inter-segment sales are reflected in the Wholesale Trading & Ancillary Services segment. Includes $26.4 million of inter-segment sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment. Includes $0.9 million of inter-segment sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment. in thousands Revenue by geographic region (as determined by the shipping or billing address or where the services were performed): United States Europe North America, excluding United States Asia Pacific Africa Australia 93 Years Ended June 30, 2020 June 30, 2019 $ $ 4,261,113 $ 463,313 679,976 40,352 31 16,309 5,461,094 $ 4,234,921 224,894 314,592 6,116 10 2,624 4,783,157 Table of Contents Gross Profit and Gross Margin Percentage in thousands Gross profit by segment(1) Wholesale Trading & Ancillary Services Direct Sales Total gross profit Gross margin percentage by segment(1) Wholesale Trading & Ancillary Services Direct Sales Weighted average gross margin percentage Years Ended June 30, 2020 June 30, 2019 $ $ 56,908 10,065 66,973 $ $ 1.062% 10.045% 1.226% 26,270 5,688 31,958 0.555% 11.524% 0.668% (1) The Secured Lending segment earns interest income from its lending activity and earns no gross profit from the sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table. Operating income and (expenses) in thousands Operating income (expense) by segment Wholesale Trading & Ancillary Services Selling, general and administrative expenses Interest income Interest expense Other income, net Unrealized gains on foreign exchange Secured Lending Selling, general and administrative expenses Interest income Interest expense Other income, net Direct Sales Selling, general and administrative expenses Interest expense Other expense, net Net income (loss) before provision for income taxes in thousands Net income (loss) before provision for income taxes by segment Wholesale Trading & Ancillary Services Secured Lending Direct Sales 94 Years Ended June 30, 2020 June 30, 2019 (27,150) 9,024 (10,527) 4,868 57 (1,893) 12,213 (8,332) 577 (7,713) — (219) $ $ $ $ $ $ $ $ $ $ $ $ (22,274) 8,601 (9,626) 1,749 — (1,456) 10,657 (7,178) 105 (8,772) (342) (157) Years Ended June 30, 2020 June 30, 2019 33,180 2,565 2,133 37,878 $ $ 4,720 2,128 (3,571) 3,277 $ $ $ $ $ $ $ $ $ $ $ $ $ $ Table of Contents Depreciation and Amortization in thousands Depreciation and amortization by segment Wholesale Trading & Ancillary Services Secured Lending Direct Sales Advertising expense in thousands Advertising expense by segment Wholesale Trading & Ancillary Services Secured Lending Direct Sales Precious metals held under financing arrangements in thousands Precious metals held under financing arrangements by segment Wholesale Trading & Ancillary Services Secured Lending Inventories in thousands Inventories by segment Wholesale Trading & Ancillary Services Secured Lending Direct Sales in thousands Inventories by geographic region United States Europe North America, excluding United States Asia 95 Years Ended June 30, 2020 June 30, 2019 $ $ (1,554) (403) (943) (2,900) $ $ (1,576) (18) (1,213) (2,807) Years Ended June 30, 2020 June 30, 2019 (435) $ (25) (1,745) (2,205) $ (515) (13) (1,933) (2,461) June 30, 2020 June 30, 2019 157,609 20,968 178,577 $ $ 208,792 — 208,792 June 30, 2020 June 30, 2019 289,069 24,057 8,155 321,281 $ $ 268,383 16,867 7,611 292,861 June 30, 2020 June 30, 2019 287,960 19,531 13,735 55 321,281 $ $ 280,924 3,944 7,452 541 292,861 $ $ $ $ $ $ $ $ Table of Contents Total Assets in thousands Assets by segment Wholesale Trading & Ancillary Services Secured Lending Direct Sales in thousands Assets by geographic region United States Europe North America, excluding United States Asia in thousands Long-term assets by segment Wholesale Trading & Ancillary Services Secured Lending Direct Sales in thousands Long-term assets by geographic region United States Europe Capital Expenditures for Property, Plant, and Equipment in thousands Capital expenditures on property, plant, and equipment by segment Wholesale Trading & Ancillary Services Secured Lending Direct Sales Goodwill in thousands Goodwill by segment Wholesale Trading & Ancillary Services Direct Sales (1) 96 June 30, 2020 June 30, 2019 599,032 140,622 18,381 758,035 $ $ 561,902 130,143 13,317 705,362 June 30, 2020 June 30, 2019 723,252 20,993 13,735 55 758,035 $ $ 689,287 8,082 7,452 541 705,362 June 30, 2020 June 30, 2019 39,090 1,319 3,607 44,016 $ $ 32,816 280 3,416 36,512 June 30, 2020 June 30, 2019 43,963 53 44,016 $ $ 36,459 53 36,512 Years Ended June 30, 2020 June 30, 2019 747 $ 76 13 836 $ 258 196 36 490 June 30, 2020 June 30, 2019 8,881 — 8,881 $ $ 8,881 — 8,881 $ $ $ $ $ $ $ $ $ $ $ $ Table of Contents (1) Direct Sales goodwill balance is net of $1.4 million accumulated impairment losses. Intangible assets in thousands Intangibles by segment Wholesale Trading & Ancillary Services Direct Sales 19. SUBSEQUENT EVENTS Special Dividend Declared June 30, 2020 June 30, 2019 $ $ 2,907 2,067 4,974 $ $ 3,206 2,646 5,852 On September 3, 2020, the Company's Board of Directors declared a special dividend of $1.50 per share to common stock shareholders of record at the close of business on September 21, 2020, payable on or about September 25, 2020. The estimated dividends to be paid totals $10.6 million. Trading Credit Facility Effective September 2, 2020, the Company entered into (1) an Increase Agreement and certain ancillary documents (collectively, the “Increase Loan Documents”) with Cooperative Rabobank U.A. as Administrative Agent (the “Administrative Agent”), and various Increasing Lenders (as defined therein), and (2) a Third Amendment to the Amended and Restated Uncommitted Credit Agreement (as amended, the “Credit Agreement”) with the Administrative Agent and the various Lenders named therein. As a result of the Increase Loan Documents, the credit facility provided under the Credit Agreement has been increased from $220.0 million to $257.5 million in aggregate principal amount. 97 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report. Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting The financial statements were prepared by management, which is responsible for their integrity and objectivity and for establishing and maintaining adequate internal controls over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: i. ii. iii. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal controls may vary over time. Management assessed the design and effectiveness of the Company’s internal control over financial reporting as of June 30, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework ("2013 framework"). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of June 30, 2020 based on criteria in Internal Control –Integrated Framework issued by the COSO. Grant Thornton LLP, an independent registered public accounting firm, has audited the financial statements of the Company as of June 30, 2020 and June 30, 2019, and for the fiscal years then ended. Under Rule 12b-2 and Section 404 of the Sarbanes-Oxley Act, the Company is not required to provide an attestation report from a registered public accounting firm of its internal control over financial reporting as of June 30, 2020 and June 30, 2019. 98 Table of Contents Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting during the COVID-19 pandemic. Many of our employees worked remotely during the period in which we prepared these financial statements and, accordingly, we ensured ongoing related oversight and monitoring procedures continued during the financial close and reporting process. We did not compromise our disclosure controls and procedures. We are continually monitoring and assessing our disclosure controls to ensure disclosure controls and procedures continue to be effective. During fiscal 2020, PMPP commenced its operations and became subject to an evaluation of its internal controls over financial reporting in accordance with the requirements of Section 404(a) of Sarbanes-Oxley. ITEM 9B. OTHER INFORMATION None. 99 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Incorporated by reference to the Company’s Proxy Statement, to be filed within 120 days following June 30, 2020. ITEM 11. EXECUTIVE COMPENSATION Incorporated by reference to the Company’s Proxy Statement, to be filed within 120 days following June 30, 2020. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Incorporated by reference to the Company’s Proxy Statement, to be filed within 120 days following June 30, 2020. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated by reference to the Company’s Proxy Statement, to be filed within 120 days following June 30, 2020. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Incorporated by reference to the Company’s Proxy Statement, to be filed within 120 days following June 30, 2020. 100 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) 1. The following documents are filed as part of this report: Financial Statements Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 2. 3. Financial Statements Schedules: None. Exhibits required to be filed by Item 601 of Regulation S-K: 101 Page 50 51 53 54 55 56 Table of Contents Regulation S-K Exhibit Table Item No. Description of Exhibit 2.1** Separation and Distribution Agreement between Spectrum Group International, Inc. and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1; Registration No. 333-192260. 