Gold.com, Inc. (GOLD)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q ("Form 10-Q") contains statements that are considered forward-looking statements. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this Quarterly Report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans, and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, estimates and beliefs, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this Quarterly Report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Form 10-Q.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes contained elsewhere in this Form 10-Q, and in the audited consolidated financial statements and notes contained in the Form 10-K for the fiscal year ended June 30, 2025. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Quarterly Report, particularly in “Risk Factors.”

INTRODUCTION

Management's discussion and analysis of financial condition and results of operations is provided as a supplement to the accompanying condensed consolidated financial statements and related notes to aid in the understanding of our results of operations and financial condition. Our discussion is organized as follows:

•
Executive overview. This section provides a general description of our business, as well as significant transactions and events that we believe are important in understanding the results of operations.

•
Results of operations. This section provides an analysis of our results of operations presented in the accompanying condensed consolidated statements of income by comparing the results for the respective periods presented. Included in our analysis is a discussion of seven performance metrics:

o
(i) ounces of gold and silver sold,

o
(ii) Wholesale Sales ticket volume,

o
(iii) Direct-to-Consumer ticket volume:

•
(a) Direct-to-Consumer ticket volume from new customers,

•
(b) Direct-to-Consumer ticket volume from pre-existing customers,

•
(c) Direct-to-Consumer total ticket volume,

o
(iv) Direct-to-Consumer and JMB average order value,

o
(v) number of Direct-to-Consumer customers:

•
(a) Direct-to-Consumer number of new customers,

•
(b) Direct-to-Consumer number of active customers,

•
(c) Direct-to-Consumer total customers,

o
(vi) inventory turnover ratio, and

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o
(vii) number of secured loans at period-end.

•
Segment results of operations. This section provides an analysis of our results of operations presented for our three segments:

o
Wholesale Sales & Ancillary Services,

o
Direct-to-Consumer, and

o
Secured Lending

comparing results for the periods presented.

•
Non-GAAP Measures. This section provides an analysis of our non-GAAP measures with a reconciliation to the most directly comparable U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) measure reported on the condensed consolidated financial statements. The Company uses the following two non-GAAP measures:

o
"adjusted net income before provision for income taxes", and

o
"earnings before interest, taxes, depreciation, and amortization", or "EBITDA".

•
Liquidity and financial condition. This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt as of March 31, 2026, sources of liquidity and the amount of financial capacity available to fund our future commitments and other financing arrangements.

•
Critical accounting policies and estimates. This section discusses critical accounting policies that are considered both important to our financial condition and results of operations and require management to make significant judgment and estimates. All of our significant accounting policies, including the critical accounting policies, are summarized in Note 2 to the Company’s condensed consolidated financial statements.

•
Recent accounting pronouncements. This section discusses new accounting pronouncements, dates of implementation, and their expected impact on our accompanying condensed consolidated financial statements.

EXECUTIVE OVERVIEW

Our Business

Founded in 1965, Gold.com offers comprehensive solutions for all aspects of the precious metals (gold, silver, platinum, and palladium) and collectibles (including rare coins and currency) value chains. Our vertically integrated platform combines market expertise with state-of-the-art logistics, financing, and minting capabilities to serve customers, collectors, and institutional clients globally. We conduct our operations through three complementary segments: Wholesale Sales & Ancillary Services, Direct-to-Consumer, and Secured Lending.

Effective December 2, 2025, the Company changed its name to Gold.com, Inc. and transferred the listing of its common shares from Nasdaq to the New York Stock Exchange ("NYSE"). The shares of the Company are now being traded on the NYSE under the symbol "GOLD" as of December 2, 2025. Prior to December 2025, Gold.com, Inc. was operating as A-Mark Precious Metals, Inc.

Factors Affecting Revenues, Gross Profit, Interest Income, and Interest Expense

Set forth below are the key factors affecting the Company’s revenues, gross profit, interest income, and interest expense. These factors may be attributable to both the Company’s ongoing business activities as well as from Company acquisitions.

Revenues. The Company enters into transactions to sell and deliver gold, silver, platinum, and palladium to industrial and commercial users, coin and bullion dealers, mints, and financial institutions. The metals are investment or industrial grade and are sold in a variety of shapes and sizes.

The Company also sells and delivers gold, silver, platinum, palladium, and copper products directly to customers and the investor community through its Direct-to Consumer segment. Customers may place orders online at one of the Company's websites or over the phone.

The Company sells precious metals on forward contracts at a fixed price based on current prevailing precious metal spot prices with a certain delivery date in the future (up to six months from inception date of the forward contract). The Company also uses other derivative products (primarily futures contracts) or combinations thereof to hedge commodity risks. We enter into these forward and futures contracts as part of our hedging strategy to mitigate our price risk of holding inventory; they are not entered into for speculative purposes.

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Forward sales contracts by their nature are required to be included in revenues, unlike futures contracts which do not impact the Company’s revenue. The decision to use a forward contract versus another derivative type of product (e.g., a futures contract) for hedging purposes is based on the economics of the transaction. Since the volume of hedging can be significant, the movement in and out of forwards can substantially impact revenues, either positively or negatively, from period to period. For this reason, the Company believes ounces sold (excluding ounces sold on forward sales contracts) is a meaningful metric to assess our top line performance.

In addition, the Company earns revenue by providing storage solutions for precious metals and numismatic coins for financial institutions, dealers, investors, and collectors worldwide and by providing storage and order-fulfillment services to our retail customers. The Company also earns fees for facilitating specialized auctions of numismatics, and from advertisements placed on our Direct-to-Consumer websites. These revenue streams represent less than 5% of the Company’s consolidated revenues.

The Company operates in a high volume/low margin industry. Revenues are impacted by three primary factors: product volume, market prices, and market volatility. A material change in any one or more of these factors may result in a significant change in the Company’s revenues. A significant increase or decrease in revenues can occur simply based on changes in the underlying commodity prices and may not be reflective of an increase or decrease in the volume of products sold.

Gross Profit. Gross profit is the difference between our revenues and the cost of our products sold. Since we quote prices based on the current commodity market prices for precious metals, we often enter into a combination of forward and futures contracts to effect a hedge position equal to the underlying precious metal commodity value, which substantially represents inventory subject to price risk. We enter into these derivative transactions solely for the purpose of hedging our inventory, and not for speculative purposes. Our gross profit includes the gains and losses resulting from these derivative instruments. However, the gains and losses on the derivative instruments are substantially offset by the gains and losses on the corresponding changes in the market value of our precious metals inventory. As a result, our results of operations generally are not materially impacted by changes in commodity prices.

Interest Income. The Company enters into secured loans and secured financing structures with its customers under which it charges interest. CFC originates loans and acquires loan portfolios that are secured by precious metal bullion and numismatic material owned by the borrowers and held by the Company for the term of the loan. Also, the Company offers a number of secured financing options to its customers to finance their precious metals purchases including consignments and other structured inventory finance products whereby the Company earns a fee based on the underlying value of the precious metal ("repurchase arrangements with customers").

