Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v3.22.2.2
Related Party Transactions
12 Months Ended
Jun. 30, 2022
Related Party Transactions [Abstract]  
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 presented periods:

1)
Stack’s Bowers Numismatics, LLC ("Stack's Bowers Galleries"). Stack's Bowers Galleries is a wholly-owned subsidiary of Spectrum Group International, Inc. ("SGI"). 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)
SilverTowne, L.P. Through March 31, 2021, SilverTowne L.P. was a noncontrolling owner of AMST, and all subsequent transactions with it are considered to be activity with an unrelated third-party.
3)
Equity method investees. As of June 30, 2022, the Company has four investments in privately-held entities, each of which has been determined to be an equity method investee and a related party.

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. The amounts presented for each period were based on each entity’s related party status for that period.

Balances with Related Parties

Receivables and Payables, Net

As of June 30, 2022 and June 30, 2021, the Company had related party receivables and payables balances as set forth below:

 

in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2022

 

 

 

June 30, 2021

 

 

 

Receivables

 

 

 

Payables

 

 

 

Receivables

 

 

 

Payables

 

Stack's Bowers Galleries

 

$

 

 

 

$

1,802

 

(1)

 

$

3,576

 

(2)

 

$

 

Equity method investees

 

 

3,060

 

(3)

 

 

173

 

 

 

 

10,693

 

(3)

 

 

84

 

 

 

$

3,060

 

 

 

$

1,975

 

 

 

$

14,269

 

 

 

$

84

 

 

(1)
Balance includes trade and other payables, net
(2)
Balance includes secured loan receivables and trade and other payables, net.
(3)
Balance primarily represents receivables, net (shown as components of receivables and derivative assets).

Secured Loans Receivable

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 (or "royalty income") equal to 10% of the net profits realized by Stack's Bowers Galleries on the ultimate sale of the products. The initial term of the loan was 180 days and has been extended for additional 180 day periods by mutual agreement. As of June 30, 2022 and June 30, 2021, the outstanding principal balance of this loan was $0.0 million and $3.0 million, respectively.

On March 4, 2022, CFC entered into a loan agreement with Stack's Bowers Galleries providing a secured line of credit based on the collateral value of Stack's Bowers Galleries' secured customers' notes. The loan bears interest at a competitive rate per annum, with a maximum borrowing line of $3.0 million. The initial term of the loan is 180 days may be extended for additional 180 periods by mutual agreement. As of June 30, 2022, the outstanding principal balance of this loan was $ 0.0 million.

Long-term Investments

As of June 30, 2022 and June 30, 2021, the aggregate carrying balance of the equity method investments was $70.6 million and $18.2 million respectively. (See Note 10.)

Long-term Other Assets

As of June 30, 2022, the fair value of the option to purchase an additional 27.6% ownership interest in Silver Gold Bull, Inc. was $5.3 million. This option was acquired in June 2022, in conjunction with the Company’s additional 40% ownership interest in Silver Gold Bull, Inc., and is exercisable between December 2023 and September 2024. (See Note 10.)

Activity with Related Parties

Sales and Purchases

During the years ended June 30, 2022 and 2021, the Company made sales and purchases to various companies, which have been deemed to be related parties, as follows:

 

in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended

 

 

 

June 30, 2022

 

 

June 30, 2021

 

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

 

Stack's Bowers Galleries

$

95,271

 

 

$

51,220

 

 

$

59,037

 

 

$

66,122

 

 

Equity method investees

 

756,583

 

 

 

48,529

 

 

 

1,622,199

 

(1)

 

17,020

 

(1)

SilverTowne L.P.

 

 

 

 

 

 

 

16,837

 

 

 

4,827

 

 

 

$

851,854

 

 

$

99,749

 

 

$

1,698,073

 

 

$

87,969

 

 

 

(1)
Includes sales and purchases activity with JMB, which the Company fully acquired in March 2021.

Interest Income

During the years ended June 30, 2022 and 2021, the Company earned interest income related to loans made to Stack's Bowers and from financing arrangements (including repurchase agreements) with affiliated companies, as set forth below:

 

in thousands

 

 

 

 

 

 

 

 

Years Ended

 

 

 

June 30,
2022

 

 

 

June 30,
2021

 

 

Interest income from secured loans receivables

$

155

 

 

 

$

249

 

 

Interest income from finance products and repurchase arrangements

 

6,668

 

 

 

 

8,042

 

(1)

 

$

6,823

 

 

 

$

8,291

 

 

 

(1)
Includes JMB’s interest income from the beginning of the period through the acquisition date.

Equity method investments — Earnings and Dividends Received

During the years ended June 30, 2022 and 2021, the Company's proportional share of our equity method investee's net income totaled $6.9 million and $15.5 million, respectively. As a result of our acquisition of JMB in March 2021, the Company no longer accounts for this subsidiary’s earnings under the equity method since the acquisition date, when it became a wholly-owned consolidated entity of the Company. For the year ended June 30, 2022, the Company accounted for JMB’s earnings as a wholly owned subsidiary in the Company’s consolidated results.

During the years ended June 30, 2022 and 2021, the Company received dividend payments that totaled, in the aggregate, $1.7 million and $0.3 million, respectively, from our equity method investees.

Other Income

During the years ended June 30, 2022 and 2021, the Company earned royalty income related to one of CFC's secured lending agreements with Stack's Bowers that totaled $2.2 million and $1.1 million, respectively.