Delaware
|
47-3965991
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
191 Mason, Greenwich, CT
|
06830
|
|
(Address of principal executive offices)
|
(Zip Code)
|
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
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
|
Emerging growth company ☒
|
Part I
|
|||
Item 1
|
4
|
||
7
|
|||
8
|
|||
8
|
|||
9
|
|||
12
|
|||
Item 1A
|
13
|
||
Item 1B
|
13
|
||
Item 2
|
13
|
||
Item 3
|
13
|
||
Item 4
|
13
|
||
Part II
|
|||
Item 5
|
13
|
||
Item 6
|
14
|
||
Item 7
|
14
|
||
Item 7A
|
22 | ||
Item 8
|
22 | ||
Item 9
|
55 | ||
Item 9A
|
55 | ||
Item 9B
|
56 | ||
Part III
|
|||
Item 10
|
56 | ||
Item 11
|
56 | ||
Item 12
|
56 | ||
Item 13
|
56 | ||
Item 14
|
56 | ||
Part IV
|
|||
Item 15
|
56
|
||
Item 16
|
58 | ||
59
|
|||
60
|
|||
Certifications
|
|||
December 31,
|
||||||||
2019
|
2018
|
|||||||
Event Merger Arbitrage
|
$
|
1,525
|
$
|
1,342
|
||||
Event-Driven Value (a)
|
132
|
118
|
||||||
Other (b)
|
59
|
60
|
||||||
Total (c)
|
$
|
1,716
|
$
|
1,520
|
|
(a) |
Excluding event merger arbitrage.
|
|
(b) |
Includes investment vehicles focused on private equity, merchant banking, non-investment-grade credit and capital structure arbitrage.
|
|
(c) |
Includes $259 and $214 of proprietary capital, respectively.
|
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
|
||||||||||||
10/01/19 - 10/31/19
|
7,110
|
$
|
36.39
|
7,110
|
1,108,220
|
|||||||||||
11/01/19 - 11/30/19
|
4,365
|
36.01
|
4,365
|
1,103,855
|
||||||||||||
12/01/19 - 12/31/19
|
9,499
|
37.50
|
9,499
|
1,094,356
|
||||||||||||
Totals
|
20,974
|
$
|
36.80
|
20,974
|
Year Ended December 31,
|
||||||||||||
2019
|
2018
|
% Change
|
||||||||||
Event Merger Arbitrage
|
$
|
1,525
|
$
|
1,342
|
14.2
|
|||||||
Event-Driven Value
|
132
|
118
|
11.6
|
|||||||||
Other
|
59
|
60
|
(1.7
|
)
|
||||||||
Total (a)
|
$
|
1,716
|
$
|
1,520
|
13.4
|
Beginning
|
Inflows
|
Outflows
|
Investment
Return
|
Ending
|
||||||||||||||||
Event Merger Arbitrage
|
$
|
1,342
|
$
|
368
|
$
|
(262
|
)
|
$
|
77
|
$
|
1,525
|
|||||||||
Event-Driven Value
|
118
|
8
|
(4
|
)
|
10
|
132
|
||||||||||||||
Other
|
60
|
-
|
(8
|
)
|
7
|
59
|
||||||||||||||
Total AUM
|
$
|
1,520
|
$
|
376
|
$
|
(274
|
)
|
$
|
94
|
$
|
1,716
|
Year Ended December 31,
|
Change
|
|||||||||||||||
2019
|
2018
|
$ |
|
%
|
||||||||||||
Investment advisory and incentive fees
|
$
|
22,148
|
$
|
14,409
|
$
|
7,739
|
53.7
|
|||||||||
Institutional research services
|
8,947
|
8,284
|
663
|
8.0
|
||||||||||||
Other revenues
|
170
|
86
|
84
|
97.7
|
||||||||||||
Total revenues
|
$
|
31,265
|
$
|
22,779
|
$
|
8,486
|
37.3
|
Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
Cash flows provided by (used in):
|
||||||||
Operating activities
|
$
|
(44,334
|
)
|
$
|
76,980
|
|||
Investing activities
|
(5,058
|
)
|
4,736
|
|||||
Financing activities
|
(11,584
|
)
|
34,689
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(60,976
|
)
|
116,405
|
|||||
Cash and cash equivalents at beginning of year
|
409,564
|
293,112
|
||||||
Increase in cash from consolidation
|
|
47
|
||||||
Cash and cash equivalents at end of year
|
$
|
348,588
|
$
|
409,564
|
Management determines the appropriate classification of securities at the time of purchase. Government debt with maturities of greater than three months at the time of purchase are considered investments in debt securities. Investments in debt securities are accounted for as trading, available for sale (“AFS”), or held-to-maturity securities. The Company does not hold any investments in debt securities accounted for as AFS or held to maturity.