3.1** Amended and Restated Certificate of Incorporation of A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1/A; Registration No. 333-192260. 3.2** Amended and Restated Bylaws of A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S- 1/A; Registration No. 333-192260. 10.1** 10.2** 10.3** Master Indenture, dated as of September 14, 2018, between AM Capital Funding, LLC, a limited liability company organized under the laws of the State of Delaware, and Citibank, N.A., a national banking association, as indenture trustee. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K/A as filed with the Securities and Exchange Commission on September 17, 2018. Series 2018-1 Supplement, dated as of September 14, 2018, between AM Capital Funding, LLC, a limited liability company organized under the laws of the State of Delaware, and Citibank, N.A., as indenture trustee. Incorporated by reference to Exhibit 10.2 to the Report on Form 8-K/A as filed with the Securities and Exchange Commission on September 17, 2018. Transfer and Sale Agreement, dated as of September 14, 2018, by and between Collateral Finance Corporation, a Delaware corporation, and AM Capital Funding, LLC, a Delaware limited liability company. Incorporated by reference to Exhibit 10.3 to the Report on Form 8-K/A as filed with the Securities and Exchange Commission on September 17, 2018. 10.4** Security Agreement, dated March 31, 2016, between Coöperatieve Rabobank U.A., New York Branch, and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.2 to the Report on Form 8-K filed with the Securities and Exchange Commission on April 5, 2016. 10.5** Employment Agreement, executed February 19, 2016, between A-Mark Precious Metals, Inc. and Gregory N. Roberts. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated February 19, 2016. 10.6** Employment Agreement, executed February 19, 2016, between A-Mark Precious Metals, Inc. and Gregory N. Roberts. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated February 19, 2016. 10.7** Lease Agreement, dated as of July 7, 2016, between The Plaza CP LLP and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.6 to the Report on Form 10-K for the year ended June 30, 2016. 10.8** Limited Liability Company Agreement of AM&ST Associates, LLC, effective as of August 31, 2016, between A-Mark Precious Metals, Inc. and Silver Towne, L.P. Incorporated by reference to Exhibit 10.7 to the Report on Form 10-K for the year ended June 30, 2016. 10.9** Asset Purchase Agreement, dated as of August 31, 2016, between SilverTowne, L.P. and AM&ST Associates, LLC. Incorporated by reference to Exhibit 10.8 to the Report on Form 10-K for the year ended June 30, 2016. 10.10** Memorandum of Tax Sharing Agreement, dated as of June 23, 2011, between Spectrum Group International, Inc. and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1; Registration No. 333-192260. 10.11** Tax Separation Agreement between Spectrum Group International, Inc. and A-Marl Precious Metals, Inc. Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1; Registration Statement No. 333-192260. 10.12** Non-Employee Director Compensation Policy of A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.36 of the Registration Statement on Form S-1; Registration No. 333-192260. 10.13** Form of 2014 Stock Award and Incentive Plan of A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.40 of the Registration Statement on Form S-1; Registration No. 333-192260. 10.14** Air Cargo Lease between MCP CARGO, LLC as Landlord, and A-M Global Logistics, LLC as tenant, dated as of November 21, 2014. Incorporated by reference to Exhibit 10.23 to the Report on Form 10-K for the year ended June 30, 2015. 10.15** First Amendment to Air Cargo Lease between MCP CARGO, LLC as Landlord, and A-M Global Logistics, LLC as tenant, dated as of August 28, 2015. Incorporated by reference to Exhibit 10.24 to the Report on Form 10-K for the year ended June 30, 2015. 10.16** Asset Purchase Agreement, dated as of August 14, 2017, by and between Goldline Acquisition Corp. and Goldline, LLC. Incorporated by reference to Exhibit 10.1 filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2017. 10.17** Amended and Restated Uncommitted Credit Agreement, dated as of March 29, 2019, by and among A-Mark Precious Metals, Inc., as Borrower, Cooperatieve Rabobank U.A. as Administrative Agent and Joint Lead Arranger/Bookrunner, Natixis as Syndication Agent and Joint Lead Arranger, and the Lenders named therein. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated February 28, 2019. 