Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v3.21.1
Related Party Transactions
9 Months Ended
Mar. 31, 2021
Related Party Transactions [Abstract]  
Related Party Transactions

13.

RELATED PARTY TRANSACTIONS

Related parties are entities that the Company controls or has the ability to significantly influence. Related parties also include persons who are affiliated with related entities or the Company who are in a position to influence corporate decisions (such as owners, executives, board members and their families).  In the normal course of business, we enter into transactions with our related parties. Below is a list of related parties with whom we have had significant transactions during the comparable periods:

 

1)

Stack’s Bowers Numismatics, LLC ("Stack's Bowers Galleries").  Stack's Bowers Galleries is a wholly-owned subsidiary of Spectrum Group International, Inc. ("SGI").  In March 2014, SGI distributed all of the shares of common stock of A-Mark to its stockholders, effecting a spinoff of A-Mark from SGI. As a result of this distribution the Company became a publicly traded company independent from SGI. SGI and the Company have a common chief executive officer, and the chief executive officer and the general counsel of the Company are board members of SGI..

 

2)

Silver Towne, L.P.  Through March 31, 2021, Silver Towne L.P. was non-controlling owner of AMST (i.e., the Company's minting operations).

 

3)

Equity method investees. As of March 31, 2021, the Company had three investments in privately held entities, each of which is customer of the Company. Two of the investees are precious metals retailers and the other a supplier of the Company. Depending on the entity, the Company may have one or more of the following in place: (i) an exclusive supplier agreement, subject to certain limitations; (ii) a product fulfillment services and storage agreement; and (iii) the right to appoint a director to the entity's board of directors.

Our related party transactions include (i) sales and purchases of precious metals (ii) financing activities (iii) repurchase arrangements, and (iv) hedging transactions.

Below is a summary of our related party transactions. Reported transactions from the comparable prior period have been updated, as needed, to include the balances and activity attributable to the related parties identified at March 31, 2021.

Balances with Related Parties

Receivables and Payables, Net

As of March 31, 2021 and June 30, 2020, the Company had related party receivables and payables balances as set forth below:

 

in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2021

 

 

 

June 30, 2020

 

 

 

Receivables

 

 

 

Payables

 

 

 

Receivables

 

 

 

Payables

 

Stack's Bowers Galleries

 

$

246

 

 

 

$

 

 

 

$

7,981

 

 

 

$

 

Equity method investees(2)

 

 

6,702

 

(1)

 

 

1

 

(1)

 

 

5,301

 

 

 

 

3,421

 

SilverTowne

 

 

144

 

(1)

 

 

 

 

 

 

77

 

 

 

 

 

 

 

$

7,092

 

 

 

$

1

 

 

 

$

13,359

 

 

 

$

3,421

 

 

 

(1)

Balance primarily represents receivables, net (shown as components of receivables, derivative assets and other long term assets). See "Other Long-term Assets” below.

 

(2)

As of March 31, 2021, the balance excludes the net receivables or payables of JMB, as a result of its becoming a consolidated entity of the Company as of March 19, 2021.  (See Note 1.)

Long-term Investments

As of March 31, 2021 and June 30, 2020, the aggregate carrying balance of the equity method investments was $12.4 million and $16.8 million, respectively (See Note 9).

Secured Loans Receivable

On September 19, 2017, CFC entered into a loan agreement with Stack's Bowers Galleries providing a secured line of credit, bearing interest at a competitive rate per annum, with a maximum borrowing line (subject to temporary increases) of $5.3 million. The loan is secured by precious metals and numismatic products. As of March 31, 2021 and June 30, 2020, the outstanding principal balance of this loan was $0.1 million and $0.7 million, respectively.

On March 1, 2018, CFC entered into a loan agreement with Stack's Bowers Galleries providing a secured line of credit on the wholesale value (i.e., the excess over the spot value of the metal), of numismatic products bearing interest at a competitive rate per annum, with a maximum borrowing line (subject to temporary increases) of $10.0 million. In addition to the annual rate of interest, the Company is entitled to receive a participation interest equal to 10% of the net profits realized by Stack's Bowers Galleries on the ultimate sale of the products. As of March 31, 2021 and June 30, 2020, the outstanding principal balance of this loan was $0.0 million and $8.0 million, respectively.

