UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly period ended
Or
For the transition period from ______ to ______
Commission file number
ASSOCIATED CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| |
| |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
| |
| |
| (Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
| Class A Common Stock, par value $0.001 per share |
| AC |
| New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
| Large accelerated filer ☐ | Accelerated filer ☐ |
|
| | Smaller reporting company |
|
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2) Yes
Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practical date.
| Class |
| Outstanding at May 1, 2024 |
| Class A Common Stock, .001 par value |
| |
| Class B Common Stock, .001 par value |
| |
As of May 1, 2024, 2,450,852 shares of class A common stock and 18,950,571 shares of class B common stock were outstanding. GGCP, Inc., a private company controlled by the Company’s Executive Chairman, held 77,165 shares of class A common stock and indirectly held 18,423,741 shares of class B common stock. Other executive officers and directors of GGCP, Inc. held 29,866 and 176,758 shares of class A and class B common stock, respectively. In addition, there are 233,695 Phantom Restricted Stock Awards outstanding as of March 31, 2024.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
INDEX
|
|
|
Page |
| PART I. | FINANCIAL INFORMATION | |
|
|
|
|
| Item 1. |
Unaudited Condensed Consolidated Financial Statements: |
|
|
|
Condensed Consolidated Statements of Financial Condition (Unaudited) |
|
| Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
||
| Condensed Consolidated Statements of Equity and Redeemable Noncontrolling Interests (Unaudited) |
||
| Notes to the Condensed Consolidated Financial Statements (Unaudited): |
||
| Item 2. |
Management’s Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations |
|
|
|
|
|
| Item 3. |
||
|
|
|
|
| Item 4. |
||
|
|
|
|
| PART II. |
|
|
|
|
|
|
| Item 1. |
||
|
|
|
|
| Item 1A. | Risk Factors | 24 |
| Item 2. |
||
|
|
|
|
| Item 6. |
||
|
|
|
|
|
|
* Items other than those listed above have been omitted because they are not applicable.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
UNAUDITED
(Dollars in thousands, except per share data)
| March 31, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents (includes U.S. Treasury Bills with maturities of 3 months or less) | $ | $ | ||||||
| Investments in U.S. Treasury Bills with maturities greater than 3 months | ||||||||
| Investments in equity securities (includes GAMCO stock with a fair value of $ million and $ million, respectively) | ||||||||
| Investments in affiliated registered investment companies | ||||||||
| Investments in partnerships | ||||||||
| Receivable from brokers | ||||||||
| Receivable from brokers (cash held for real estate purchase) | ||||||||
| Investment advisory fees receivable | ||||||||
| Receivable from affiliates | ||||||||
| Income taxes receivable, including deferred tax assets, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | ||||||||
| Payable to brokers | $ | $ | ||||||
| Income taxes payable | ||||||||
| Compensation payable | ||||||||
| Securities sold, not yet purchased | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Total liabilities | ||||||||
| Redeemable noncontrolling interests | ||||||||
| Commitments and contingencies (Note 10) | ||||||||
| Equity: | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Class A Common Stock, $ par value; shares authorized; shares issued; and shares outstanding, respectively | ||||||||
| Class B Common Stock, $ par value; shares authorized; shares issued; outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Treasury stock, at cost ( and shares, respectively) | ( | ) | ( | ) | ||||
| Total equity | ||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | $ | ||||||
As of March 31, 2024 and December 31, 2023, certain balances include amounts related to a consolidated variable interest entity (“VIE”) and voting interest entity (“VOE”). See Note 4.
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(In thousands, except per share data)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Revenues |
||||||||
| Investment advisory and incentive fees |
$ | $ | ||||||
| Other revenues |
||||||||
| Total revenues |
||||||||
| Expenses |
||||||||
| Compensation |
||||||||
| Management fee |
||||||||
| Other operating expenses |
||||||||
| Total expenses |
||||||||
| Operating loss |
( |
) | ( |
) | ||||
| Other income/(expense) |
||||||||
| Net gain/(loss) from investments |
||||||||
| Interest and dividend income |
||||||||
| Interest expense |
( |
) | ( |
) | ||||
| Shareholder-designated contribution |
( |
) | ( |
) | ||||
| Total other income/(expense), net |
||||||||
| Income/(loss) before income taxes |
||||||||
| Income tax expense/(benefit) |
||||||||
| Income/(loss) before noncontrolling interests |
||||||||
| Income/(loss) attributable to noncontrolling interests |
||||||||
| Net income/(loss) attributable to Associated Capital Group, Inc.'s shareholders |
$ | $ | ||||||
| Net income/(loss) per share attributable to Associated Capital Group, Inc.'s shareholders: |
||||||||
| Basic |
$ | $ | ||||||
| Diluted |
$ | $ | ||||||
| Weighted average shares outstanding (in thousands): |
||||||||
| Basic |
||||||||
| Diluted |
||||||||
| Actual shares outstanding (in thousands) |
||||||||
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
(Dollars in thousands)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Net income/(loss) before noncontrolling interests |
$ | $ | ||||||
| Less: Comprehensive income/(loss) attributable to noncontrolling interests |
||||||||
| Comprehensive income/(loss) attributable to Associated Capital Group, Inc. |
$ | $ | ||||||
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS
UNAUDITED
(Dollars in thousands)
For the three months ended March 31, 2024
| Additional |
Redeemable |
|||||||||||||||||||||||
| Common |
Retained |
Paid-in |
Treasury |
Total |
Noncontrolling |
|||||||||||||||||||
| Stock |
Earnings |
Capital |
Stock |
Equity |
Interests |
|||||||||||||||||||
| Balance at December 31, 2023 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| Redemptions of noncontrolling interests |
( |
) | ||||||||||||||||||||||
| Net income/(loss) |
||||||||||||||||||||||||
| Purchases of treasury stock |
( |
) | ( |
) | ||||||||||||||||||||
| Balance at March 31, 2024 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
For the three months ended March 31, 2023
| Additional |
Redeemable |