Page
|
|
Report of Independent Registered Public Accounting Firm
|
23 |
Consolidated Financial Statements:
|
|
Consolidated Statements of Income for the years ended December 31, 2019 and 2018
|
24 |
Consolidated Statements of Comprehensive Income for the years ended December 31, 2019 and 2018
|
25 |
Consolidated Statements of Financial Condition at December 31, 2019 and 2018
|
26 |
Consolidated Statements of Equity for the years ended December 31, 2019 and 2018
|
27 |
Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018
|
29
|
Notes to Consolidated Financial Statements
|
31 |
Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
Revenues
|
||||||||
Investment advisory and incentive fees
|
$
|
22,148
|
$
|
14,409
|
||||
Institutional research services
|
8,947
|
8,284
|
||||||
Other revenues
|
170
|
86
|
||||||
Total revenues
|
31,265
|
22,779
|
||||||
Expenses
|
||||||||
Compensation
|
32,184
|
26,607
|
||||||
Management fee
|
5,713
|
-
|
||||||
Other operating expenses
|
9,126
|
9,652
|
||||||
Total expenses
|
47,023
|
36,259
|
||||||
Operating loss
|
(15,758
|
)
|
(13,480
|
)
|
||||
Other income/(expense)
|
||||||||
Net gain/(loss) from investments
|
60,757
|
(65,203
|
)
|
|||||
Interest and dividend income
|
13,407
|
13,384
|
||||||
Interest expense
|
(217
|
)
|
(262
|
)
|
||||
Shareholder-designated contribution
|
(3,281
|
)
|
(3,300
|
)
|
||||
Total other income/(expense), net
|
70,666
|
(55,381
|
)
|
|||||
Income/(loss) before income taxes
|
54,908
|
(68,861
|
)
|
|||||
Income tax provision/(benefit)
|
12,126
|
(11,478
|
)
|
|||||
Net income/(loss)
|
42,782
|
(57,383
|
)
|
|||||
Net income/(loss) attributable to noncontrolling interests
|
3,594
|
716
|
||||||
Net income/(loss) attributable to Associated Capital Group, Inc.’s shareholders
|
$
|
39,188
|
$
|
(58,099
|
)
|
|||
Net income/(loss) per share attributable to Associated Capital Group, Inc.’s shareholders:
|
||||||||
Basic
|
$
|
1.74
|
$
|
(2.52
|
)
|
|||
Diluted
|
$
|
1.74
|
$
|
(2.52
|
)
|
|||
Weighted average shares outstanding:
|
||||||||
Basic
|
22,534
|
23,070
|
||||||
Diluted
|
22,534
|
23,070
|
||||||
Actual shares outstanding
|
22,475
|
22,585
|
Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
Net income/(loss)
|
$
|
42,782
|
$
|
(57,383
|
)
|
|||
Less: Comprehensive income/(loss) attributable to noncontrolling interests
|
3,594
|
716
|
||||||
Comprehensive income/(loss) attributable to Associated Capital Group, Inc.
|
$
|
39,188
|
$
|
(58,099
|
)
|
December 31,
2019
|
December 31,
2018
|
|||||||
ASSETS
|
||||||||
Cash and cash equivalents (a)
|
$
|
348,588
|
$
|
409,564
|
||||
Investments in securities (Including GBL stock with a value of $57.2 million and $50.9 million, respectively) (a)
|
300,357
|
229,960
|
||||||
Investments in affiliated registered investment companies
|
159,311
|
142,135
|
||||||
Investments in partnerships (a)
|
145,372
|
118,729
|
||||||
Receivable from brokers (a)
|
24,150
|
24,629
|
||||||
Investment advisory fees receivable
|
9,582
|
4,394
|
||||||
Receivable from affiliates
|
4,369
|
1,309
|
||||||
Deferred tax assets, net
|
2,004
|
9,422
|
||||||
Goodwill
|
3,519
|
3,519
|
||||||
Other assets (a)
|
13,654
|
10,772
|
||||||
Total assets
|
$
|
1,010,906
|
$
|
954,433
|
||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
|
||||||||
Payable to brokers
|
$
|
14,889
|
$
|
5,511
|
||||
Income taxes payable, net
|
3,676
|
3,577
|
||||||
Compensation payable
|
20,246
|
11,388
|
||||||
Securities sold, not yet purchased
|
16,419
|
9,574
|
||||||
