Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v3.21.2
Related Party Transactions
12 Months Ended
Jun. 30, 2021
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)

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

 

3)

Equity method investees. As of June 30, 2021, the Company has four investments in privately-held entities, each of which each has been determined to be equity method investee.

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 June 30, 2021.

Balances with Related Parties

Receivables and Payables, Net

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

 

in thousands

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2021

 

 

 

June 30, 2020

 

 

 

Receivables

 

 

 

Payables

 

 

 

Receivables

 

 

 

Payables

 

Stack's Bowers Galleries

 

$

3,576

 

 

 

$

 

 

 

$

7,981

 

 

 

$

 

Equity method investees(2)

 

 

10,693

 

(1)

 

 

84

 

 

 

 

5,522

 

 

 

 

3,421

 

SilverTowne L.P.

 

 

 

 

 

 

36

 

 

 

 

77

 

 

 

 

 

 

 

$

14,269

 

 

 

$

120

 

 

 

$

13,580

 

 

 

$

3,421

 

 

(1)

Balance primarily represents receivables, net (shown as components of receivables and derivative assets).

(2)

As of June 30, 2021, the balance excludes the net receivables or payables of JMB, as a result of it becoming a consolidated entity of the Company as of March 19, 2021.  (See Note 1.)

Long-term Investments

As of June 30, 2021 and June 30, 2020, the aggregate carrying balance of the equity method investments was $18.2 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 June 30, 2021 and June 30, 2020, the outstanding principal balance of this loan was $0.0 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 June 30, 2021 and June 30, 2020, the outstanding principal balance of this loan was $3.0 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.  Effective October 1, 2020, A-Mark exercised its right to convert $1.0 million of the $3.5 million outstanding convertible revolving credit facility balance and exercised our right to repay in full borrower’s third-party loan, which totaled $5.8 million at the exercise date. Effective May 17, 2021, A-Mark exercised its right to convert the remaining $2.5 million outstanding convertible revolving credit facility balance to the borrower’s common stock.  As a result of the conversions, the Company currently owns 44.9% of borrower’s outstanding common stock.  As of June 30, 2021, and June 30, 2020, the carrying value of the convertible revolving credit facility was $0.0 million and $3.5 million, respectively. (See Note 2.)

 

Activity with Related Parties

Sales and Purchases

During the years ended June 30, 2021 and 2020, 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, 2021

 

 

June 30, 2020

 

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

Stack's Bowers Galleries

 

$

59,037

 

 

$

66,122

 

 

$

53,783

 

 

$

47,765

 

Equity method investees

 

 

1,622,199

 

(1)

 

17,020

 

(1)

 

1,094,195

 

 

 

31,847

 

SilverTowne L.P.

 

 

16,837

 

 

 

4,827

 

 

 

8,061

 

 

 

748

 

 

 

$

1,698,073

 

 

$

87,969

 

 

$

1,156,039

 

 

$

80,360

 

 

(1)

Includes sales and purchases with JMB through the Acquisition Date.

Interest Income

During the years ended June 30, 2021 and 2020, 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,

2021

 

 

 

June 30,

2020

 

Interest income from secured loans receivables

 

$

249

 

 

 

$

917

 

Interest income from finance products and repurchase arrangements

 

 

8,042

 

(1)

 

 

6,341

 

 

 

$

8,291

 

 

 

$

7,258

 

 

(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, 2021 and 2020, the Company recorded its proportional share of its equity method investee's net income as other income that totaled $15.5 million and $4.9 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 years ended June 30, 2021 and 2020, the Company received $0.3 million and $0.0 million, respectively, of dividend payments from an equity method investee.

Other Income

During the years ended June 30, 2021 and 2020, the Company earned royalty income related to one of CFC's secured lending agreements with Stack's Bowers that totaled $1.1 million and $0.6 million, respectively.