Interest Expense. The Company incurs interest expense associated with its lines of credit, notes payable, product financing agreements for the transfer and subsequent re-acquisition of gold, silver, and platinum at a fixed price with a third-party finance company ("product financing arrangements"), and short-term precious metal borrowing arrangements with our suppliers ("liabilities on bo

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K ("Form 10-K") contains statements that are considered forward-looking statements. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this Annual Report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans, and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, estimates and beliefs, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this Annual Report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Form 10-K.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes contained elsewhere in this Form 10-K. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Annual Report, particularly in “Risk Factors.”

INTRODUCTION

Management's discussion and analysis of financial condition and results of operations is provided as a supplement to the accompanying consolidated financial statements and related notes to aid in the understanding of our results of operations and financial condition. We have omitted discussion of our fiscal year 2023 results where it would be redundant to the discussion previously included in Item 7 of our fiscal year 2024 Annual Report on Form 10-K. Our discussion is organized as follows:

•
Executive overview. This section provides a general description of our business, as well as significant transactions and events that we believe are important in understanding the results of operations.

•
Results of operations. This section provides an analysis of our results of operations presented in the accompanying consolidated statements of income by comparing the results for the respective periods presented. Included in our analysis is a discussion of seven performance metrics:

o
(i) ounces of gold and silver sold,

o
(ii) Wholesale Sales ticket volume,

36

o
(iii) Direct-to-Consumer ticket volume:

•
(a) Direct-to-Consumer ticket volume from new customers,

•
(b) Direct-to-Consumer ticket volume from pre-existing customers,

•
(c) Direct-to-Consumer total ticket volume,

o
(iv) Direct-to-Consumer and JMB average order value,

o
(v) number of Direct-to-Consumer customers:

•
(a) Direct-to-Consumer number of new customers,

•
(b) Direct-to-Consumer number of active customers,

•
(c) Direct-to-Consumer total customers,

o
(vi) inventory turnover ratio, and

o
(vii) number of secured loans at period-end.

•
Segment results of operations. This section provides an analysis of our results of operations presented for our three segments:

o
Wholesale Sales & Ancillary Services,

o
Direct-to-Consumer, and

o
Secured Lending

comparing results for the periods presented.

•
Non-GAAP Measures. This section provides an analysis of our non-GAAP measures with a reconciliation to the most directly comparable U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) measure reported on the consolidated financial statements. The Company uses the following two non-GAAP measures:

o
"adjusted net income before provision for income taxes", and

o
"earnings before interest, taxes, depreciation, and amortization", or "EBITDA".

•
Liquidity and financial condition. This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt as of June 30, 2025, sources of liquidity and the amount of financial capacity available to fund our future commitments and other financing arrangements.

•
Critical accounting policies and estimates. This section discusses critical accounting policies that are considered both important to our financial condition and results of operations and require management to make significant judgment and estimates. All of our significant accounting policies, including the critical accounting policies, are summarized in Note 2 to the Company’s consolidated financial statements.

•
Recent accounting pronouncements. This section discusses new accounting pronouncements, dates of implementation, and their expected impact on our accompanying consolidated financial statements.

EXECUTIVE OVERVIEW

Our Business

The Company conducts its operations in three reportable segments: (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending.

Wholesale Sales & Ancillary Services Segment

The Company operates its Wholesale Sales & Ancillary Services segment directly and through its consolidated subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services, LLC ("TDS"), A-M Global Logistics, LLC (“AMGL” or "Logistics"), AM&ST Associates, LLC ("AMST" or the "Silver Towne Mint"), AM/LPM Ventures, LLC, which owns a majority interest in LPM Group Limited ("LPM"), Spectrum Group International, LLC, which was formed in February 2025 to acquire all of the stock of Spectrum Group International, Inc. ("SGI"), Pinehurst Coin Exchange, Inc. ("Pinehurst"), which was acquired in February 2025, and AM Precious Metals Singapore PTE Ltd.

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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. We sell more than 2,000 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 certain international markets.

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 and greater pricing stability within the supply chain, as well as to gain increased access to fabricated silver products during volatile market environments, which have historically created higher demand for precious metals products.

In February 2024, the Company acquired LPM, one of Asia's largest precious metals dealers. Headquartered in Hong Kong, LPM extends A-Mark's global reach by offering its full-service precious metals products and services in Asia and internationally.

We expanded our product portfolio in February 2025 through our acquisition of SGI, which is the parent company of Stack's Bowers Galleries, one of the world's largest rare coin and currency auction houses and a leading wholesale and retail dealer specializing in numismatic and bullion products. SGI also is the majority owner of Spectrum Wine, a global auctioneer, retailer, and storage provider of fine and rare wine. SGI's financial results and metrics attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segment, and the financial results and metrics attributable to its auction and retail operations are included in our Direct-to-Consumer segment. (As used herein, and as the context may require, the term "SGI" refers to Spectrum Group International, Inc. and its successor company Spectrum Group International, LLC.)

Also in February 2025, A-Mark continued its expansion into the bullion adjacent collectible coin market through the acquisition of the remaining outstanding equity interests in Pinehurst Coin Exchange, Inc. ("Pinehurst") it did not previously own. Pinehurst is a leading precious metals broker that services the wholesale and retail marketplace and is one of the nation’s largest e-commerce retailers of modern and numismatic coins on eBay. Pinehurst markets a broad range of bullion and is a leader in selling coins produced by the U.S. Mint, the Royal Canadian Mint, and other highly regarded sovereign mints that have been evaluated by leading grading agencies. Pinehurst's financial results and metrics attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segment, and the financial results and metrics attributable to its retail operations are included in our Direct-to-Consumer segment.

Direct-to-Consumer

The Company operates its Direct-to-Consumer segment through its wholly-owned subsidiaries JM Bullion, Inc. (“JMB”), Goldline, Inc. (“Goldline”), Spectrum Group International, LLC ("SGI"), Pinehurst Coin Exchange, Inc. ("Pinehurst"), AMS Holding, LLC ("AMS"), AM LPM Singapore PTE Ltd., and through its investment in Silver Gold Bull, Inc. ("SGB"). JMB currently has several wholly-owned subsidiaries, including: 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 owns 100% of AM IP Assets, LLC ("AMIP"). SGB and Goldline each have a 50% ownership interest in Precious Metals Purchasing Partners, LLC ("PMPP"). As the context requires, references to JMB may include BGASC, BullionMax, GPG, Silver.com, PMC, and CyberMetals and references to Goldline may include AMIP and PMPP.

JMB is a leading e-commerce retailer providing access to a broad array of gold, silver, copper, platinum, and palladium products through its websites. JMB owns and operates numerous websites targeting specific niches within the precious metals retail market, including JMBullion.com, ProvidentMetals.com, Silver.com, CyberMetals.com, GoldPrice.org, SilverPrice.org, BGASC.com, BullionMax.com, and Gold.com.