Payable to affiliates
|
483
|
515
|
||||||
Accrued expenses and other liabilities (a)
|
7,373
|
7,820
|
||||||
Total liabilities
|
63,086
|
38,385
|
||||||
Redeemable noncontrolling interests (a)
|
50,385
|
49,800
|
||||||
Commitments and contingencies (Note L)
|
||||||||
Equity:
|
||||||||
Preferred stock, $.001 par value; 10,000,000 shares authorized; none issued and outstanding Class A Common Stock, $0.001 par value; 100,000,000 shares authorized; 6,569,254
and 6,537,768 shares issued, respectively; 3,452,381 and 3,530,752 shares outstanding, respectively
|
6
|
6
|
||||||
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 19,196,792 shares issued; 19,022,918 and 19,054,404 shares outstanding, respectively
|
19
|
19
|
||||||
Additional paid-in capital
|
1,003,450
|
1,008,319
|
||||||
Retained earnings/(Accumulated Deficit)
|
(701
|
)
|
(39,889
|
)
|
||||
Treasury stock, at cost (3,116,873 and 3,007,016 shares, respectively)
|
(106,342
|
)
|
(102,207
|
)
|
||||
Total Associated Capital Group, Inc. equity
|
896,432
|
866,248
|
||||||
Noncontrolling interests
|
1,003
|
-
|
||||||
Total equity
|
897,435
|
866,248
|
||||||
Total liabilities and equity
|
$
|
1,010,906
|
$
|
954,433
|
Associated Capital Group, Inc. shareholders
|
||||||||||||||||||||||||||||||||
Common
Stock
|
Retained
Earnings
|
Additional
Paid-in
Capital
|
GBL 4%
PIK Note
|
Accumulated
Comprehensive
Income
|
Treasury
Stock
|
Total
|
Redeemable
Noncontrolling
Interests
|
|||||||||||||||||||||||||
Balance at December 31, 2017
|
$
|
25
|
$
|
13,800
|
$
|
1,010,505
|
$
|
(50,000
|
)
|
$
|
6,712
|
$
|
(62,895
|
)
|
$
|
918,147
|
$
|
46,230
|
||||||||||||||
Reclassifications pursuant to adoption of new accounting guidance
|
-
|
6,712
|
-
|
-
|
(6,712
|
)
|
-
|
-
|
||||||||||||||||||||||||
Redemptions of noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,971
|
)
|
|||||||||||||||||||||||
Consolidation of certain investment funds
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
6,488
|
||||||||||||||||||||||||
Net income/(loss)
|
-
|
(22,229
|
)
|
-
|
-
|
-
|
-
|
(22,229
|
)
|
(143
|
)
|
|||||||||||||||||||||
Stock-based compensation expense
|
-
|
-
|
72
|
-
|
-
|
-
|
72
|
-
|
||||||||||||||||||||||||
Proceeds from payment of GBL 4% PIK Note
|
-
|
-
|
-
|
10,000
|
-
|
-
|
10,000
|
-
|
||||||||||||||||||||||||
Exchange of GBL stock for AC stock
|
-
|
-
|
-
|
-
|
-
|
(17,737
|
)
|
(17,737
|
)
|
-
|
||||||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(459
|
)
|
(459
|
)
|
-
|
||||||||||||||||||||||
Balance at March 31, 2018
|
$
|
25
|
$
|
(1,717
|
)
|
$
|
1,010,577
|
$
|
(40,000
|
)
|
$
|
-
|
$
|
(81,091
|
)
|
$
|
887,794
|
$
|
50,604
|
|||||||||||||
Redemptions of noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(336
|
)
|
|||||||||||||||||||||||
Net income/(loss)
|
-
|
11,824
|
-
|
-
|
-
|
-
|
11,824
|
1,039
|
||||||||||||||||||||||||
Proceeds from payment of
|
||||||||||||||||||||||||||||||||
GBL 4% PIK Note
|
-
|
-
|
-
|
20,000
|
-
|
-
|
20,000
|
-
|
||||||||||||||||||||||||
Dividends declared ($0.10 per share)
|
(2,302
|
)
|
(2,302
|
)
|
-
|
|||||||||||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(5,380
|
)
|
(5,380
|
)
|
-
|
||||||||||||||||||||||
Balance at June 30, 2018
|
$
|
25
|
$
|
7,805
|
$
|
1,010,577
|
$
|
(20,000
|
)
|
$
|
-
|
$
|
(86,471
|
)
|
$
|
911,936
|
$
|
51,307
|
||||||||||||||
Redemptions of noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(345
|
)
|
|||||||||||||||||||||||
Net income/(loss)
|
-
|
(7,379
|
)
|
-
|
-
|
-
|
-
|
(7,379
