Quarterly report [Sections 13 or 15(d)]

Related Party Transactions

v3.25.1
Related Party Transactions
9 Months Ended
Mar. 31, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Related parties include entities which the Company controls or has the ability to significantly influence, and entities which are under common control with the Company. Related parties also include persons who are affiliated with related entities or the Company who are in a position to influence corporate decisions (such as owners, executives, board members and their families). In the normal course of business, we enter into transactions with our related parties. In addition to our directors and officers, 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 SGI. The Company acquired SGI in February 2025, however, prior to February 2025, SGI and the Company had a common chief executive officer, and the chief executive officer and the general counsel of the Company constituted a majority of the board members of SGI.
2)
Solid Crossing Inc. ("Solid Crossing") and Wade Real Estate, LLC. SGB's corporate office space is leased from Solid Crossing, whose owners are affiliates of SGB. Pinehurst's primary office space is leased from Wade Real Estate, LLC, which is owned by the former majority owner of Pinehurst, who is a related party.
3)
Equity method investees. As of March 31, 2025, the Company had eight investments in privately-held entities which have been determined to be equity method investees and related parties.

Our related party transactions primarily include (i) sales and purchases of precious metals, (ii) financing activities, (iii) repurchase arrangements, (iv) hedging transactions, and (v) related party lease and construction arrangements. Below is a summary of our related party transactions. The amounts presented for each period reflect each entity’s related party status for that period.

Balances with Related Parties

Receivables and Payables, Net

Our related party net receivables and payables balances were as shown below (in thousands):

 

 

March 31, 2025

 

June 30, 2024

 

 

Receivables

 

Payables

 

Receivables

 

Payables

Stack's Bowers Galleries

 

$

 

 

 

$

 

 

 

$

729

 

 (1)

 

$

 

 

Equity method investees

 

 

8,378

 

(2)

 

 

6,448

 

 (3)

 

 

 

 

 

 

12,986

 

 (3)

Other

 

 

401

 

(2)

 

 

3,358

 

 (3)

 

 

 

 

 

 

8,449

 

 (3)

 

$

8,779

 

 

 

$

9,806

 

 

 

$

729

 

 

 

$

21,435

 

 

 

(1)
Balance includes trade receivables, secured loans receivables, and other receivables, net
(2)
Balance includes trade receivables and other receivables, net
(3)
Balance includes note payables, trade payables, and other payables, net

Operating Lease Right of Use Assets

As of March 31, 2025 and June 30, 2024, our related party right of use assets were $3.4 million and $2.0 million, respectively.

Property, Plant, and Equipment

AMGL entered into an agreement, effective as of July 1, 2024, with W.A. Richardson Builders, LLC (“WAR Construction”) to effectuate the build out of the Company’s Las Vegas logistics facility which has been completed. The majority owner and co-manager of WAR Construction is the spouse of a member of the Board of Directors of the Company, and the other co-manager is a 10% stockholder of the Company whose family members are minority owners of WAR Construction. The Company incurred costs of $0.4 million related to this agreement during the three months ended March 31, 2025, and $1.9 million during the nine months ended March 31, 2025.

Long-term Investments

As of March 31, 2025 and June 30, 2024, the aggregate carrying balance of the equity method investments was $38.1 million and $50.2 million, respectively. (See Note 10.)

Notes Payable

On April 1, 2021, CCP entered into a loan agreement ("CCP Note") with CFC, which provides CFC with up to $4.0 million to fund commercial loans secured by graded sports cards to its borrowers. All loans to be funded using the proceeds from the CCP Note are subject to CCP’s prior written approval. In March 2024, the expiration date for the CCP Note was amended to expire on April 1, 2026; the CCP Note may be further extended by mutual agreement. As of March 31, 2025 and June 30, 2024, the outstanding principal balance of the CCP Note was $4.0 million and $4.0 million, respectively.