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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 for storage by the Company or shipped directly to the customer.

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. AMIP manages Goldline’s intellectual property.

PMPP was formed in fiscal 2019 pursuant to terms of a joint venture agreement between Goldline and SGB, 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 operations in fiscal 2020.

In 2014, the Company acquired its initial ownership interest in SGB, a leading e-commerce precious metals retailer in Canada, increasing its ownership to 55.4% in June 2024 at which time we obtained a controlling ownership interest in SGB, and SGB became a consolidated subsidiary of the Company. Our investment in SGB expands our direct-to-consumer footprint in the international market. Through its website, SilverGoldBull.com, SGB offers a variety of products from gold, silver, platinum, and palladium bars, coins and rounds, as well as certified coins from mints around the world.

SGI, which we acquired in February 2025, is the parent company of Stack's Bowers Galleries, one of the world's largest rare coin and currency auction houses and a leading wholesale and retail dealer specializing in numismatic and bullion products. Its auction services unit conducts in-person, internet and specialized auctions of consigned and owned items and has sold a wide range of the most important rarities and numismatic collections over its distinguished history. SGI's financial results and metrics attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segment and the financial results and metrics attributable to its auction and retail operations are included in our Direct-to-Consumer segment.

In February 2025, the Company acquired Pinehurst Coin Exchange, Inc. ("Pinehurst"). Pinehurst is a leading precious metals broker that services the wholesale and retail marketplace and is one of the nation’s largest e-commerce retailers of modern and numismatic coins on eBay. Pinehurst operates the www.PinehurstCoins.com and www.ModernCoinMart.com websites. Pinehurst's financial results and metrics attributable to wholesale operations are included in our Wholesale Sales & Ancillary Services segment and the financial results and metrics attributable to its retail operations are included in our Direct-to-Consumer segment.

A-Mark, in connection with its acquisition of LPM in February 2024, formed a joint venture with Stack's Bowers Galleries and Pinehurst to acquire a 10% interest in AMS Holding, LLC ("AMS"). In April 2025, A-Mark acquired the remaining 90% of its outstanding equity interests it did not previously own. A-Mark had supplied bullion and related products to AMS for over ten years. The foundation of AMS brings together four decades of collector relationships with modern technology and compelling coin offerings that are sold through the GOVMINT brand and continues the Company's strategy to expand its footprint into the luxury market. AMS has served over 500,000 customers in its history.

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. As of June 30, 2025, CFC had $94.0 million in secured loans outstanding, of which 11% were acquired from third parties (some of which may be customers of A-Mark) and approximately 89% were originated by CFC.

CAI is a holding company that has an equity method interest in Collectible Card Partners, LLC (“CCP”). CCP originates commercial loans secured by graded sports cards. CCP commenced operations in fiscal 2022.

AM Capital Funding, LLC (“AMCF”), previously a wholly-owned subsidiary of CFC, was formed for the purpose of securitizing eligible secured loans of CFC. AMCF issued and administered Secured Senior Term Notes: Series 2018-1, Class A, with an aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B in the aggregate principal amount of $28.0 million (collectively referred to as the "AMCF Notes"). The AMCF Notes were repaid in full in December 2023. AMCF was dissolved in June 2024.

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Our Strategy

The Company was formed in 1965 and has grown into a significant participant in the bullion and coin markets, with $11.0 billion in revenues for fiscal year 2025. We have remained active in seeking investment opportunities to strategically enhance our business, and also continue to focus on growth in the volume of our business, our geographic presence, and the scope of complementary products, services, and technological tools that we offer to our customers. In doing so, we seek to leverage off the strengths of our existing integrated operations, which span trading, e-commerce, distribution, logistics, minting, storage, hedging, financing, and consignment products and services, including:

•
our expertise in e-commerce and marketing;

•
the depth of our customer relationships and our ability to acquire and retain new customers;

•
our long-standing relationships with the United States Mint and other sovereign and private mints;

•
our access to market makers and suppliers;

•
our global trading systems;

•
our network of precious metals dealers;

•
our depository relationships around the world;

•
our design and production of minted silver products;

•
our ability to obtain more favorable pricing and financing terms due to our size;

•
our ability to manage exposure to commodity price risk through our experienced traders;

•
our distribution, storage and logistics capabilities;

•
our knowledge of secured lending; and

•
the quality and experience of our management team.

Our Customers

Our customers include financial institutions, bullion retailers, industrial manufacturers and fabricators, sovereign mints, refiners, coin and metal dealers, investors, collectors, and e-commerce and other retail customers. The Company makes a two-way market in its wholesale operations, which results in many customers also operating as our suppliers in that segment. This diverse base of wholesale customers purchases a variety of products from the Company in a multitude of grades, primarily in the form of coins and bars. Our Direct-to-Consumer segment sells to (and, through JMB and PMPP, buys from) retail customers, with JMB, SGB, Pinehurst, and AMS focusing on e-commerce operations and Goldline marketing through various traditional and e-commerce channels to the investor community. The Direct-to-Consumer segment offers these customers a variety of gold, silver, copper, platinum, and palladium products.

Factors Affecting Revenues, Gross Profit, Interest Income, and Interest Expense

Set forth below are the key factors affecting the Company’s revenues, gross profit, interest income, and interest expense. These factors may be attributable to both the Company’s ongoing business activities as well as from Company acquisitions.

Revenues. The Company enters into transactions to sell and deliver gold, silver, platinum, and palladium to industrial and commercial users, coin and bullion dealers, mints, and financial institutions. The metals are investment or industrial grade and are sold in a variety of shapes and sizes.

The Company also sells and delivers gold, silver, platinum, palladium, and copper products directly to customers and the investor community through its Direct-to Consumer segment. Customers may place orders online at one of the Company's websites or over the phone.

The Company sells precious metals on forward contracts at a fixed price based on current prevailing precious metal spot prices with a certain delivery date in the future (up to six months from inception date of the forward contract). The Company also uses other derivative products (primarily futures contracts) or combinations thereof to hedge commodity risks. We enter into these forward and futures contracts as part of our hedging strategy to mitigate our price risk of holding inventory; they are not entered into for speculative purposes.

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Forward sales contracts by their nature are required to be included in revenues, unlike futures contracts which do not impact the Company’s revenue. The decision to use a forward contract versus another derivative type of product (e.g., a futures contract) for hedging purposes is based on the economics of the transaction. Since the volume of hedging can be significant, the movement in and out of forwards can substantially impact revenues, either positively or negatively, from period to period. For this reason, the Company believes ounces sold (excluding ounces sold on forward sales contracts) is a meaningful metric to assess our top line performance.

In addition, the Company earns revenue by providing storage solutions for precious metals and numismatic coins for financial institutions, dealers, investors, and collectors worldwide and by providing storage and order-fulfillment services to our retail customers. The Company also earns fees for facilitating specialized auctions of numismatics, and from advertisements placed on our Direct-to-Consumer websites. These revenue streams represent approximately 2% of the Company’s consolidated revenues.

