Gold.com, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Index to the Condensed Consolidated Financial Statements and Notes thereof Page Condensed Consolidated Balance Sheets as of March 31, 2024 and June 30, 2023 4 Condensed Consolidated Statements of Income for the Three and Nine Months Ended March 31, 2024 and 2023 6 Condensed Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended March 31, 2024 and 2023 7 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2024 and 2023 8 Notes to the Condensed Consolidated Financial Statements 9 Note 1. Description of Business 9 Note 2. Summary of Significant Accounting Policies 11 Note 3. Assets and Liabilities, at Fair Value 22 Note 4. Receivables, Net 25 Note 5. Secured Loans Receivable 25 Note 6. Inventories 27 Note 7. Leases 28 Note 8. Property, Plant, and Equipment 29 Note 9. Goodwill and Intangible Assets 29 Note 10. Long-Term Investments 31 Note 11. Accounts Payable and Other Current Liabilities 31 Note 12. Derivative Instruments and Hedging Transactions 31 Note 13. Income Taxes 34 Note 14. Related Party Transactions 35 Note 15. Financing Agreements 37 Note 16. Commitments and Contingencies 38 Note 17. Stockholders' Equity 39 Note 18. Customer and Supplier Concentrations 42 Note 19. Segments and Geographic Information 42 Note 20. Subsequent Events 46 3 A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED B ALANCE SHEETS (in thousands, except for share data) March 31, 2024 June 30, 2023 (unaudited) ASSETS Current assets Cash (1) $ 35,167 $ 39,318 Receivables, net 53,229 35,243 Derivative assets 30,875 77,881 Secured loans receivable (1) 115,645 100,620 Precious metals held under financing arrangements (1) 12,772 25,530 Inventories: Inventories (1) 579,398 645,812 Restricted inventories 510,237 335,831 1,089,635 981,643 Income tax receivable 4,332 — Prepaid expenses and other assets (1) 7,536 6,956 Total current assets 1,349,191 1,267,191 Operating lease right of use assets 5,130 5,119 Property, plant, and equipment, net 16,234 12,513 Goodwill 120,956 100,943 Intangibles, net 74,917 62,630 Long-term investments 93,735 88,535 Other long-term assets 9,324 8,640 Total assets $ 1,669,487 $ 1,545,571 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Lines of credit $ — $ 235,000 Liabilities on borrowed metals 26,167 21,642 Product financing arrangements 510,237 335,831 Accounts payable and other payables 9,598 25,465 Deferred revenue and other advances 150,875 181,363 Derivative liabilities 51,146 8,076 Accrued liabilities (1) 16,786 20,418 Income tax payable — 958 Notes payable (1) — 95,308 Total current liabilities 764,809 924,061 Lines of credit 290,000 — Notes payable 3,994 — Deferred tax liabilities 16,717 16,677 Other liabilities 6,967 4,440 Total liabilities 1,082,487 945,178 Commitments and contingencies Stockholders’ equity Preferred stock, $ 0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of March 31, 2024 or June 30, 2023 — — Common stock, par value $ 0.01 ; 40,000,000 shares authorized; 23,893,516 and 23,672,122 shares issued and 22,881,480 and 23,336,387 shares outstanding as of March 31, 2024 and June 30, 2023, respectively 239 237 Treasury stock, 1,012,036 and 335,735 shares at cost as of March 31, 2024 and June 30, 2023, respectively ( 28,277 ) ( 9,762 ) Additional paid-in capital 171,612 169,034 Accumulated other comprehensive loss ( 898 ) ( 1,025 ) Retained earnings 440,490 440,639 Total A-Mark Precious Metals, Inc. stockholders’ equity 583,166 599,123 Noncontrolling interest 3,834 1,270 Total stockholders’ equity 587,000 600,393 Total liabilities, noncontrolling interest and stockholders’ equity $ 1,669,487 $ 1,545,571 (1) Includes amounts of the consolidated variable interest entity as of June 30, 2023, which are presented separately in the table below. See accompanying Notes to the Condensed Consolidated Financial Statements 4 A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands; unaudited) In September 2018, AM Capital Funding, LLC (“AMCF”), a wholly-owned subsidiary of Collateral Finance Corporation ("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 "AMCF Notes"). In December 2023, the AMCF Notes were repaid in full, and AMCF became inactive. The Company consolidates a variable interest entity ("VIE") if the Company is considered to be the primary beneficiary. 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 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, earn ongoing 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 are included in the condensed consolidated balance sheets above. Due to the repayment of the AMCF Notes in December 2023, the VIE did not have assets or liabilities as of March 31, 2024. When outstanding, the holders of the AMCF Notes had a first priority security interest in the assets as shown in the table below, which were in excess of the AMCF Notes' aggregate principal amount. Additionally, the liabilities of the VIE included intercompany balances, which were eliminated in consolidation. (See Note 15 .) March 31, 2024 June 30, 2023 ASSETS OF THE CONSOLIDATED VIE Cash $ — $ 1,915 Secured loans receivable — 46,368 Precious metals held under financing arrangements — 14,950 Inventories — 56,841 Prepaid expenses and other assets — 7 Total assets of the consolidated variable interest entity $ — $ 120,081 LIABILITIES OF THE CONSOLIDATED VIE Deferred payment obligations (1) $ — $ 30,083 Accrued liabilities — 551 Notes payable (2) — 99,762 Total liabilities of the consolidated variable interest entity $ — $ 130,396 (1) This is an intercompany balance which is eliminated in consolidation and not shown on the condensed consolidated balance sheets. (2) As of June 30, 2023, $ 5.0 million of the AMCF Notes were held by the Company which were eliminated in consolidation and not shown on the condensed consolidated balance sheets. See accompanying Notes to the Condensed Consolidated Financial Statements 5 A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STAT EMENTS OF INCOME (in thousands, except for share and per share data; unaudited) Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Revenues $ 2,610,651 $ 2,317,150 $ 7,174,084 $ 6,167,206 Cost of sales 2,575,813 2,241,652 7,043,800 5,951,147 Gross profit 34,838 75,498 130,284 216,059 Selling, general, and administrative expenses ( 22,854 ) ( 23,841 ) ( 67,095 ) ( 62,438 ) Depreciation and amortization expense ( 2,949 ) ( 3,340 ) ( 8,552 ) ( 9,784 ) Interest income 6,682 6,087 19,095 16,167 Interest expense ( 9,907 ) ( 9,237 ) ( 29,898 ) ( 22,603 ) Earnings (losses) from equity method investments ( 206 ) ( 70 ) 3,280 7,276 Other income, net 763 641 1,605 2,001 Unrealized gains on foreign exchange 73 35 84 250 Net income before provision for income taxes 6,440 45,773 48,803 146,928 Income tax expense ( 1,286 ) ( 9,775 ) ( 10,705 ) ( 32,096 ) Net income 5,154 35,998 38,098 114,832 Net income attributable to noncontrolling interest 141 78 492 306 Net income attributable to the Company $ 5,013 $ 35,920 $ 37,606 $ 114,526 Basic and diluted net income per share attributable to A-Mark Precious Metals, Inc.: Basic $ 0.22 $ 1.53 $ 1.63 $ 4.89 Diluted $ 0.21 $ 1.46 $ 1.56 $ 4.64 Weighted-average shares outstanding: Basic 22,847,200 23,421,300 23,098,000 23,435,700 Diluted 23,822,800 24,655,400 24,140,500 24,690,900 See accompanying Notes to the Condensed Consolidated Financial Statements 6 A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (in thousands, except for share data; unaudited) Common Stock Additional Paid-in Retained Accumulated other comprehensive Treasury Stock Total A-Mark Precious Metals, Inc. Stockholders' Non-controlling Total Stockholders’ Shares Amount Capital Earnings income (loss) Shares Amount Equity Interest Equity Balance, June 30, 2022 23,379,888 $ 234 $ 166,526 $ 321,849 $ — — $ — $ 488,609 $ 1,862 $ 490,471 Net income — — — 45,125 — — — 45,125 112 45,237 Share-based compensation — — 535 — — — — 535 — 535 Earnings distribution paid to noncontrolling interest — — — — — — — — ( 1,001 ) ( 1,001 ) Cumulative translation adjustment, net of tax — — — — 52 — — 52 — 52 Common stock issued as employee compensation 10,500 — 293 — — — — 293 — 293 Exercise of share-based awards 3,333 — 63 — — — — 63 — 63 Net settlement of share-based awards 59,618 1 ( 1,606 ) — — — — ( 1,605 ) — ( 1,605 ) Dividends declared — — 3 ( 28,158 ) — — — ( 28,155 ) — ( 28,155 ) Balance, September 30, 2022 23,453,339 235 165,814 338,816 52 — — 504,917 973 505,890 Net income — — — 33,481 — — — 33,481 116 33,597 Share-based compensation — — 534 — — — — 534 — 534 Cumulative translation adjustment, net of tax — — — — ( 1,103 ) — — ( 1,103 ) — ( 1,103 ) Exercise of share-based awards 73,336 1 661 — — — — 662 — 662 Net settlement of share-based awards 3,296 — — — — — — — — — Balance, December 31, 2022 23,529,971 236 167,009 372,297 ( 1,051 ) — — 538,491 1,089 539,580 Net income — — — 35,920 — — — 35,920 78 35,998 Share-based compensation — — 538 — — — — 538 — 538 Cumulative translation adjustment, net of tax — — — — ( 178 ) — — ( 178 ) — ( 178 ) Exercise of share-based awards 66,370 — 700 — — — — 700 — 700 Repurchases of common stock — — — — — ( 335,735 ) ( 9,762 ) ( 9,762 ) — ( 9,762 ) Dividends declared — — 6 ( 4,744 ) — — — ( 4,738 ) — ( 4,738 ) Balance, March 31, 2023 23,596,341 $ 236 $ 168,253 $ 403,473 $ ( 1,229 ) ( 335,735 ) $ ( 9,762 ) $ 560,971 $ 1,167 $ 562,138 Balance, June 30, 2023 23,672,122 $ 237 $ 169,034 $ 440,639 $ ( 1,025 ) ( 335,735 ) $ ( 9,762 ) $ 599,123 $ 1,270 $ 600,393 Net income — — — 18,827 — — — 18,827 156 18,983 Share-based compensation — — 664 — — — — 664 — 664 Cumulative translation adjustment, net of tax — — — — 187 — — 187 — 187 Exercise of share-based awards 159,999 2 958 — — — — 960 — 960 Net settlement of share-based awards 10,556 — ( 307 ) — — — — ( 307 ) — ( 307 ) Repurchases of common stock — — — — — ( 171,268 ) ( 5,016 ) ( 5,016 ) — ( 5,016 ) Dividends declared — — 8 ( 32,787 ) — — — ( 32,779 ) — ( 32,779 ) Balance, September 30, 2023 23,842,677 239 170,357 426,679 ( 838 ) ( 507,003 ) ( 14,778 ) 581,659 1,426 583,085 Net income — — — 13,766 — — — 13,766 195 13,961 Share-based compensation — — 482 — — — — 482 — 482 Cumulative translation adjustment, net of tax — — — — ( 123 ) — — ( 123 ) — ( 123 ) Net settlement of share-based awards 5,571 — ( 23 ) — — — — ( 23 ) — ( 23 ) Repurchases of common stock — — — — — ( 440,092 ) ( 12,002 ) ( 12,002 ) — ( 12,002 ) Balance, December 31, 2023 23,848,248 239 170,816 440,445 ( 961 ) ( 947,095 ) ( 26,780 ) 583,759 1,621 585,380 Net income — — — 5,013 — — — 5,013 141 5,154 Share-based compensation — — 456 — — — — 456 — 456 Common stock issued for acquisition — — — ( 367 ) — 139,455 3,881 3,514 — 3,514 Noncontrolling ownership interest contribution — — — — — — — — 2,072 2,072 Cumulative translation adjustment, net of tax — — — — 63 — — 63 — 63 Net settlement of share-based awards 45,268 — 338 — — — — 338 — 338 Repurchases of common stock — — — — — ( 204,396 ) ( 5,378 ) ( 5,378 ) — ( 5,378 ) Dividends declared — — 2 ( 4,601 ) — — — ( 4,599 ) — ( 4,599 ) Balance, March 31, 2024 23,893,516 $ 239 $ 171,612 $ 440,490 $ ( 898 ) ( 1,012,036 ) $ ( 28,277 ) $ 583,166 $ 3,834 $ 587,000 See accompanying Notes to the Condensed Consolidated Financial Statements 7 A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEM ENTS OF CASH FLOWS (in thousands; unaudited) Nine Months Ended March 31, 2024 2023 Cash flows from operating activities: Net income $ 38,098 $ 114,832 Adjustments to reconcile net income to net cash flows from operating activities: Depreciation and amortization 8,552 9,784 Amortization of loan cost 1,828 1,628 Share-based compensation 1,602 1,607 Earnings from equity method investments ( 3,280 ) ( 7,276 ) Dividends and distributions received from equity method investees 361 551 Other ( 74 ) ( 249 ) Changes in assets and liabilities: Receivables, net ( 8,503 ) 6,964 Secured loans receivable — 1,012 Secured loans made to affiliates ( 5,024 ) — Derivative assets 47,048 33,287 Income tax receivable ( 4,332 ) ( 861 ) Precious metals held under financing arrangements 12,758 55,752 Inventories ( 91,185 ) ( 226,500 ) Prepaid expenses and other assets ( 1,443 ) ( 1,488 ) Accounts payable and other payables ( 16,325 ) 4,037 Deferred revenue and other advances ( 42,049 ) 78,143 Derivative liabilities 42,951 7,550 Liabilities on borrowed metals 4,525 ( 33,687 ) Accrued liabilities ( 6,066 ) ( 1,455 ) Income tax payable ( 1,358 ) ( 382 ) Net cash (used in) provided by operating activities ( 21,916 ) 43,249 Cash flows from investing activities: Capital expenditures for property, plant, and equipment ( 4,518 ) ( 3,227 ) Acquisition of a business, net of cash acquired ( 32,888 ) — Purchase of long-term investments ( 2,113 ) ( 5,540 ) Purchase of intangible assets ( 8,515 ) ( 4,500 ) Secured loans receivable, net ( 9,987 ) 28,359 Other ( 487 ) — Net cash (used in) provided by investing activities ( 58,508 ) 15,092 Cash flows from financing activities: Product financing arrangements, net 174,406 9,433 Dividends paid ( 37,265 ) ( 32,794 ) Distributions paid to noncontrolling interest — ( 1,001 ) Net borrowings and repayments under lines of credit 55,000 15,000 Repayment of notes ( 95,000 ) — Proceeds from notes payable to related party 3,448 3,887 Repayments on notes payable to related party — ( 2,135 ) Repurchases of common stock ( 22,307 ) ( 9,762 ) Debt funding issuance costs ( 2,975 ) ( 471 ) Proceeds from the exercise of share-based awards 1,298 1,425 Payments for tax withholding related to net settlement of share-based awards ( 332 ) ( 1,605 ) Net cash provided by (used in) financing activities 76,273 ( 18,023 ) Net (decrease) increase in cash ( 4,151 ) 40,318 Cash, beginning of period 39,318 37,783 Cash, end of period $ 35,167 $ 78,101 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest paid $ 25,233 $ 20,829 Income taxes paid $ 16,388 $ 33,725 Income taxes refunded $ 413 $ 117 Non-cash investing and financing activities: Declared distributions and unpaid dividends $ 111 $ 98 Common stock issued for acquisitions $ 3,514 $ — Loss on reissuance of treasury stock $ 367 $ — Addition of right of use assets under lease obligations $ 957 $ — Consideration payable for acquisition of business $ 2,800 $ — See accompanying Notes to the Condensed Consolidated Financial Statements 8 A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES NOTES TO THE CONDENSED CONSOLI DATED FINANCIAL STATEMENTS (Unaudited) 1. DESCRIPTIO N OF BUSINESS Basis of Presentation The condensed consolidated financial statements comprise those of A-Mark Precious Metals, Inc. ("A-Mark", also referred to as "we", "us", and the "Company"), its wholly-owned consolidated subsidiaries (including a wholly-owned variable interest entity), and its joint venture in which the Company has a controlling interest. Business Segments The Company conducts its operations in three reportable segments: (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending. See Note 19 for further information regarding our reportable segments. Wholesale Sales & Ancillary Services The Company operates its Wholesale Sales & Ancillary Services segment directly and through its wholly-owned subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services, LLC ("TDS" or “Storage”), A-M Global Logistics, LLC (“AMGL” or "Logistics"), AM&ST Associates, LLC ("AMST" or the "Silver Towne Mint"), and AM/LPM Ventures, LLC, which we formed in February 2024 to acquire LPM Group Limited ("LPM"). The Wholesale Sales & Ancillary Services segment operates as a full-service precious metals 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 1,800 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, a numismatics showroom in Hong Kong, 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 Sales activity, A-Mark offers its customers a variety of ancillary 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 it also purchases product from other sovereign mints, for sale to its customers. Through its wholly-owned subsidiary AMTAG, the Company promotes its products and services to the international market. 