|||||||||||||||||||||||
| Common |
Retained |
Paid-in |
Treasury |
Total |
Noncontrolling |
|||||||||||||||||||
| Stock |
Earnings |
Capital |
Stock |
Equity |
Interests |
|||||||||||||||||||
| Balance at December 31, 2022 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
| Redemptions of noncontrolling interests |
( |
) | ||||||||||||||||||||||
| Net income/(loss) |
||||||||||||||||||||||||
| Purchases of treasury stock |
( |
) | ( |
) | ||||||||||||||||||||
| Balance at March 31, 2023 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(Dollars in thousands)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Operating activities |
||||||||
| Net income/(loss) |
$ | $ | ||||||
| Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: |
||||||||
| Equity in net (gains)/losses from partnerships |
( |
) | ( |
) | ||||
| Depreciation and amortization |
||||||||
| Deferred income taxes |
( |
) | ||||||
| Donated securities |
||||||||
| Unrealized (gains)/losses on securities |
( |
) | ( |
) | ||||
| Realized (gains)/losses on sales of securities |
( |
) | ( |
) | ||||
| (Increase)/decrease in assets: |
||||||||
| Investments in trading securities |
( |
) | ||||||
| Investments in partnerships: |
||||||||
| Contributions to partnerships |
( |
) | ( |
) | ||||
| Distributions from partnerships |
||||||||
| Receivable from affiliates |
( |
) | ||||||
| Receivable from brokers |
( |
) | ||||||
| Investment advisory fees receivable |
||||||||
| Income taxes receivable |
( |
) | ||||||
| Other assets |
( |
) | ||||||
| Increase/(decrease) in liabilities: |
||||||||
| Payable to brokers |
||||||||
| Income taxes payable |
||||||||
| Compensation payable |
( |
) | ( |
) | ||||
| Accrued expenses and other liabilities |
( |
) | ( |
) | ||||
| Total adjustments |
( |
) | ||||||
| Net cash provided by/(used in) operating activities |
( |
) | ||||||
| Investing activities |
||||||||
| Purchases of securities |
( |
) | ( |
) | ||||
| Proceeds from sales of securities |
||||||||
| Return of capital on securities |
||||||||
| Net provided by/(used in) investing activities |
$ | ( |
) | $ | ( |
) | ||
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED (continued)
(Dollars in thousands)
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Financing activities |
||||||||
| Purchases of treasury stock |
$ | ( |
) | $ | ( |
) | ||
| Redemptions of redeemable noncontrolling interests |
( |
) | ( |
) | ||||
| Net cash used in financing activities |
( |
) | ( |
) | ||||
| Net (decrease)/increase in cash, cash equivalents and restricted cash |
( |
) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period |
||||||||
| Cash, cash equivalents and restricted cash at end of period |
$ | $ | ||||||
| Supplemental disclosures of cash flow information: |
||||||||
| Cash paid for interest |
$ | $ | ||||||
| Cash paid for taxes |
$ | $ | ||||||
| Reconciliation of Cash, cash equivalents and restricted cash at end of period: |
||||||||
| Cash and cash equivalents |
$ | $ | ||||||
| Cash held for real estate purchase included in receivable from brokers |
- | |||||||
| Cash included in receivable from brokers |
- | |||||||
| Restricted cash included in receivable from brokers |
||||||||
| Cash, cash equivalents and restricted cash |
$ | $ | ||||||
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2024
(UNAUDITED)
Unless we have indicated otherwise, or the context otherwise requires, references in this report to “Associated Capital Group, Inc.”, "Associated Capital", “AC Group”, “the Company”, “AC”, “we”, “us” and “our” or similar terms are to Associated Capital Group, Inc., its predecessors and its subsidiaries.
We are a Delaware corporation that provides alternative investment management, and we derive investment income/(loss) from proprietary investments of cash and other assets in our operating business.
Gabelli & Company Investment Advisors, Inc. (“GCIA”), a wholly-owned subsidiary of AC, and its wholly-owned subsidiary, Gabelli & Partners, LLC (“Gabelli & Partners”), collectively serve as general partners or investment managers to investment funds, including limited partnerships and offshore companies (collectively, “Investment Partnerships”) and separate accounts. We primarily manage assets across a range of risk and event arbitrage portfolios and in equity event-driven value strategies. The businesses earn management and incentive fees from their advisory activities. Management fees are largely based on a percentage of assets under management. Incentive fees are based on the percentage of the investment returns of certain clients’ portfolios. GCIA is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended.
AC Spin-off
On November 30, 2015, GAMCO Investors, Inc. (“GAMCO” or “GAMI”) distributed all the outstanding shares of each class of AC common stock on a pro rata
As part of the Spin-off, AC received
Basis of Presentation
The unaudited interim condensed consolidated financial statements of AC Group included herein have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP in the United States for complete financial statements. The unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of financial position, results of operations and cash flows of the Company for the interim periods presented and are not necessarily indicative of a full year’s results. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.
The interim condensed consolidated financial statements include the accounts of AC Group and its subsidiaries. All intercompany transactions and balances have been eliminated. The details on the impact of consolidating certain partnership entities on the condensed consolidated financial statements can be seen in Note 4. Investment Partnerships and Other Entities.
For the three months ended March 31, 2024 and 2023, there were no items related to other comprehensive income.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported on the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Recent Accounting Developments
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact that this guidance will have on the disclosures within our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements. The new standard will require enhanced disclosures about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period, including for companies with a single reportable segment. The standard is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024, and early adoption is permitted. We are currently evaluating the impact that this guidance will have on our consolidated financial statements and related disclosures.
