Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v2.4.1.9
Related Party Transactions
9 Months Ended
Mar. 31, 2015
Related Party Transactions [Abstract]  
Related Party Transactions
RELATED PARTY TRANSACTIONS
During the three and nine months ended March 31, 2015 and 2014, the Company made sales and purchases to various companies that have been determined to be "related parties" for certain purposes. The companies are as follows: Calzona Ventures, LLC ("Calzona"), Stack's-Bowers Numismatics, LLC ("Stack's Bowers"), Spectrum Numismatics International, Inc. (now doing business as Stack's Bowers) ("SNI"), and Teletrade Inc. (now doing business as Stack's Bowers) ("Teletrade"). All of such entities were consolidated by our Former Parent, SGI.
in thousands
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
March 31, 2015
 
March 31, 2014
March 31, 2015
 
March 31, 2014
 
 
Sales
 
Purchases
 
Sales
 
Purchases
 
Sales
 
Purchases
 
Sales
 
Purchases
 
Related Party Company
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Calzona
 
$

 
$

 
$
1,060

 
$
110

 
$
157

 
$

 
$
3,409

 
$
464

 
SNI (now doing business as Stack's Bower)
 

 

 
1,802

 
1,644

 
610

 
3,793

 
5,589

 
3,904

 
Stack's Bower
 
1,618

 
1,679

 
541

 
305

 
2,918

 
3,146

 
1,743

 
2,955

 
Teletrade (now doing business as Stack's Bowers)
 
747

 
61

 
764

 
188

 
1,762

 
1,339

 
1,863

 
1,673

 
Related party, total
 
$
2,365

 
$
1,740

 
$
4,167

 
$
2,247

 
$
5,447

 
$
8,278

 
$
12,604

 
$
8,996

 
As of March 31, 2015 and June 30, 2014, the Company's had related party receivables and payables balance as set forth below:
 in thousands
 
 
 
 
 
 
 
 
 
 
 
March 31, 2015
 
June 30, 2014
 
 
 
Receivables
 
Payable
 
Receivables
 
Payable
 
Related Party Company
 
 
 
 
 
 
 
 
 
Calzona
 
$

 
$

 
$

 
$
67

 
SNI (now doing business as Stack's Bowers)
 

 
10

 

 
72

 
Stack's Bowers
 
2,052

 

 
2,563

 

 
Teletrade (now doing business as Stack's Bowers)
 
19

 

 

 
133

 
SGI (Former Parent)
 
4,092

 

 
3,289

 

 
Related party, total
 
$
6,163

 
10

 
$
5,852

 
$
272

 


Secured Loans to Related Parties
On June 18, 2014, CFC assumed the rights to a secured portfolio of short-term loan receivable totaling $2.6 million from Stack's Bowers (a related party for this purpose). As a result of the terms of this arrangement, the Company reflects this as a financing arrangement with this related party, secured by the transfer of the portfolio of short-term loan receivables, collateralized by numismatic and semi numismatic products. As of March 31, 2015, the aggregate carrying value of this loan was $0.0 million, which bore interest of 5.5% per annum. This secured loan was paid off in full, plus accrued interest, on August 19, 2014.

On October 9, 2014, CFC entered into a loan agreement and related documents with Stack’s Bower (a related party for this purpose), providing for a secured line of credit in the maximum principal amount of up to $16.0 million, bearing interest at a competitive rate per annum, which is at an interest rate midst the rates CFC charges its non-related parties. Advances under the line of credit are secured by numismatic and semi-numismatic products. As of March 31, 2015, the aggregate carrying value of this loan was $2.0 million (see Note 3).

Corporate Overhead Charges
During the nine months ended March 31, 2015 and 2014, the Company incurred $0.0 million and $0.5 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. 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). The Company records the accrual of secondment fees as a reduction to selling, general and administration expense.
Income Tax Sharing Obligations
The amounts receivable under the Company's income tax sharing obligation due from SGI, totaled $4.0 million, and $3.1 million as of March 31, 2015 and June 30, 2014, respectively, and is shown on the face of the condensed consolidated balance sheets as income taxes receivable from Former Parent (see Note 8).
Dividends Paid to Former Parent
During the nine months ended March 31, 2015 and 2014, the Company paid to SGI dividends totaling $0.0 million and $10.0 million, respectively, in regards to dividends declared prior to the spinoff.
Transaction with Board Member
In February 2015, A-M Global Logistics, LLC ("A-M Logistics"), a wholly owned subsidiary of the Company that was formed to operate the Company's logistics fulfillment center in Las Vegas, Nevada, entered into various agreements with W. A. Richardson Builders, LLC ("WAR"), for the buildout of and improvements to the Las Vegas premises. The amount involved under the WAR Contract is approximately $1.2 million, and A-M Logistics agreed to pay WAR a fee equal to 5.0% of the contract work, or approximately $0.1 million. The spouse of the Chairman of the Company's Audit Committee, Ellis Landau, is the majority owner and an executive officer of WAR.
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 $0.2 million and $0.2 million in selling, general and administrative expenses (royalty expense) during the nine months ended March 31, 2015 and 2014, respectively. The Company incurred $0.1 million and $0.0 million in royalty expense during the three months ended March 31, 2015 and 2014, respectively. The total amount due to the former owner of $0.2 million and $0.2 million are included in accrued liabilities as of March 31, 2015 and June 30, 2014, respectively.