UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 001-36347

GOLD.COM, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware (State of Incorporation) |
|
11-2464169 (IRS Employer I.D. No.) |
1550 Scenic Ave. Suite 150, Costa Mesa, California, 92626
(Address of principal executive offices) (Zip code)
(844) 455-4653
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
|
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.01 par value |
GOLD |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes. ☑ No. ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes. ☑ No. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large accelerated filer |
☐ |
|
Accelerated filer |
☑ |
|
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☐ |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes. ☐ No. ☑
As of May 1, 2026, the registrant had 28,474,036 shares of common stock, par value $0.01 per share outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GOLD.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except for share data)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
June 30, 2025 |
|
|
|
(unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash |
|
$ |
143,607 |
|
|
$ |
77,741 |
|
Receivables, net |
|
|
168,362 |
|
|
|
137,723 |
|
Derivative assets |
|
|
434,798 |
|
|
|
134,515 |
|
Secured loans receivable |
|
|
126,034 |
|
|
|
94,037 |
|
Inventories: |
|
|
|
|
|
|
Inventories |
|
|
1,319,449 |
|
|
|
794,812 |
|
Restricted inventories |
|
|
1,447,112 |
|
|
|
484,733 |
|
|
|
|
2,766,561 |
|
|
|
1,279,545 |
|
Income tax receivable |
|
|
1,759 |
|
|
|
4,575 |
|
Prepaid expenses and other assets |
|
|
27,213 |
|
|
|
15,359 |
|
Total current assets |
|
|
3,668,334 |
|
|
|
1,743,495 |
|
Operating lease right of use assets |
|
|
21,527 |
|
|
|
22,843 |
|
Property, plant, and equipment, net |
|
|
47,191 |
|
|
|
45,509 |
|
Goodwill |
|
|
243,735 |
|
|
|
228,650 |
|
Intangibles, net |
|
|
147,677 |
|
|
|
137,314 |
|
Long-term investments |
|
|
39,487 |
|
|
|
33,015 |
|
Other long-term assets |
|
|
6,122 |
|
|
|
4,605 |
|
Total assets |
|
$ |
4,174,073 |
|
|
$ |
2,215,431 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Liabilities on borrowed metals |
|
$ |
916,696 |
|
|
$ |
46,051 |
|
Product financing arrangements |
|
|
609,732 |
|
|
|
484,733 |
|
Accounts payable and other payables |
|
|
86,569 |
|
|
|
22,248 |
|
Deferred revenue and other advances (including amounts from related parties of $362,596 and $0 as of March 31, 2026 and June 30, 2025, respectively) |
|
|
1,404,036 |
|
|
|
426,904 |
|
Derivative liabilities |
|
|
47,166 |
|
|
|
96,177 |
|
Accrued liabilities |
|
|
51,130 |
|
|
|
34,021 |
|
Notes payable |
|
|
4,000 |
|
|
|
3,994 |
|
Total current liabilities |
|
|
3,119,329 |
|
|
|
1,114,128 |
|
Lines of credit |
|
|
98,000 |
|
|
|
345,000 |
|
Notes payable |
|
|
3,317 |
|
|
|
3,349 |
|
Deferred tax liabilities |
|
|
18,188 |
|
|
|
18,335 |
|
Other liabilities |
|
|
28,358 |
|
|
|
31,948 |
|
Total liabilities |
|
|
3,267,192 |
|
|
|
1,512,760 |
|
Commitments and contingencies |
|
|
|
|
|
|
Stockholders’ equity |
|
|
|
|
|
|
Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of March 31, 2026 or June 30, 2025 |
|
|
— |
|
|
|
— |
|
Common stock, par value $0.01; 40,000,000 shares authorized; 28,474,034 and 24,639,386 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively |
|
|
285 |
|
|
|
247 |
|
Additional paid-in capital |
|
|
328,356 |