The Company’s major revenue sources are as follows for the three months ended March 31, 2024 and 2023 (in thousands):
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Investment advisory and incentive fees | ||||||||
| Asset-based advisory fees | $ | $ | ||||||
| Performance-based advisory fees | ||||||||
| Sub-advisory fees | ||||||||
| Total investment advisory and incentive fees | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
Investments in securities at March 31, 2024 and December 31, 2023, consisted of the following (in thousands):
| March 31, 2024 | December 31, 2023 | |||||||||||||||
| Cost | Fair Value | Cost | Fair Value | |||||||||||||
| Debt - Trading Securities: | ||||||||||||||||
| U.S. Treasury Bills | $ | $ | $ | $ | ||||||||||||
| Equity Securities: | ||||||||||||||||
| Common stocks | ||||||||||||||||
| Mutual funds | ||||||||||||||||
| Other investments | ||||||||||||||||
| Total investments in equity securities | ||||||||||||||||
| Total investments in securities | $ | $ | $ | $ | ||||||||||||
Securities sold, not yet purchased at March 31, 2024 and December 31, 2023, consisted of the following (in thousands):
| March 31, 2024 | December 31, 2023 | |||||||||||||||
| Cost | Fair Value | Cost | Fair Value | |||||||||||||
| Common stocks | $ | $ | $ | $ | ||||||||||||
| Other investments | ||||||||||||||||
| Total securities sold, not yet purchased | $ | $ | $ | $ | ||||||||||||
Investments in affiliated registered investment companies at March 31, 2024 and December 31, 2023, consisted of the following (in thousands):
| March 31, 2024 | December 31, 2023 | |||||||||||||||
| Cost | Fair Value | Cost | Fair Value | |||||||||||||
| Closed-end funds | $ | $ | $ | $ | ||||||||||||
| Mutual funds | ||||||||||||||||
| Total investments in affiliated registered investment companies | $ | $ | $ | $ | ||||||||||||
4. Investment Partnerships and Other Entities
The Company is a general partner or co-general partner of various affiliated entities whose underlying assets consist primarily of marketable securities (“Affiliated Entities”). The Company had investments in Affiliated Entities totaling $
Investments in partnerships that are not required to be consolidated are accounted for using the equity method and are included in investments in partnerships on the condensed consolidated statements of financial condition. The Company reflects the equity in earnings of these Affiliated Entities and Unaffiliated Entities as net gain/(loss) from investments on the condensed consolidated statements of income.
Capital may generally be redeemed from Affiliated Entities on a monthly basis upon adequate notice as determined in the sole discretion of each entity’s investment manager. Capital invested in Unaffiliated Entities may generally be redeemed at various intervals ranging from monthly to annually upon notice of
Consolidated Entities
The following table reflects the net impact of the consolidated investment partnerships (“Consolidated Entities”) on the condensed consolidated statements of financial condition (in thousands):
| March 31, 2024 | ||||||||||||
| Prior to | Consolidated | |||||||||||
| Assets | Consolidation | Entities | As Reported | |||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Investments in U.S. Treasury Bills | ||||||||||||
| Investments in equity securities | ||||||||||||
| Investments in affiliated registered investment companies | ( | ) | ||||||||||
| Investments in partnerships | ( | ) | ||||||||||
| Receivable from brokers | ||||||||||||
| Investment advisory fees receivable | ( | ) | ||||||||||
| Other assets(1) | ||||||||||||
| Total assets | $ | $ | $ | |||||||||
| Liabilities, redeemable noncontrolling interests and equity | ||||||||||||
| Securities sold, not yet purchased | $ | $ | $ | |||||||||
| Payable to brokers and other liabilities(1) | ||||||||||||
| Redeemable noncontrolling interests | ||||||||||||
| Total equity | ||||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | $ | $ | |||||||||
| December 31, 2023 | ||||||||||||
| Prior to | Consolidated | |||||||||||
| Assets | Consolidation | Entities | As Reported | |||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Investments in U.S. Treasury Bills | ||||||||||||
| Investments in equity securities | ||||||||||||
| Investments in affiliated registered investment companies | ( | ) | ||||||||||
| Investments in partnerships | ( | ) | ||||||||||
| Receivable from brokers(1) | ||||||||||||
| Investment advisory fees receivable | ( | ) | ||||||||||
| Other assets(1) | ||||||||||||
| Total assets | $ | $ | $ | |||||||||
| Liabilities, redeemable noncontrolling interests and equity | ||||||||||||
| Securities sold, not yet purchased | $ | $ | $ | |||||||||
| Payable to brokers and other liabilities(1) | ||||||||||||
| Redeemable noncontrolling interests | ||||||||||||
| Total equity | ||||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | $ | $ | |||||||||
(1) Represents the summation of multiple assets and liabilities from the condensed consolidated statements of financial condition.
The following table reflects the net impact of the consolidated entities on the condensed consolidated statements of income (in thousands):
| Three Months Ended March 31, 2024 | ||||||||||||
| Prior to | Consolidated | |||||||||||
| Consolidation | Entities | As Reported | ||||||||||
| Total revenues | $ | $ | ( | ) | $ | |||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Total other income/(loss), net | ||||||||||||
| Income/(loss) before noncontrolling interests | ||||||||||||
| Income/(loss) attributable to noncontrolling interests, net of taxes | ||||||||||||
| Net income/(loss) | $ | $ | $ | |||||||||
| Three Months Ended March 31, 2023 | ||||||||||||
| Prior to | Consolidated | |||||||||||
| Consolidation | Entities | As Reported | ||||||||||
| Total revenues | $ | $ | ( | ) | $ | |||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Total other income/(loss), net | ( | ) | ||||||||||
| Income/(loss) before noncontrolling interests | ||||||||||||
| Income/(loss) attributable to noncontrolling interests, net of taxes | ||||||||||||
| Net income/(loss) | $ | $ | $ | |||||||||
Variable Interest Entity
We have
The following table presents the balances related to the VIE that is consolidated and included on the condensed consolidated statements of financial condition as well as the Company’s net interest in that VIE (in thousands):
| March 31, 2024 | December 31, 2023 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments in equity securities | ||||||||
| Receivable from brokers | ||||||||
| Accrued expenses and other liabilities (1) | ( | ) | ( | ) | ||||
| Redeemable noncontrolling interests | ( | ) | ( | ) | ||||
| AC Group's net interests in the consolidated VIE | $ | $ | ||||||
(1) Represents the summation of multiple liabilities from the condensed consolidated statements of financial condition.
Voting Interest Entity
We have one investment partnership that is consolidated as a VOE as of March 31, 2024 and December 31, 2023 because AC has a controlling interest in the entity. This resulted in the consolidation of $
Equity Method Investments
The Company’s equity method investments include investments in partnerships and offshore funds. The Company evaluates each of its equity method investments to determine if any are significant as defined in the regulations applicable to smaller reporting companies promulgated by the SEC. As of and for the three months ended March 31, 2024, no individual equity method investment held by the Company met the significance criteria. As such, the Company is not required to present summarized income statement information for any of its equity method investments.