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. 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. Through its wholly-owned subsidiary AMST, the Company designs and produces minted silver products. Our Silver Towne Mint operations allow us to provide greater product selection to our customers as well as to gain increased access to silver during volatile market environments, which have historically created higher demand for precious metals products. LPM On February 26, 2024 (the "Acquisition Date"), through our wholly-owned subsidiary AM/LPM Ventures, LLC, we acquired 100 % of the issued and outstanding equity interests of LPM, a precious metals dealer with primary operations in Asia, for total upfront consideration of $ 41.4 million, consisting of $ 37.9 million in cash and 139,455 shares of A-Mark common stock that had a fair value of $ 3.5 million on the date of transfer. On the Acquisition Date, we entered into a number of related agreements, including (i) a consulting agreement with Cerberus Limited to provide consulting services to LPM through 2028, subject to earlier termination under certain circumstances, and (ii) a lock-up agreement with the selling stockholder of LPM that restricts the sale or transfer of the A-Mark common stock for 270 days after the Acquisition Date, subject to customary exceptions. Effective as of the Acquisition Date, Aquila Holding LLC, a company affiliated with Cerberus Limited, purchased a 5 % interest in AM/LPM Ventures, LLC for $ 2.1 million. We incurred $ 2.8 million of transaction costs related to the acquisition of LPM, which are shown as a component of selling, general, and administrative expenses in our condensed consolidated statements of income. The financial results of LPM were included in our consolidated financial statements as of the Acquisition Date; these amounts were not material to our consolidated financial statements. 9 We may be required to pay contingent consideration up to $ 37.5 million in cash in connection with the acquisition of LPM if certain earnings before interest, taxes, depreciation, and amortization ("EBITDA") targets are met for 2024, 2025, and 2026. As of the Acquisition Date, the fair value of this contingent consideration was $ 2.8 million. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related targets, which are estimated at each reporting date with changes reflected as selling, general, and administrative expense. As of March 31, 2024 , the fair value of the contingent consideration remained at $ 2.8 million, $ 0.4 million of which was classified as accrued liabilities and the remainder as other liabilities on our consolidated balance sheet. Assets acquired and liabilities assumed were recorded based on valuations derived from estimated fair value assessment and assumptions used by us. While we believe that our estimates and assumptions underlying the valuations are reasonable, different estimates or assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the purchase price recorded and fair values of assets acquired and liabilities assumed through our acquisition of LPM as of the Acquisition Date (in thousands): Cash $ 37,921 Contingent consideration 2,800 Common stock 3,514 Total purchase price $ 44,235 Cash $ 5,033 Receivables, net 4,411 Inventories 16,807 Other current assets 359 Property, plant, and equipment, net 1,306 Trade names 3,500 Existing customer relationships 6,800 Other long-term assets 944 Total identifiable assets acquired 39,160 Accounts payable and other payables ( 458 ) Deferred revenue and other advances ( 11,561 ) Accrued liabilities ( 2,275 ) Other liabilities ( 644 ) Net identifiable assets acquired 24,222 Goodwill 20,013 Total purchase price $ 44,235 Based on the guidance provided in Accounting Standards Codification ("ASC") 805, Business Combinations, we accounted for the acquisition of LPM as a business combination and determined that (i) LPM was a business which combines inputs and processes to create outputs, and (ii) substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. Our purchase price allocation for the acquisition of LPM is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available, primarily related to information pertaining to working capital and tax balances. Additional information that existed as of the acquisition date but at the time was unknown to us may become known to us during the remainder of the remeasurement period, a period not to exceed 12 months from the Acquisition Date. Pro forma financial information has not been provided for our acquisition of LPM as it was not deemed to be material to these consolidated financial statements. We measured the identifiable assets and liabilities assumed at their acquisition date fair values separately from goodwill. Through the acquisition of LPM, we acquired intangible assets representing existing customer relationships and trade names. The existing customer relationships acquired were determined to have a weig hted-average useful life of 7.2 years. The fair value of the customer relationships was estimated using an attrition methodology which considers the estimated future discounted cash flows to be derived from the existing customers as of the Acquisition Date. The fair value of the trade names was estimated using a relief-from-royalty approach. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The acquisition of LPM resulted in the recognition of $ 20.0 million of goodwill, which we believe relates primarily to the resulting synergies of utilizing A-Mark's established integrated precious metals platform with LPM's underlying customer base and our ability to expand operations within the region. The goodwill created as a result of the acquisition of LPM is deductible for tax purposes. The following unaudited pro forma consolidated results of operations for the three and nine months ended March 31, 2024 and 2023 assumes that the acquisition of LPM occurred as of July 1, 2022 (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Revenues $ 2,627,425 $ 2,395,531 $ 7,266,569 $ 6,484,987 Net income $ 6,901 $ 36,967 $ 39,028 $ 115,427 10 The above pro forma supplemental information does not purport to be indicative of what the Company's operations would have been had these transactions occurred on July 1, 2022, and should not be considered indicative of future operating results. The Company believes the assumptions used provide a reasonable basis for reflecting the significant pro forma effects directly attributable to the acquisition of LPM. The unaudited pro forma information accounts for: (i) the elimination of transactions between the Company and LPM, and (ii) adjustments to the amortization expense resulting from the estimated fair value of the acquired finite-lived intangible assets, acquisition costs, consulting fees, share-based compensation expense, and the resulting impact to the income tax provision. Direct-to- Consumer The Company operates its Direct-to-Consumer segment through its wholly-owned subsidiaries JM Bullion, Inc. (“JMB”) and Goldline, Inc. (“Goldline”). As of March 31, 2024 , JMB had six wholly-owned subsidiaries: Buy Gold and Silver Corp. ("BGASC"), BX Corporation ("BullionMax"), Gold Price Group, Inc. (“GPG”), Silver.com, Inc. (“Silver.com”), Provident Metals Corp. (“PMC”), and CyberMetals Corp. ("CyberMetals"). Goldline, Inc. owns 100% of AMIP, LLC ("AMIP"), and has a 50 % ownership interest in Precious Metals Purchasing Partners, LLC ("PMPP"). As the context requires, references in these Notes to JMB may include BGASC, BullionMax, GPG, Silver.com, PMC, and CyberMetals, and references to Goldline may include AMIP and PMPP. JM Bullion, Inc. JMB is a leading e-commerce retailer providing access to a broad array of gold, silver, copper, platinum, and palladium products through its websites. As of March 31, 2024, JMB operated nine separately branded, company-owned websites targeting specific niches within the precious metals retail market, including JMBullion.com, ProvidentMetals.com, Silver.com, BGASC.com, CyberMetals.com, BullionMax.com, Gold.com, GoldPrice.org, and SilverPrice.org. Typically, JMB offers approximately 4,900 different products during a fiscal year, measured by stock keeping units or SKUs, on its websites. This number can vary over time, particularly when demand is high and certain SKUs may be out of stock. In April 2022, JMB commercially launched the CyberMetals online platform, where customers can purchase and sell fractional shares of digital gold, silver, platinum, and palladium bars in a range of denominations. CyberMetals’ customers have the option to convert their digital holdings to fabricated precious metals products via an integrated redemption flow with JMB. These products may be designated by the customer for storage by the Company or shipped directly to the customer. Goldline, Inc. The Company acquired Goldline in August 2017 through an asset purchase transaction with Goldline, LLC, which had been in operation since 1960. Goldline is a direct retailer of precious metals to the investor community, and markets its precious metal products on television, radio, and the internet, as well as through customer service outreach. Goldline’s subsidiary AMIP manages its intellectual property. PMPP was formed in fiscal 2019 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. PMPP commenced its operations in fiscal 2020. Secured Lending The Company operates its Secured Lending segment through its wholly-owned subsidiary, Collateral Finance Corporation, LLC, including its wholly-owned subsidiary, CFC Alternative Investments (“CAI”) (collectively “CFC”). CFC is a California licensed finance lender that originates and acquires commercial loans secured primarily by bullion and numismatic coins. CFC's customers include coin and precious metal dealers, investors, and collectors. CAI is a holding company that has a 50 %-ownership stake in Collectible Card Partners, LLC ("CCP"). CCP provides capital to fund commercial loans secured by graded sports c ards and sports memorabilia. (See Note 14 .) 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 administered the AMCF Notes; the AMCF Notes were repaid in full in December 2023. AMCF is currently inactive. (See Note 15 .) 2. SUMMARY OF SIGNIFIC ANT ACCOUNTING POLICIES Principles of Consolidation The condensed consolidated financial statements reflect the financial condition, results of operations, statements 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, and majority owned, and entities that are variable interest entities where the Company is determined to be the primary beneficiary. In addition to A-Mark, our consolidated financial statements include the accounts of: AMTAG, TDS, AMGL, AMST, AM/LPM Ventures, JMB, Goldline, and CFC. Intercompany accounts and transactions are eliminated. 11 Comprehensive Income Our other comprehensive income and losses are comprised of unrealized gains and losses associated with the translation of foreign-based equity method investments which are shown in our condensed consolidated statements of stockholders' equity. Use of Estimates The preparation of condensed 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 condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates include, among others, determination of fair value (primarily, with respect to precious metal inventory, derivatives, assets and liabilities acquired in business combinations, certain financial instruments, and certain investments); impairment assessments of property, plant and equipment, long-term investments, and intangible assets; valuation allowance determination on deferred tax assets; determining the incremental borrowing rate for calculating right of use assets and lease liabilities; and revenue recognition judgments. Actual results could materially differ from these estimates. Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the condensed consolidated balance sheets, condensed consolidated statements of income, condensed consolidated statements of stockholders’ equity, and condensed consolidated statements of cash flows for the periods presented in accordance with U.S. GAAP. Operating results for the three and nine months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024 or for any other interim period during such fiscal year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Annual Report”), as filed with the SEC. Amounts related to disclosure of June 30, 2023 balances within these interim condensed consolidated financial statements were derived from the audited consolidated financial statements and notes thereto included in the 2023 Annual Report. Stock Split in the Form of a Dividend On April 28, 2022, the Company’s board of directors declared a two-for-one split of A-Mark’s common stock in the form of a stock dividend. Each stockholder of record at the close of business on May 23, 2022 received a dividend of one additional share of common stock for every share held on the record date, which was distributed on June 6, 2022. All share and per share amounts (except par value) have been retroactively adjusted to reflect the stock split in the form of a stock dividend for all periods presented. Dividends are recorded if and when they are declared by the board of directors (See Note 17 .) 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. 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 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. 12 Foreign Currency The functional currency of the Company is the United States dollar ("USD"). All transactions in foreign currencies are recorded in US dollars at the then-current exchange rate(s). Upon settlement of the underlying transaction, all amounts are remeasured to US dollars at the current exchange rate on date of settlement. All unsettled foreign currency transactions that remain in accounts receivable and trade account payables are remeasured to US dollars at the period end exchange rates. All remeasurement gains and losses are recorded in the current period net income. The Company has two wholly-owned foreign subsidiaries that generate remeasurement gains and losses: AMTAG and LPM. AMTAG functions as the Company’s international sales and marketing support and LPM functions as the Company's Asia headquarters. Because both entities have a functional currency of USD, remeasurement gains and losses from these foreign subsidiaries are recorded in the current period net income. For the Company’s foreign-based equity method investments, the proportionate share of the investee’s income is translated into USD at the average exchange rate for the period and the investment is translated using the exchange rate as of the end of the reporting period. The unrealized gains and losses associated with the translation of the investment are deferred in accumulated other comprehensive income on the Company’s condensed consolidated balance sheets. 