|
|
|
184,998 |
|
Accumulated other comprehensive income |
|
|
125 |
|
|
|
212 |
|
Retained earnings |
|
|
518,550 |
|
|
|
464,059 |
|
Total Gold.com, Inc. stockholders’ equity |
|
|
847,316 |
|
|
|
649,516 |
|
Noncontrolling interests |
|
|
59,565 |
|
|
|
53,155 |
|
Total stockholders’ equity |
|
|
906,881 |
|
|
|
702,671 |
|
Total liabilities and stockholders’ equity |
|
$ |
4,174,073 |
|
|
$ |
2,215,431 |
|
See accompanying Notes to the Condensed Consolidated Financial Statements
GOLD.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except for share and per share data; unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
Nine Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
Revenues |
|
$ |
10,350,729 |
|
|
$ |
3,009,125 |
|
|
$ |
20,508,395 |
|
|
$ |
8,466,566 |
|
|
Cost of sales |
|
|
10,174,149 |
|
|
|
2,968,108 |
|
|
|
20,165,548 |
|
|
|
8,337,339 |
|
|
Gross profit |
|
|
176,580 |
|
|
|
41,017 |
|
|
|
342,847 |
|
|
|
129,227 |
|
|
Selling, general, and administrative expenses |
|
|
(78,035 |
) |
|
|
(33,404 |
) |
|
|
(197,641 |
) |
|
|
(85,775 |
) |
|
Depreciation and amortization expense |
|
|
(9,416 |
) |
|
|
(4,996 |
) |
|
|
(24,637 |
) |
|
|
(14,344 |
) |
|
Interest income |
|
|
6,817 |
|
|
|
6,722 |
|
|
|
18,177 |
|
|
|
20,603 |
|
|
Interest expense |
|
|
(19,030 |
) |
|
|
(12,951 |
) |
|
|
(47,883 |
) |
|
|
(33,301 |
) |
|
Earnings (losses) from equity method investments |
|
|
2,253 |
|
|
|
(222 |
) |
|
|
2,354 |
|
|
|
(2,054 |
) |
|
Other income, net |
|
|
4,623 |
|
|
|
1,171 |
|
|
|
7,106 |
|
|
|
1,832 |
|
|
Remeasurement loss on pre-existing equity interests |
|
|
— |
|
|
|
(7,043 |
) |
|
|
— |
|
|
|
(7,043 |
) |
|
Unrealized losses on foreign exchange |
|
|
(2,039 |
) |
|
|
(233 |
) |
|
|
(3,104 |
) |
|
|
(895 |
) |
|
Net income (loss) before provision for income taxes |
|
|
81,753 |
|
|
|
(9,939 |
) |
|
|
97,219 |
|
|
|
8,250 |
|
|
Income tax (expense) benefit |
|
|
(17,716 |
) |
|
|
1,231 |
|
|
|
(20,625 |
) |
|
|
(2,566 |
) |
|
Net income (loss) |
|
|
64,037 |
|
|
|
(8,708 |
) |
|
|
76,594 |
|
|
|
5,684 |
|
|
Net income (loss) attributable to noncontrolling interests |
|
|
4,550 |
|
|
|
(162 |
) |
|
|
6,410 |
|
|
|
(1,312 |
) |
|
Net income (loss) attributable to the Company |
|
$ |
59,487 |
|
|
$ |
(8,546 |
) |
|
$ |
70,184 |
|
|
$ |
6,996 |
|
|
Basic and diluted net income (loss) per share attributable to Gold.com, Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.17 |
|
|
$ |
(0.36 |
) |
|
$ |
2.74 |
|
|
$ |
0.30 |
|
|
Diluted |
|
$ |
2.09 |
|
|
$ |
(0.36 |
) |
|
$ |
2.65 |
|
|
$ |
0.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
27,360,200 |
|
|
|
23,646,100 |
|
|
|
25,609,800 |
|
|
|
23,275,000 |
|
|
Diluted |
|
|
28,404,400 |
|
|
|
23,646,100 |
|
|
|
26,446,600 |
|
|
|
24,118,100 |
|
|
See accompanying Notes to the Condensed Consolidated Financial Statements
GOLD.COM, 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 Gold.com, Inc. Stockholders' |
|
|
Non-controlling |
|
|
Total Stockholders’ |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
income (loss) |
|
|
Shares |
|
|
Amount |
|
|
Equity |
|
|
Interest |
|
|
Equity |
|
Balance, June 30, 2024 |
|
23,965,427 |
|
|
$ |
240 |
|
|
$ |
168,771 |
|
|
$ |
466,838 |
|
|
$ |
61 |
|
|
|
(1,012,036 |
) |
|
$ |
(28,277 |
) |
|
$ |
607,633 |
|
|
$ |
54,223 |
|
|
$ |
661,856 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,984 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,984 |