Accounting Standards Codification Topic 820, Fair Value Measurement (ASC 820) specifies a hierarchy of valuation classifications based on whether the inputs to the valuation techniques used in each valuation classification are observable or unobservable. These classifications are summarized in the three broad levels listed below:
| • | Level 1 - Unadjusted quoted prices for identical instruments in active markets. |
| • | Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable. |
| • | Level 3 - Valuations derived from valuation techniques in which significant inputs or significant value drivers are unobservable. |
Inputs used to measure fair value might fall in different levels of the fair value hierarchy, in which case the Company defaults to the lowest level input that is significant to the fair value measurement in its entirety. These levels are not necessarily an indication of the risk or liquidity associated with the investments.
The following tables present assets and liabilities measured at fair value on a recurring basis, unless otherwise noted, as of the dates specified (in thousands):
| March 31, 2024 | ||||||||||||||||
| Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||
| Investments in securities (including GAMCO stock): | ||||||||||||||||
| Trading - U.S. Treasury Bills | ||||||||||||||||
| Common stocks | ||||||||||||||||
| Mutual funds | ||||||||||||||||
| Other | ||||||||||||||||
| Total investments in securities | ||||||||||||||||
| Investments in affiliated registered investment companies: | ||||||||||||||||
| Closed-end funds - equity securities | ||||||||||||||||
| Preferred securities issued by Closed-end funds (a) | ||||||||||||||||
| Mutual funds | ||||||||||||||||
| Total investments in affiliated registered investment companies | ||||||||||||||||
| Total investments held at fair value | ||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Common stocks | $ | $ | $ | $ | ||||||||||||
| Other | ||||||||||||||||
| Securities sold, not yet purchased | ||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||||
(a) These securities represent privately issued, puttable and callable preferred securities issued by affiliated closed-end funds.
| December 31, 2023 | ||||||||||||||||
| Assets | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||
| Investments in securities (including GAMCO stock): | ||||||||||||||||
| Trading - U.S. Treasury Bills | ||||||||||||||||
| Common stocks | ||||||||||||||||
| Mutual funds | ||||||||||||||||
| Other | ||||||||||||||||
| Total investments in securities | ||||||||||||||||
| Investments in affiliated registered investment companies: | ||||||||||||||||
| Closed-end funds - equity securities | ||||||||||||||||
| Preferred securities issued by Closed-end funds (a) | ||||||||||||||||
| Mutual funds | ||||||||||||||||
| Total investments in affiliated registered investment companies | ||||||||||||||||
| Total investments held at fair value | ||||||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Common stocks | $ | $ | $ | $ | ||||||||||||
| Other | ||||||||||||||||
| Securities sold, not yet purchased | ||||||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||||
(a) These securities represent privately issued, puttable and callable preferred securities issued by affiliated closed-end funds.
The following table presents additional information about assets measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:
| Three Months Ended March 31, | ||||||||
| Assets: | 2024 | 2023 | ||||||
| Beginning balance | $ | $ | ||||||
| Total gains/(losses) | ( | ) | ||||||
| Purchases | ||||||||
| Sales/return of capital | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
| Changes in net unrealized gain/(loss) included in Net gain/(loss) from investments related to Level 3 assets still held as of the reporting date | $ | $ | ( | ) | ||||
Total realized and unrealized gains and losses for Level 3 assets are reported in net gain/(loss) from investments in the condensed consolidated statements of income.
During the three months ended March 31, 2024 and 2023, there were no transfers into or out of Level 3.
The Company uses a discounted cash flow analysis when determining the fair value of privately issued preferred securities of affiliated closed-end funds that are categorized as Level 3. Projected cash flows in the discounted cash flow analysis represent the relevant security’s dividend rate plus the assumption of full principal repayment at the preferred security’s earliest available redemption date.
The significant unobservable input used in the fair value measurement of each of the Company’s investments in privately issued preferred securities of closed-end funds is the discount rate. The discount rate was determined using the interest rates of U.S. Treasury Bills that are held over a similar period as the preferred security. The discount rates used in the valuation of these investments as of March 31, 2024 ranged from
The Company uses the “market” approach as the valuation technique to value its investment in common stocks classified as Level 3, the investment has been valued using inputs from a transaction.
The effective tax rate (“ETR”) for the three months ended March 31, 2024 and March 31, 2023 was
At March 31, 2024 the Company had net deferred tax assets, before valuation allowance of approximately $
As of and for the periods ended March 31, 2024 and December 31, 2023, the Company has not identified any uncertain tax positions.
The Company remains subject to income tax examination by the IRS for the years through 2022 and state examinations for years after
Basic earnings per share is computed by dividing net income/(loss) attributable to our shareholders by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income/(loss) attributable to our shareholders by the weighted average number of shares, plus any potentially dilutive securities (if any), outstanding during the period.
The computations of basic and diluted net income/(loss) per share are as follows:
| Three Months Ended March 31, | ||||||||
| (In thousands, except per share amounts) | 2024 | 2023 | ||||||
| Income/(loss) before noncontrolling interests | $ | $ | ||||||
| Income/(loss) attributable to noncontrolling interests | ||||||||
| Net income/(loss) attributable to Associated Capital Group, Inc.'s shareholders | $ | $ | ||||||
| Weighted average number of shares outstanding - basic | ||||||||
| Weighted average number of shares outstanding - diluted | ||||||||
| Basic and Diluted EPS | $ | $ | ||||||
Voting Rights
The holders of Class A Common stock (“Class A Stock”) and Class B Common stock (“Class B Stock”) have identical rights except that holders of Class A Stock are entitled to vote per share, while holders of Class B Stock are entitled to votes per share on all matters to be voted on by shareholders in general. Holders of each share class, however, are not eligible to vote on matters relating exclusively to the other share class.
Stock Award and Incentive Plan
The Company’s Board of Directors periodically grants shares of Phantom Restricted Stock awards (“Phantom RSAs”). Under the terms of the grants, the Phantom RSAs vest
The Phantom RSAs are treated as a liability because cash settlement is required and compensation will be recognized over the vesting period. In determining the compensation expense to be recognized each period, the Company will re-measure the fair value of the liability at each reporting date taking into account the remaining vesting period attributable to each award and the current market value of the Company’s Class A Stock. In making these determinations, the Company will consider the impact of Phantom RSAs that have been forfeited prior to vesting (e.g., due to an employee termination). The Company has elected to consider forfeitures as they occur.