The Company operates in a high volume/low margin industry. Revenues are impacted by three primary factors: product volume, market prices, and market volatility. A material change in any one or more of these factors may result in a significant change in the Company’s revenues. A significant increase or decrease in revenues can occur simply based on changes in the underlying commodity prices and may not be reflective of an increase or decrease in the volume of products sold.

Gross Profit. Gross profit is the difference between our revenues and the cost of our products sold. Since we quote prices based on the current commodity market prices for precious metals, we often enter into a combination of forward and futures contracts to effect a hedge position equal to the underlying precious metal commodity value, which substantially represents inventory subject to price risk. We enter into these derivative transactions solely for the purpose of hedging our inventory, and not for speculative purposes. Our gross profit includes the gains and losses resulting from these derivative instruments. However, the gains and losses on the derivative instruments are substantially offset by the gains and losses on the corresponding changes in the market value of our precious metals inventory. As a result, our results of operations generally are not materially impacted by changes in commodity prices.

Interest Income. The Company enters into secured loans and secured financing structures with its customers under which it charges interest. CFC originates loans and acquires loan portfolios that are secured by precious metal bullion and numismatic material owned by the borrowers and held by the Company for the term of the loan. Also, the Company offers a number of secured financing options to its customers to finance their precious metals purchases including consignments and other structured inventory finance products whereby the Company earns a fee based on the underlying value of the precious metal ("repurchase arrangements with customers").

Interest Expense. The Company incurs interest expense associated with its lines of credit, notes payable, product financing agreements for the transfer and subsequent re-acquisition of gold, silver, and platinum at a fixed price with a third-party finance company ("product financing arrangements"), and short-term precious metal borrowing arrangements with our suppliers ("liabilities on borrowed metals").

Performance Metrics

In addition to financial statement indicators, management also utilizes key operational metrics to assess the performance of our business. SGI's and Pinehurst's performance metrics have been included in our consolidated financial results as of February 28, 2025. Since SGI and Pinehurst operate in both the wholesale and retail marketplaces, performance metrics attributable to their respective wholesale operations are included in our Wholesale Sales & Ancillary Services segment, and the performance metrics attributable to their respective retail operations are included in our Direct-to-Consumer segment. AMS's performance metrics have been included in our consolidated and Direct-to-Consumer segment financial results from April 1, 2025.

Gold and Silver Ounces Sold and Delivered to Customers. A key performance metric we utilize is the number of ounces of gold and silver sold and delivered to our customers (excluding ounces recorded on forward contracts). These metrics reflect our business volume without regard to changes in commodity pricing, which also impacts revenue, but can mask actual business trends.

The primary purpose of entering into forward sales transactions is to hedge commodity price risk. Although the revenues realized from these forward sales transactions are often significant, they generally have negligible impact on gross margins. As a result, the Company excludes the ounces recorded on forward contracts from its performance metrics, as the Company does not enter into forward sales transactions for speculative purposes.

Wholesale Sales Ticket Volume. Another measure of our business that is unaffected by changes in commodity pricing is ticket volume (or number of orders processed). Ticket volume for the Wholesale Sales & Ancillary Services segment measures the total number of wholesale orders processed during the period. In periods of higher volatility, there is generally increased trading in the commodity markets, causing increased demand for our products, resulting in higher business volume. During periods of heightened demand, order size per ticket may increase.

Direct-to-Consumer Customers. We are focused on attracting new customers and retaining existing customers to drive revenue growth. We use the following three metrics as revenue growth indicators when assessing our customer base:

•
New Direct-to-Consumer Customers means the number of customers that have registered or set up a new account, made a purchase for the first time during the period, or acquired through investment activity.

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•
Active Direct-to-Consumer Customers means the number of customers that have made a purchase during any month during the period.

•
Total Direct-to-Consumer Customers means the aggregate number of customers that have registered or set up an account or have made a purchase in the past.

Direct-to-Consumer Ticket Volume. Ticket volume for the Direct-to-Consumer segment measures the number of product orders processed during the period. In periods of higher volatility, there is generally increased consumer demand for our products, resulting in higher business volume. We use the following three metrics indicators when assessing our ticket volume:

•
Ticket Volume from New Direct-to-Consumer Customers means the number of product orders from new Direct-to-Consumer customers (refer to the definition of new customers above) processed during the period.

•
Ticket Volume from Pre-existing Direct-to-Consumer Customers means the number of product orders from pre-existing Direct-to-Consumer customers processed during the period.

•
Total Ticket Volume from Direct-to-Consumer Customers means the aggregate number of Direct-to-Consumer product orders processed during the period.

Average Order Value. Average order value for the Direct-to-Consumer segment and JMB measures the average dollar value of product orders (excluding accumulation program orders) delivered to the customer during the period.

Inventory Turnover. Inventory turnover is another performance measure on which we are focused and is calculated as the cost of sales divided by the average inventory during the relevant period. Inventory turnover is a measure of how quickly inventory has moved during the period. A higher inventory turnover ratio, which we typically experience during periods of higher volatility when trading is more robust, typically reflects a more efficient use of our capital.

The period of time that inventory is held by the Company varies depending upon the nature of our inventory commitments with customers and suppliers. See Note 6 to the Company's consolidated financial statements for a description of our classifications of inventory by type. When management analyzes inventory turnover on a period over period basis, consideration is given to each inventory type and its corresponding impact on the inventory turnover calculation. For example:

•
The Company enters into various structured borrowing arrangements that commit the Company's inventory (such as product financing arrangements or liabilities on borrowed metals) for an unspecified period of time. While the Company is able to obtain access to this inventory on demand, this type of inventory tends not to turn over as quickly as other types of inventory.

•
The Company enters into repurchase arrangements with customers under which it holds precious metals which are subject to repurchase for an unspecified period of time. While the Company has legal title to this inventory, the Company is required to hold this inventory (or like-kind inventory) for the customer until the arrangement is terminated or the material is repurchased by the customer. As a result, this type of inventory tends not to turn over as quickly as other types of inventory.

Additionally, our inventory turnover ratio can be affected by hedging activity, as the period over period change of the inventory turnover ratio may be significantly impacted by a period over period change in hedging volume. For example, if trading activity were to remain constant over two periods, but there were significantly higher forward sales in the current period compared to a prior period, the calculated inventory turnover ratio would increase notwithstanding the constancy of the trading volume.

Number of Secured Loans. Finally, as a measure of the size of our Secured Lending segment, we utilize the number of outstanding secured loans to customers that are primarily collateralized by precious metals at the end of each quarter.

The Company calculates a loan-to-value ("LTV") ratio for each loan as the principal amount of the loan divided by the liquidation value of the collateral, which is based on daily spot market prices of precious metal bullion. When the market price of the pledged collateral decreases and thereby increases the LTV ratio of a loan above a prescribed maximum ratio, usually 85%, the Company has the option to make a margin call on the loan. As a result, a decline of precious metal market prices may cause a decrease in the number of loans outstanding in a period.