|
|
|
(566 |
) |
|
|
8,418 |
|
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
320 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
320 |
|
|
|
— |
|
|
|
320 |
|
Cumulative translation adjustment, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
106 |
|
|
|
— |
|
|
|
— |
|
|
|
106 |
|
|
|
— |
|
|
|
106 |
|
Exercise of share-based awards |
|
230,668 |
|
|
|
2 |
|
|
|
3,279 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,281 |
|
|
|
— |
|
|
|
3,281 |
|
Dividends declared |
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
(9,266 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,264 |
) |
|
|
— |
|
|
|
(9,264 |
) |
Balance, September 30, 2024 |
|
24,196,095 |
|
|
|
242 |
|
|
|
172,372 |
|
|
|
466,556 |
|
|
|
167 |
|
|
|
(1,012,036 |
) |
|
|
(28,277 |
) |
|
|
611,060 |
|
|
|
53,657 |
|
|
|
664,717 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,558 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,558 |
|
|
|
(584 |
) |
|
|
5,974 |
|
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
307 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
307 |
|
|
|
— |
|
|
|
307 |
|
Cumulative translation adjustment, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(114 |
) |
|
|
— |
|
|
|
— |
|
|
|
(114 |
) |
|
|
— |
|
|
|
(114 |
) |
Net settlement of share-based awards |
|
4,638 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
Repurchases of common stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(30,057 |
) |
|
|
(875 |
) |
|
|
(875 |
) |
|
|
— |
|
|
|
(875 |
) |
Repurchases of common stock from related party |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(139,455 |
) |
|
|
(4,219 |
) |
|
|
(4,219 |
) |
|
|
— |
|
|
|
(4,219 |
) |
Balance, December 31, 2024 |
|
24,200,733 |
|
|
|
243 |
|
|
|
172,679 |
|
|
|
473,114 |
|
|
|
53 |
|
|
|
(1,181,548 |
) |
|
|
(33,371 |
) |
|
|
612,718 |
|
|
|
53,073 |
|
|
|
665,791 |
|
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,546 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,546 |
) |
|
|
(162 |
) |
|
|
(8,708 |
) |
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
349 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
349 |
|
|
|
— |
|
|
|
349 |
|
Common stock issued for acquisition |
|
423,234 |
|
|
|
4 |
|
|
|
11,499 |
|
|
|
(1,256 |
) |
|
|
— |
|
|
|
1,181,548 |
|
|
|
33,371 |
|
|
|
43,618 |
|
|
|
— |
|
|
|
43,618 |
|
Noncontrolling ownership interest acquisition |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
408 |
|
|
|
408 |
|
Cumulative translation adjustment, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40 |
|
|
|
— |
|
|
|
— |
|
|
|
40 |
|
|
|
— |
|
|
|
40 |
|
Net settlement of share-based awards |
|
769 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Dividends declared |
|
— |
|
|
|
— |
|
|
|
2 |
|
|
|
(4,629 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,627 |
) |
|
|
— |
|
|
|
(4,627 |
) |
Balance, March 31, 2025 |
|
24,624,736 |
|
|
$ |
247 |
|
|
$ |
184,529 |
|
|
$ |
458,683 |
|
|
$ |
93 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
643,552 |
|
|
$ |
53,319 |
|
|
$ |
696,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2025 |
|
24,639,386 |
|
|
$ |
247 |
|
|
|
184,998 |
|
|
$ |
464,059 |
|
|
$ |
212 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
649,516 |
|
|
$ |
53,155 |
|
|
$ |
702,671 |
|
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(939 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(939 |