Based on the closing price of the Company’s Class A Stock on March 31, 2024 and December 31, 2023, the total liability recorded by the Company in compensation payable in our condensed consolidated statements of financial condition as of March 31, 2024 and December 31, 2023, with respect to the Phantom RSAs was $
The following table summarizes our stock-based compensation as well as unrecognized compensation for the three month periods ended March 31, 2024 and 2023, respectively. Stock-based compensation expense is included in compensation expense in the condensed consolidated statements of income (dollars in thousands, unless otherwise noted):
| Three Months Ended March 31, | ||||||||
| 2024 | 2023 | |||||||
| Stock-based compensation expense | $ | $ | ( | ) | ||||
| Remaining expense to be recognized, if all vesting conditions are met(1) | ||||||||
| Weighted average remaining contractual term (in years) | ||||||||
(1) Does not include an estimate for projected future dividends.
The following table summarizes Phantom RSA ("PRSA") activity:
| PRSAs | Weighted Average Grant Date Fair Value | |||||||
| Balance at December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Forfeited | ||||||||
| Vested | ||||||||
| Balance at March 31, 2024 | $ | |||||||
Stock Repurchase Program
In December 2015, the Board of Directors established a stock repurchase program authorizing the Company to repurchase up to
The following table presents the Company's stock repurchase activity and remaining authorization:
| For the period ended March 31, 2024: | Number of shares purchased | Average price per share | ||||||
| Remaining repurchase authorization December 31, 2023 | ||||||||
| Share repurchases under stock repurchase program (1) | ( | ) | $ | |||||
| Remaining repurchase authorization March 31, 2024 (2) | ||||||||
| For the period ended March 31, 2023: | ||||||||
| Remaining repurchase authorization December 31, 2022 | ||||||||
| Share repurchases under stock repurchase program (1) | ( | ) | $ | |||||
| Remaining repurchase authorization March 31, 2023 |
(1) Repurchases totaled $
(2) On February 6, 2024, the Board of Directors authorized the repurchase of an additional
Dividends
There were
At March 31, 2024 and December 31, 2023, goodwill on the condensed consolidated statements of financial condition includes $
10. Guarantees, Contingencies and Commitments
From time to time, the Company may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. We are also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the condensed consolidated financial statements include the necessary provisions for losses, if any, that the Company believes are probable and estimable. Furthermore, the Company evaluates whether losses exist which may be reasonably possible and will, if material, make the necessary disclosures. Management is not aware of any probable or reasonably possible losses.
The Company has also entered into arrangements with various other third parties, many of which provide for indemnification of the third parties against losses, costs, claims and liabilities arising from the performance of obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements and believes the likelihood of a claim being made is remote, and, therefore, no accrual has been made on the condensed consolidated financial statements.
From April 1, 2024 to May 14, 2024, the Company repurchased
On May 8, 2024, the Board of Directors declared a semi-annual dividend of $
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS (“MD&A”) OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
MD&A is provided as a supplement to, and should be read in conjunction with, the Company’s unaudited interim consolidated financial statements and accompanying notes thereto included in this Quarterly Report on Form 10-Q, as well as the Company’s audited annual financial statements included in our Form 10-K filed with the SEC on March 21, 2024 to help provide an understanding of our financial condition, changes in financial condition and results of operations. Unless the context otherwise requires, all references to “we,” “us,” “our,” “AC Group” or the “Company” refer collectively to Associated Capital Group, Inc., a holding company, and its subsidiaries through which our operations are actually conducted.
Overview
We are a Delaware corporation, incorporated in 2015, that provides alternative investment management services and operates a direct investment business that over time invests in businesses that fit our criteria. Additionally, we derive income from proprietary investments.
Alternative Investment Management
We conduct our investment management activities through our wholly-owned subsidiary Gabelli & Company Investment Advisers, Inc. (“GCIA”) and its wholly-owned subsidiary, Gabelli & Partners, LLC (“Gabelli & Partners”). GCIA is an investment adviser registered with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). GCIA and Gabelli & Partners together serve as general partners or investment managers to investment funds, including limited partnerships and offshore companies (collectively, “Investment Partnerships”) and separate accounts. We primarily manage assets across a range of risk and event arbitrage portfolios and in equity event-driven value strategies. The business earns management and incentive fees from its advisory activities. Management fees are largely based on a percentage of assets under management (“AUM”). Incentive fees are based on a percentage of the investment returns of certain client portfolios.
We manage assets on a discretionary basis and invest in a variety of U.S. and foreign securities mainly in the developed global markets. We primarily employ absolute return strategies with the objective of generating positive returns. We serve a wide variety of investors globally including private wealth management clients, corporations, corporate pension and profit-sharing plans, foundations and endowments, as well as serving as sub-advisor to certain third-party investment funds.
In merger arbitrage, the goal is to earn absolute positive returns. We introduced our first limited partnership, Gabelli Arbitrage (renamed Gabelli Associates Fund), in February 1985. Our typical investment process begins at the time of deal announcement, buying shares of the target at a discount to the stated deal terms, earning the spread until the deal closes, and reinvesting the proceeds in new deals in a similar manner. By owning a diversified portfolio of transactions, we mitigate the adverse impact of single deal-specific risks.
As the business and investor base expanded, we launched an offshore version in 1989. Building on our strengths in global event-driven value investing, several investment vehicles have been added to balance investors’ geographic, strategic and sector-specific needs. Today, we manage investments in multiple categories, including merger arbitrage, event-driven value and other strategies.
Proprietary Capital
Proprietary capital is earmarked for our direct investment business that invests in new and existing businesses, using a variety of techniques and structures. We launched our direct private equity and merchant banking activities in August 2017. The direct investment business is developing along several core pillars:
| ● |
Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fundless” sponsor. |
| ● |
Gabelli Principal Strategies Group, LLC (“GPS”) was created in December 2015 to pursue strategic operating initiatives broadly. |
Our direct investing efforts are organized to invest in various ways, including growth capital, leveraged buyouts and restructurings, with an emphasis on small and mid-sized companies. Our investment sourcing is across a variety of channels including direct owners, private equity funds, classic agents, and corporate carve outs (which are positioned for accelerated growth, as businesses seek to enhance shareholder value through financial engineering). The Company’s direct investing vehicles allow us to acquire companies and create long-term value with no pre-determined exit timetable.