102 Table of Contents Regulation S-K Exhibit Table Item No. 10.18** Description of Exhibit Employment Agreement, executed August 1, 2019, between A-Mark Precious Metals, Inc. and Thor Gjerdrum. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated August 1, 2019. 10.19** Employment Agreement, executed November 22, 2019, between A-Mark Precious Metals, Inc. and Greg Roberts. Incorporated by Reference to Exhibit 10.1 to the Report on Form 8-K dated November 22, 2019. 10.20** 10.21** First Amendment to Amended and Restated Uncommitted Credit Agreement, dated as of January 13, 2020, by and among A-Mark Precious Metals, Inc., Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, and the Lenders named therein. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated January 13, 2020. Second Amendment to Amended and Restated Uncommitted Credit Agreement with Cooperative Rabobank U.A., New York Branch as Administrative Agent and Joint Lead Arranger; Natixis, New York Branch as Syndication Agent and Joint Lead Arranger; and the Lenders named therein. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated March 23, 2020. 10.22* Third Amendment to Amended and Restated Uncommitted Credit Agreement with Cooperative Rabobank U.A., New York Branch as Administrative Agent and Joint Lead Arranger; Natixis, New York Branch as Syndication Agent and Joint Lead Arranger; and the Lenders named therein. 10.23** 21* 23.1* 31.1 * 31.2 * 32.1 * 32.2 * 101.INS * 101.SCH * 101.CAL * 101.DEF * 101.LAB * 101.PRE * Increase Agreement, dated as of September 2, 2020, by and among A-Mark Precious Metals, Inc., Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, and the Increasing Lenders named therein. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated September 2, 2020. List of Subsidiaries of A-Mark Precious Metals, Inc. Consent of Grant Thornton LLP, independent registered public accounting firm. Certification Under Section 302 of the Sarbanes-Oxley Act of 2002. Certification Under Section 302 of the Sarbanes-Oxley Act of 2002. Certification Under Section 906 of the Sarbanes-Oxley Act of 2002. Certification Under Section 906 of the Sarbanes-Oxley Act of 2002. XBRL Instance Document. XBRL Taxonomy Extension Calculation Schema Document. XBRL Taxonomy Extension Calculation Linkbase Document. XBRL Taxonomy Extension Definition Linkbase Document. XBRL Taxonomy Extension Label Linkbase Document. XBRL Taxonomy Extension Presentation Linkbase Document. * ** Filed herewith Previously filed 103 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: September 11, 2020 Date: September 11, 2020 A-MARK PRECIOUS METALS, INC. By: /s/ Gregory N. Roberts Name: Gregory N. Roberts Title: Chief Executive Officer (Principal Executive Officer) A-MARK PRECIOUS METALS, INC. By: /s/ Kathleen Simpson-Taylor Name: Kathleen Simpson-Taylor Title: Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title(s) Date Chairman of the Board September 11, 2020 /s/ Jeffrey D. Benjamin Jeffrey D. Benjamin /s/ Gregory N. Roberts Gregory N. Roberts Chief Executive Officer and Director (Principal Executive Officer) /s/ Kathleen Simpson-Taylor Kathleen Simpson-Taylor Chief Financial Officer (Principal Financial Officer) /s/ Ellis Landau Ellis Landau /s/ William Montegomery William Montgomery /s/ Beverley Lepine Beverley Lepine /s/ John U. Moorhead John U. Moorhead /s/ Jess M. Ravich Jess M. Ravich Director Director Director Director Director 104 September 11, 2020 September 11, 2020 September 11, 2020 September 11, 2020 September 11, 2020 September 11, 2020 September 11, 2020 THIRD AMENDMENT TO AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT AND CONSENT Exhibit 10.22 This THIRD AMENDMENT TO AMENDED AND RESTATED UNCOMMITTED CREDIT AGREEMENT AND CONSENT (this “Third Amendment”) dated as of September 2, 2020 is among A-MARK PRECIOUS METALS, INC., a Delaware corporation (the “Borrower”), the undersigned Lenders and COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement (as defined below). W I T N E S S E T H: WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Amended and Restated Uncommitted Credit Agreement dated as of March 29, 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); and WHEREAS, the Borrower has requested certain amendments to the Credit Agreement, and the parties hereto have agreed to amend the Credit Agreement on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendments. Effective upon the occurrence of the Effective Date (as defined in Section 3 below), the Credit Agreement is hereby amended as follows: (a) Section 1.1 is amended as follows: (i) the definition of “Permitted Encumbrances” is amended by deleting in clause (n) thereof, the “”” which appears immediately after the first reference to “Warehouse Facility”; and (ii) the definition of “Revolving Line Portion” is amended by deleting the final sentence thereof and replacing it as follows: “The amount of each Lender’s Revolving Line Portion is set forth on Schedule 1.0 hereto, as amended (if applicable) pursuant to any Increase Agreement.” (b) Section 5.1 is amended by deleting “and” at the end of clause (f)(ix). (c) Section 6.5 is amended by (x) re-lettering clause (l) as clause (m) and (y) inserting new clause (l) after clause (k) as follows: “(l) a capital contribution by the Borrower to CFC of all outstanding loan amounts owing by Sunshine Minting, Inc. to the Borrower under the Sunshine Loan Agreement in an aggregate amount not to exceed $3,500,000 (which loan amounts shall be convertible into common stock of Sunshine Minting, Inc.), provided, that such amounts shall in no event constitute CFC Loans; and”. (d) Section 6.6 is amended by deleting clause (c) therein and replacing it with the following: “(c) a one-time dividend to be paid by the Borrower on or after August 27, 2020 in an amount not to exceed $10,600,000, provided that (x) before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) after giving effect thereto, the Borrower shall be in pro forma compliance with Section 7.” (e) (f) Section 6.13 is amended by inserting “.” at the end thereof. Schedules 1.1B and 1.1E are hereby deleted and replaced as set forth on Annex I hereto. SECTION 2. Consent. The Required Lenders hereby (i) consent to the exercise by the Borrower of its right under the Loan Agreement dated as of September 19, 2019 (as amended, supplemented or otherwise modified from time to time, the “Sunshine Loan Agreement”) between Sunshine Minting, Inc. and the Borrower, to repay Indebtedness of Sunshine Minting, Inc. owing to Washington Trust Bank in an amount not to exceed $6,000,000, in exchange for Equity Interests of Sunshine Minting, Inc. comprising up to 27.5% (but not less than 24%) of the issued and outstanding common stock (on a fully diluted basis) thereof, provided, that such Investment shall be otherwise permitted under Section 6.5(m) of the Credit Agreement (after giving effect to this Third Amendment) and (ii) agree that notwithstanding anything to the contrary set forth in Section 2.19(f) of the Credit Agreement, the thresholds set forth in Sections 7.2 and 7.3 of the Credit Agreement shall not be increased pursuant thereto in connection with the Increase Agreement dated as of (or around) the date hereof (as amended, supplemented or otherwise modified from time to time, the “August Increase Agreement”) among the Borrower, the Lenders party thereto and the Administrative Agent. SECTION 3. Effectiveness of Amendment. (a) This Third Amendment shall become effective on the date (the “Effective Date”) on which (a) the Administrative Agent shall have received, all in form and substance satisfactory to the Administrative Agent: (i) Administrative Agent; this Third Amendment duly executed by each of the Borrower, the Required Lenders and the 2 (ii) such documentation as the Administrative Agent shall require (as recommended by local counsel to the Administrative Agent in each relevant jurisdiction) in respect of Collateral located in Switzerland; and (iii) such corporate authorization documents and opinions of counsel as the Required Lenders shall require. (b) The Borrower shall have paid to the Administrative Agent in immediately available funds, (i) for the account of each applicable Lender, the fees set forth in the Increase Agreement and Third Amendment Lender Fee Letter dated the date hereof between the Administrative Agent and the Borrower, (ii) for the sole account of the Administrative Agent, the fees set forth in the Increase Agreement and Third Amendment Agent Fee Letter dated the date hereof between the Administrative Agent and the Borrower and (iii) all costs and expenses of the Administrative Agent incurred in connection with this Third Amendment and the August Increase Agreement (including, without limitation, the reasonable legal fees and disbursements of counsel to the Administrative Agent for which an invoice shall have been provided). SECTION 4. Effect of Amendment; Ratification; Representations; Condition Subsequent; etc. (a) On and after the Effective Date, this Third Amendment shall be a part of the Credit Agreement, all references to the Credit Agreement in the Credit Agreement and the other Loan Documents shall be deemed to refer to the Credit Agreement as amended by this Third Amendment, and the term “this Agreement”, and the words “hereof”, “herein”, “hereunder” and