) |
|
|
(32 |
) |
|
|
(971 |
) |
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
375 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
375 |
|
|
|
— |
|
|
|
375 |
|
Cumulative translation adjustment, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6 |
) |
|
|
— |
|
|
|
— |
|
|
|
(6 |
) |
|
|
— |
|
|
|
(6 |
) |
Exercise of share-based awards |
|
5,000 |
|
|
|
— |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6 |
|
|
|
— |
|
|
|
6 |
|
Dividends declared |
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
(4,983 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,980 |
) |
|
|
— |
|
|
|
(4,980 |
) |
Balance, September 30, 2025 |
|
24,644,386 |
|
|
|
247 |
|
|
|
185,382 |
|
|
|
458,137 |
|
|
|
206 |
|
|
|
— |
|
|
|
— |
|
|
|
643,972 |
|
|
|
53,123 |
|
|
|
697,095 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,636 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,636 |
|
|
|
1,892 |
|
|
|
13,528 |
|
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
463 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
463 |
|
|
|
— |
|
|
|
463 |
|
Common stock issued for acquisition |
|
33,440 |
|
|
|
— |
|
|
|
864 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
864 |
|
|
|
— |
|
|
|
864 |
|
Cumulative translation adjustment, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
— |
|
|
|
18 |
|
Exercise of share-based awards |
|
217,183 |
|
|
|
2 |
|
|
|
1,836 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,838 |
|
|
|
— |
|
|
|
1,838 |
|
Net settlement of share-based awards |
|
1,983 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Dividends declared |
|
— |
|
|
|
— |
|
|
|
4 |
|
|
|
(4,985 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,981 |
) |
|
|
— |
|
|
|
(4,981 |
) |
Balance, December 31, 2025 |
|
24,896,992 |
|
|
|
249 |
|
|
|
188,549 |
|
|
|
464,788 |
|
|
|
224 |
|
|
|
— |
|
|
|
— |
|
|
|
653,810 |
|
|
|
55,015 |
|
|
|
708,825 |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
59,487 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
59,487 |
|
|
|
4,550 |
|
|
|
64,037 |
|
Share-based compensation |
|
— |
|
|
|
— |
|
|
|
505 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
505 |
|
|
|
— |
|
|
|
505 |
|
Common stock issued for acquisition |
|
593,438 |
|
|
|
6 |
|
|
|
20,348 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,354 |
|
|
|
— |
|
|
|
20,354 |
|
Common stock issued in private placement, net of offering costs |
|
2,840,449 |
|
|
|
28 |
|
|
|
117,595 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
117,623 |
|
|
|
— |
|
|
|
117,623 |
|
Cumulative translation adjustment, net of tax |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(99 |
) |
|
|
— |
|
|
|
— |
|
|
|
(99 |
) |
|
|
— |
|
|
|
(99 |
) |
Exercise of share-based awards |
|
134,852 |
|
|
|
2 |
|
|
|
1,703 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,705 |
|
|
|
— |
|
|
|
1,705 |
|
Net settlement of share-based awards |
|
8,303 |
|
|
|
— |
|
|
|
(344 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(344 |
) |
|
|
— |
|
|
|
(344 |
) |
Dividends declared |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,725 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,725 |
) |
|
|
— |
|
|
|
(5,725 |
) |
Balance, March 31, 2026 |
|
28,474,034 |
|
|
$ |
285 |
|
|
$ |
328,356 |
|
|
$ |
518,550 |
|
|
$ |
125 |
|
|
|
— |
|
|
$ |
— |
|
|
$ |
847,316 |
|
|
$ |
59,565 |
|
|
$ |
906,881 |
|