|
)
|
157
|
||||||||||||||||||||||
Proceeds from payment of GBL 4% PIK Note
|
-
|
-
|
-
|
20,000
|
-
|
-
|
20,000
|
-
|
||||||||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(732
|
)
|
(732
|
)
|
-
|
||||||||||||||||||||||
Balance at September 30, 2018
|
$
|
25
|
$
|
426
|
$
|
1,010,577
|
$
|
-
|
$
|
-
|
$
|
(87,203
|
)
|
$
|
923,825
|
$
|
51,119
|
|||||||||||||||
Redemptions of noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(982
|
)
|
|||||||||||||||||||||||
Net income/(loss)
|
-
|
(40,315
|
)
|
-
|
-
|
-
|
-
|
(40,315
|
)
|
(337
|
)
|
|||||||||||||||||||||
Dividends declared ($0.10 per share)
|
(2,258
|
)
|
(2,258
|
)
|
-
|
|||||||||||||||||||||||||||
Exchange of GBL stock for AC stock
|
-
|
-
|
-
|
-
|
-
|
(14,564
|
)
|
(14,564
|
)
|
-
|
||||||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
-
|
-
|
(440
|
)
|
(440
|
)
|
-
|
||||||||||||||||||||||
Balance at December 31, 2018
|
$
|
25
|
$
|
(39,889
|
)
|
$
|
1,008,319
|
$
|
-
|
$
|
-
|
$
|
(102,207
|
)
|
$
|
866,248
|
$
|
49,800
|
Associated Capital Group, Inc. shareholders
|
||||||||||||||||||||||||||||
Common
Stock
|
Accumulated
Deficit
|
Additional
Paid-in
Capital
|
Treasury
Stock
|
Noncontrolling
Interest
|
Total
|
Redeemable
Noncontrolling
Interests
|
||||||||||||||||||||||
Balance at December 31, 2018
|
$
|
25
|
$
|
(39,889
|
)
|
$
|
1,008,319
|
$
|
(102,207
|
)
|
$
|
-
|
$
|
866,248
|
$
|
49,800
|
||||||||||||
Redemptions of noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(526
|
)
|
||||||||||||||||||||
Net income/(loss)
|
-
|
23,147
|
-
|
-
|
-
|
23,147
|
1,507
|
|||||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
(391
|
)
|
-
|
(391
|
)
|
-
|
|||||||||||||||||||
Balance at March 31, 2019
|
$
|
25
|
$
|
(16,742
|
)
|
$
|
1,008,319
|
$
|
(102,598
|
)
|
$
|
-
|
$
|
889,004
|
$
|
50,781
|
||||||||||||
Redemptions of noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,197
|
)
|
||||||||||||||||||||
Net income/(loss)
|
-
|
(932
|
)
|
-
|
-
|
-
|
(932
|
)
|
1,084
|
|||||||||||||||||||
Dividends declared ($0.10 per share)
|
-
|
-
|
(2,254
|
)
|
-
|
-
|
(2,254
|
)
|
-
|
|||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
(1,630
|
)
|
-
|
(1,630
|
)
|
-
|
|||||||||||||||||||
Balance at June 30, 2019
|
$
|
25
|
$
|
(17,674
|
)
|
$
|
1,006,065
|
$
|
(104,228
|
)
|
$
|
-
|
$
|
884,188
|
$
|
49,668
|
||||||||||||
Contributions to noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
390
|
|||||||||||||||||||||
Net income/(loss)
|
-
|
5,951
|
-
|
-
|
-
|
5,951
|
(359
|
)
|
||||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
(1,342
|
)
|
-
|
(1,342
|
)
|
-
|
|||||||||||||||||||
Balance at September 30, 2019
|
$
|
25
|
$
|
(11,723
|
)
|
$
|
1,006,065
|
$
|
(105,570
|
)
|
$
|
-
|
$
|
888,797
|
$
|
49,699
|
||||||||||||
Redemptions of noncontrolling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(676
|
)
|
||||||||||||||||||||
Net income/(loss)
|
-
|
11,022
|
-
|
-
|
-
|
11,022
|
1,362
|
|||||||||||||||||||||
Morgan merger
|
-
|
-
|
(367
|
)
|
-
|
1,003
|
636
|
|||||||||||||||||||||
Dividends declared ($0.10 per share)
|
-
|
-
|
(2,248
|
)
|
-
|
-
|
(2,248
|
)
|
-
|
|||||||||||||||||||
Purchase of treasury stock
|
-
|
-
|
-
|
(772
|
)
|
-
|
(772
|
)
|
-
|
|||||||||||||||||||
Balance at December 31, 2019
|
$
|
25
|
$
|
(701
|
)
|
$
|
1,003,450
|
$
|
(106,342
|
)
|
$
|
1,003
|
$
|
897,435
|
$
|
50,385
|
Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
Operating activities
|
||||||||
Net income/(loss)
|
$
|
42,782
|
$
|
(57,383
|
)
|
|||
