Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v3.2.0.727
Related Party Transactions
12 Months Ended
Jun. 30, 2015
Related Party Transactions [Abstract]  
Related Party Transactions
RELATED PARTY TRANSACTIONS
Sales and Purchases Made to Affiliated Companies
During the years ended June 30, 2015 and 2014, the Company made sales and purchases to various companies that had been under common control with A-Mark through the date of Distribution, and which have been deemed to be related parties as of June 30, 2015 and June 30, 2014.
in thousands
 
 
 
 
 
Years Ended June 30,
 
2015
 
2014
 
 
Sales
 
Purchases
 
Sales
 
Purchases
 
Related Party Company
 
 
 
 
 
 
 
 
 
Calzona Ventures, LLC
 
$
157

 
$

 
$
5,018

 
$
464

 
Stack's Bowers Numismatics, LLC
 
7,364

 
9,201

 
11,925

 
11,187

 
Related party, total
 
$
7,521

 
$
9,201

 
$
16,943

 
$
11,651

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

 
$

 
$

 
 
$
67

 
Stack's Bowers Numismatics, LLC
 
2

 
10

 
2,563

(1) 
 
205

 
SGI (Former Parent)
 
1,095

 

 
3,289

 
 

 
Related party, total
 
$
1,097

 
$
10

 
$
5,852

 
 
$
272

 
 
 
 
 
 
 
 
 
 
 
 
_________________________________
 
1) Includes a secured short-term loan receivable totaling $2.6 million bearing interest of 5.5% per annum, which was paid off in full, plus accrued interest, on August 19, 2014.
 


Secured Loans to Related Parties
On June 18, 2014, CFC assumed the rights to a secured portfolio of short-term loan receivables totaling $2.6 million from Stack's Bowers Numismatics, LLC (Stack's Bowers), a related party. The Company reflects this transaction as a financing arrangement with the related party, secured by the portfolio of short-term loan receivables collateralized by numismatic and semi numismatic products, and bearing interest at 5.5% per annum. As of June 30, 2015, the aggregate carrying value of this loan was $0.0 million. 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 with Stack’s Bowers 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. Advances under the line of credit were secured by numismatic and semi-numismatic products. This secured loan was paid off in full, plus accrued interest, on April 15, 2015. As of June 30, 2015, the aggregate carrying value of this loan was $0.0 million.
During the years ended June 30, 2015 and 2014, the Company earned approximately $229,000 and $3,000 in interest income related to loans that we made to Stack's Bowers.
Subsequent to fiscal 2015, on July 23, 2015, CFC entered into a loan agreement with Stack's Bowers providing a secured line of credit in the maximum principal amount of up to $2.5 million, bearing interest at a competitive rate per annum. The amount of the initial draw was $1.8 million, which has subsequently been partially repaid. The loan is secured by numismatic and semi-numismatic products.
Corporate Overhead Charges
During the years ended June 30, 2015 and 2014, the Company incurred $0.0 million and $0.5 million, respectively, of corporate overhead charges, which were payable monthly to SGI 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 SGI 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. During the years ended June 30, 2015 and 2014 the Company accrued $0.2 million and $0.2 million, respectively, of secondment fees related to secondment fees due by fiscal year end, which the Company recorded as a reduction to selling, general and administration expense. As of June 30, 2015 and June 30, 2014 the outstanding balance of secondment fees due from SGI was $0.0 million and $0.2 million, respectively.
Income Tax Sharing Obligations
The amounts receivable under the Company's income tax sharing obligation due from SGI, totaled $1.1 million, and $3.1 million as of June 30, 2015 and June 30, 2014, respectively, and is shown on the face of the consolidated balance sheets as income taxes receivable from Former Parent (see Note 9.)
Dividends Paid
During the year ended June 30, 2014, the Company paid to SGI dividends totaling $10.0 million, in regards to dividends declared prior to the spinoff. Following the spinoff, the Company initiated a cash dividend policy that calls for the payment of a quarterly cash dividend of $0.05 per common share (see Note 14.)
Transaction with Affiliate of Board Member
In February 2015, A-M Global Logistics, LLC ("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 was approximately $1.2 million, and Logistics paid 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 an owner and a managing member 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 $0.3 million and $0.2 million in selling, general and administrative expenses (royalty expense) during the years ended June 30, 2015 and 2014, respectively. The total amount due to the former owner of $0.3 million and $0.2 million are included in accrued liabilities as of June 30, 2015 and June 30, 2014, respectively.