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. Business Combinations The Company accounts for business combinations by applying the acquisition method in accordance with Business Combinations Topic 805 of the ASC (“ASC 805”). The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests, if any, in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and noncontrolling interests, if any, in an acquired entity is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and liabilities. Net cash paid to acquire a business is classified as investing activities on the accompanying condensed consolidated statements of cash flows. In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under ASC Topic 480, Distinguishing Liabilities from Equity , we recognize a liability equal to the fair value of the expected contingent payments as of the acquisition date. We remeasure this liability each reporting period, with the resulting changes recorded as selling, general, and administrative expenses. The assumptions used in estimating fair value of contingent consideration liabilities require significant judgment; the use of different assumptions and judgments could result in a materially different estimate of fair value which may have a material impact on our results from operations and financial position. 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 re-evaluates its previous determinations 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 VIEs in its condensed 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. Prior to the repayment of the AMCF Notes in December 2023, the Company had various forms of involvement with AMCF, which included (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 March 31, 2024 and June 30, 2023 are indicated on the table that follows the condensed consolidated balance sheets. AMCF had no assets or liabilities as of March 31, 2024, and is currently inactive. 13 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 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, earn ongoing 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 15 .) 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 did not have any cash equivalents as of March 31, 2024 and June 30, 2023 . Allowance for Credit Losses On July 1, 2022 , the Company adopted Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses Topic 326: Measurement of Credit Losses on Financial Instruments ("ASC 326"), which introduced a new credit reserving methodology known as the Current Expected Credit Loss ("CECL") model. The CECL model applies to financial assets measured at amortized cost, including accounts receivable, contract assets and held-to-maturity loan receivables. Under the CECL model, we identify allowances for credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable. The Company sets credit and position risk limits based on management's judgments of the customer's creditworthiness and regularly monitors its credit arrangements. 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. ASC 326 provides a practical expedient for assets secured by collateral when repayment is expected to be provided substantially through the sale of the collateral in the event of the borrower's financial difficulty. In these arrangements, a reporting entity may estimate the expected credit losses by comparing the fair value of the collateral as of the balance sheet date to the asset’s amortized cost basis. In situations when the fair value of the collateral is equal to or greater than the amortized cost, a reporting entity may determine that there are no expected credit losses. The Company applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for its secured loan receivables activity. The Company has not historically experienced credit losses related to its lending activity, and since it does not expect any future losses, no allowance has been recorded for this asset class. We expect trends and business practices to continue in a manner consistent with historical activity. The Company has not historically experienced credit losses related to its other receivables activity; including (i) customer trade receivables, (ii) wholesale trade advances, and (iii) due from brokers , and, accordingly, no allowance has been recorded for these asset classes. Precious Metals Held Under Financing Arrangements The Company enters into arrangements with certain customers under which it 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. The Company’s precious metals held under financing arrangements are marked-to-market. Inventories The Company's inventory, which consists primarily of bullion and bullion coins, is 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 cost of the raw precious metal, and (ii) the premium paid at acquisition of the metal, which is attributable to the incremental value of the product in its finished goods form. The market value attributable solely to such premium is readily determinable by reference to multiple sources. 14 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 condensed consolidated statements of income. While the premium component of our bullion coins 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 Company’s condensed consolidated balance sheets. Lease terms include all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Our lease agreements do not contain any significant residual value guarantees or material restrictive covenants. Our finance leases are another type of ROU asset, but are classified in the Company’s condensed consolidated balance sheets as a component of property, plant, and equipment at the present value of the lease payments. Finance leases were not material during any period presented. The ROU asset amounts 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. 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. (See Note 7. ) For a lease modification, an evaluation is performed to determine if it should be treated as either a separate lease or a change in the accounting of an existing lease. Any amounts related to a modified lease are reflected as an operating lease ROU asset or related operating lease liability in our condensed consolidated balance sheet. 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. The Company reviews the carryi ng 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. Certain existing customer relationships intangible assets are amortized in a non-linear manner which best reflects our estimate of the pattern in which the economic benefits of the assets are consumed. All other intangible assets subject to amortization are amortized using the straight-line method over their useful lives, which are estimated to be one year 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. 15 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, trademarks, and domain names) are not subject to amortization, but are evaluated for impairment at least annually. 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 ASC 350. Goodwill is reviewed for impairment at a reporting unit level, which for the Company, corresponds to the Company’s 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 it is not more likely than not that goodwill is impaired, 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 9 .) Evaluation of indefinite-lived intangible assets for impairment The Company evaluates its indefinite-lived intangible assets (i.e., trade names, trademarks, and domain names) 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. 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 9 .) 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 values of these investments are adjusted to reflect our proportionate share of the investee's net income or loss, any unrealized gain or loss resulting from the translation of foreign-denominated financial statements into U.S. dollars, and dividends received. We use the cumulative earnings approach for classifying dividends received in the statements of cash flows. Under the cumulative earnings approach, we compare the distributions received to cumulative equity method earnings since inception. Any distributions received up to the amount of cumulative equity earnings are considered a return on investment and classified in operating activities. Any excess distributions are considered a return of capital and classified in investing activities. The basis difference between the carrying value and our proportionate share of the equity method investment's book value is primarily related to consideration paid in excess of the stepped-up basis of assets and liabilities on the date of purchase. 16 Investments in privately-held entities for which the Company has little or no influence over the investee are initially recorded at cost. Because the investments do not have a readily determinable fair value, the Company has elected to measure the investments at cost minus impairments, if any, with changes recognized in net income. If the Company identifies observable price changes in orderly transactions for an identical or a similar investment, the Company’s investment will be measured at fair value as of the date the observable transaction occurs. 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 ongoing evaluation of the 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 were VIEs as of March 31, 2024 and June 30, 2023 . Other Long-Term Assets On June 27, 2022 , the Company acquired an additional 40 % interest in Silver Gold Bull, Inc. (See Note 10. ) Also included in this acquisition was an option, which is exercisable between December 2023 and September 2024 , to purchase an add itional 27.6 % o f the outstanding equity of Silver Gold Bull, Inc. to bring the Company's ownership interest up to 75.0 %. As of March 31, 2024 and June 30, 2023, the fair value of the option was $ 5.3 million and $ 5.3 million, respectively. As of March 31, 2024 , this option remained unexercised. Accumulated Other Comprehensive Income For the Company’s foreign-based equity method investments, the proportionate share of the investee’s income is translated into U.S. dollars at the average exchange rate for the period and the investment is translated using the exchange rate as of the end of the reporting period. Foreign currency translation gains and losses associated with this activity are deferred and included as a component of accumulated other comprehensive income in the accompanying condensed consolidated balance sheets. Treasury Stock The Company periodically purchases its own common stock that is traded on public markets as part of announced stock repurchase programs. The repurchased common stock is classified as treasury stock on the consolidated balance sheets and held at cost. The direct costs incurred to acquire treasury stock are treated like stock issue costs and added to the cost of the treasury stock, which includes applicable fees and taxes. Other than the shares issued to acquire LPM in February 2024 (see Note 1 ), there have been no reissuances of treasury stock. Noncontrolling Interest The Company’s condensed consolidated financial statements include entities in which the Company has a controlling financial interest. Noncontrolling interest is the portion of equity (net assets) in an entity in which the Company has a controlling financial interest that is not attributable, directly or indirectly, to the Company. Such noncontrolling interest is reported on the condensed consolidated balance sheets within equity, separately from the Company’s equity. On the condensed consolidated statements of income, revenues, expenses and net income or loss from the less-than-wholly owned subsidiary are reported at their consolidated amounts, including both the amounts attributable to the Company and the noncontrolling interest. Income or loss is allocated to the noncontrolling interest based on its weighted-average ownership percentage for the applicable period. The condensed consolidated statements of equity include beginning balances, activity for the period and ending balances for each component of stockholders’ equity, noncontrolling interest and total equity. 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 Derivatives and Hedging Topic 815 of the ASC ("ASC 815"). The contract underlying the Company'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 order 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.” 17 Types of 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 order types and the key factors that determine when settlement occurs and when revenue is recognized for each type: • Traditional physical orders — The quantity, specific product, and price are determined on the order date. Payment or sufficient credit is verified prior to delivery of the metals on the settlement date. • Consignment orders — The Company delivers the items requested by the customer prior to establishing a firm 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 orders — The quantity and type of metal is established at the order 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 orders — The quantity, specific product, and price are determined at the order 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 order date). Revenue on margin orders is recognized when the order is paid in full and delivered to the customer. • Borrowed precious metals orders for unallocated positions — Customers may purchase unallocated metal positions in the Company's inventory, which includes precious metals held for CyberMetals' customers. The quantity and type of metal is established at the order 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 shown, in the aggregate, as deferred revenue and other advances in the condensed consolidated financial statements. (See Note 11 .) 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 forward contracts with credit worthy financial institutions or futures contracts traded on national futures exchanges. 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 and futures 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 condensed 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 are recorded in cost of sales. The Company enters into forward and futures contracts solely for the purpose of hedging our inventory holding risk, and not for speculative market purposes. The Company’s gains and 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 condensed consolidated statements of income. (See Note 12 .) Other Sources of Revenue The Company recognizes its storage, logistics, licensing, and other services revenues in accordance with ASC 606, Revenue from Contracts with Customers , 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. 