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
|
||||||||
Equity in net gains from partnerships
|
(10,173
|
)
|
(2,078
|
)
|
||||
Depreciation and amortization
|
30
|
21
|
||||||
Stock based compensation expense
|
-
|
72
|
||||||
Deferred income taxes
|
7,360
|
(12,825
|
)
|
|||||
Donated securities
|
2,152
|
-
|
||||||
Losses on exchange offers
|
-
|
8,706
|
||||||
Unrealized (gains)/losses on securities
|
(21,883
|
)
|
54,397
|
|||||
Realized losses on sales of securities
|
56
|
37
|
||||||
(Increase)/decrease in assets:
|
||||||||
Investments in securities
|
(61,923
|
)
|
53,924
|
|||||
Investments in partnerships:
|
||||||||
Contributions to partnerships
|
(28,071
|
)
|
(8,577
|
)
|
||||
Distributions from partnerships
|
11,603
|
31,948
|
||||||
Receivable from affiliates
|
(3,060
|
)
|
(443
|
)
|
||||
Receivable from brokers
|
479
|
13,430
|
||||||
Investment advisory fees receivable
|
(5,188
|
)
|
1,345
|
|||||
Goodwill and intangible assets
|
-
|
(97
|
)
|
|||||
Other assets
|
3,611
|
(757
|
)
|
|||||
Increase/(decrease) in liabilities:
|
||||||||
Payable to affiliates
|
(32
|
)
|
73
|
|||||
Payable to brokers
|
9,378
|
(7,770
|
)
|
|||||
Income taxes payable and deferred tax liabilities, net
|
156
|
1,496
|
||||||
Compensation payable
|
8,859
|
(1,397
|
)
|
|||||
Accrued expenses and other liabilities
|
(470
|
)
|
2,858
|
|||||
Total adjustments
|
(87,116
|
)
|
134,363
|
|||||
Net cash provided by/(used in) operating activities
|
(44,334
|
)
|
76,980
|
|||||
Investing activities
|
||||||||
Purchases of securities
|
(4,989
|
)
|
(12,350
|
)
|
||||
Proceeds from sales of securities
|
4,928
|
1,958
|
||||||
Return of capital on securities
|
932
|
128
|
||||||
Purchase of building
|
(6,518
|
)
|
-
|
|||||
Cash received in acquisition of Morgan Group
|
589
|
-
|
||||||
Proceeds from note receivable
|
-
|
15,000
|
||||||
Net cash provided by/(used in) investing activities
|
$
|
(5,058
|
)
|
$
|
4,736
|
Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
Financing activities
|
||||||||
Redemptions of redeemable noncontrolling interests
|
$
|
(2,934
|
)
|
$
|
(3,634
|
)
|
||
Dividends paid
|
(4,513
|
)
|
(4,666
|
)
|
||||
Purchase of treasury stock
|
(4,135
|
)
|
(7,011
|
)
|
||||
Proceeds from payment of GAMCO Note
|
-
|
50,000
|
||||||
Proceeds from promissory note from Executive Chairman
|
2,124
|
-
|
||||||
Repayment of promissory note to Executive Chairman
|
(2,126
|
)
|
-
|
|||||
Net cash provided by financing activities
|
(11,584
|
)
|
34,689
|
|||||
Net increase/(decrease) in cash and cash equivalents
|
(60,976
|
)
|
116,405
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
409,764
|
293,312
|
||||||
Increase in cash from consolidation
|
-
|
47
|
||||||
Cash, cash equivalents and restricted cash at end of period
|
$
|
348,788
|
$
|
409,764
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest
|
$
|
197
|
$
|
261
|
||||
Cash paid/(received) for taxes
|
$
|
4,700
|
$
|
(140
|
)
|
|||
Reconciliation to cash, cash equivalents and restricted cash
|
||||||||
Cash and cash equivalents
|
348,588
|
409,564
|
||||||
Restricted cash included in receivable from brokers
|
200
|
200
|
||||||
Cash, cash equivalents and restricted cash
|
$
|
348,788
|
$
|
409,764
|
- |
On January 1, 2018, AC determined it had control over certain investment funds which resulted in their consolidation and an increase of approximately $47 of cash and cash equivalents, $6,441 of net assets and
an increase of approximately $6,488 of redeemable noncontrolling interests.