We have a proprietary portfolio of cash and investments which we expect to use to invest primarily in funds that we will manage, provide seed capital for new products, expand our geographic presence, develop new markets and pursue strategic acquisitions and alliances.
Financial Highlights
The following is a summary of the Company’s financial performance for the quarters ended March 31, 2024 and 2023:
($000s except per share data or as noted)
| First Quarter |
||||||||
| 2024 |
2023 |
|||||||
| AUM - end of period (in millions) |
$ | 1,549 | $ | 1,799 | ||||
| AUM - average (in millions) |
$ | 1,556 | $ | 1,841 | ||||
| Net income/(loss) per share-basic and diluted |
$ | 0.64 | $ | 0.81 | ||||
| Book value per share at March 31 |
$ | 42.80 | $ | 41.30 | ||||
Condensed Consolidated Statements of Income
Investment advisory and incentive fees, which are based on the amount and composition of AUM in our funds and accounts, represent our largest source of revenues. Growth in revenues depends on good investment performance, which influences the value of existing AUM as well as contributes to higher investment and lower redemption rates and attracts additional investors while maintaining current fee levels. Growth in AUM is also dependent on being able to access various distribution channels, which is usually based on several factors, including performance and service. In light of the ongoing dynamics created by the conflict in the Middle East and the Russian invasion of Ukraine and their impact on the global economy and markets, we could experience higher volatility in the short-term returns of our funds.
Incentive fees generally consist of an incentive allocation on the absolute gain in a portfolio generally equating to 20% of the economic profit, as defined in the agreements governing the investment vehicle or account. We recognize such revenue only when the measurement period has been completed generally in December or at the time of an investor redemption.
Compensation includes variable and fixed compensation and related expenses paid to officers, portfolio managers, sales, trading, research and all other professional staff. Variable compensation is paid to sales personnel and portfolio management and may represent up to 55% of revenues.
Management fee expense is incentive-based compensation equal to 10% of adjusted aggregate pre-tax profits paid to the Executive Chair or his designees for his services pursuant to an employment agreement.
Other operating expenses include general and administrative operating costs.
Other income and expense includes net gains and losses from investments (which include both realized and unrealized gains and losses from securities and equity in earnings of investments in partnerships), interest and dividend income, and interest expense. Net gains and losses from investments are derived from our proprietary investment portfolio consisting of various public and private investments and from consolidated investment funds.
Net income attributable to noncontrolling interests represents the share of net income attributable to third-party limited partners of certain partnerships and offshore funds we consolidate. Please refer to Notes 1 and 4 in our condensed consolidated financial statements included elsewhere in this report.
Condensed Consolidated Statements of Financial Condition
We ended the first quarter of 2024 with approximately $879.4 million in cash and investments, net of securities sold, not yet purchased of $9.4 million. This includes $308.7 million of cash and cash equivalents; $86.7 million of U.S. Treasury obligations; $207.0 million of securities, net of securities sold, not yet purchased, including shares of GAMCO with a market value of $51.0 million; and $277.0 million invested in affiliated and third-party funds and partnerships, including investments in affiliated closed end funds which have a value of $55.9 million and more limited liquidity. Our financial resources provide flexibility to pursue strategic objectives that may include acquisitions, lift-outs, seeding new investment strategies, and co-investing, as well as shareholder compensation in the form of share repurchases and dividends.
Total shareholders’ equity was $916.9 million or $42.80 per share as of March 31, 2024, compared to $907.0 million or $42.11 per share as of December 31, 2023. Shareholders’ equity per share is calculated by dividing the total equity by the number of common shares outstanding. The increase in equity from the end of 2023 was largely attributable to income for the year to date period.
RESULTS OF OPERATIONS
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Revenues |
||||||||
| Investment advisory and incentive fees |
$ | 2,907 | $ | 2,411 | ||||
| Other revenues |
104 | 54 | ||||||
| Total revenues |
3,011 | 2,465 | ||||||
| Expenses |
||||||||
| Compensation |
3,820 | 3,570 | ||||||
| Management fee |
1,982 | 2,543 | ||||||
| Other operating expenses |
2,179 | 1,485 | ||||||
| Total expenses |
7,981 | 7,598 | ||||||
| Operating loss |
(4,970 | ) | (5,133 | ) | ||||
| Other income/(expense) |
||||||||
| Net gain/(loss) from investments |
16,794 | 20,511 | ||||||
| Interest and dividend income |
5,983 | 5,193 | ||||||
| Interest expense |
(83 | ) | (98 | ) | ||||
| Shareholder-designated contribution |
(69 | ) | (871 | ) | ||||
| Total other income/(expense), net |
22,625 | 24,735 | ||||||
| Income/(loss) before income taxes |
17,655 | 19,602 | ||||||
| Income tax expense/(benefit) |
3,798 | 1,580 | ||||||
| Income/(loss) before noncontrolling interests |
13,857 | 18,022 | ||||||
| Income/(loss) attributable to noncontrolling interests |
36 | 268 | ||||||
| Net income/(loss) attributable to Associated Capital Group, Inc.'s shareholders |
$ | 13,821 | $ | 17,754 | ||||
| Net income/(loss) per share attributable to Associated Capital Group, Inc.'s shareholders: |
||||||||
| Basic |
$ | 0.64 | $ | 0.81 | ||||
| Diluted |
$ | 0.64 | $ | 0.81 | ||||
| Weighted average shares outstanding (thousands): |
||||||||
| Basic |
21,500 | 21,970 | ||||||
| Diluted |
21,500 | 21,970 | ||||||
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Overview
Our operating loss for the quarter was $5.0 million compared to $5.1 million for the comparable quarter of 2023. Other income was $22.6 million in the 2024 quarter compared to $24.7 million in the prior year’s quarter. The Company recorded income tax expense in the current quarter of $3.8 million compared to $1.6 million in the prior year’s quarter. Consequently, our current quarter net income was $13.8 million, or $0.64 per diluted share, compared to $17.8 million, or $0.81 per diluted share, in the prior year’s comparable quarter.