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Non-GAAP Measures

In addition to key operational metrics that are used to assess the performance of our business, management also uses non-GAAP financial performance and liquidity measures. We believe "adjusted net income before provision for income taxes” and "EBITDA" can provide useful information to evaluate our financial performance and liquidity position. Non-GAAP measures do not have standardized definitions and should not be a substitute for measures that are prepared in accordance with U.S. GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable U.S. GAAP measure reported in our consolidated statements of income and consolidated statements of cash flows and a discussion of certain limitations inherent in such measures, refer to the “Non-GAAP Measures” section below.

Fiscal Year

Our fiscal year end is June 30 each year.

Macroeconomic Volatility

Macroeconomic uncertainty and the volatility in the financial markets in recent years have positively affected the Company’s trading revenues and gross profit as the volatility of the price of precious metals and numismatics typically results in an increase in the spread between bid and ask prices on these products. Although conditions may fluctuate from period to period, when volatility is high, we historically experience increased demand for products in each of our coin and bar, industrial, and retail businesses. While macroeconomic uncertainty continues to impact our business, its effects have been less pronounced in the current and prior fiscal year. The Company cannot predict the periods during which increased volatility will occur or the level of increased volatility, the effect of volatility and macroeconomic uncertainty on the Company, or whether other effects on the Company and its businesses will materialize in the short or long term.

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RESULTS OF OPERATIONS

Overview of Results of Operations

Consolidated Results of Operations for the Years Ended June 30, 2025 and 2024

The operating results of our business were as follows (in thousands, except per share and performance metrics data):

(1)
See "Results of Segments" for a description of additional metrics not listed above.

(2)
Gold ounces sold represents the ounces of gold product sold and delivered to the customer during the period, excluding ounces of gold recorded on forward contracts. SGI's and Pinehurst's performance metrics are included after February 28, 2025. AMS's performance metrics are included after April 1, 2025.

(3)
Silver ounces sold represents the ounces of silver product sold and delivered to the customer during the period, excluding ounces of silver recorded on forward contracts. SGI's and Pinehurst's performance metrics are included after February 28, 2025. AMS's performance metrics are included after April 1, 2025.

(4)
Inventory turnover ratio is the cost of sales divided by average inventory for the period presented above. This calculation excludes precious metals held under financing arrangements, which are not classified as inventory on the consolidated balance sheets.

(5)
Number of outstanding secured loans to customers that are primarily collateralized by precious metals at the end of the period.

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Revenues

Revenues for the year ended June 30, 2025 increased $1.280 billion, or 13.2%, to $10.979 billion from $9.699 billion in 2024. Excluding an increase of $446.7 million of forward sales, our revenues increased $832.9 million, or 14.6%, which was due to higher average selling prices of gold and silver, partially offset by a decrease in gold and silver ounces sold. Revenues also increased due to the acquisition of a controlling interest in SGB in June 2024, the acquisitions of SGI and Pinehurst in February 2025, and the acquisition of AMS in April 2025.

Gold ounces sold for the year ended June 30, 2025 decreased 197,000 ounces, or 10.7%, to 1,642,000 ounces from 1,839,000 ounces in 2024. Silver ounces sold for the year ended June 30, 2025 decreased 34,453,000 ounces, or 31.9%, to 73,643,000 ounces from 108,096,000 ounces in 2024. On average, the selling prices for gold increased by 32.7% and selling prices for silver increased by 28.9% during the year ended June 30, 2025 as compared to the prior year.

JMB's revenue represented 11.2% and 13.6% of the Company's consolidated revenue for the year ended June 30, 2025 and 2024, respectively.

Gross Profit

Gross profit for the year ended June 30, 2025 increased $37.7 million, or 21.7%, to $210.9 million from $173.3 million in 2024. The overall gross profit increase was due to an increase in gross profits earned by the Direct-to-Consumer segment, partially offset by lower gross profits earned from the Wholesale Sales & Ancillary Services segment.

The Company’s overall gross margin percentage for the year ended June 30, 2025 increased by 13.5 basis points to 1.921% from 1.786% in 2024. Excluding forward sales that had a negligible impact to the amount of gross profit, our gross margin percentage for the year ended June 30, 2025 increased by 19.0 basis points to 3.219% from 3.029%, which was primarily due to an increase in our retail market activity and higher premium spreads, partially offset by lower trading profits. JMB’s retail market activity represented 31.1% and 40.6%, respectively, of the Company’s consolidated gross profit for the years ended June 30, 2025 and 2024.

Our inventory turnover ratio for the year ended June 30, 2025 decreased by 1.1% to 9.1 from 9.2 in 2024. The decrease in our inventory turnover ratio was not significant.

Selling, General and Administrative Expense

Selling, general, and administrative expenses for the year ended June 30, 2025 increased $49.4 million, or 55.0%, to $139.2 million from $89.8 million in 2024. The change was primarily due to: (i) an increase in compensation expense of $24.1 million, (ii) an increase in consulting and professional fees of $9.1 million, (iii) an increase in advertising costs of $8.4 million, (iv) an increase in facilities expense of $3.0 million, (v) an increase in bank service and credit card fees of $2.0 million, (vi) an increase in insurance costs of $0.6 million, and (vii) an increase in information technology costs of $0.5 million. Selling, general and administrative expenses for the year ended June 30, 2025 include expenses incurred by LPM, SGB, SGI, and Pinehurst, and AMS which were not included, or only partially included, in the same year-ago period, as these were not consolidated subsidiaries for the full period.

45

Depreciation and Amortization Expense

Depreciation and amortization expense for the year ended June 30, 2025 increased $11.5 million, or 101.1%, to $22.9 million from $11.4 million in 2024 primarily due to (i) an increase in amortization expense of $12.9 million relating to intangible assets acquired through our acquisitions of LPM, SGI, Pinehurst, AMS, and acquisition of a controlling interest in SGB, (ii) an increase of $1.8 million of depreciation expense due to an increase in capital expenditures, partially offset by (iii) a decrease in JMB intangible asset amortization of $3.1 million.

Interest Income

Interest income for the year ended June 30, 2025 decreased $1.2 million, or 4.5%, to $25.9 million from $27.2 million in 2024. The aggregate decrease in interest income was due to a decrease in interest income earned by our Secured Lending segment of $0.8 million and a decrease in other finance product income of $0.5 million.

The interest income from our Secured Lending segment decreased by $0.8 million, or 6.7%, compared with the prior year period. The decrease in interest income earned from the segment’s secured loan portfolio was primarily due to lower average monthly loan balances and fewer loans outstanding. The number of secured loans outstanding decreased by 24.3% to 445 as of June 30, 2025, from 588 as of June 30, 2024.