|
- |
During 2018, AC completed two exchange offers with respect to its Class A shares. The Company exchanged 1,376,554 GBL Class A shares valued at $32,301 for 867,535 Class A shares.
|
- |
On October 31, 2019, the Company closed on a transaction whereby Morgan Group Holding Co., (Morgan Group) under common control of AC’s majority shareholder, acquired all of the Company’s interest in G.research
for 50,000,000 shares of Morgan Group common stock. In connection with the transaction the company received $589,000 in cash held by Morgan Group which has been classified in cash provided by investing activities.
|
|
• |
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the reporting date. Level 1 assets include cash equivalents, government obligations, open-end mutual funds, closed-end funds and
equities.
|
|
• |
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active
markets, quoted prices for identical or similar assets or liabilities that are not active and inputs other than quoted prices that are observable for the asset or liability such as interest rates and yield curves that are observable at
commonly-quoted intervals. Assets included in this category are over-the-counter derivatives that have valuation inputs that can generally be corroborated by observable market data.
|
|
• |
Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. Assets in this category generally include equities that trade
infrequently and direct private equity investments.
|
C. |
Revenue
|
|
a) |
Asset-based advisory fees – The Company receives a management fee, payable monthly in advance based on value of the net assets of the client. It is generally set at a rate of 1%-1.5% per annum. Asset-based management fee revenue is
recognized only as the services are performed over the period.
|
|
b) |
Performance-based advisory fees – Certain client contracts call for additional fees and or allocations of income tied to a certain percentage, generally 20%, of the investment performance of the account over a measurement period,
typically the calendar year. In addition, the contracts provide that performance-based fees or allocations become fixed in the event of an investor redemption prior to the end of the measurement period. In the event that an account
suffers a loss in one period, it must be recovered before incentive fees are earned by the Company; this is commonly referred to as a “high water mark” provision. While the Company’s performance obligation is satisfied over time, the
Company does not recognize performance-based fees until the end of the measurement period or the time of the investor redemption when the uncertainty surrounding the amount of the variable consideration is resolved.
|
|
c) |
Sub-advisory fees – Pursuant to agreements with other investment advisors, the Company receives a percentage of advisory fees received by such advisors from certain of their investment fund clients. These fees may be either asset- or
performance-based. In addition, they may be subject to reduction by certain expenses as set forth in the respective agreements. Sub-advisory fee revenue which is asset-based is recognized ratably as the services are performed over the
relevant contractual performance period. Sub-advisory fee revenue which is performance-based is recognized only when it becomes fixed and not subject to adjustment.
|
|
a) |
Brokerage Commissions – Acting as agent, G.research buys and sells securities on behalf of its customers. Commissions are charged on the execution of securities transactions made on behalf of client accounts on an agency basis and
are based on a rate schedule. G.research recognizes commission revenue when the related securities transactions are executed on trade date. G.research believes that the performance obligation is satisfied on trade date because that is
when the underlying financial instrument or purchaser is identified, the pricing is agreed upon and the risks and rewards of ownership have been transferred to or from the customer. Commissions earned are typically collected from the
clearing brokers utilized by G.research on a daily or weekly basis.
|
|
b) |
Hard dollar payments – G.research provides research services to unrelated parties, for which direct payment is received. G.research may, or may not have contracts for such services. Where a contract for such services is in place,
the contractual fee for the period is recognized ratably over the contract period, which is considered the period over which G.research satisfies its performance obligation. For payments where no research contract exists, revenue is not
recognized until agreement is reached with the client at which time the performance obligation is considered to have been met and revenue is recognized.
|
|
c) |
Selling concessions – The Company participates as a member of the selling group of underwritten equity offerings and receives compensation based on the difference between what its clients pay for the securities sold to its
institutional clients and what the issuer receives. The terms of the selling concessions are set forth in contracts between the Company and the underwriter. Revenue is recognized on the trade date (the date on which the Company
purchases the securities from the issuer) for the portion the Company is contracted to buy. The Company believes that the trade date is the appropriate point in time to recognize revenue for securities underwriting transactions as
there are no significant actions the Company needs to take subsequent to this date, and the issuer obtains the control and benefit of the capital markets offering at this point. Selling concessions earned are typically collected from
the clearing brokers utilized by the Company on a daily or weekly basis.
|
|
d) |
Sales manager fees – The Company participates as sales manager of at-the-market offerings of certain affiliated closed-end funds and receives a tiered percentage of proceeds as stipulated in agreements between the Company, the funds
and the funds’ investment adviser. The Company recognizes sales manager fees upon sale of the related closed-end funds. Sales manager fees earned are fixed and typically collected from the clearing brokers utilized by G.research on a
daily or weekly basis.