18 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 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 when the customer receives the benefit of the services. The Company recognizes advertising and consulting revenues when the service is performed, and the benefit of the service is received by the customer. In aggregate, these types of service revenues account for less than 1% of the Company's consolidated revenues. Interest Income In accordance with Interest Topic 835 of the ASC ("ASC 835"), the 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 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 orders — Spot deferred orders are a special type of forward delivery order 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 order. Even though the contract allows for physical delivery, it rarely occurs for this type of order. As a result, revenue is not recorded from these transactions. Spot deferred orders 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 order is open. Interest Expense The Company accounts for interest expense on the following arrangements in accordance with 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 15 .) Additionally, the Company amortizes capitalized loan costs to interest expense over the period of the loan agreement. • 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 arrangements. The Company enters this type of transaction for additional liquidity. 19 • 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. Amortization of Debt Issuance Costs Debt issuance costs incurred in connection with the issuance of the AMCF Notes have been included as a component of the carrying amount of the debt, and Trading Credit Facility debt issuance costs are included in prepaid expenses and other assets in the Company's condensed consolidated balance sheets. Debt issuance costs are amortized to interest expense over the contractual term of the debt. Debt issuance costs of the Trading Credit Facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Amortization of debt issuance costs included in interest expense was $ 0.6 million and $ 0.5 million for the three months ended March 31, 2024 and 2023, respectively, and $ 1.8 million and $ 1.6 million for the nine months ended March 31, 2024 and 2023, respectiv ely. Earnings from Equity Method Investments The Company's proportional interest in the reported earnings from equity method investments is shown on the condensed consolidated statements of income as earnings (losses) from equity method investments. Other Income, Net The Company's other income, net is comprised of royalty and consulting income, which is recognized when earned, as well as gains on other investments. Advertising Advertising and marketing costs consist primarily of internet advertising, online marketing, direct mail, print media, and television commercials and are expensed when incurred. Advertising costs totaled $ 3.5 million and $ 3.9 million for the three months ended March 31, 2024 and 2023, respectively, and $ 11.3 million and $ 11.6 million for the nine months ended March 31, 2024 and 2023, respectively. Costs associated with the marketing and promotion of the Company's products are included within selling, general, and administrative expenses. Advertising costs associated with the operation of our SilverPrice.org and GoldPrice.org websites, which provide price information on silver, gold, and cryptocurrencies, are not included within selling, general, and administrative expenses, but are included in cost of sales in the condensed consolidated statements of income. 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 condensed consolidated statements of income. Shipping and handling costs totaled $ 5.5 million and $ 6.8 million for the three months ended March 31, 2024 and 2023, respectively, and $ 16.2 million and $ 20.6 million for the nine months ended March 31, 2024 and 2023 , respectively. 20 Share-Based Compensation Equity-based awards 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 (excluding awards settleable in cash) for actual forfeitures of unvested awards as they occur. For equity awards that contain a performance condition other than market condition, when the outcome of the performance condition is determined to be not probable, no compensation expense is recognized, and any previously recognized compensation expense is reversed. (See Note 17 .) Liability - based awards The Company has granted a cash-incentive award based on the total shareholder return of the Company's common stock determined at the end of the award's performance period. Because the award will be settled in cash, the Company accounts for it as a liability-based award and, as such, expense relating to this award is required to be measured at fair value at each reporting date until the date of settlement. (See Note 17 .) Income Taxes As part of the process of preparing its condensed 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 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 condensed consolidated balance sheets. See Note 13 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 calculates basic EPS by dividing net income by the weighted-average number of common shares outstanding during the year. Diluted EPS is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the potentially dilutive effect of stock options, restricted stock units (“RSUs"), and deferred stock units (“DSUs") using the treasury stock method. The Company considers participating securities in its calculation of EPS. Under the two-class method of calculating EPS, earnings are allocated to both common shares and participating securities. The Company’s participating securities include vested RSU and DSU awards. Unvested RSU and DSU awards are not considered participating securities as they are forfeitable until the vesting date. A reconciliation of shares used in calculating basic and diluted earnings per common share is presented bel ow (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Basic weighted-average shares of common stock outstanding 22,847 23,421 23,098 23,436 Effect of common stock equivalents 976 1,234 1,043 1,255 Diluted weighted-average shares outstanding 23,823 24,655 24,141 24,691 21 The anti-dilutive shares excluded from the table above were 30,220 and 10,000 for the three months ended March 31, 2024 and 2023 , respectively, and 27,101 and 23,025 for the nine months ended March 31, 2024 and 2023, respectively. Actual common shares outstanding totaled 22,881,480 and 23,260,606 as of March 31, 2024 and 2023 , respectively. Recent 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 ASC are communicated through issuance of an Accounting Standards Update ("ASU"). In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which updates the guidance on segment disclosures to require entities to disclose significant segment expenses and other segment items, as well as the title and position of its chief operating decision maker. This update will be applied retrospectively and is effective for the Company for its fiscal year beginning on July 1, 2024; early adoption is permitted. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which updates the guidance on income tax disclosures to require entities to disclose specific categories within the rate reconciliation, provide additional information for reconciling items that meet certain quantitative thresholds, and provide additional information about income taxes paid. This update is effective for the Company for its fiscal year beginning on July 1, 2025; early adoption is permitted. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company's consolidated financial statements. 3. ASSETS AND LIABI LITIES, 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 represents 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. Valuation Hierarchy 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. ASC 820 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. 22 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 . The Company's inventory, which consists primarily of bullion and bullion coins, is 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 cost of the raw precious metal, and (ii) the premium paid at acquisition of the metal, which is attributable to the incremental value of the product in its finished goods form. The market value attributable solely to such premium is readily determinable by reference to multiple 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 is 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, and open sale and purchase commitments are valued at their fair values, based on the difference between the quoted market price and the contractual price (i.e., intrinsic value) and are included within Level 1 of the valuation hierarchy. Margin and Borrowed Metals Liabilities . Margin and borrowed metals liabilities consist of the Company's commodity obligations to margin customers and suppliers, respectively. Margin liabilities and borrowed metals liabilities are carried at fair value, which is determined using quoted market pricing and data derived from the markets on which the underlying commodities are traded. Margin and borrowed metals liabilities are classified in Level 1 of the valuation hierarchy. Product Financing Arrangements . Product financing arrangements consist of financing agreements for the transfer and subsequent re-acquisition of the sale of gold and silver at an agreed-upon price based on the spot price with a third-party. Such transactions allow the Company to repurchase this inventory upon demand. 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. Option to Purchase Interests in a Long-term Investment . The fair value of the option to purchase additional ownership interest in Silver Gold Bull, Inc, which is exercisable between December 2023 and September 2024, was determined by an independent third-party valuation firm and was recorded as a component of other long-term assets on the condensed consolidated balance sheets. This option is classified in Level 3 of the valuation hierarchy. The value of the option was determined using a Monte Carlo Simulation model ("MCS model"). The MCS model includes inputs based on significant assumptions related to management’s forecasts of the investee’s earnings before interest, taxes, depreciation, and amortization ("EBITDA") and corresponding future total equity simulations, where an early exercise multiple is calibrated to maximize the fair value of the option during the exercise period. For each simulation path, option payoffs are calculated based on the contractual terms, and then discounted at the term-matched risk-free rate, where the value of the option is calculated as the average present value over all simulated paths. We used the historical volatility of comparable companies to make certain assumptions in the MCS model, which resulted in an expected EBITDA volatility of 70.0 % and an equity volatility of 70.0 %, with these two inputs having a correlation factor of 70.0 %. A 4.1 % risk-free interest rate was used, which was based on U.S. treasury yields for a time period corresponding to the remaining contractual life of the option. Lastly, the MCS model assumed an EBITDA risk premium of 12.4 %. Acquisition-related Contingent Consideration . The contingent consideration liability related to our acquisition of LPM is measured at fair value at each reporting period using a MCS model with Level 3 unobservable inputs including estimated future cash flows generated by LPM, discount rates, and earnings volatility. See Note 1 for more further information regarding our contingent consideration. 23 The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis, aggregated by each fair value hierarchy level (in thousands): March 31, 2024 Quoted Price in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Inventories (1) $ 1,085,908 $ — $ — $ 1,085,908 Precious metals held under financing arrangements 12,772 — — 12,772 Derivative assets — open sale and purchase commitments, net 29,996 — — 29,996 Derivative assets — forward contracts 879 — — 879 Option to purchase interest in a long-term investment — — 5,300 5,300 Total assets, valued at fair value $ 1,129,555 $ — $ 5,300 $ 1,134,855 Liabilities: Liabilities on borrowed metals $ 26,167 $ — $ — $ 26,167 Product financing arrangements 510,237 — — 510,237 Derivative liabilities — open sale and purchase commitments, net 6,081 — — 6,081 Derivative liabilities — margin accounts 3,053 — — 3,053 Derivative liabilities — futures contracts 4,262 — — 4,262 Derivative liabilities — forward contracts 37,750 — — 37,750 Acquisition-related contingent consideration — — 2,800 2,800 Total liabilities, valued at fair value $ 587,550 $ — $ 2,800 $ 590,350 (1) Commemorative coin inventory totaling $ 3.7 million was held at lower of cost or realizable value, and thus is excluded from the inventories balance shown in this table. June 30, 2023 Quoted Price in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Inventories (1) $ 980,695 $ — $ — $ 980,695 Precious metals held under financing arrangements 25,530 — — 25,530 Derivative assets — open sale and purchase commitments, net 37,957 — — 37,957 Derivative assets — futures contracts 832 — — 832 Derivative assets — forward contracts 39,092 — — 39,092 Option to purchase interest in a long-term investment — — 5,300 5,300 Total assets, valued at fair value $ 1,084,106 $ — $ 5,300 $ 1,089,406 Liabilities: Liabilities on borrowed metals $ 21,642 $ — $ — $ 21,642 Product financing arrangements 335,831 — — 335,831 Derivative liabilities — open sale and purchase commitments, net 853 — — 853 Derivative liabilities — margin accounts 4,441 — — 4,441 Derivative liabilities — futures contracts 1,161 — — 1,161 Derivative liabilities — forward contracts 1,621 — — 1,621 Total liabilities, valued at fair value $ 365,549 $ — $ — $ 365,549 (1) Commemorative coin inventory totaling $ 0.9 million was held at lower of cost or net realizable value, and 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) investments in private companies when there are identifiable events or changes in circumstances that may have a significant adverse impact on the fair value of these assets, (ii) equity method investments that are remeasured to the acquisition-date fair value upon the Company obtaining a controlling interest in the investee during a step acquisition, (iii) property, plant, and equipment and definite-lived intangibles, (iv) goodwill, and (v) indefinite-lived intangibles, all of which are written down to fair value when they are held for sale or determined to be impaired. 24 Our non-recurring valuations use significant unobservable inputs and significant judgments and therefore fall under Level 3 of the fair value hierarchy. The valuation inputs include assumptions on the 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. RECE IVABLES, NET Receivables, net consisted of the following (in thousands): March 31, 2024 June 30, 2023 Customer trade receivables $ 20,606 $ 5,031 Wholesale trade advances 14,692 13,679 Due from brokers and other 17,931 16,533 $ 53,229 $ 35,243 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 and Other . Due from brokers and other consists of the margin requirements held at brokers related to open futures contracts (see Note 12 ) and other receivables. 