Interest Expense

Interest expense for the year ended June 30, 2025 increased $6.7 million, or 16.9%, to $46.2 million from $39.5 million in 2024. The increase in interest expense was primarily due to: (i) an increase of $3.7 million related to product financing arrangements, (ii) an increase of $3.2 million related to precious metals leases, and (iii) an increase of $2.3 million associated with our Trading Credit Facility due to increased borrowings as well as an increase in the weighted-average effective interest rate, partially offset by (iv) a decrease of $2.5 million related to the AMCF Notes (including amortization of debt issuance costs) due to their repayment in December 2023.

Earnings (Losses) from Equity Method Investments

Earnings (losses) from equity method investments for the year ended June 30, 2025 decreased $6.9 million, or 169.9%, to a loss of $2.8 million from earnings of $4.0 million in 2024 due to decreased earnings of our equity method investees.

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Other Income, Net

Other income, net for the year ended June 30, 2025 decreased $0.0 million, or 1.9%, to $2.0 million from $2.1 million in 2024. The change in other income, net was not significant.

Remeasurement Gain (Loss) on Pre-Existing Equity Interests

The Company incurred remeasurement gains and losses on our pre-existing equity interest in Pinehurst in February 2025, AMS in April 2025, and SGB in June 2024. See further details in Note 1.

Income Tax Expense

Our income tax expense was $5.4 million and $13.7 million for the years ended June 30, 2025 and 2024, respectively. Our effective tax rate was approximately 25.5% and 16.6% for the years ended June 30, 2025 and 2024, respectively. Our effective tax rate varied from the federal statutory rate for the year ended June 30, 2025 primarily due to the excess tax benefit from share-based compensation, foreign derived intangible income deduction, offset by state taxes (net of federal tax benefit), one-time adjustments related to our PCE and AMS step acquisitions, transaction costs, and other normal course non-deductible items. For the year ended June 30, 2024, our effective tax rate differed from the federal statutory rate primarily due to a one-time adjustment related to the SGB step acquisition, the excess tax benefit from share-based compensation, foreign derived intangible income special deduction and partially offset by state taxes (net of federal tax benefit), Section 162(m) executive compensation disallowance, and other normal course non-deductible expenditures.

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SEGMENT RESULTS OF OPERATIONS

The Company conducts its operations in three reportable segments: (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending.

Results of Operations — Wholesale Sales & Ancillary Services Segment

The Company operates its Wholesale Sales & Ancillary Services segment directly and through its consolidated subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services ("TDS"), A-M Global Logistics, LLC (“AMGL” or "Logistics"), AM&ST Associates, LLC ("AMST" or the "Silver Towne Mint"), AM/LPM Ventures, LLC, which owns a majority interest in LPM Group Limited ("LPM"), Spectrum Group International, LLC, which was formed in February 2025 to acquire all of the stock of Spectrum Group International, Inc. ("SGI"), Pinehurst Coin Exchange, Inc. ("Pinehurst"), which was acquired in February 2025, and AM Precious Metals Singapore PTE, Ltd. The Wholesale Sales & Ancillary Services segment includes the consolidating eliminations of inter-segment transactions and unallocated segment adjustments.

Overview of Results of Operations for the Years Ended June 30, 2025 and 2024

— Wholesale Sales & Ancillary Services Segment

The operating results of our Wholesale Sales & Ancillary Services segment were as follows (in thousands, except performance metrics data):

(a)
Revenues are presented net of inter-segment transactions with the Direct-to-Consumer segment that totaled $1.564 billion. This segment’s gross sales before eliminations of inter-segment activity totaled $10.259 billion.

(b)
Revenues are presented net of inter-segment transactions with the Direct-to-Consumer segment that totaled $1.006 billion. This segment’s gross sales before eliminations of inter-segment activity totaled $9.253 billion.

(c)
Gross profit percentage before elimination of inter-segment sales to the Direct-to-Consumer segment was 0.828% for the period.

(d)
Gross profit percentage before elimination of inter-segment sales to the Direct-to-Consumer segment was 0.916% for the period.

(1)
Gold ounces sold represents the ounces of gold product sold and delivered to the customer during the period, excluding ounces of gold recorded on forward contracts. SGI's and Pinehurst's metrics are included after February 28, 2025.

(2)
Silver ounces sold represents the ounces of silver product sold and delivered to the customer during the period, excluding ounces of silver recorded on forward contracts. SGI's and Pinehurst's metrics are included after February 28, 2025.

(3)
Wholesales Sales ticket volume represents the total number of product orders processed. SGI's and Pinehurst's metrics are included after February 28, 2025.

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Revenues — Wholesale Sales & Ancillary Services

(a)
Revenues are presented net of inter-segment transactions with the Direct-to-Consumer segment that totaled $1.564 billion. This segment’s gross sales before eliminations of inter-segment activity totaled $10.259 billion.

(b)
Revenues are presented net of inter-segment transactions with the Direct-to-Consumer segment that totaled $1.006 billion. This segment’s gross sales before eliminations of inter-segment activity totaled $9.253 billion.

Revenues for the year ended June 30, 2025 increased $448.0 million, or 5.4%, to $8.695 billion from $8.247 billion in 2024. Excluding an increase in forward sales of $446.7 million, our revenues increased $1.3 million, which was due to higher average selling prices of gold and silver, partially offset by a decrease in gold and silver ounces sold. Revenues also increased due to the acquisition of LPM in February 2024 and SGI and Pinehurst in February 2025.

Gold ounces sold for the year ended June 30, 2025 decreased 240,000 ounces, or 17.3%, to 1,145,000 ounces from 1,385,000 ounces in 2024. Silver ounces sold for the year ended June 30, 2025 decreased 38,266,000 ounces, or 40.3%, to 56,611,000 ounces from 94,877,000 ounces in 2024. On average, the selling prices for gold increased by 34.1% and selling prices for silver increased by 27.2% during the year ended June 30, 2025 as compared to the prior year.

The Wholesale Sales ticket volume for the year ended June 30, 2025 increased by 25,773 tickets, or 24.6% to 130,606 tickets from 104,833 tickets in 2024.

Gross Profit — Wholesale Sales & Ancillary Services

(c)
Gross profit percentage before elimination of inter-segment sales to the Direct-to-Consumer segment was 0.828% for the period.

(d)
Gross profit percentage before elimination of inter-segment sales to the Direct-to-Consumer segment was 0.916% for the period.

Gross profit for the year ended June 30, 2025 decreased $4.3 million, or 4.8%, to $85.9 million from $90.2 million in 2024. The gross profit decrease was primarily due to lower trading profits, partially offset by higher premium spreads.

This segment’s profit margin percentage decreased by 10.6 basis points to 0.988% from 1.094% in 2024. The decrease in gross margin percentage was mainly attributable to the impact of increased forward sales and lower trading profits, partially offset by higher premium spreads.

Excluding forward sales that had a negligible impact to the amount of gross profit, this segment's gross margin percentage for the year ended June 30, 2025 decreased by 10.2 basis points to 2.012% from 2.114% in the prior year. Forward sales increase revenues but are associated with negligible gross profit. The Company enters into forward contracts to hedge its precious metals price risk exposure and not for speculative purposes.