Revenues
Total revenues in the first quarter were $3.0 million compared to $2.5 million in the first quarter of 2023. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage (the “SICAV”) were $1.7 million versus $1.1 million in the prior year period. All other revenues were $1.3 million compared to $1.4 million in the year-ago quarter.
Starting in December 2023, the SICAV revenue recognized by the Company for its services increased to 100% of the revenues received by Gabelli Funds, LLC. In turn, AC now pays the marketing expenses of the SICAV that were previously paid by Gabelli Funds and remits an admin fee to GAMCO for administrative services provided to the SICAV. This change better aligns the financial arrangements with the services rendered by each party.
Incentive fees are not recognized until the uncertainty surrounding the amount of variable consideration ends and the fee is crystalized, typically on an annual basis on December 31. There were no material unrecognized incentive fees for the quarters ended March 31, 2024 and 2023.
Expenses
Compensation, which includes variable compensation, salaries, bonuses and benefits, was $3.8 million and $3.6 million for the three month periods ended March 31, 2024 and 2023, respectively, primarily driven by higher stock-based compensation expense in 2024.
Management fee expense represents incentive-based and entirely variable compensation in the amount of 10% of income before management fee and income taxes and excluding the impact of consolidating entities and is payable to Mario J. Gabelli, Executive Chair, or his designee pursuant to his employment agreement. Management fee expense of $2.0 million was recorded for the three-month period ended March 31, 2024 compared to $2.5 million for the three-month period ended March 31, 2023.
Other operating expenses were $2.2 million during the three months ended March 31, 2024 compared to $1.5 million in the prior year's quarter driven primarily by marketing expenses on the newly realigned SICAV.
Other
Net gain/(loss) from investments is primarily related to the performance of our securities portfolio and investments in partnerships. Investment gains were $16.8 million in the 2024 quarter compared to $20.5 million in the comparable 2023 quarter.
Interest and dividend income increased to $6.0 million in the 2024 quarter from $5.2 million in the 2023 quarter primarily driven by increased interest income as a result of higher sustained interest rates in the 2024 quarter.
Shareholder-designated contributions in the 2024 quarter decreased to $0.1 million compared to $0.9 million in the prior year’s quarter, driven by timing of contributions.
Income taxes
The effective rate for the three months ended March 31, 2024 and March 31, 2023 was 21.5% and 8.1%, respectively. The difference in effective rate period over period is primarily driven by deferred tax benefits from a foreign investment which reduced the prior quarter's effective tax rate.
ASSETS UNDER MANAGEMENT
Our revenues are highly correlated to the level of assets under management and fees associated with our various investment products, rather than our own corporate assets. Assets under management, which are directly influenced by the level and changes of the overall equity markets, can also fluctuate through acquisitions, the creation of new products, and the addition of new accounts or the loss of existing accounts. Since various equity products have different fees, changes in our business mix may also affect revenues. At times, the performance of our equity products may differ markedly from popular market indices, and this can also impact our revenues.
Assets under management were $1.5 billion as of March 31, 2024 compared to $1.6 billion at December 31, 2023. The decrease from year-end was primarily attributable to investor outflows.
Assets Under Management (in millions)
| % Change From |
||||||||||||||||||||
| March 31, |
December 31, |
March 31, |
December 31, |
March 31, |
||||||||||||||||
| 2024 |
2023 |
2023 |
2023 |
2023 |
||||||||||||||||
| Merger Arbitrage(a) |
$ | 1,262 | $ | 1,312 | $ | 1,537 | (3.8 | )% | (17.9 | )% | ||||||||||
| Long/Short Value |
251 | 244 | 229 | 2.9 | 9.6 | |||||||||||||||
| Other |
36 | 35 | 33 | 2.9 | 9.1 | |||||||||||||||
| Total AUM |
$ | 1,549 | $ | 1,591 | $ | 1,799 | (2.6 | )% | (13.9 | )% | ||||||||||
(a) Includes $580, $621, and $812 of sub-advisory AUM related to GAMCO International SICAV - GAMCO Merger Arbitrage, $66, $69, and $68 of sub-advisory AUM related to Gabelli Merger Plus+ Trust Plc and $196, $240 and $187 of 100% U.S. Treasury Fund managed by GAMCO at March 31, 2024, December 31, 2023 and March 31, 2023, respectively.
Fund flows for the three months ended March 31, 2024 (in millions):
| December 31, 2023 |
Market Appreciation/ (Depreciation) |
Foreign Currency(1) |
Net Inflows/ (Outflows) |
March 31, 2024 |
||||||||||||||||
| Merger Arbitrage |
$ | 1,312 | $ | 4 | $ | (11 | ) | $ | (43 | ) | $ | 1,262 | ||||||||
| Long/Short Value |
244 | 7 | - | - | 251 | |||||||||||||||
| Other |
35 | 1 | - | - | 36 | |||||||||||||||
| Total AUM |
$ | 1,591 | $ | 12 | $ | (11 | ) | $ | (43 | ) | $ | 1,549 | ||||||||
(1) Reflects the impact of currency fluctuations of non-US dollar denominated classes of investment funds.
The majority of our AUM have calendar year-end measurement periods, and our incentive fees are primarily recognized in the fourth quarter. Assets under management decreased on a net basis by $42 million for the quarter ended March 31, 2024 due to net investor outflows of $43 million and the impact of currency fluctuations in non-US dollar denominated classes of investment funds of $11 million, partially offset by market appreciation of $12 million.
Liquidity and Capital Resources
Our principal assets consist of cash and cash equivalents; treasury securities; marketable securities, primarily equities, including 2.4 million shares of GAMCO; and interests in affiliated and third-party funds and partnerships. Although Investment Partnerships may be subject to restrictions as to the timing of distributions, the underlying investments of such Investment Partnerships are generally liquid, and the valuations of these products reflect that underlying liquidity.