Other Long-term Assets

On September 19, 2019, the Company, as lender, entered into a convertible revolving credit facility with one of its privately-held customers (the borrower) that provides the borrower an aggregate principal amount of up to $4.0 million, bearing interest at 12.0% per annum.  The convertible revolving credit facility collateral includes all: (i) account receivables; (ii) inventory; (iii) fixed assets; (iv) intellectual property; (v) contract rights; and (vi) deposit accounts, in each case subordinated to an unrelated third-party lender’s security interest.  As of March 31, 2021 and June 30, 2020, the carrying value of the convertible revolving credit facility was $2.5 million and $3.5 million, respectively. (See Note 2.)

Activity with Related Parties

Sales and Purchases

During the three and nine months ended March 31, 2021 and 2020, the Company made sales and purchases to various companies, which have been deemed to be related parties, as follows:

 

in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31, 2021

 

 

March 31, 2020

 

 

March 31, 2021

 

 

March 31, 2020

 

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

Stack's Bowers Galleries

 

$

17,127

 

 

$

11,731

 

 

$

26,169

 

 

$

15,151

 

 

$

53,958

 

 

$

48,066

 

 

$

44,934

 

 

$

36,317

 

Equity method investees

 

 

591,740

 

(1)

 

4,829

 

(1)

 

331,405

 

 

 

7,325

 

 

 

1,463,857

 

(1)

 

12,701

 

(1)

 

684,955

 

 

 

28,651

 

SilverTowne L.P.

 

 

5,858

 

 

 

 

 

 

1,452

 

 

 

93

 

 

 

12,695

 

 

 

4,769

 

 

 

5,171

 

 

 

748

 

 

 

$

614,725

 

 

$

16,560

 

 

$

359,026

 

 

$

22,569

 

 

$

1,530,510

 

 

$

65,536

 

 

$

735,060

 

 

$

65,716

 

 

(1)

Includes sales made to or purchases bought from JMB from the beginning of the period through the Acquisition Date.

Interest Income

During the three and nine months ended March 31, 2021 and 2020, the Company earned interest income related to loans made to Stack's Bowers Galleries and to financing arrangements (including repurchase agreements) with affiliated companies, as set forth below:

 

in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

Nine Months Ended

 

 

 

March 31,

2021

 

 

 

March 31,

2020

 

 

 

March 31,

2021

 

 

 

March 31,

2020

 

Interest income from secured loans receivables

 

$

44

 

 

 

$

238

 

 

 

$

197

 

 

 

$

779

 

Interest income from finance products and repurchase arrangements

 

 

2,173

 

(1)

 

 

1,663

 

 

 

 

5,980

 

(1)

 

 

4,803

 

 

 

$

2,217

 

 

 

$

1,901

 

 

 

$

6,177

 

 

 

$

5,582

 

 

(1)

Includes JMB’s interest income earned starting from the beginning of the period through the Acquisition Date.

Other Income

During the three months ended March 31, 2021 and 2020, the Company recorded its proportional share of its equity method investees’ net income as other income that totaled $7.1 million and $0.3 million, respectively. During the nine months ended March 31, 2021 and 2020, the Company recorded its proportional share of its equity method investees’ net income as other income that totaled $13.9 million and $0.4 million, respectively. Note that due our acquisition of JMB, the Company recorded its proportional share of JMB’s net income through to the Acquisition Date.  Beginning on March 20, 2021, JMB’s results of operations were included in the Company’s consolidated results.

During the three months ended March 31, 2021 and 2020, the Company earned royalty income related to one of CFC's secured lending agreements with Stack's Bowers Galleries that totaled $340,000 and $186,000, respectively. During the nine months ended March 31, 2021 and 2020, the Company earned royalty income related to one of CFC's secured lending agreements with Stack's Bowers Galleries that totaled $904,000 and $275,000, respectively.