words of similar import, as used in the Credit Agreement, shall mean the Credit Agreement as amended hereby. (b) Except as expressly set forth herein, this Third Amendment shall not constitute an amendment, waiver or consent with respect to any provision of the Credit Agreement and the Credit Agreement is hereby ratified, approved and confirmed in all respects and remains in full force and effect. (c) In order to induce the Administrative Agent and the Lenders to enter into this Third Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders that before and after giving effect to the execution and delivery of this Third Amendment: (i) the representations and warranties of the Borrower set forth in the Credit Agreement and in the other Loan Documents are true and correct in all material respects as if made on and as of the date hereof, except for those representations and warranties that by their terms were made as of a specified date which were true and correct on and as of such date; and (ii) no Default or Event of Default has occurred and is continuing. (d) The Borrower hereby acknowledges and agrees that after giving effect to this Third Amendment, (i) the Security Agreement, the Canadian Security Agreement, the German Security Agreement, the Swiss Security Agreement, the Mexican Pledge Agreement (as defined below) and the liens and security interests granted thereunder (and under any other documents executed by the 3 Borrower) shall remain in full force and effect, shall continue without interruption as security for the Obligations and shall not be impaired or limited hereby and (ii) the other Security Documents executed by it shall remain in full force and effect, shall continue without interruption and shall not be impaired or limited hereby. (e) The Borrower hereby agrees that on or prior to September 30, 2020 (or such later date as determined by the Administrative Agent in its sole discretion), it shall execute and deliver such documentation as the Administrative Agent shall require (as recommended by Mexican counsel to the Administrative Agent) to re-affirm the Administrative Agent’s Liens pursuant to the Mexican Current Asset Non-Possessory Pledge Agreement dated June 28, 2019 (as amended, supplemented or otherwise modified from time to time, the “Mexican Pledge Agreement”) between the Borrower and the Administrative Agent. (f) This Third Amendment shall be a Loan Document. SECTION 5. Counterparts. This Third Amendment may be executed by one or more of the parties to this Third Amendment on any number of separate counterparts (including by facsimile or email transmission of signature pages hereto), and all of said counterparts taken together shall be deemed to constitute one and the same agreement. A set of the copies of this Third Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. SECTION 6. Severability. Any provision of this Third Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 7. GOVERNING LAW. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. WAIVERS OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS THIRD AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN. 4 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written. BORROWER A-MARK PRECIOUS METALS, INC. By: /s/ Name: Title: [Signature Page To Third Amendment] ADMINISTRATIVE AGENT AND LENDERS COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Administrative Agent and as a Lender /s/ /s/ By: By: Name: Title: Name: Title: [Signature Page To Third Amendment] NATIXIS, NEW YORK BRANCH, as a Lender /s/ /s/ By: By: Name: Title: Name: Title: [Signature Page To Third Amendment] MACQUARIE BANK LIMITED, as a Lender /s/ /s/ Name: Title: Name: Title: By: By: POA# [Signature Page To Third Amendment] BROWN BROTHERS HARRIMAN & CO., as a Lender /s/ /s/ By: By: Name: Title: Name: Title: [Signature Page To Third Amendment] BANK OF CHINA LIMITED, NEW YORK BRANCH, as a Lender /s/ /s/ By: By: Name: Title: Name: Title: [Signature Page To Third Amendment] Annex I to Third Amendment to Amended and Restated Credit Agreement and Consent Schedule 1.1B Approved Depositories Location Limit 1120 W. Venice Boulevard Los Angeles, California 90015 $54,000,000 minus the amount held in its capacity as a CFC Approved Depository 4601 West 2100 South Salt Lake City, Utah 84120 2555 Century Lake Drive Irving, Texas 75062 184-45 147th Avenue Springfield Gardens, New York 11413 2179 S. 300 W Suite 4 Salt Lake City, Utah 84115 750 West Canfield Avenue Coeur d’Alene, Idaho 83815 and 7600 East Gate Road Henderson, Nevada 89011 5115 W. Nassau Street Tampa, Florida 33607 130 Sheridan Boulevard Inwood, New York 11096 656 South Vail