|
Year Ended December 31,
|
||||||||
2019
|
2018
|
|||||||
Revenues
|
||||||||
Investment advisory and incentive fees
|
||||||||
Asset-based advisory fees
|
$
|
7,022
|
$
|
7,384
|
||||
Performance-based advisory fees
|
7,501
|
3,115
|
||||||
Sub-advisory fees
|
7,625
|
3,910
|
||||||
22,148
|
14,409
|
|||||||
Institutional research services
|
||||||||
Hard dollar payments
|
1,975
|
2,835
|
||||||
Commissions
|
5,904
|
5,349
|
||||||
Selling concessions
|
335
|
84
|
||||||
Sales manager fees
|
733
|
16
|
||||||
8,947
|
8,284
|
|||||||
Other
|
||||||||
Underwriting fees
|
96
|
19
|
||||||
Miscellaneous
|
74
|
67
|
||||||
170
|
86
|
|||||||
Total
|
$
|
31,265
|
$
|
22,779
|
D. |
Investments in Securities
|
2019
|
2018
|
|||||||||||||||
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|||||||||||||
Debt - Trading Securities:
|
||||||||||||||||
Government obligations
|
$
|
28,428
|
$
|
29,037
|
$
|
11,694
|
$
|
11,707
|
||||||||
Equity Securities:
|
||||||||||||||||
Common stocks
|
271,627
|
262,562 |
244,557
|
213,151
|
||||||||||||
Mutual funds
|
1,207
|
2,196
|
761
|
1,161
|
||||||||||||
Other investments
|
7,847
|
6,562
|
5,285
|
3,941
|
||||||||||||
Total investments in securities
|
309,109
|
300,357
|
262,297
|
229,960
|
2019
|
2018
|
|||||||||||||||
Proceeds
|
Fair Value
|
Proceeds
|
Fair Value
|
|||||||||||||
Equity securities:
|
||||||||||||||||
Common stocks
|
$
|
13,863
|
$
|
16,300
|
$
|
10,150
|
$
|
9,485
|
||||||||
Other investments
|
13
|
119
|
-
|
89
|
||||||||||||
Total securities sold, not yet purchased
|
$
|
13,876
|
$
|
16,419
|
$
|
10,150
|
$
|
9,574
|
2019
|
2018
|
|||||||||||||||
Cost
|
Fair Value
|
Cost
|
Fair Value
|
|||||||||||||
Equity securities:
|
||||||||||||||||
Closed-end funds
|
$
|
75,646
|
$
|
99,834
|
$
|
73,950
|
$
|
85,090
|
||||||||
Mutual funds
|
48,348
|
59,477
|
49,714
|
57,045
|
||||||||||||
Total investments in affiliated registered investment companies
|
$
|
123,994
|
$
|
159,311
|
$
|
123,664
|
$
|
142,135
|
|
Year ended December 31,
|
|||||||||
Type of Derivative
|
Income Statement Location
|
2019
|
2018
|
|||||||
|
||||||||||
Foreign exchange contracts
|
Net gain/(loss) from investments
|
$
|
128
|
$
|
204
|
|||||
Equity contracts
|
Net gain/(loss) from investments
|
(1,951
|
)
|
4,774
|
||||||
|
||||||||||
Total
|
|
$
|
(1,823
|
)
|
$
|
4,978
|
|
Gross Amounts Not Offset in the
Statements of Financial Condition
|
|||||||||||||||||||||||
Gross
Amounts of
Recognized
Assets
|
Gross Amounts
Offset in the
Statements of
Financial Condition
|
Net Amounts of
Assets Presented
in the Statements of
Financial Condition
|
Financial
Instruments
|
Cash Collateral
Received
|
Net Amount
|
|||||||||||||||||||
Swaps:
|
(In thousands)
|
|||||||||||||||||||||||
December 31, 2019
|
$
|
291
|
$
|
-
|
$
|
291
|
$
|
(119
|
)
|
$
|
-
|
$
|
172
|
|||||||||||
December 31, 2018
|
$
|
416
|
$
|
-
|
$
|
416
|
$
|
(89
|
)
|
$
|
-
|
$
|
327
|
Gross Amounts Not Offset in the
Statements of Financial Condition
|
||||||||||||||||||||||||
Gross
Amounts of
Recognized
Liabilities
|
Gross Amounts
Offset in the
Statements of
Financial Condition
|
Net Amounts of
Liabilities Presented
in the Statements of
Financial Condition
|
Financial
Instruments
|
Cash Collateral
Pledged