5. SECURED LO ANS RECEIVABLE Below is a summary of the carrying value of our secured loans (in thousands): March 31, 2024 June 30, 2023 Secured loans originated $ 92,048 $ 68,630 Secured loans originated - with a related party 5,024 — 97,072 68,630 Secured loans acquired 18,573 31,990 $ 115,645 $ 100,620 Secured Loans - Originated : Secured loans include short-term loans, which include a combination of on-demand lines and short-term facilities. These loans are fully secured by the customer's assets, which predominantly include bullion, numismatic, and semi-numismatic material, and are typically held in safekeeping by the Company. See Note 14 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 borrower's assets, which could include bullion, numismatic or semi-numismatic material, and are typically held in safekeeping by the Company. The seller of the loan portfolio generally retains the responsibility for the servicing and administration of the loans. As of March 31, 2024 and June 30, 2023, our secured loans carried weighted-average effective interest rates of 10.4 % and 10.4 % , respectively, and mature in periods ranging typically from on-demand to one year. The secured loans that the Company generates with its active customers are reflected as an operating activity on the condensed consolidated statements of cash flows. The secured loans that the Company generates with borrowers that are not active customers are reflected as an investing activity on the condensed 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 condensed consolidated statements of cash flows. 25 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. The credit quality of each loan is generally determined by the collateral value assessment, loan-to-value (“LTV”) 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, numismatic and semi-numismatic collateral, or graded sports cards and sports memorabilia, which remains in the physical custody of the Company for the duration of the loan. The term of the loans is generally 180 days, however loans are typically renewed prior to maturity and therefore remain outstanding for a longer period of time. 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 three classes of secured loan receivables are defined by collateral type: (i) bullion, (ii) numismatic and semi-numismatic and (iii) graded sports cards and sports memorabilia. The Company required LTV ratios vary with the class of loans. Typically, the Company requires an LTV ratio of approximately 75 % for bullion, 65 % for numismatic and semi-numismatic collateral, and 50 % for graded sports cards and sports memorabilia. The LTV ratio for loans collateralized by numismatic and semi-numismatic collateral is typically lower on a percentage basis than bullion collateralized loans because a higher value of the numismatic and semi-numismatic collateral relates to its premium value, rather than its underlying commodity value. The LTV ratio for loans collateralized by graded sports cards and sports memorabilia is lower because the underlying collateral is not as liquid as bullion and numismatic and semi-numismatic collateral. The Company's secured loans by portfolio class, which align with internal management reporting, were as follows (in thousands): March 31, 2024 June 30, 2023 Bullion $ 59,710 51.6 % $ 52,165 51.8 % Numismatic and semi-numismatic 51,923 44.9 % 47,856 47.6 % Graded sports cards and sports memorabilia 4,012 3.5 % 599 0.6 % $ 115,645 100.0 % $ 100,620 100.0 % 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 and graded sports cards and sports memorabilia collateral values are updated by numismatic and graded sports cards and sports memorabilia specialists typically within every 90 days and when loan terms are renewed. 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 LTV ratio, the loan is considered in default. The collateral material (either bullion, numismatic or graded sports cards and sports memorabilia) underlying such loans is then sold by the Company to satisfy all amounts due under the loan. Loans with LTV 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 an LTV ratio of less than 75% and (ii) loans with an LTV ratio of 75% or more (in thousands): March 31, 2024 June 30, 2023 Loan-to-value of less than 75% $ 107,023 92.5 % $ 90,378 89.8 % Loan-to-value of 75% or more 8,622 7.5 % 10,242 10.2 % $ 115,645 100.0 % $ 100,620 100.0 % The Company had no loans with an LTV ratio in excess of 100% as of March 31, 2024 and June 30, 2023. 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. 26 Non-performing loans have the highest probability for credit loss. The allowance for secured loan 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. In the event a loan were to become non-performing, the Company would determine a reserve to reduce the carrying balance to its estimated net realizable value. As of March 31, 2024 and June 30, 2023, the Company had no allowance for secured loan losses or loans classified as non-performing. 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 or non-performing, or if the customer is 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 principal and then to any unrecognized interest income. For the three and nine months ended March 31, 2024 and 2023, the Company incurred no loan impairment costs and no loans were placed on a non-accrual status. 6. INV ENTORIES Our inventory consists of the 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. The following table summarizes the components of our inventory (in thousands): March 31, 2024 June 30, 2023 Inventory held for sale $ 337,289 $ 437,670 Repurchase arrangements with customers 209,614 181,751 Consignment arrangements with customers 2,601 3,801 Commemorative coins, held at lower of cost or net realizable value 3,727 948 Borrowed precious metals 26,167 21,642 Product financing arrangements 510,237 335,831 $ 1,089,635 $ 981,643 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, or product financing arrangements. As of March 31, 2024 and June 30, 2023, inventory held for sale totaled $ 337.3 million and $ 437.7 million , respectively. Repurchase Arrangements with Customers . The Company enters into arrangements with certain customers under which A-Mark sells and then purchases precious metals from the customer which are subject to repurchase by the customer at the fair value of the product on the repurchase date. These initial transactions with the customer do not qualify as sales and are excluded from revenue. 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 March 31, 2024 and June 30, 2023, included within inventories is $ 209.6 million and $ 181.8 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 March 31, 2024 and June 30, 2023 totaled $ 2.6 million and $ 3.8 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. 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 totaled $ 3.7 million and $ 0.9 million as of March 31, 2024 and June 30, 2023, respectively. 27 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 $ 26.2 million and $ 21.6 million as of March 31, 2024 and June 30, 2023, respectively, with a corresponding offsetting obligation reflected as liabilities on borrowed metals on the condensed consolidated balance sheets. Product Financing Arrangements . This inventory represents 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 repurchase 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 condensed consolidated statements of income. Such obligations totaled $ 510.2 million and $ 335.8 million as of March 31, 2024 and June 30, 2023, respectively. The Company mitigates market risk of its physical inventory and open commitments through commodity hedge transactions. (See Note 12 .) As of March 31, 2024 and June 30, 2023, the unrealized gains or losses resulting from the difference between market value and cost of physical inventory were gains of $ 54.5 million and losses of $ 4.6 million , respectively. Premium Component of Inventory The premium component, at market value, included in the inventory as of March 31, 2024 and June 30, 2023 totaled $ 36.1 million and $ 29.4 million , respectively. 7. L E ASES Components of operating lease expense were as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Operating lease costs $ 401 $ 366 $ 1,133 $ 1,094 Variable lease costs 155 148 366 367 Short term lease costs 10 29 63 78 $ 566 $ 543 $ 1,562 $ 1,539 For the nine months ended March 31, 2024, we made cash payments of $ 1.2 million for operating lease obligations. These payments are included in operating cash flows. As of March 31, 2024, the weighted-average remaining lease term under our capitalized operating leases was 3.8 years, while the weighted-average discount rate for our operating leases was approximately 4.9 % . The future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities as of March 31, 2024 for our operating leases were as follows (in thousands): Year ending June 30, Operating Leases 2024 (remainder of year) $ 556 2025 2,045 2026 1,534 2027 823 2028 700 Thereafter 626 Total lease payments 6,284 Imputed interest ( 588 ) Total operating lease liability $ 5,696 (1) Operating lease liability - current $ 1,749 (2) Operating lease liability - long-term 3,947 (3) $ 5,696 (1) (1) Represents the present value of the operating lease liabilities as of March 31, 2024 . (2) Current operating lease liabilities are presented within accrued liabilities on our condensed consolidated balance sheets. (3) Long-term operating lease liabilities are presented within other liabilities on our condensed consolidated balance sheets. The Company has one related party lease; for information on this lease refer to Note 14 . 28 8. PROPERTY, PLA NT, AND EQUIPMENT Property, plant, and equipment consisted of the following (in thousands): March 31, 2024 June 30, 2023 Computer software $ 9,229 $ 7,442 Plant equipment 10,090 8,477 Leasehold improvements 4,195 3,969 Office furniture, and fixtures 3,308 2,960 Computer equipment 2,253 1,713 Building 1,242 857 Total depreciable assets 30,317 25,418 Less: Accumulated depreciation and amortization ( 15,577 ) ( 13,553 ) Property and equipment not placed in service 1,088 242 Land 406 406 Property, plant, and equipment, net $ 16,234 $ 12,513 Property, plant and equipment depreciation and amortization expense was $ 0.8 million and $ 0.6 million for the three months ended March 31, 2024 and 2023, respectively, and $ 2.0 million and $ 1.6 million for the nine months ended March 31, 2024 and 2023, respectively. For the periods presented, depreciation and amortization expense allocable to cost of sales was not significant. 9. GOODWILL AND INTANGIBLE ASSETS Goodwill is an intangible asset that arises when a company acquires an existing business or assets (net of assumed liabilities) which comprise a business. In general, the amount of goodwill recorded in an acquisition is calculated as the purchase price of the business minus the fair market value of the tangible assets and the identifiable intangible assets, net of the assumed liabilities. Goodwill and intangibles can also be established by push-down accounting. Below is a summary of the significant transactions that generated our goodwill and intangible assets: • In connection with the Company's formation of AMST in August 2016, the Company recorded $ 2.5 million and $ 4.3 million of identifiable intangible assets and goodwill, respectively; these values were based upon an independent appraisal and represent their fair values at the acquisition date. • In connection with the Company's acquisition of Goldline in August 2017, the Company recorded $ 5.0 million and $ 1.4 million of additional identifiable intangible assets and goodwill, respectively; these values were based upon an independent appraisal and represent their fair values at the acquisition date. • In March 2021, the Company acquired 100 % ownership of JMB, in which we previously held a 20.5 % equity interest. At the acquisition date we measured the value of identifiable intangible assets and goodwill at $ 98.0 million and $ 92.1 million, respectively. These values represent their fair values at the acquisition date. • In October 2022, JMB acquired $ 4.5 million of intangible assets that included: BGASC’s website, domain name, trademarks, logos, customer list, and all intellectual property. • In connection with the Company's acquisition of LPM in February 2024, we recorded $ 10.3 million and $ 20.0 million of identifiable intangible assets and goodwill, respectively. These values represent their fair values at the acquisition date. • In March 2024, JMB acquired $ 8.5 million of intangible assets that included Gold.com's domain name. 29 Carrying Value The carrying value of goodwill and other purchased intangibles are described below (dollar amounts in thousands): March 31, 2024 June 30, 2023 Estimated Useful Lives (Years) Remaining Weighted-Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Gross Carrying Amount Accumulated Amortization Accumulated Impairment Net Book Value Identifiable intangible assets: Existing customer relationships 5 - 15 4.9 $ 62,568 $ ( 50,924 ) $ — $ 11,644 $ 55,768 $ ( 46,465 ) $ — $ 9,303 Developed technology 4 1.2 11,036 ( 8,146 ) — 2,890 11,036 ( 6,077 ) — 4,959 Non-compete and other 3 - 5 3.5 2,310 ( 2,300 ) — 10 2,310 ( 2,300 ) — 10 Employment agreement 1 - 3 0.0 295 ( 295 ) — — 295 ( 295 ) — — Intangibles subject to amortization 76,209 ( 61,665 ) — 14,544 69,409 ( 55,137 ) — 14,272 Trade names and trademarks Indefinite Indefinite 53,148 — ( 1,290 ) 51,858 49,648 — ( 1,290 ) 48,358 Domain name Indefinite Indefinite 8,515 — — 8,515 — — — — Identifiable intangible assets $ 137,872 $ ( 61,665 ) $ ( 1,290 ) $ 74,917 $ 119,057 $ ( 55,137 ) $ ( 1,290 ) $ 62,630 Goodwill Indefinite Indefinite $ 122,320 $ — $ ( 1,364 ) $ 120,956 $ 102,307 $ — $ ( 1,364 ) $ 100,943 The Company's intangible assets are subject to amortization except for trade names, trademarks, and domain names, which have indefinite lives. Amortization expense related to the Company's intangible assets was $ 2.2 million and $ 2.7 million for the three months ended March 31, 2024 and 2023, respectively, and $ 6.5 million and $ 8.2 million for the nine months ended March 31, 2024 and 2023, respectively. For the presented periods, amortization expense allocable to cost of sales was not significant. The changes in the carrying amounts of goodwill were as follows (in thousands): Balance as of June 30, 2023 $ 100,943 Goodwill acquired - LPM 20,013 Balance as of March 31, 2024 $ 120,956 Impairment We recorded a non-recurring impairment charge of $ 2.7 million (goodwill and indefinite-lived intangible assets) in fiscal 2018 related to Goldline. Other than the impairment charge related to Goldline, we have not recorded any impairment of goodwill or indefinite-lived intangible assets. Estimated Amortization Estimated annual amortization expense related to definite-lived intangible assets for the succeeding five years is as follows (in thousands): Fiscal Year Ending June 30, Amount 2024 (remainder of year) $ 1,899 2025 5,962 2026 1,763 2027 1,339 2028 951 Thereafter 2,630 $ 14,544 30 10. LONG-TERM INVESTMENTS As of March 31, 2024, the Company had eight investments in privately-held entities. The following table shows the carrying value and ownership percentage of the Company's investment in each entity (in thousands): March 31, 2024 June 30, 2023 Investee Carrying Value Ownership Percentage Carrying Value Ownership Percentage Silver Gold Bull, Inc. $ 43,753 47.4 % $ 44,699 47.4 % Pinehurst Coin Exchange, Inc. 16,994 49.0 % 15,999 49.0 % Sunshine Minting, Inc. 19,356 44.9 % 17,719 44.9 % Company A 283 33.3 % 233 33.3 % Company B 2,015 50.0 % 2,005 50.0 % Texas Precious Metals, LLC 6,734 12.0 % 5,465 12.0 % Atkinsons Bullion & Coins 2,537 25.0 % 2,415 25.0 % APS Investment, LLC 2,063 33.3 % (1) — — % $ 93,735 $ 88,535 (1) APS Investment, LLC is a holding company that owns a 10 % equity interest in AMS Holding, LLC. Pinehurst Coin Exchange, Inc. and Stack's Bowers Numismatics, LLC also each own a one-third equity interest in APS Investment, LLC. We consider all of our equity method investees to be related parties. See Note 14 for a summary of the Company's aggregate balances and activity with these related party entities. All of the Company's investees are accounted for using the equity method, with the exception of Company A, which is accounted for using the cost method and is not considered a related party. 11. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES Accounts payable and other current liabilities consisted of the following (in thousands): March 31, 2024 June 30, 2023 Trade payables to customers $ 3,602 $ 20,512 Other accounts payable 5,996 4,953 Accounts payable and other payables $ 9,598 $ 25,465 Deferred revenue $ 10,039 $ 7,419 Advances from customers 140,836 173,944 Deferred revenue and other advances $ 150,875 $ 181,363 12. DERIVATIVE INSTRUMENT S 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 forward 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 condensed 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 forward 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 ASC 815, 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 forward and futures contracts and open sale and purchase commitments are reported in the condensed 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 condensed consolidated balance sheets. 31 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 fluctuations in market value, resulting from changes in the underlying commodity 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. 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 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. The Company's policy is to substantially hedge its inventory position, net of open sale and purchase commitments that are subject to price risk, and regularly enters into precious metals commodity forward and futures contracts with financial institutions to hedge against this risk. The Company uses futures contracts, which typically settle within 30 days, for its shorter-term hedge positions, and forward contracts, which may remain open for up to 6 months , for its longer-term hedge positions. 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 metal 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 also include the net fair value of open precious metals forward and futures contracts. The precious metals forward 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 condensed consolidated balance sheets. Such derivative contracts include open sale and purchase commitments, futures, forward and margin accounts. The aggregate gross and net derivative receivables and payables balances by contract type and type of hedge, were as follows (in thousands): March 31, 2024 June 30, 2023 Gross Derivative Amounts Netted Cash Collateral Pledge Net Derivative Gross Derivative Amounts Netted Cash Collateral Pledge Net Derivative Nettable derivative assets: Open sale and purchase commitments $ 32,051 $ ( 2,055 ) $ — $ 29,996 $ 53,924 $ ( 15,967 ) $ — $ 37,957 Futures contracts — — — — 832 — — 832 Forward contracts 879 — — 879 39,092 — — 39,092 $ 32,930 $ ( 2,055 ) $ — $ 30,875 $ 93,848 $ ( 15,967 ) $ — $ 77,881 Nettable derivative liabilities: Open sale and purchase commitments $ 8,086 $ ( 2,005 ) $ — $ 6,081 $ 2,271 $ ( 1,418 ) $ — $ 853 Margin accounts 19,838 — ( 16,785 ) 3,053 17,681 — ( 13,240 ) 4,441 Futures contracts 4,262 — — 4,262 1,161 — — 1,161 Forward contracts 37,750 — — 37,750 1,621 — — 1,621 $ 69,936 $ ( 2,005 ) $ ( 16,785 ) $ 51,146 $ 22,734 $ ( 1,418 ) $ ( 13,240 ) $ 8,076 Gains or Losses on Derivative Instruments The Company records the derivative at the trade date with corresponding unrealized gains or losses shown as a component of cost of sales in the condensed 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 contracts are recorded in cost of sales. 32 Below is a summary of the net gains (losses) o n derivative instruments (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Gains (losses) on derivative instruments: Unrealized (losses) gains on open futures commodity and forward contracts and open sale and purchase commitments, net $ ( 17,349 ) $ 36,654 $ ( 91,327 ) $ ( 39,907 ) Realized (losses) gains on futures commodity contracts, net ( 1,331 ) 12,826 4,852 44,007 $ ( 18,680 ) $ 49,480 $ ( 86,475 ) $ 4,100 The Company’s net gains (losses) on derivative instruments, as shown in the table above, were substantially offset by the changes in the fair market value of the underlying precious metals inventory, which were also recorded in cost of sales in the condensed 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 was subject to price risk (in thousands): March 31, 2024 June 30, 2023 Inventories $ 1,089,635 $ 981,643 Precious metals held under financing arrangements 12,772 25,530 1,102,407 1,007,173 Less unhedgeable inventories: Commemorative coin inventory, held at lower of cost or net realizable value ( 3,727 ) ( 948 ) Premium on metals position ( 36,128 ) ( 29,358 ) Precious metal value not hedged ( 39,855 ) ( 30,306 ) Commitments at market: Open inventory purchase commitments 750,149 921,108 Open inventory sales commitments ( 356,489 ) ( 587,392 ) Margin sale commitments ( 19,838 ) ( 17,682 ) In-transit inventory no longer subject to market risk ( 10,401 ) ( 5,505 ) Unhedgeable premiums on open commitment positions 11,863 11,224 Borrowed precious metals ( 26,167 ) ( 21,642 ) Product financing arrangements ( 510,237 ) ( 335,831 ) Advances on industrial metals 596 698 ( 160,524 ) ( 35,022 ) Precious metal subject to price risk 902,028 941,845 Precious metal subject to derivative financial instruments: Precious metals forward contracts at market values 754,420 767,767 Precious metals futures contracts at market values 149,799 170,466 Total market value of derivative financial instruments 904,219 938,233 Net precious metals subject to commodity price risk $ ( 2,191 ) $ 3,612 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 March 31, 2024 and June 30, 2023, the Company had the following outstanding commitments and open forward and futures contracts (in thousands): March 31, 2024 June 30, 2023 Purchase commitments $ 750,149 $ 921,108 Sales commitments $ ( 356,489 ) $ ( 587,392 ) Margin sales commitments $ ( 19,838 ) $ ( 17,682 ) Open forward contracts $ 754,420 $ 767,767 Open futures contracts $ 149,799 $ 170,466 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 condensed consolidated balance sheets. The Company records the difference between the market price of the underlying metal or contract and the trade amount at fair value. 33 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. As of March 31, 2024, 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. 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 were as follows (in thousands): March 31, 2024 June 30, 2023 Foreign exchange forward contracts $ 7,327 $ 7,101 Open sale and purchase commitment transactions, net $ 3,788 $ 5,611 13. INCO ME TAXES Net income from operations before provision for income taxes is shown below (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 U.S. $ 6,403 $ 45,766 $ 48,753 $ 146,895 Foreign 37 7 50 33 $ 6,440 $ 45,773 $ 48,803 $ 146,928 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 r ate are shown below (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Current: Federal $ 1,089 $ 9,171 $ 9,441 $ 29,074 State and local 182 606 1,239 3,000 Foreign 15 ( 2 ) 25 22 Income tax expense $ 1,286 $ 9,775 $ 10,705 $ 32,096 Effective income tax rate 20.0 % 21.4 % 21.9 % 21.8 % Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rates for the three and nine months ended March 31, 2024 and 2023 primarily due to the excess tax benefit from share-based compensation and the foreign derived intangible income special deduction, partially offset by Section 162(m) executive compensation disallowance, state taxes (net of federal tax benefit), and other normal course non-deductible expenditures. Income Taxes Receivable and Payable As of March 31, 2024 and June 30, 2023, we had an income tax receivable of $ 4.3 million and payable of $ 1.0 million , respectively. 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 March 31, 2024 and June 30, 2023, 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. A tax valuation allowance was considered unnecessary, as 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. 34 As of March 31, 2024, the condensed consolidated balance sheet reflects the deferred tax items for each tax-paying component (i.e., federal and state), resulting in a federal deferred tax liability of $ 14.5 million and a state deferred tax liability of $ 2.3 million . As of June 30, 2023, the condensed consolidated balance sheet reflects the deferred tax items for each tax-paying component (i.e., federal and state), resulting in a federal deferred tax liability of $ 14.4 million and a state deferred tax liability of $ 2.3 million . 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 as a tax benefit (i.e., an unrecognized tax benefit) on its condensed 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. As of March 31, 2024 , there have been no material changes to our unrecognized tax benefits or any related interest or penalties since June 30, 2023. 14. RELATED PAR TY TRANSACTIONS Related parties include entities which the Company controls or has the ability to significantly influence, and entities which are under common control with the Company. Related parties also include persons who are affiliated with related entities or the Company who 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 presented periods: 1) Stack’s Bowers Numismatics, LLC ("Stack's Bowers Galleries") . Stack's Bowers Galleries is a wholly-owned subsidiary of Spectrum Group International, Inc. ("SGI"). SGI and the Company have a common chief executive officer, and the chief executive officer and the general counsel of the Company are board members of SGI. 2) Equity method investees. As of March 31, 2024, the Company had seven investments in privately-held entities which have been determined to be equity method investees and related parties. Our related party transactions primarily 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. The amounts presented for each period reflect each entity’s related party status for that period. Balances with Related Parties Receivables and Payables, Net Our related party net receivables and payables balances were as shown below (in thousands): March 31, 2024 June 30, 2023 Receivables Payables Receivables Payables Stack's Bowers Galleries $ 6,212 (1) $ — $ 534 (2) $ — Equity method investees 4,127 (2) 4,485 (3) 737 (2) 2,977 (3) Other — 54 (3) — — $ 10,339 $ 4,539 $ 1,271 $ 2,977 (1) Balance includes trade receivables, secured loans receivables, and other receivables, net (2) Balance in cludes trade receivables and other receivables, net (3) Balance includes note payables, trade payables, and other payables, net Long-term Investments As of March 31, 2024 and June 30, 2023, the aggregate carrying balance of the equity method investments was $ 93.5 million and $ 88.3 million , respectively. (See Note 10 .) Other Long-term Assets As of March 31, 2024 and June 30, 2023 , the fair value of the option to purchase an additional 27.6 % ownership interest in Silver Gold Bull, Inc. was $ 5.3 million and $ 5.3 million , respectively. This option was acquired in June 2022 in conjunction with the Company’s acquisition of an additional 40 % ownership interest in Silver Gold Bull, Inc., and is exercisable between December 2023 and September 2024 . As of March 31, 2024, this option remained unexercised. (See Note 10 . ) 35 Notes Payable On April 1, 2021, CCP entered into a loan agreement ("CCP Note") with CFC, which provides CFC with up to $ 4.0 million to fund commercial loans secured by graded sports cards and sports memorabilia to its borrowers. All loans to be funded using the proceeds from the CCP Note are subject to CCP’s prior written approval. In March 2024, the expiration date for the CCP Note was amended to expire on April 1, 2026 ; the CCP Note may be further extended by mutual agreement. As of March 31, 2024 and June 30, 2023, the outstanding principal balance of the CCP Note was $ 4.0 million and $ 0.5 million , respectively. Activity with Related Parties Sales and Purchases Our sales and purchases with companies deemed to be related parties were as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Sales Purchases Sales Purchases Sales Purchases Sales Purchases Stack's Bowers Galleries $ 47,377 $ 16,988 $ 33,723 $ 6,337 $ 118,315 $ 39,858 $ 97,978 $ 22,441 Equity method investees 286,998 40,038 282,833 13,915 931,201 62,626 703,548 29,023 $ 334,375 $ 57,026 $ 316,556 $ 20,252 $ 1,049,516 $ 102,484 $ 801,526 $ 51,464 Interest Income We ea rned interest income from related parties as set forth below (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Interest income from secured loans receivables $ 24 $ — $ 24 $ — Interest income from finance products and repurchase arrangements 2,560 2,275 7,702 5,708 $ 2,584 $ 2,275 $ 7,726 $ 5,708 Selling, General, and Administrative The Company incurred selling, general, and administrative expense related to its subleasing agreement with Stack's Bowers Galleries and consulting agreement with Cerberus Limited of $ 66,000 and $ 12,000 during the three months ended March 31, 2024 and 2023, respectively, and $ 90,000 and $ 22,000 during the nine months ended March 31, 2024 and 2023, respectively. Interest Expense The Company incurred interest expense related to its note with CCP of $ 20,000 and $ 9,000 during the three months ended March 31, 2024 and 2023, respectively, and $ 32,000 and $ 32,000 during the nine months ended March 31, 2024 and 2023, respectively. Equity Method Investments — Earnings, Dividends and Distributions Received The Company's proportional share of our equity method investee's earnings were net losses of $ 0.2 million and $ 0.1 million during the three months ended March 31, 2024 and 2023, respectively, and net income of $ 3.3 million and $ 7.3 million , during the nine months ended March 31, 2024 and 2023, respectively. The Company received dividend and distribution payments from our equity method investees that totaled, in the aggregate, $ 0.1 million and $ 0.0 million during the three months ended March 31, 2024 and 2023, respectively, and $ 0.4 million and $ 0.6 million during the nine months ended March 31, 2024 and 2023, respectively. Other Income The Company earned royalty and consulting services income from related parties that totaled $ 0.4 million and $ 0.6 million during the three months ended March 31, 2024 and 2023, respectively, and $ 1.0 million and $ 2.0 million during the nine months ended March 31, 2024 and 2023 , respectively. 