Avenue Montebello, California 90640 3738 West 2340 South, Suite B West Valley City, Utah 84120 $42,000,000 $18,000,000 $75,000,000 $78,000,000 minus the amount held in its capacity as a CFC Approved Depository $30,000,000 $24,000,000 $42,000,000 $6,000,000 $18,000,000 Depository Brinks, Incorporated Asahi Refining USA, Inc. Brinks, Incorporated Brinks Global Services USA Inc. Brinks, Incorporated Sunshine Minting Inc. Brinks, Incorporated Loomis International (US), Inc. Loomis International (US), Inc. IBI Secured Transport Inc. A-M Global Logistics, LLC as lessee Numismatic Guaranty Corporation 6055 Surrey Street Las Vegas, Nevada 89119 5501 Communications Parkway Sarasota, Florida 34240 $225,000,000 $12,000,000 minus the amount held in its capacity as a CFC Approved Depository Professional Coin Grading Service Division of Collectors Universe, Inc. 1610 E. St. Andrew Place, Suite 150 Santa Ana, California 92705 $18,000,000 minus the amount held in its capacity as a CFC Approved Depository AM & ST Associates, LLC dba Silvertowne Mint 950 East Base Road Winchester, Indiana 47394 $15,000,000 Stack’s-Bowers Numismatics, LLC dba Stack’s Bowers Galleries 1231 East Dyer Road, Suite 100 Santa Ana, California 92705 $12,000,000 minus the amount held in its capacity as a CFC Approved Depository HSBC Bank USA JPMorgan Chase Bank, NA Malca-Amit USA, LLC Manfra, Tordella & Brookes, Inc. Bank of Nova Scotia Delaware Depository International Depository Services of Delaware New York New York New York New York New York Delaware Delaware $30,000,000 $30,000,000 $30,000,000 $30,000,000 $30,000,000 $30,000,000 $30,000,000 CNT Depository, Inc. Massachusetts $30,000,000 Approved Carriers Carrier Brink’s Global Services International Inc. IBI Armored Services, Inc. Loomis Armored Transport Limit $35,000,000 $15,000,000 $35,000,000 Schedule 1.1E Active Direct and Indirect Subsidiaries of A-Mark Precious Metals, Inc. (100% owned except where indicated) Exhibit 21 Name of Subsidiary Collateral Finance Corporation A-Mark Trading AG Transcontinental Depository Services, LLC A-M Global Logistics, LLC AM&ST Associates, LLC Goldline Inc. AM Capital Funding, LLC AM IP Assets, LLC AM Services, Inc. Precious Metals Purchasing Partners, LLC Jurisdiction of Incorporation Delaware Austria Delaware Delaware Delaware (69% owned) Delaware Delaware Delaware Delaware Delaware (50% owned) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have issued our report dated September 11, 2020, with respect to the consolidated financial statements included in the Annual Report of A- Mark Precious Metals, Inc. on Form 10-K for the year ended June 30, 2020. We consent to the incorporation by reference of said report in the Registration Statements of A-Mark Precious Metals, Inc. on Forms S-8 (File No. 333-238111, effective May 8, 2020, and File No. 333-218071, effective May 18, 2017). Exhibit 23.1 /s/ GRANT THORNTON LLP Newport Beach, California September 11, 2020 I, Gregory N. Roberts, certify that: CERTIFICATION Exhibit 31.1 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of A-Mark Precious Metals, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) (b) (c) (d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) (b) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 11, 2020 /s/ Gregory N. Roberts Name: Gregory N. Roberts Title: Chief Executive Officer I, Kathleen Simpson-Taylor, certify that: CERTIFICATION Exhibit 31.2 1. 2. 3. 4. I have reviewed this Annual Report on Form 10-K of A-Mark Precious Metals, Inc.; Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) (b) (c) (d) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) (b) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 11, 2020 /s/ Kathleen Simpson-Taylor Name: Kathleen Simpson-Taylor Title: Chief Financial Officer CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with A-Mark Precious Metals, Inc.'s (the “Company”) Annual Report on Form 10-K for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Exhibit 32.1 Date: September 11, 2020 /s/ Gregory N. Roberts Name: Gregory N. Roberts Title: Chief Executive Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with A-Mark Precious Metals, Inc.'s (the “Company”) Annual Report on Form 10-K for the period ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Accounting Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) (2) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Exhibit 32.2 Date: September 11, 2020 /s/ Kathleen Simpson-Taylor Name: Kathleen Simpson-Taylor Title: Chief Financial Officer The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document. 

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