In June 2024, SGB declared a $15.9 million dividend to existing shareholders based on certain levels of working capital. As of March 31, 2025, the dividend was paid in full, which included a dividend paid to the Company from SGB in September 2024 of $7.5 million. The remaining unpaid dividend of $0.0 million and $8.4 million due to the other shareholders as of March 31, 2025 and June 30, 2024, respectively, was recorded as a note payable by SGB.

In February 2025 in connection with the acquisition of Pinehurst, the Company assumed a promissory note with the former majority owner of Pinehurst for $3.1 million. This promissory note has a maturity date of August 1, 2026 and bears interest at a rate of 5% per annum. As of March 31, 2025, the outstanding principal balance of this promissory note was $3.1 million.

Share Repurchases

In November 2024, we repurchased 139,455 shares of our common stock from a related party for $4.2 million.

Activity with Related Parties

Sales and Purchases

Our sales and purchases with companies deemed to be related parties were as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

Nine Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

Stack's Bowers Galleries(1)

 

$

46,449

 

 

$

49,960

 

 

$

47,377

 

 

$

16,988

 

 

$

127,146

 

 

$

101,675

 

 

$

118,315

 

 

$

39,858

 

Equity method investees(2)

 

 

117,661

 

 

 

12,747

 

 

 

286,998

 

 

 

40,038

 

 

 

676,870

 

 

 

37,869

 

 

 

931,201

 

 

 

62,626

 

 

$

164,110

 

 

$

62,707

 

 

$

334,375

 

 

$

57,026

 

 

$

804,016

 

 

$

139,544

 

 

$

1,049,516

 

 

$

102,484

 

 

(1)
Includes sales and purchases activity with SGI and its subsidiaries prior to the Company acquiring SGI in February 2025.
(2)
Includes sales and purchases activity with SGB prior to the Company acquiring a majority ownership interest in SGB in June 2024 and with Pinehurst prior to the acquisition of the remaining outstanding equity interests of Pinehurst it did not previously own in February 2025.

Interest Income

We earned interest income from related parties as set forth below (in thousands):

 

 

 

Three Months Ended March 31,

 

 

Nine Months Ended March 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Interest income from secured loans receivables

 

$

17

 

 

$

24

 

 

$

192

 

 

$

24

 

Interest income from finance products and repurchase arrangements

 

 

1,987

 

 

 

2,560

 

 

 

6,633

 

 

 

7,702

 

 

$

2,004

 

 

$

2,584

 

 

$

6,825

 

 

$

7,726

 

Selling, General, and Administrative

The Company incurred selling, general, and administrative expense related to its related party leasing agreements and consulting agreements of $0.5 million and $66,000 during the three months ended March 31, 2025 and 2024, respectively, and $1.3 million and $90,000 during the nine months ended March 31, 2025 and 2024, respectively.

Interest Expense

The Company incurred interest expense related to its related party notes payable of $59,000 and $20,000 during the three months ended March 31, 2025 and 2024, respectively, and $152,000 and $32,000 during the nine months ended March 31, 2025 and 2024, respectively.

Equity Method Investments — Earnings, Dividends and Distributions Received

The Company's proportional share of our equity method investee's earnings (losses) totaled ($0.2) million and ($0.2) million during the three months ended March 31, 2025 and 2024, respectively, and ($2.1) million and $3.3 million, during the nine months ended March 31, 2025 and 2024, respectively.

The Company received dividend and distribution payments from our equity method investees that totaled, in the aggregate, $1.1 million and $0.1 million during the three months ended March 31, 2025 and 2024, respectively, and $1.2 million and $0.4 million during the nine months ended March 31, 2025 and 2024, respectively.

Other Income

The Company earned royalty and consulting services income from related parties that totaled $0.1 million and $0.4 million during the three months ended March 31, 2025 and 2024, respectively, and $0.8 million and $1.0 million during the nine months ended March 31, 2025 and 2024, respectively.

Transactions with Directors and Officers

Directors and officers of the Company engaged in transactions through A-Mark and/or its subsidiaries for an aggregate dollar value of $5.7 million and $0.1 million during the three months ended March 31, 2025 and 2024, respectively, and $8.0 million and $2.0 million during the nine months ended March 31, 2025 and 2024, respectively.