36 15. FINANCIN G AGREEMENTS Lines of Credit - Trading Credit Facility On December 21, 2021, the Company entered into a three-year committed facility provided by a syndicate of financial institutions (the “Trading Credi t Facility”), with a total current revolving commitment of up to $ 350.0 million and with a termination date of December 21, 2024 . In Se ptember 2023, this Trading Credit Facility was amended to add a new lender, a new subsidiary loan party and guarantor and modify certain terms and conditions of the Trading Credit Facility, including increasing the incremental facility feature to $ 190 million, eliminating provisions whereby lenders under certain conditions could require repayment of all obligations outstanding under the Trading Credit Facility within 10 days on demand, and updating the maturity date to September 20, 2025 . As a result, the Trading Credit Facility was reclassified to long-term during the three months ended September 30, 2023. The Trading Credit Facility is secured by substantially all of the Company’s assets on a first priority basis and is guaranteed by all of the Company's subsidiaries, with the exception of AMCF. The Trading Credit Facility currently bears interest at the daily SOFR rate plus an applicable margin of 236 basis points. As of March 31, 2024, the interest rate on our Trading Credit Facility was approximately 7.7 % and t he daily SOFR rate was approximately 5.3 % . The Trading Credit Facility provides the Company with the liquidity to buy and sell billions of dollars of precious metals annually. We routinely use funds drawn under the Trading Credit Facility to purchase metals from our suppliers and for operating cash flow purposes. Our CFC subsidiary also uses the funds drawn under the Trading Credit Facility to finance certain of its lending activities. Borrowings totaled $ 290.0 million and $ 235.0 million at March 31, 2024 and June 30, 2023, respectively. The amounts available under the respective lines of credit are determined at the end of each week and at each month end 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 borrowing base calculation. Based on the month end borrowing bases in effect, the availability under the Trading Credit Facility, after taking into account current borrowings, totaled $ 60.0 million and $ 115.0 million as determined on March 31, 2024 and June 30, 2023, respectively. As of March 31, 2024 and June 30, 2023, the remaining unamortized balance of loan costs was approximately $ 3.7 million and $ 2.4 million , respectively. The Trading Credit Facility contains various covenants, all of which the Company was in compliance with as of March 31, 2024. Interest expense related to the Company’s Trading Credit Facility totaled $ 6.3 million and $ 5.1 million which represents 63.9 % and 54.8 % of the total interest expense recognized for the three months ended March 31, 2024 and 2023, respectively. The Trading Credit Facility carried a daily weighted-average effective interest rate of 8.56 % and 7.46 % for the three months ended March 31, 2024 and 2023, respectively. Interest expense related to the Company’s Trading Credit Facility totaled $ 18.0 million and $ 11.1 million which represents 60.1 % and 49.0 % of the total interest expense recognized for the nine months ended March 31, 2024 and 2023, respectively. The Trading Credit Facility carried a daily weighted-average effective interest rate of 8.48 % and 6.79 % for the nine months ended March 31, 2024 and 2023, respectively. Notes Payable - AMCF Notes In September 2018, AM Capital Funding, LLC (“AMCF”), a wholly-owned subsidiary of CFC, completed an issuance of Secured Senior Term Notes (collectively, the "AMCF 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”) in the aggregate principal amount of $ 28.0 million . The Class A Notes bore interest at a rate of 4.98 % and the Class B Notes bore interest at a rate of 5.98 % . The AMCF Notes were repaid in full in December 2023. For the three months ended March 31, 2024 and 2023, interest expense related to the AMCF Notes (including loan amortization costs) totaled $ 0.0 million and $ 1.4 million , which represents 0.0 % and 14.7 % of the total interest expense recognized by the Company, respectively. For the three months ended March 31, 2024 and 2023, the AMCF Notes' weighted-average effective interest rate was 5.88 % and 5.88 % , respectively. For the nine months ended March 31, 2024 and 2023, interest expense related to the AMCF Notes (including loan amortization costs) totaled $ 2.5 million and $ 4.3 million , which represents 8.3 % and 19.0 % of the total interest expense recognized by the Company, respectively. For the nine months ended March 31, 2024 and 2023, the AMCF Notes' weighted-average effective interest rate was 5.88 % and 5.88 % , respectively. Notes Payable — Related Party See Note 14 . 37 Liabilities on Borrowed Metals The Company recorded liabilities on borrowed metals with market values totaling $ 26.2 million as of March 31, 2024, with corresponding metals totaling $ 0.0 million and $ 26.2 million included in precious metals held under financing arrangements and inventories, respectively, on the condensed consolidated March 31, 2024 balance sheet. The Company recorded liabilities on borrowed metals with market values totaling $ 21.6 million as of June 30, 2023 with corresponding metals totaling $ 0.0 million and $ 21.6 million included in precious metals held under financing arrangements and inventories, respectively, on the condensed consolidated June 30, 2023 balance sheet. For the three months ended March 31, 2024 and 2023, the interest expense related to liabilities on borrowed metals totaled $ 0.5 million and $ 0.5 million , which represents 4.9 % and 4.9 % of the total interest expense recognized by the Company, respectively. For the nine months ended March 31, 2024 and 2023, the interest expense related to liabilities on borrowed metals totaled $ 1.4 million and $ 1.3 million , which represents 4.7 % and 5.9 % of the total interest expense recognized by the Company, respectively. 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 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 in cash. Product Financing Arrangements The Company has agreements with third-party financial institutions which allow the Company to transfer its gold and silver inventory at an agreed-upon price, which is based on the spot price. Such agreements allow the Company to repurchase this inventory upon demand 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 condensed 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 condensed consolidated statements of income. Such obligations totaled $ 510.2 million and $ 335.8 million as of March 31, 2024 and June 30, 2023, respectively. For the three months ended March 31, 2024 and 2023, the interest expense related to product financing arrangements totaled $ 2.9 million and $ 2.0 million , which represents 29.2 % and 22.2 % of the total interest expense recognized by the Company, respectively. For the nine months ended March 31, 2024 and 2023, the interest expense related to product financing arrangements totaled $ 7.4 million and $ 4.9 million , which represents 24.6 % and 21.7 % of the total interest expense recognized by the Company, respectively. 16. COMMITMENTS A ND CONTINGENCIES Refer to Note 16 of the Notes to Consolidated Financial Statements in the 2023 Annual Report for information relating to employment contracts and other commitments. Other than the contingent consideration liability we recorded upon the acquisition of LPM as detailed in Note 1 , the Company is not aware of any material changes to commitments as summarized in the 2023 Annual Report. Legal Matters The Company is from time-to-time party to various lawsuits, claims and other proceedings, that arise in the ordinary course of its 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 particular claims, 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. 38 In accordance with U.S. GAAP, we review the need to accrue for any loss contingency and establish a liability when, in the opinion of management, it is probable that a matter would result in a liability and the amount of loss, if any, can be reasonably estimated. We do not believe that the resolution of any currently pending lawsuits, claims and proceedings, either individually or in the aggregate, will have a material adverse effect on financial position, results of operations or liquidity. However, the outcomes of any currently pending lawsuits, claims and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case. Additionally, we record receivables for insurance recoveries relating to litigation-related losses and expenses if and when such amounts are covered by insurance and recovery of such losses or expenses are due. 17. STOCKHOL DERS’ EQUITY Shelf Registration Statement On September 25, 2020, the Company filed a universal shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on March 4, 2021, on which the Company registered for sale up to $ 150.0 million of any combination of its debt securities, shares of common stock, shares of preferred stock, rights, warrants, units and/or purchase contracts from time to time and at prices and on terms that the Company may determine. After a public offering of common stock in March 2021, approximately $ 69.5 million of securities remained available for issuance, but this shelf registration statement expired in March 2024. Therefore, no further securities may be offered or sold under this registration statement. Dividends On July 5, 2023 , the Company's board of directors declared a regular dividend of $ 0.20 per share of common stock to stockholders of record at the close of business on July 17, 2023 . The dividend was paid on July 28, 2023 and totaled $ 4.7 million. On August 17, 2023 , the Company's board of directors declared a non-recurring specia l dividend of $ 1.00 per share of common stock to stockholders of record at the close of business on September 12, 2023 . The dividend was paid on September 26, 2023 and totaled $ 23.4 million. On August 17, 2023, the Company's board of directors also declared a regular cash dividend of $ 0.20 per share of common stock to stockholders of record at the close of business on October 10, 2023 . The dividend was paid on October 24, 2023 and totaled $ 4.6 million. On Januar y 4, 2024, the Company's board of directors declared a regular dividend of $ 0.20 per share of common stock to stockholders of record at the close of business on January 16, 2024 . The dividend was paid on January 29, 2024 and totaled $ 4.6 million. 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 1.0 million shares (as adjusted for the two-for-one split of A-Mark’s common stock in the form of a stock dividend in fiscal 2022) of its common stock. Prior to fiscal 2023, no shares were repurchased under our share repurchase program. In fiscal 2023, we repurchased a total of 335,735 shares under the program for $ 9.8 million. In the fourth quarter of fiscal 2023, the board revised the repurchase program to authorize the purchase of up to 1.0 million shares of our common stock, in addition to the shares previously repurchased, and extended the expiration date from June 30, 2023 to June 30, 2028 . In November 2023, the Company's board of directors further amended the share repurchase program to authorize an additional 1.2 million shares to be repurchased under the program, resulting in a total of 2.0 million shares authorized for repurchase, after taking into account the shares previously purchased at that date. As of March 31, 2024, 848,509 shares remain authorized for repurchase under the program. During the nine months ended March 31, 2024 , we repurchased 815,756 shares under the program for $ 22.4 million . From inception of the program through March 31, 2024, we repurchased a total of 1,151,491 shares for $ 32.2 million . Under the share repurchase program, we may repurchase shares of our common stock from time to time at prevailing market prices, depending on market conditions, through open market or privately negotiated transactions. Subject to applicable corporate securities laws, repurchases may be made at such times and prices and in amounts as management deems appropriate. We are not obligated to repurchase any shares under the program, and repurchases under the program may be discontinued if management determines that additional repurchases are not warranted. 2014 Stock Award and Incentive Plan The Company's amended and restated 2014 Stock Award and Incentive Plan (the "2014 Plan") was approved most recently on October 27, 2022 by the Company's stockholders. As of March 31, 2024, 1,701,243 shares were available for issuance of new awards under the 2014 Plan. 39 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, RSUs, dividend equivalent rights, other stock-based awards (which may include outright grants of shares) and cash incentive awards. The 2014 Plan also authorizes grants of awards with performance-based conditions and market-based conditions. 