Quarterly report pursuant to Section 13 or 15(d)

Related Party Transactions

v3.24.3
Related Party Transactions
3 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

Related parties include entities which the Company controls or has the ability to significantly influence, and entities which are under common control with the Company. 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"). 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)
Solid Crossing Inc. ("Solid Crossing"). SGB's corporate office space is leased from Solid Crossing, whose owners are affiliates of SGB.
3)
Equity method investees. As of September 30, 2024, the Company had six investments in privately-held entities which have been determined to be equity method investees and related parties.

Our related party transactions primarily include (i) sales and purchases of precious metals, (ii) financing activities, (iii) repurchase arrangements, (iv) hedging transactions, and (v) related party lease arrangements. Below is a summary of our related party transactions. The amounts presented for each period reflect each entity’s related party status for that period.

Balances with Related Parties

Receivables and Payables, Net

Our related party net receivables and payables balances were as shown below (in thousands):

 

 

September 30, 2024

 

June 30, 2024

 

 

Receivables

 

Payables

 

Receivables

 

Payables

Stack's Bowers Galleries

 

$

5,166

 

 (1)

 

$

 

 

 

$

729

 

 (1)

 

$

 

 

Equity method investees

 

 

142

 

(2)

 

 

8,991

 

 (3)

 

 

 

 

 

 

12,986

 

 (3)

Other

 

 

 

 

 

 

6,769

 

 (3)

 

 

 

 

 

 

8,449

 

 (3)

 

$

5,308

 

 

 

$

15,760

 

 

 

$

729

 

 

 

$

21,435

 

 

 

(1)
Balance includes trade receivables, secured loans receivables, and other receivables, net
(2)
Balance includes trade receivables and other receivables, net
(3)
Balance includes note payables, trade payables, and other payables, net

Secured Loans Receivable

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 (or "royalty income") equal to 10% of the net profits realized by Stack's Bowers Galleries on the ultimate sale of the products. The initial term of the loan was 180 days; thereafter, the line of credit has been extended by additional consecutive 30-day periods by mutual agreement. As of September 30, 2024 and June 30, 2024, the outstanding principal balance of this loan was $4.8 million and $0.0 million, respectively.

On March 4, 2022, CFC entered into a loan agreement with Stack's Bowers Galleries providing a secured line of credit based on the collateral value of Stack's Bowers Galleries' secured customers' notes. The loan bears interest at a competitive rate per annum, with a maximum borrowing line of $3.0 million. The initial term of the loan was 180 days; thereafter, the line of credit has been extended by additional consecutive 180-day periods by mutual agreement. As of September 30, 2024 and June 30, 2024, the outstanding principal balance of this loan was $0.0 million and $0.0 million, respectively.

Operating Lease Right of Use Assets

As of September 30, 2024 and June 30, 2024, our related party right of use assets were $1.9 million and $2.0 million, respectively.

Long-term Investments

As of September 30, 2024 and June 30, 2024, the aggregate carrying balance of the equity method investments was $50.7 million and $50.2 million, respectively. (See Note 10.)

Other Long-term Assets

In June 2022, the Company acquired an option to purchase additional ownership interest in SGB. This option was partially exercised and modified in June 2024. The option is exercisable through September 2025. (See Note 1.)

Notes Payable

On April 1, 2021, CCP entered into a loan agreement ("CCP Note") with CFC, which provides CFC with up to $4.0 million to fund commercial loans secured by graded sports cards to its borrowers. All loans to be funded using the proceeds from the CCP Note are subject to CCP’s prior written approval. In March 2024, the expiration date for the CCP Note was amended to expire on April 1, 2026; the CCP Note may be further extended by mutual agreement. As of September 30, 2024 and June 30, 2024, the outstanding principal balance of the CCP Note was $4.0 million and $4.0 million, respectively.

In June 2024, SGB declared a $15.9 million dividend to existing shareholders based on certain levels of working capital. $9.2 million of the dividend was paid to certain shareholders in September 2024. The dividend paid to the Company from SGB in September 2024 was $7.5 million. The remaining unpaid dividend of $6.7 million and $8.4 million due to the other shareholders as of September 30, 2024 and June 30, 2024, respectively, was recorded as a note payable by SGB.

Activity with Related Parties

Sales and Purchases

Our sales and purchases with companies deemed to be related parties were as follows (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2024

 

 

2023

 

 

 

Sales

 

 

Purchases

 

 

Sales

 

 

Purchases

 

Stack's Bowers Galleries

 

$

45,457

 

 

$

33,847

 

 

$

40,183

 

 

$

6,539

 

Equity method investees(1)

 

 

274,840

 

 

 

13,305

 

 

 

345,350

 

 

 

12,452

 

 

$

320,297

 

 

$

47,152

 

 

$

385,533

 

 

$

18,991

 

 

(1)
Includes sales and purchases activity with SGB prior to the Company acquiring a majority ownership interest in SGB in June 2024.

Interest Income

We earned interest income from related parties as set forth below (in thousands):

 

 

 

Three Months Ended September 30,

 

 

 

2024

 

 

2023

 

Interest income from secured loans receivables

 

$

85

 

 

$

 

Interest income from finance products and repurchase arrangements

 

 

2,327

 

 

 

2,614

 

 

$

2,412

 

 

$

2,614

 

Selling, General, and Administrative

The Company incurred selling, general, and administrative expense related to its leasing agreements with Solid Crossing and Stack's Bowers Galleries and its consulting agreement with Cerberus Limited of $0.4 million and $12,000, during the three months ended September 30, 2024 and 2023, respectively.

Interest Expense

The Company incurred interest expense related to its note with CCP of $47,000 and $2,000 during the three months ended September 30, 2024 and 2023, respectively.

Equity Method Investments — Earnings, Dividends and Distributions Received

The Company's proportional share of our equity method investee's earnings was $0.6 million and $2.7 million during the three months ended September 30, 2024 and 2023, respectively.

The Company received dividend and distribution payments from our equity method investees that totaled, in the aggregate, $0.2 million and $0.3 million during the three months ended September 30, 2024 and 2023, respectively.

Other Income

The Company earned royalty and consulting services income from related parties that totaled $0.2 million and $0.3 million during the three months ended September 30, 2024 and 2023, respectively.

Foreign Currency Exchange Transactions with Related Person

Jeffrey D. Benjamin, A-Mark's Chairman of the Board, engaged in foreign currency transactions through A-Mark for an aggregate dollar value of $0.1 million and $0.1 million during the three months ended September 30, 2024 and 2023, respectively. The Company believes that all transactions were on an arms' length basis and on terms and conditions applicable to unaffiliated third parties.