Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v2.4.0.8
Related Party Transactions
12 Months Ended
Jun. 30, 2014
Related Party Transactions [Abstract]  
Related Party Transactions
RELATED PARTY TRANSACTIONS
During the years ended June 30, 2014, 2013 and 2012, the Company made sales and purchases to the following companies in amounts set forth below. These companies and A-Mark were under common control (common ownership and management) through the date of Distribution and therefore the transactions constitute related party transactions. The companies: Calzona Ventures, LLC ("Calzona"), Spectrum Numismatics International, Inc. ("SNI"), Stack's-Bowers Numismatics, LLC ("Stack's Bower") and Teletrade Inc. ("Teletrade") are entities consolidated by our Former Parent, SGI. All except Calzona, which is considered a variable interest entity, are wholly-owned subsidiaries of SGI.
in thousands
 
 
 
 
 
 
Years Ended June 30,
 
2014
 
2013
 
2012
 
 
Sales
 
Purchases
 
Sales
 
Purchases
 
Sales
 
Purchases
Related Party Company
 
 
 
 
 
 
 
 
 
 
 
 
Calzona
 
$
5,018

 
$
464

 
$
1,362

 
$

 
$

 
$

SNI
 
7,179

 
5,977

 
7,527

 
2,211

 
7,970

 
10,426

Stack's Bower
 
2,241

 
3,356

 
3,363

 
4,270

 
3,680

 
4,231

Teletrade
 
2,505

 
1,854

 
11,486

 
1,652

 
899

 
176

Related party, total
 
$
16,943

 
$
11,651

 
$
23,738

 
$
8,133

 
$
12,549

 
$
14,833

As of June 30, 2014 and June 30, 2013, the Company's had related party receivables and payables balance as set forth below:
 in thousands
 
 
 
 
 
 
 
 
 
 
June 30,
 
2014
 
2013
 
 
 
Receivable
 
 
Payable
 
Receivable
 
Payable
 
Related Party Company
 
 
 
 
 
 
 
 
 
 
Calzona
 
$

 
 
$
67

 
$

 
$
171

 
SNI
 

 
 
72

 
104

 

 
Stack's Bower
 
2,563

(1) 
 

 
126

 

 
Teletrade
 

 
 
133

 

 
73

 
SGI (Former Parent)
 
3,289

 
 

 

 
9,520

 
Related party, total
 
$
5,852

 
 
$
272

 
$
230

 
$
9,764

 
____________________
(1) Includes a secured short-term loan receivable totaling $2.562 million bearing interest of 5.5% per annum, which was paid off in full, plus accrued interest, on August 19, 2014 (see Note 3).

Corporate Overhead Charges
During the years ended June 30, 2014, 2013 and 2012, the Company incurred $0.5 million, $0.8 million and $0.7 million, respectively, of corporate overhead charges, which were payable monthly to SNI based on the Former Parent's annual budget, and were included in selling, general and administrative expenses in the consolidated statements of income. As a result of the Distribution, this monthly obligation to SNI concluded.
Secondment Agreement Fees and Reimbursements
Under the terms of the Secondment Agreement, A-Mark has agreed to make Gregory N. Roberts, our Chief Executive Officer, and Carol Meltzer, our Executive Vice President, General Counsel and Secretary, available to SGI for the performance of specified management and professional services following the spinoff in exchange for an annual secondment fee and reimbursement of certain bonus payments. The Secondment Agreement will terminate on June 30, 2016 and is subject to earlier termination under certain circumstances (see Note 1). During the year ended June 30, 2014 the Company received $0.2 million from SGI related to secondment fees due by fiscal year end, which the Company recorded as a reduction to selling, general and administration expense.

Income Tax Sharing Obligations
The amounts payable under the Company's income tax sharing obligation payable to SGI, totaled $0.0 million, and $8.5 million as of June 30, 2014 and June 30, 2013, respectively, and is shown on the face of the consolidated balance sheets as income taxes payable to Former Parent. The amounts receivable under the Company's income tax sharing obligation due from SGI, totaled $3.1 million, and $0.0 million as of June 30, 2014 and June 30, 2013, respectively, and is shown on the face of the consolidated balance sheets as income taxes receivable from Former Parent (see Note 8).
Transactions with Directors and Officers
Executive compensation payable to SGI totaled $0.0 million and $1.0 million, respectively, as of June 30, 2014 and June 30, 2013, respectively, and is shown on the face of the consolidated balance sheets as payable to Former Parent.
Dividends Paid to Former Parent
During the years ended June 30, 2014 and 2013, the Company paid to SGI dividends totaling $10.0 million and $15.0 million, respectively, in regards to dividends declared prior to the spinoff. The Company has not made a determination regarding our policy on the payment of dividends following the spinoff.
Royalties to Former Owner
As part of the sales agreement dated July 1, 2005, a former owner of the Company receives a portion of the finance income earned with a specific customer through June 2015. The Company incurred $0.20 million, $0.30 million and $0.50 million in selling, general and administrative expenses (royalty expense) during the years ended June 30, 2014, 2013 and 2012, respectively. The total amount due to the former owner of $0.20 million and $0.31 million are included in accrued liabilities as of June 30, 2014 and June 30, 2013, respectively.