Selling, General and Administrative Expenses — Wholesale Sales & Ancillary Services

Selling, general, and administrative expenses for the year ended June 30, 2025 increased $13.1 million, or 28.4%, to $59.0 million from $46.0 million in 2024. The change was primarily due to: (i) higher consulting and professional fees of $5.4 million, (ii) an increase in compensation expense of $4.1 million, (iii) an increase in facilities expense of $1.6 million, and (iv) an increase in advertising costs of $1.4 million. Selling, general, and administrative expenses for the year ended June 30, 2025 include expenses incurred by LPM, SGI and Pinehurst which were not included, or only partially included, in the same year-ago period, as these were not consolidated subsidiaries for the full period.

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Depreciation and Amortization Expense — Wholesale Sales & Ancillary Services

Depreciation and amortization expense for the year ended June 30, 2025 increased $2.0 million, or 110.2%, to $3.9 million from $1.9 million in 2024 primarily due to an increase in amortization expense of $1.0 million related to intangible assets acquired through our acquisitions of LPM, SGI, and Pinehurst as well as an increase in depreciation expense of $1.0 million due to an increase in capital expenditures.

Interest Income — Wholesale Sales & Ancillary Services

Interest income for the year ended June 30, 2025 decreased $0.6 million, or 3.8%, to $15.1 million from $15.7 million in 2024. The overall decrease was primarily due to: (i) a decrease in interest earned from repurchase arrangements with customers of $1.4 million, partially offset by (ii) a $1.2 million increase in interest income earned from spot deferred trade orders.

Interest Expense — Wholesale Sales & Ancillary Services

Interest expense for the year ended June 30, 2025 increased $9.5 million, or 33.5%, to $37.7 million from $28.3 million in 2024. The overall increase was primarily due to: (i) an increase of $3.3 million in connection with our Trading Credit Facility due to an increase in interest rates and increased borrowings, (ii) an increase of $3.2 million from precious metals leases, (iii) higher interest and fees from product financing arrangements of $3.0 million, (iv) a decrease in inter-segment eliminations related to the DTC segment's product financing activity with A-Mark of $1.5 million, partially offset by (v) a decrease of $1.5 million related to the AMCF Notes (including amortization of debt issuance costs) due to their repayment in December 2023.

Earnings (Losses) from Equity Method Investments— Wholesale Sales & Ancillary Services

Earnings (losses) from equity method investments for the year ended June 30, 2025 decreased $7.0 million, or 174.6%, to a loss of $3.0 million from earnings of $4.0 million in 2024 due to decreased earnings of our equity method investees.

Remeasurement Gain (Loss) on Pre-Existing Equity Interests— Wholesale Sales & Ancillary Services

The Company incurred remeasurement gains and losses on our pre-existing equity interests in Pinehurst in February 2025, AMS in April 2025, and SGB in June 2024. See further details in Note 1.

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Results of Operations — Direct-to-Consumer Segment

The Company operates its Direct-to-Consumer segment through its wholly-owned subsidiaries JM Bullion, Inc. (“JMB”), Goldline, Inc. (“Goldline”), Spectrum Group International, LLC ("SGI"), Pinehurst Coin Exchange, Inc. ("Pinehurst"), AMS Holding, LLC ("AMS"), through its investment in Silver Gold Bull, Inc. ("SGB"), and through its subsidiaries Precious Metals Purchasing Partners, LLC ("PMPP") and AM LPM Singapore PTE Ltd.

Overview of Results of Operations for the Years Ended June 30, 2025 and 2024

— Direct-to-Consumer Segment

The operating results of our Direct-to-Consumer ("DTC") segment were as follows (in thousands, except performance metrics data):

(a)
Includes $138.7 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment.

(b)
Includes $14.3 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment.

(1)
Gold ounces sold represents the ounces of gold product sold and delivered during the period. Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

(2)
Silver ounces sold represents the ounces of silver product sold and delivered during the period. Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

(3)
Number of new customers represents the number of customers that have registered or set up a new account or made a purchase for the first time during the period. SGI's and Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

(4)
Number of active customers represents the number of customers that have made a purchase during any month during the period. SGI's and Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

(5)
Number of total customers represents the aggregate number of customers that have registered or set up an account or have made a purchase in the past. SGI's and Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

(6)
Ticket volume from new customers represents the number of product orders from new customers processed by JMB, Goldline, SGB, AMS, and PMPP during the period. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024. SGI's and Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

(7)
Ticket volume from pre-existing customers represents the total number of product orders from pre-existing customers processed by JMB, Goldline, SGB, Pinehurst, AMS, and PMPP during the period. SGI's and Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

(8)
Total ticket volume represents the total number of product orders processed by JMB, Goldline, SGB, Pinehurst, AMS, and PMPP during the period. SGI's and Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

(9)
Average Order Value ("AOV") represents the average dollar value of product orders (excluding accumulation program orders) delivered to the customer during the period. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024. SGI's and Pinehurst's metrics are included after February 28, 2025. AMS's metrics are included after April 1, 2025.

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Revenues — Direct-to-Consumer

Revenues for the year ended June 30, 2025 increased $831.6 million, or 57.3%, to $2.283 billion from $1.452 billion in 2024. The increase in revenue was due to an increase in gold and silver ounces sold as well as by higher average selling prices of gold and silver. For the year ended June 30, 2025, revenue of Goldline, PMPP, SGB, Pinehurst, SGI, and AMS, in the aggregate, was higher by $924.3 million as compared to the prior year, primarily related to acquiring a controlling interest in SGB in June 2024, acquiring SGI and Pinehurst in February 2025, and acquiring AMS in April 2025. For the year ended June 30, 2025, JMB's revenue decreased $92.7 million as compared to the prior year.

Gold ounces sold for the year ended June 30, 2025 increased 43,000 ounces, or 9.5%, to 497,000 ounces from 454,000 ounces in 2024. Silver ounces sold for the year ended June 30, 2025 increased 3,813,000 ounces, or 28.8%, to 17,032,000 ounces from 13,219,000 ounces in 2024.

Gold ounces sold by Goldline, PMPP, SGB, Pinehurst, and AMS, in the aggregate, increased 176,300 ounces compared to 2024, primarily due to the Company acquiring a controlling interest in SGB in June 2024. Gold ounces sold by JMB decreased 133,300 ounces for the year ended June 30, 2025 compared to 2024. Silver ounces sold by Goldline, PMPP, SGB, Pinehurst, and AMS, in the aggregate, increased 6,822,100 ounces compared to 2024, primarily due to the Company acquiring a controlling interest in SGB in June 2024 and the acquisitions of Pinehurst in February 2025 and AMS in April 2025. Silver ounces sold by JMB decreased 3,009,100 ounces for the year ended June 30, 2025 compared to 2024.

On average, selling prices for gold increased by 26.4% and selling prices for silver increased by 26.3% during the year ended June 30, 2025 as compared to the prior year.

