Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v3.19.1
Related Party Transactions
9 Months Ended
Mar. 31, 2019
Related Party Transactions [Abstract]  
Related Party Transactions
RELATED PARTY TRANSACTIONS
Former Parent and its Subsidiaries
In addition to transactions with other affiliates as indicated below, the Company engages with Stack’s Bowers Numismatics LLC ("Stack's Bowers Galleries"), a wholly owned subsidiary of the Former Parent, in (i) sales and purchase transactions, and (ii) transactions in which the Company assists Stack’s Bowers Galleries in financing the purchase of rare coins and precious metals products, both through precious metal repurchase arrangements in which the Company receives a fee based upon the commodity value of the coins, and through loans to Stack’s Bowers Galleries from CFC secured by the coins or precious metal. The effect of these transactions is included in the following tables.
Balances with Affiliated Companies or Persons
As of March 31, 2019 and June 30, 2018, the Company had related party receivables and payables balances as set forth below:
 in thousands
 
 
 
 
 
 
 
 
 
 
 
March 31, 2019
 
June 30, 2018
 
 
 
Receivables
 
Payables
 
Receivables
 
Payables
 
Former Parent/Stack's Bowers Galleries
 
$
9,430

(1) 
$

 
$
13,240

 
$

 
Equity method investees
 
2,774

(2) 

 
900

 
920

 
SilverTowne
 
185

(3) 

 

 
242

 
Goldline Lenders(4)
 

 

 

 
7,710

 
 
 
$
12,389

 
$
0

 
14,140

 
$
8,872

 
 
 
 
 
 
 
 
 
 
 
_________________________________
 
(1) Balance principally includes two secured lines of credit with a balance of $4.5 million and $4.0 million (shown as a component of secured loans receivables) and trade receivables of $1.0 million. See "Secured Lines of Credit with Stack's Bowers Galleries", below.
 
(2) Balance primarily represents trade receivables, net (shown as a component of receivables).
 
(3) Balance primarily represents trade receivables, net (shown as a component of receivables).
 
(4) Principal balance of the Goldline Credit Facility of $7.5 million was repaid in full on December 7, 2018 before the August 2020 maturity date. The principal payment included a 2% premium of $150,000. (See Note 14 for further details.)
 
 
 
 
 
 
 
 
 
 
 

Secured Lines of Credit with Stack's Bowers Galleries
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 March 31, 2019 and June 30, 2018, the aggregate carrying value of this loan was $4.5 million and $3.0 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 March 31, 2019 and June 30, 2018, the aggregate carrying value of this loan was $4.0 million and $9.5 million, respectively.
Long Term Debt Obligation with Goldline Lenders
On December 7, 2018, the Company repaid the $7.5 million principal amount outstanding under the Goldline Credit Facility to the Goldline Lenders in full.  Under the terms of the principal repayment, the applicable credit and related agreements have been terminated and none of the parties thereto has any further rights or obligations thereunder (see Note 14).
Activity with Affiliated Companies or Persons
Sales and Purchases Made to Affiliated Companies
During the three and nine months ended March 31, 2019 and 2018, the Company made sales and purchases to various companies, which have been deemed to be related parties, as follows:
in thousands
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
March 31, 2019
 
March 31, 2018
March 31, 2019
 
March 31, 2018
 
 
Sales
 
Purchases
 
Sales
 
Purchases
 
Sales
 
Purchases
 
Sales
 
Purchases
 
Former Parent/Stack's Bowers Galleries
 
$
4,417

 
$
3,924

 
$
12,189

 
$
211,120

 
$
23,505

 
$
21,883

 
$
24,686

 
$
214,661

 
Equity method investees
 
135,433

 
7,543

 
131,244

 
5,393

 
410,617

 
13,262

 
372,912

 
6,859

 
SilverTowne
 
2,537

 
121

 
5,101

 
699

 
11,218

 
1,498

 
12,384

 
7,078

 
 
 
$
142,387

 
$
11,588

 
$
148,534

 
$
217,212

 
$
445,340

 
$
36,643

 
$
409,982

 
$
228,598

 

Interest Income Earned from Affiliated Companies
During the three and nine months ended March 31, 2019 and 2018, the Company earned interest income related to loans made to Stack's Bowers Galleries and to financing arrangements (including repurchase agreements) with affiliated companies, as set forth below:
in thousands
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
March 31, 2019
 
March 31, 2018
 
March 31, 2019
 
March 31, 2018
 
Interest income from secured loans receivables
 
$
277

 
$
88

 
$
766

 
$
141

 
Interest income from finance products and repurchase arrangements
 
1,684

 
1,114

 
5,116

 
2,333

 
 
 
$
1,961

 
$
1,202

 
$
5,882

 
$
2,474

 
 
 
 
 
 
 
 
 
 
 

Interest Expense Incurred Related to Notes Payable and Long-Term Debt Obligation
During the three and nine months ended March 31, 2019 and 2018, the Company incurred interest expense (including debt amortization costs) related to the debt payable to SilverTowne and the Goldline Lenders, as set forth below:
in thousands
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
March 31, 2019
 
March 31, 2018
 
March 31, 2019
 
March 31, 2018
 
Interest expense incurred related to notes payable
 
$

 
$

 
$

 
$
4

 
Interest expense incurred related to long-term debt obligation
 

 
226

 
$
342

 
$
505

 
 
 
$

 
$
226

 
$
342

 
$
509

 
 
 
 
 
 
 
 
 
 
 

Other Income Earned from Equity Method Investee
During the three months ended March 31, 2019 and 2018, the Company recorded its proportional share of its equity method investees' net income as other income that total $374,000 and $99,000, respectively. During the nine months ended March 31, 2019 and 2018, the Company recorded its proportional share of its equity method investee's net income as other income that totalled $933,000 and $278,000, respectively. As of March 31, 2019 and June 30, 2018, the aggregate carrying balance of the equity method investments was $11.6 million and $8.4 million, respectively.
Other Expense Incurred with Goldline Lenders
On December 7, 2018, in connection $7.5 million payment of principal under the Goldline Credit Facility, the Goldline Lenders received a 2% ($150,000) premium (see Note 14).