See accompanying Notes to the Condensed Consolidated Financial Statements
GOLD.COM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands; unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31, |
|
|
2026 |
|
|
2025 |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net income |
|
$ |
76,594 |
|
|
$ |
5,684 |
|
|
Adjustments to reconcile net income to net cash flows from operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
24,637 |
|
|
|
14,344 |
|
|
Amortization of loan cost |
|
|
3,891 |
|
|
|
2,846 |
|
|
Share-based compensation |
|
|
1,343 |
|
|
|
976 |
|
|
Remeasurement loss on pre-existing equity interests |
|
|
— |
|
|
|
7,043 |
|
|
Losses (earnings) from equity method investments |
|
|
(2,354 |
) |
|
|
2,054 |
|
|
Other |
|
|
(1,842 |
) |
|
|
(1,790 |
) |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
Receivables, net |
|
|
(20,632 |
) |
|
|
(55,625 |
) |
|
Secured loans made to affiliates |
|
|
— |
|
|
|
16 |
|
|
Derivative assets |
|
|
(286,696 |
) |
|
|
23,121 |
|
|
Income tax receivable |
|
|
2,816 |
|
|
|
(5,335 |
) |
|
Inventories |
|
|
(615,471 |
) |
|
|
(76,234 |
) |
|
Prepaid expenses and other assets |
|
|
(11,795 |
) |
|
|
(3,622 |
) |
|
Accounts payable and other payables |
|
|
61,671 |
|
|
|
(2,262 |
) |
|
Deferred revenue and other advances (including amounts from related parties of $362,596 and $0 during the nine months ended March 31, 2026 and 2025, respectively) |
|
|
966,756 |
|
|
|
106,588 |
|
|
Derivative liabilities |
|
|
(49,011 |
) |
|
|
59,410 |
|
|
Liabilities on borrowed metals |
|
|
108,443 |
|
|
|
12,231 |
|
|
Accrued liabilities |
|
|
(105,320 |
) |
|
|
(4,064 |
) |
|
Net cash provided by operating activities |
|
|
153,030 |
|
|
|
85,381 |
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Capital expenditures for property, plant, and equipment |
|
|
(9,208 |
) |
|
|
(6,780 |
) |
|
Acquisition of businesses, net of cash acquired |
|
|
(15,169 |
) |
|
|
(64,823 |
) |
|
Purchase of long-term investments |
|
|
(6,400 |
) |
|
|
— |
|
|
Purchase of intangible assets |
|
|
— |
|
|
|
(100 |
) |
|
Secured loans receivable, net |
|
|
(31,987 |
) |
|
|
26,555 |
|
|
Purchase of marketable securities |
|
|
— |
|
|
|
(2,549 |
) |
|
Proceeds from sale of marketable securities |
|
|
— |
|
|
|
4,213 |
|
|
Other |
|
|
(881 |
) |
|
|
23 |
|
|
Net cash used in investing activities |
|
|
(63,645 |
) |
|
|
(43,461 |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Product financing arrangements, net |
|
|
124,999 |
|
|
|
(12,936 |
) |
|
Dividends paid |
|
|
(15,602 |
) |
|
|
(13,883 |
) |
|
Borrowings under lines of credit |
|
|
2,992,500 |
|
|
|
1,483,000 |
|
|
Repayments under lines of credit |
|
|
(3,239,500 |
) |
|
|
(1,418,000 |
) |
|
Repayments on notes payable to related party |
|
|
— |
|
|
|
(8,367 |
) |
|
Net proceeds from the issuance of common stock |
|
|
117,624 |
|
|
|
— |
|
|
Repurchases of common stock |
|
|
— |
|
|
|
(901 |
) |
|
Repurchases of common stock from a related party |
|
|
— |
|
|
|
(4,219 |
) |
|
Debt funding issuance costs |
|
|
(2,641 |
) |
|
|
(4,186 |
) |
|
Proceeds from the exercise of share-based awards |
|
|
3,547 |
|
|
|
3,281 |
|
|
Payments for tax withholding related to net settlement of share-based awards |
|
|
(342 |
) |
|
|
— |
|
|
Other |
|
|
(4,104 |
) |
|
|
— |
|
|
Net cash (used in) provided by financing activities |
|
|
(23,519 |
) |
|
|
23,789 |
|
|
Net increase in cash |
|
|
65,866 |
|
|
|