The number of new customers for the year ended June 30, 2025 increased 410,700, or 57.2%, to 1,129,200 from 718,500 in 2024. The number of active customers for the year ended June 30, 2025 increased 97,900, or 20.3% to 581,300 from 483,400 in 2024. The number of total customers as of June 30, 2025 increased 1,129,200, or 36.8% to 4,196,000 from 3,066,800 as of June 30, 2024. These changes in customer-based metrics were primarily due to the acquisition of Pinehurst in February 2025, JMB's activity, the acquisition of a controlling interest in SGB in June 2024, and the acquisitions of SGI and AMS in February 2025 and April 2025, respectively.

As of June 30, 2025, the number of total CyberMetals customers was 37,000, and CyberMetals customer assets under management were $10.7 million.

For the year ended June 30, 2025, the Direct-to-Consumer ticket volume related to new customers increased by 63,873 tickets, or 47.7%, to 197,894 tickets from 134,021 tickets in 2024. For the year ended June 30, 2025, Direct-to-Consumer ticket volume related to pre-existing customers increased by 126,793 tickets, or 26.4%, to 606,511 tickets from 479,718 tickets in 2024. For the year ended June 30, 2025, the Direct-to-Consumer total ticket volume increased by 190,666 tickets, or 31.1%, to 804,405 tickets from 613,739 tickets in 2024. These changes in ticket volumes were primarily due to our acquisition of a controlling interest in SGB in June 2024, the acquisitions of SGI and Pinehurst in February 2025, and the acquisition of AMS in April 2025, partially offset by JMB's activity.

For the year ended June 30, 2025, the Direct-to-Consumer average order value increased by $459, or 19.1%, to $2,866 from $2,407 in 2024.

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Gross Profit — Direct-to-Consumer

Gross profit for the year ended June 30, 2025 increased by $42.0 million, or 50.6%, to $125.0 million from $83.0 million in 2024. The increase in gross profit was primarily driven by recently acquired subsidiaries, including SGB, SGI, Pinehurst, and AMS, partially offset by lower gross profits from JMB and Goldline.

For the year ended June 30, 2025, the Direct-to-Consumer segment's profit margin percentage decreased by 24.5 basis points to 5.476% from 5.721% in 2024. The decrease in the gross profit margin percentage was primarily due to our acquisition of a controlling interest in SGB and lower gross profit margin percentages of Goldline, partially offset by higher gross profit margin percentages of SGI and AMS.

Selling, General and Administrative Expense — Direct-to-Consumer

Selling, general, and administrative expenses for the year ended June 30, 2025 increased $36.5 million, or 86.1%, to $79.0 million from $42.5 million in 2024. The change was primarily due to: (i) an increase in compensation expense of $19.9 million, (ii) an increase in advertising costs of $7.0 million, (iii) higher consulting and professional fees of $4.0 million, (iv) an increase in bank service and credit card fees of $1.9 million, (v) an increase in facilities expenses of $1.4 million, (vi) an increase in insurance costs of $1.0 million, and (vii) an increase in information technology costs of $0.4 million. Selling, general and administrative expenses for the year ended June 30, 2025 include expenses incurred by SGB, SGI, Pinehurst, and AMS which were not included, or only partially included, in the same year-ago period, as these were not consolidated subsidiaries for the full period.

Depreciation and Amortization Expense — Direct-to-Consumer

Depreciation and amortization expense for the year ended June 30, 2025, increased $9.7 million, or 105.0%, to $19.0 million from $9.3 million in 2024 primarily due to an increase in amortization expense of $11.8 million relating to intangible assets acquired through our acquisition of a controlling interest in SGB and the acquisitions of SGI and AMS, an increase in depreciation expense of $1.1 million due to an increase in capital expenditures, partially offset by a $3.1 million decrease in JMB’s intangible asset amortization expense.

Interest expense — Direct-to-Consumer

Interest expense for the year ended June 30, 2025 decreased $0.6 million to $2.3 million from $2.8 million in 2024. The decrease is primarily related to the DTC segment's reduced product financing activity with the Wholesale & Ancillary Services segment.

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Results of Operations — Secured Lending Segment

The Company operates its Secured Lending segment through its wholly-owned subsidiaries, Collateral Finance Corporation, LLC ("CFC") and CFC Alternative Investments (“CAI”). AM Capital Funding, LLC (“AMCF”), previously a wholly-owned subsidiary of CFC, was formed for the issuance of certain notes, which were repaid in December 2023. AMCF was dissolved in June 2024.

Overview of Results of Operations for the Years Ended June 30, 2025 and 2024

— Secured Lending Segment

The operating results of our Secured Lending segment were as follows (in thousands, except performance metrics data):

(1)
Number of outstanding secured loans to customers at the end of the period.

Interest Income — Secured Lending

Interest income for the year ended June 30, 2025 decreased $0.8 million, or 6.7%, to $10.7 million from $11.4 million in 2024. The decrease in interest income earned from the segment’s secured loan portfolio was primarily due to lower average monthly loan balances as well as fewer loans outstanding. The number of secured loans outstanding decreased by 143, or 24.3% to 445 from 588 as of June 30, 2024.

Interest Expense — Secured Lending

Interest expense for the year ended June 30, 2025 decreased $2.2 million, or 26.1%, to $6.2 million from $8.4 million in 2024. The change was primarily due to: (i) a decrease of $1.1 million in connection with our Trading Credit Facility and (ii) a decrease of $1.0 million related to the AMCF Notes (including amortization of debt issuance costs) due to their repayment in December 2023.

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Selling, General and Administrative Expenses — Secured Lending

Selling, general, and administrative expenses for the year ended June 30, 2025 decreased $0.2 million, or 14.3%, to $1.2 million from $1.4 million in 2024. The change in selling, general, and administrative expenses was not significant.

NON-GAAP MEASURES

Adjusted net income before provision for income taxes

Overview

In addition to our results determined in accordance with U.S. GAAP, we believe the non-GAAP measure of “adjusted net income before provision for income taxes” is useful in evaluating our operating performance. We use this financial measure to present our pre-tax earnings from core business operations. This measure does not have standardized definitions and is not prepared in accordance with U.S. GAAP. The items excluded from this financial measure may have a material impact on our financial results. Certain of those items are non-recurring, while others are non-cash in nature. Accordingly, this non-GAAP financial performance measure should be considered in addition to, and not as a substitute for or superior to, the comparable measures prepared in accordance with U.S. GAAP.

Reconciliation

We calculate this non-GAAP financial performance measure by eliminating from net income or loss before provision for income taxes the impact of items we do not consider indicative of our core operating performance. We eliminate the impact of the following items: (i) remeasurement gains or losses related to pre-existing equity interests, (ii) contingent consideration fair value adjustments, (iii) acquisition costs, (iv) amortization expenses related to intangible assets acquired, and (v) depreciation expense.

See below for the reconciliation of this non-GAAP financial performance measure to its most closely comparable U.S. GAAP measure on our financial statements (in thousands):