Summary cash flow data is as follows (in thousands):
| Three Months Ended |
||||||||
| March 31, |
||||||||
| 2024 |
2023 |
|||||||
| Cash flows provided by (used in): |
||||||||
| Operating activities |
$ | (1,105 | ) | $ | 183,592 | |||
| Investing activities |
(663 | ) | (572 | ) | ||||
| Financing activities |
(4,306 | ) | (5,177 | ) | ||||
| Net (decrease)/increase in cash, cash equivalents and restricted cash |
(6,074 | ) | 177,843 | |||||
| Cash, cash equivalents and restricted cash at beginning of period |
347,057 | 221,269 | ||||||
| Cash, cash equivalents and restricted cash at end of period |
$ | 340,983 | $ | 399,112 | ||||
We require relatively low levels of capital expenditures and have a highly variable cost structure where costs increase and decrease based on the level of revenues we receive. Our revenues, in turn, are highly correlated to the level of AUM and to investment performance. We anticipate that our available liquid assets should be sufficient to meet our cash requirements as we build out our operating business. At March 31, 2024, we had cash and cash equivalents of $308.7 million, Investments in U.S. Treasury Bills of $86.7 million and $207.0 million of investments net of securities sold, not yet purchased of $9.4 million. Included in cash and cash equivalents as of March 31, 2024 is $11.4 million which is held by consolidated investment funds and may not be readily available for the Company to access.
Net cash used in operating activities was $1.1 million for the three months ended March 31, 2024. Operating cash flows in 2024 are driven by adjustments for noncash items, primarily gains on investments securities and partnership investments and deferred taxes of $14.0 million, $3.8 million of net decreases in securities, net contributions to investment partnerships of $0.5 million, offset partially by our net income of $13.9 million and $3.3 million of net receivables/payables. Net cash used in investing activities was $0.7 million primarily due to purchases of securities of $4.0 million, partially offset by proceeds from sales of securities of $2.7 million and return of capital on securities of $0.6 million. Net cash used in financing activities was $4.3 million resulting primarily from stock buyback payments of $3.9 million and redemptions of redeemable noncontrolling interests of $0.4 million.
Net cash provided by operating activities was $183.6 million for the three months ended March 31, 2023 due to $176.3 million of net decreases of securities and net distributions from investment partnerships, our net income of $18.0 million and $6.9 million of net receivables/payables, partially offset by $17.6 million of adjustments for noncash items, primarily gains on investments securities and partnership investments and deferred taxes. Net cash used in investing activities was $0.6 million primarily due to purchases of securities of $1.0 million, partially offset by return of capital on securities of $0.5 million. Net cash used in financing activities was $5.2 million resulting primarily from redemptions of redeemable noncontrolling interests of $3.2 million and stock buyback payments of $1.9 million.
Critical Accounting Policies and Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ significantly from those estimates. See Note 1 and the Company’s Critical Accounting Policies in Management’s Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations in AC’s 2023 Annual Report on Form 10-K filed with the SEC on March 21, 2024 for details on Critical Accounting Policies.
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
Smaller reporting companies are not required to provide the information required by this item.
ITEM 4. Controls and Procedures
Disclosure Controls and Procedures
As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of and for the period covered by this report.
Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting as defined by Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Forward-Looking Information
Our disclosure and analysis in this report contain some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation:
| • |
the adverse effect from a decline in the securities markets |
| • |
a decline in the performance of our products |
| • |
a general downturn in the economy |
| • |
changes in government policy or regulation |
| • |
changes in our ability to attract or retain key employees |
| • |
unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations |
We also direct your attention to any more specific discussions of risk contained in our Form 10 and other public filings. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements.
Currently, we are not subject to any legal proceedings that individually or in the aggregate involved a claim for damages in excess of 10% of our consolidated assets. From time to time, we may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. We are also subject to governmental or regulatory examinations or investigations. Examinations or investigations can result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the condensed consolidated financial statements include the necessary provisions for losses that we believe are probable and estimable. Furthermore, we evaluate whether there exist losses which may be reasonably possible and, if material, make the necessary disclosures. However, management believes such matters, both those that are probable and those that are reasonably possible, are not material to the Company’s condensed consolidated financial condition, operations, or cash flows at March 31, 2024. See also Note 10, Guarantees, Contingencies and Commitments, to the condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q.
Smaller reporting companies are not required to provide the information required by this item.
ITEM 2: Unregistered Sales of Equity Securities And Use Of Proceeds
The following table provides information for our repurchase of our Class A Stock during the quarter ended March 31, 2024:
| Period |
Total Number of Shares Repurchased |
Average Price Paid Per Share, net of Commissions |
Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs |
||||||||||||
| 01/01/24 - 01/31/24 |
24,701 | $ | 34.45 | 24,701 | 131,963 | |||||||||||
| 02/01/24 - 02/29/24 |
16,503 | 33.58 | 16,503 | 465,460 | (1) | |||||||||||
| 03/01/24 - 03/31/24 |
76,150 | 33.37 | 76,150 | 389,310 | ||||||||||||
| Totals |
117,354 | $ | 33.63 | 117,354 | ||||||||||||
(1): On February 6, 2024, the Board of Directors authorized the repurchase of an additional 350,000 shares.
| Exhibit Number |
Description of Exhibit |
|
|
|
|
|
| 2.1 |
||
|
|
|
|
| 3.1 |
||
|
|
|
|
| 3.2 |
||
|
|
|
|
| 4.1 |
||
|
|
|
|
| 4.2 |
||
|
|
|
|
| 10.1 |
||
|
|
|
|
| 10.2 |
||
|
|
|
|
| 10.3 |
||
|
|
|
|
| 10.4 |
||
|
|
|
|
| 10.5 |
||
|
|
|
|
| 10.6 |
||
|
|
|
|
| 10.7 |
||
|
|
|
|
| 10.8 |
||
|
|
|
|
| 31.1 |
| 31.2 |
||
| 32.1 |
||
|
|
|
|
| 32.2 |
||
|
|
|
|
| 97.1 | Associated Capital Group, Inc. Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company's Form 10-K dated December 31, 2023 filed with the Commission on March 21, 2024). | |
| 101.INS |
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
|
|
|
|
|
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ASSOCIATED CAPITAL GROUP, INC. |
|||||
| (Registrant) |
|
||||
|
|
|
|
|||
| By: |
/s/ Ian J. McAdams |
|
|||
| Name: |
Ian J. McAdams |
|
|||
| Title: |
Chief Financial Officer |
|
|||
|
|
|
|
|||
| Date: May 14, 2024 |
|
||||