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 ten years . The 2014 Plan limits the number of share-denominated awards that may be granted to any one eligible person in any fiscal year to 500,000 shares plus the participant's unused annual limit at the close of the previous 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 October 27, 2032 . Stock Options The Company measures the compensation cost of stock options using the Black-Scholes option pricing model, which uses various inputs such as the market price per share of common stock and estimates that include the risk-free interest rate, volatility, expected life and dividend yield. The Company incurred compensation expense related to stock options of $ 0.2 million and $ 0.3 million during the three months ended March 31, 2024 and 2023, and $ 0.6 million and $ 0.9 million during the nine months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was total remaining compensation expense of $ 0.2 million related to employee stock options, which will be recorded over a weighted-average vesting period of approximately 0.5 years. The following table summarizes stock option activity: Options Weighted-Average Exercise Price Per Share Aggregate Intrinsic Value (in thousands) Weighted-Average Grant Date Fair Value Per Award Fiscal 2023 Outstanding at June 30, 2022 1,779,460 $ 7.84 (1) $ 43,433 $ 3.51 Granted 10,000 $ 39.69 $ — (2) $ 16.56 Exercises ( 275,040 ) $ 6.67 $ 6,511 $ 3.63 Outstanding at March 31, 2023 1,514,420 $ 7.09 $ 41,786 $ 3.57 Exercisable at March 31, 2023 981,931 $ 5.70 $ 28,429 $ 2.75 Fiscal 2024 Outstanding at June 30, 2023 1,446,260 $ 7.11 $ 43,882 $ 3.58 Exercises ( 223,396 ) $ 6.26 $ 5,909 $ 3.66 Outstanding at March 31, 2024 1,222,864 $ 7.26 $ 28,736 $ 3.57 Exercisable at March 31, 2024 1,056,196 $ 5.38 $ 26,728 $ 2.74 (1) On September 9, 2022 a required adjustment to the outstanding options was triggered as a result of the non-recurring special divided that lowered the exercise strike price by $ 1.00 . (2) The Company issued the options with an exercise price per share not less than the closing market price of common stock on the grant date. The following table summarizes information about stock options as of March 31, 2024: Exercise Price Ranges Options Outstanding Options Exercisable From To Number of Underlying Shares Weighted-Average Remaining Contractual Life (Years) Weighted-Average Exercise Price Number of Underlying Shares Weighted-Average Remaining Contractual Life (Years) Weighted-Average Exercise Price $ — $ 5.00 584,862 5.41 $ 1.99 584,862 5.41 $ 1.99 $ 5.01 $ 7.50 16,000 2.55 $ 6.31 16,000 2.55 $ 6.31 $ 7.51 $ 12.50 400,000 1.89 $ 8.83 400,000 1.89 $ 8.83 $ 12.51 $ 30.00 212,002 6.66 $ 17.40 55,334 5.77 $ 16.08 $ 30.01 $ 50.00 10,000 8.85 $ 39.69 — — $ — 1,222,864 4.46 $ 7.26 1,056,196 4.05 $ 5.38 40 The following table summarizes nonvested stock option activity: Options Weighted-Average Grant Date Fair Value Per Award Nonvested outstanding at June 30, 2023 270,669 $ 8.14 Vested ( 104,001 ) $ 7.09 Nonvested outstanding at March 31, 2024 166,668 $ 8.80 Restricted Stock Units RSUs granted by the Company are not transferable and automatically convert to shares of common stock on a one-for-one basis as the awards vest or at a specified date after vesting. RSUs granted to a non-US citizen are referred to as "deferred stock units" or "DSUs". The Company measures the compensation cost of RSUs based on the closing price of the underlying shares at the grant date. The Company incurred compensation expense related to RSUs of $ 0.3 million and $ 0.2 million during the three months ended March 31, 2024 and 2023, and $ 1.0 million and $ 0.7 million during the nine months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there is $ 1.3 million remaining compensation expense related to RSUs, which will be recorded over a weighted-average vesting period of approximately 1.7 years. The following table summarizes RSU activity: Awards Outstanding Weighted-Average Fair Value per Unit at Grant Date Fiscal 2023 Nonvested outstanding at June 30, 2022 56,093 $ 32.58 Granted 16,435 $ 29.21 Vested & delivered ( 3,296 ) $ 36.38 Vested & deferred (1) ( 10,147 ) $ 35.46 Nonvested outstanding at March 31, 2023 59,085 $ 30.93 Vested but subject to deferred settlement at March 31, 2023 (1) 29,341 $ 24.53 Outstanding at March 31, 2023 88,426 $ 28.81 Fiscal 2024 Nonvested outstanding at June 30, 2023 (2) 63,587 $ 32.37 Granted 26,651 $ 25.28 Vested & delivered ( 10,481 ) $ 30.53 Vested & deferred (1) ( 12,540 ) $ 28.71 Nonvested outstanding at March 31, 2024 (2) 67,217 $ 30.53 Vested but subject to deferred settlement at March 31, 2024 (1) 41,910 $ 25.76 Outstanding at March 31, 2024 (2) 109,127 $ 28.70 (1) Certain RSU holders elected to defer settlement of the RSUs to a specified date. The DSU holder is contractually obligated to defer settlement of the DSUs to a specified date following the holder’s termination of service . (2) Includes 9,397 RSUs that vest based on continuous employment and achievement of non-market performance goals through June 30, 2024, 2025, and 2026. Cash Incentive Bonus Award Effective in the first quarter of fiscal 2024, a cash incentive bonus is payable at the end of the fiscal 2024-2027 employment term of our chief executive officer ("CEO") (subject to acceleration in the event of certain terminations of employment or a change in control) equal to two percent of the total stockholder return on the outstanding shares at June 30, 2023, including dividends paid during the employment term, minus the total salary and annual cash bonuses that were paid to our CEO for services during the employment term. This award is analogous to a cash-settled stock appreciation right with a base price that is at a premium over the market price of our shares at the grant date, such premium being measured by the direct cash compensation paid to the CEO during the four-year term. The award is generally equivalent to stock appreciation rights on 466,728 shares with a base price of $ 36.32 , including dividend equivalents but subject to adjustment for the specified compensation offsets. The fair value of this liability award is estimated with a Black-Scholes valuation model that uses certain assumptions, such as expected volatility, risk-free interest rate, life of the award, dividend rate and strike price. The Company also estimates the most probable aggregate total of the performance bonus to be paid over the performance period in determining the strike price of the award . The grant date fair value of this liability award was $ 5.7 million. The fair value of this liability award was $ 3.1 million as of March 31, 2024 resulting from the following assumptions: a performance bonus estimate of $ 4.0 million to be paid over the four-year term, a risk-free rate of 4.4 %, and an equity volatility of 50.0 %. Compensation expense is recognized on a straight-line basis over the performance period, with the amount recognized fluctuating due to remeasurement of fair value at the end of each reporting period because the award is classified as a liability. During the three and nine months ended March 31, 2024 , the Company recognized $ 0.2 million and $ 0.6 million of compensation expense related to this cash incentive bonus award, respectively. 41 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 of directors. Such provisions could limit the price that 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. 18. CUSTOMER AND SUPP LIER CONCENTRATIONS Customer Concentrations The following customers provided 10 percent or more of the Company's revenues (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Amount Percent Amount Percent Amount Percent Amount Percent Total revenue $ 2,610,651 100.0 % $ 2,317,150 100.0 % $ 7,174,084 100.0 % $ 6,167,206 100.0 % Customer concentrations Morgan Stanley (1) $ 485,924 18.6 % $ 205,370 8.9 % $ 861,693 12.0 % $ 545,052 8.8 % HSBC Bank (1) $ 572,054 21.9 % $ 328,465 14.2 % $ 1,628,466 22.7 % $ 751,828 12.2 % (1) Sales with this trading partner include sales on forward contracts that are entered into for hedging purposes rather than sales characterized with the physical delivery of precious metal product. This sales activity has been reported within the Wholesale Sales and Ancillary Services segment. The following customer provided 10 percent or more of the Company's accounts receivable balances (in thousands): March 31, 2024 June 30, 2023 Amount Percent Amount Percent Total accounts receivable $ 53,229 100.0 % $ 35,243 100.0 % Customer concentrations Morgan Stanley $ 6,960 13.1 % $ — — % The following customer accounted for 10 percent or more of the Company's secured loans receivable (in thousands): March 31, 2024 June 30, 2023 Amount Percent Amount Percent Total secured loans $ 115,645 100.0 % $ 100,620 100.0 % Customer concentrations Customer A $ 13,500 11.7 % $ 13,500 13.4 % Supplier Concentrations 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 supplier or small group of suppliers is critical to its business, since other sources of supply are available that provide similar products on comparable terms. 19. SEGMENTS AND GE OGRAPHIC INFORMATION The Company evaluates segment reporting in accordance with Segment Reporting Topic 280 of the ASC (“ASC 280”) , 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 (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending. The Wholesale Sales & Ancillary Services segment includes the consolidating eliminations of inter-segment transactions and unallocated segment adjustments. See Note 1 for a description of the types of products and services from which each reportable segment derives its revenues. 42 Revenue in thousands Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Revenue by segment (1) Wholesale Sales & Ancillary Services $ 2,517,536 $ 2,204,422 $ 6,866,354 $ 5,819,421 Eliminations of inter-segment sales ( 242,559 ) ( 409,282 ) ( 724,121 ) ( 1,052,440 ) Wholesale Sales & Ancillary Services, net of eliminations (2) 2,274,977 1,795,140 6,142,233 4,766,981 Direct-to-Consumer 335,674 (a) 522,010 (b) 1,031,851 (c) 1,400,225 (d) $ 2,610,651 $ 2,317,150 $ 7,174,084 $ 6,167,206 (1) 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. (2) The eliminations of inter-segment sales are reflected in the Wholesale Sales & Ancillary Services segment. (a) Includes $ 2.9 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment. (b) Includes $ 2.1 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment. (c) Includes $ 6.2 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment. (d) Includes $ 2.7 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment. in thousands Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Revenue by geographic region United States $ 1,130,113 $ 1,365,078 $ 3,468,807 $ 3,686,828 Europe 1,340,189 719,519 3,276,250 1,836,949 North America, excluding United States 127,189 218,810 390,985 613,454 Asia Pacific 12,329 13,065 34,831 22,846 Africa 12 — 12 — Australia 819 678 3,199 7,129 $ 2,610,651 $ 2,317,150 $ 7,174,084 $ 6,167,206 Gross Profit and Gross Margin Percentage in thousands Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Gross profit by segment (1) Wholesale Sales & Ancillary Services $ 16,323 $ 25,943 $ 64,650 $ 93,236 Eliminations and adjustments 511 6,343 4,415 972 Wholesale Sales & Ancillary Services, net of eliminations and adjustments 16,834 32,286 69,065 94,208 Direct-to-Consumer, net of eliminations 18,004 43,212 61,219 121,851 $ 34,838 $ 75,498 $ 130,284 $ 216,059 Gross margin percentage by segment Wholesale Sales & Ancillary Services 0.648 % 1.177 % 0.942 % 1.602 % Wholesale Sales & Ancillary Services, net of eliminations and adjustments 0.740 % 1.799 % 1.124 % 1.976 % Direct-to-Consumer 5.364 % 8.278 % 5.933 % 8.702 % Consolidated gross margin percentage 1.334 % 3.258 % 1.816 % 3.503 % (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. 43 Operating Income and (Expenses) in thousands Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Operating income (expenses) by segment Wholesale Sales & Ancillary Services $ ( 15,954 ) $ ( 14,990 ) $ ( 40,603 ) $ ( 26,889 ) Eliminations ( 22 ) ( 64 ) ( 90 ) ( 178 ) Wholesale Sales & Ancillary Services, net of eliminations $ ( 15,976 ) $ ( 15,054 ) $ ( 40,693 ) $ ( 27,067 ) Wholesale Sales & Ancillary Services, net of eliminations Selling, general, and administrative expenses $ ( 12,202 ) $ ( 12,428 ) $ ( 33,366 ) $ ( 29,377 ) Depreciation and amortization expense ( 474 ) ( 247 ) ( 1,084 ) ( 703 ) Interest income 3,676 3,601 10,657 9,081 Interest expense ( 7,266 ) ( 5,979 ) ( 20,989 ) ( 13,696 ) Earnings (losses) from equity method investments ( 223 ) ( 72 ) 3,269 7,272 Other income, net 440 36 736 106 Unrealized gains on foreign exchange 73 35 84 250 $ ( 15,976 ) $ ( 15,054 ) $ ( 40,693 ) $ ( 27,067 ) Direct-to-Consumer Selling, general, and administrative expenses $ ( 10,259 ) $ ( 10,900 ) $ ( 32,569 ) $ ( 31,625 ) Depreciation and amortization expense ( 2,392 ) ( 3,005 ) ( 7,209 ) ( 8,817 ) Interest expense ( 580 ) ( 1,287 ) ( 2,475 ) ( 3,020 ) Other income (expense), net 5 — 5 ( 12 ) $ ( 13,226 ) $ ( 15,192 ) $ ( 42,248 ) $ ( 43,474 ) Secured Lending Selling, general, and administrative expenses $ ( 393 ) $ ( 513 ) $ ( 1,160 ) $ ( 1,436 ) Depreciation and amortization expense ( 83 ) ( 88 ) ( 259 ) ( 264 ) Interest income 3,006 2,486 8,438 7,086 Interest expense ( 2,061 ) ( 1,971 ) ( 6,434 ) ( 5,887 ) Earnings from equity method investments 17 2 11 4 Other income, net 318 605 864 1,907 $ 804 $ 521 $ 1,460 $ 1,410 Net Income Before Provision for Income Taxes in thousands Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Net income before provision for income taxes by segment Wholesale Sales & Ancillary Services $ 858 $ 17,232 $ 28,372 $ 67,141 Direct-to-Consumer 4,778 28,020 18,971 78,377 Secured Lending 804 521 1,460 1,410 $ 6,440 $ 45,773 $ 48,803 $ 146,928 Advertising Expense in thousands Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Advertising expense by segment Wholesale Sales & Ancillary Services $ ( 585 ) $ ( 384 ) $ ( 1,870 ) $ ( 975 ) Direct-to-Consumer ( 2,889 ) ( 3,424 ) ( 9,261 ) ( 10,455 ) Secured Lending ( 59 ) ( 56 ) ( 170 ) ( 184 ) $ ( 3,533 ) $ ( 3,864 ) $ ( 11,301 ) $ ( 11,614 ) Capital Expenditures for Property, Plant, and Equipment in thousands Three Months Ended March 31, Nine Months Ended March 31, 2024 2023 2024 2023 Capital expenditures for property, plant, and equipment by segment Wholesale Sales & Ancillary Services $ ( 676 ) $ ( 313 ) $ ( 3,821 ) $ ( 1,827 ) Direct-to-Consumer ( 18 ) ( 252 ) ( 697 ) ( 1,400 ) $ ( 694 ) $ ( 565 ) $ ( 4,518 ) $ ( 3,227 ) 44 Precious Metals Held Under Financing Arrangements in thousands March 31, 2024 June 30, 2023 Precious metals held under financing arrangements by segment Wholesale Sales & Ancillary Services $ 12,772 $ 10,580 Secured Lending — 14,950 $ 12,772 $ 25,530 Inventories in thousands March 31, 2024 June 30, 2023 Inventories by segment Wholesale Sales & Ancillary Services $ 965,595 $ 815,576 Direct-to-Consumer 124,040 109,226 Secured Lending — 56,841 $ 1,089,635 $ 981,643 in thousands March 31, 2024 June 30, 2023 Inventories by geographic region United States $ 1,010,237 $ 938,177 North America, excluding United States 18,470 20,787 Europe 22,621 18,454 Asia 38,307 4,139 Australia — 86 $ 1,089,635 $ 981,643 Total Assets in thousands March 31, 2024 June 30, 2023 Total assets by segment Wholesale Sales & Ancillary Services $ 1,254,692 $ 1,110,615 Eliminations ( 208,839 ) ( 214,009 ) Wholesale Sales & Ancillary Services, net of eliminations 1,045,853 896,606 Direct-to-Consumer 505,200 471,796 Secured Lending 118,434 177,169 $ 1,669,487 $ 1,545,571 in thousands March 31, 2024 June 30, 2023 Total assets by geographic region United States $ 1,540,939 $ 1,500,555 North America, excluding United States 18,470 20,787 Europe 28,509 20,004 Asia 81,569 4,139 Australia — 86 $ 1,669,487 $ 1,545,571 Long-term Assets in thousands March 31, 2024 June 30, 2023 Long-term assets by segment Wholesale Sales & Ancillary Services $ 156,810 $ 116,189 Direct-to-Consumer 161,461 159,918 Secured Lending 2,025 2,273 $ 320,296 $ 278,380 in thousands March 31, 2024 June 30, 2023 Long-term assets by geographic region United States $ 287,905 $ 278,378 Europe 2 2 Asia 32,389 — $ 320,296 $ 278,380 45 Goodwill in thousands March 31, 2024 June 30, 2023 Goodwill by segment Wholesale Sales & Ancillary Services $ 28,894 $ 8,881 Direct-to-Consumer (1) 92,062 92,062 $ 120,956 $ 100,943 (1) Direct-to-Consumer segment’s goodwill balance is net of $ 1.4 million accumulated impairment losses. Intangible assets in thousands March 31, 2024 June 30, 2023 Intangible assets by segment Wholesale Sales & Ancillary Services $ 12,853 $ 2,687 Direct-to-Consumer (1) 62,064 59,943 $ 74,917 $ 62,630 (1) Direct-to-Consumer segment’s intangible asset balance is net of $ 1.3 million accumulated impairment losses. 20. SUBSEQU ENT EVENTS On April 29, 2024 , the Company paid a regular cash dividend of $ 0.20 per share to stockholders of record as of April 16, 2024 .