65,709 |
|
|
Cash, beginning of period |
|
|
77,741 |
|
|
|
48,636 |
|
|
Cash, end of period |
|
$ |
143,607 |
|
|
$ |
114,345 |
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
Interest paid |
|
$ |
40,208 |
|
|
$ |
31,341 |
|
|
Income taxes paid |
|
$ |
17,951 |
|
|
$ |
9,819 |
|
|
Income taxes refunded |
|
$ |
137 |
|
|
$ |
270 |
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
Property, plant, and equipment acquired on account |
|
$ |
231 |
|
|
$ |
979 |
|
|
Common stock issued for acquisitions |
|
$ |
19,208 |
|
|
$ |
43,618 |
|
|
Loss on reissuance of treasury stock |
|
$ |
— |
|
|
$ |
1,256 |
|
|
Addition of right of use assets under lease obligations |
|
$ |
345 |
|
|
$ |
— |
|
|
Contingent consideration payable for acquisition of business |
|
$ |
5,200 |
|
|
$ |
700 |
|
|
See accompanying Notes to the Condensed Consolidated Financial Statements
GOLD.COM, INC. AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. DESCRIPTION OF BUSINESS
Basis of Presentation and Overview
The consolidated financial statements comprise those of Gold.com, Inc. (also referred to as "we", "us", and the "Company"), its consolidated subsidiaries, and its joint venture in which the Company has a controlling interest. Prior to December 2025, Gold.com, Inc. was operating as A-Mark Precious Metals, Inc.
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.
Spectrum Group International, LLC
In February 2025, we acquired 100% of the issued and outstanding equity interests of Spectrum Group International, Inc. ("SGI"), the parent of Stack’s-Bowers Numismatics LLC, d/b/a Stack’s Bowers Galleries ("Stack's Bowers Galleries"). Stack's Bowers Galleries is one of the world's largest rare coin and currency auction houses and a leading dealer specializing in numismatic and bullion products, and is the majority owner of Spectrum Wine, a global auctioneer, retailer, and storage provider of fine and rare wine. SGI's financial results attributable to its wholesale operations are included in our Wholesale Sales & Ancillary Services segment, and the financial results attributable to its auction and retail operations are included in our Direct-to-Consumer segment.
Total consideration to acquire SGI was $103.3 million, consisting of $46.0 million in cash and 1,671,654 shares of A-Mark common stock paid to the selling shareholders of SGI, repayment of debt obligations held by SGI as of the acquisition date of $11.0 million, $0.4 million related to the settlement of pre-existing payables due to A-Mark, and $0.4 million of noncontrolling interest in consolidated subsidiaries of SGI. 1,181,548 shares of the share consideration issued at the acquisition date were reissuances of our treasury stock. Of the share consideration, 66,872 shares are subject to a holdback to satisfy potential indemnification obligations, and will be issued, net of any claims, equally at the nine and 18 month anniversaries of the acquisition date.
Concurrently with the acquisition of SGI, we issued equity awards to key SGI management.
We incurred $1.7 million of transaction costs related to the acquisition of SGI, which are shown as a component of selling, general, and administrative expenses in our condensed consolidated statements of income. The financial results of SGI were included in our consolidated financial statements as of the acquisition date; these amounts were not material to our consolidated financial statements.