|
Net Amount
|
|||||||||||||||||||
Swaps:
|
(In thousands)
|
|||||||||||||||||||||||
December 31, 2019
|
$
|
119
|
$
|
-
|
$
|
119
|
$
|
(119
|
)
|
$
|
-
|
$
|
-
|
|||||||||||
December 31, 2018
|
$
|
89
|
$
|
-
|
$
|
89
|
$
|
(89
|
)
|
$
|
-
|
$
|
-
|
E. |
Investment Partnerships and Variable Interest Entities
|
December 31, 2019
|
||||||||||||
Prior to
Consolidation
|
Consolidated
Entities
|
As Reported
|
||||||||||
Assets
|
||||||||||||
Cash and cash equivalents
|
$
|
335,421
|
$
|
13,167
|
$
|
348,588
|
||||||
Investments in securities (including GBL stock)
|
182,673
|
117,684
|
300,357
|
|||||||||
Investments in affiliated investment companies
|
211,024
|
(51,713
|
)
|
159,311
|
||||||||
Investments in partnerships
|
167,781
|
(22,409
|
)
|
145,372
|
||||||||
Receivable from brokers
|
7,759
|
16,391
|
24,150
|
|||||||||
Investment advisory fees receivable
|
9,604
|
(22
|
)
|
9,582
|
||||||||
Other assets
|
23,517
|
29
|
23,546
|
|||||||||
Total assets
|
$
|
937,779
|
$
|
73,127
|
$
|
1,010,906
|
||||||
Liabilities and equity
|
||||||||||||
Securities sold, not yet purchased
|
$
|
4,625
|
$
|
11,794
|
$
|
16,419
|
||||||
Accrued expenses and other liabilities
|
35,718
|
10,949
|
46,667
|
|||||||||
Redeemable noncontrolling interests
|
1
|
50,384
|
50,385
|
|||||||||
Total equity
|
897,435
|
-
|
897,435
|
|||||||||
Total liabilities and equity
|
$
|
937,779
|
$
|
73,127
|
$
|
1,010,906
|
December 31, 2018
|
||||||||||||
Prior to
Consolidation
|
Consolidated
Entities
|
As Reported
|
||||||||||
Assets
|
||||||||||||
Cash and cash equivalents
|
$
|
396,074
|
$
|
13,490
|
$
|
409,564
|
||||||
Investments in securities (including GBL stock)
|
131,764
|
98,196
|
229,960
|
|||||||||
Investments in affiliated investment companies
|
193,006
|
(50,871
|
)
|
142,135
|
||||||||
Investments in partnerships
|
138,119
|
(19,390
|
)
|
118,729
|
||||||||
Receivable from brokers
|
7,998
|
16,631
|
24,629
|
|||||||||
Investment advisory fees receivable
|
4,427
|
(33
|
)
|
4,394
|
||||||||
Other assets
|
24,551
|
471
|
25,022
|
|||||||||
Total assets
|
$
|
895,939
|
$
|
58,494
|
$
|
954,433
|
||||||
Liabilities and equity
|
||||||||||||
Securities sold, not yet purchased
|
$
|
4,631
|
$
|
4,943
|
$
|
9,574
|
||||||
Accrued expenses and other liabilities
|
25,060
|
3,751
|
28,811
|
|||||||||
Redeemable noncontrolling interests
|
-
|
49,800
|
49,800
|
|||||||||
Total equity
|
866,248
|
-
|
866,248
|
|||||||||
Total liabilities and equity
|
$
|
895,939
|
$
|
58,494
|
$
|
954,433
|
|
Year Ended December 31, 2019
|
|||||||||||
|
Prior to
Consolidation
|
Consolidated
Entities
|
As Reported
|
|||||||||
Total revenues
|
$
|
32,821
|
$
|
(1,556
|
)
|
$
|
31,265
|
|||||
Total expenses
|
45,698
|
1,325
|
47,023
|
|||||||||
Operating loss
|
(12,877
|
)
|
(2,881
|
)
|
(15,758
|
)
|
||||||
Total other income/(expense), net
|
64,267
|
6,399
|
70,666
|
|||||||||
Income/(loss) before income taxes
|
51,390
|
3,518
|
54,908
|
|||||||||
Income tax benefit
|
12,126
|
-
|
12,126
|
|||||||||
Net income/(loss) before NCI
|
39,264
|
3,518
|
42,782
|
|||||||||
Net income attributable to noncontrolling interests
|
76
|
3,518
|
3,594
|
|||||||||
Net loss
|
$
|
39,188
|
$
|
-
|
$
|
39,188
|
|
Year Ended December 31, 2018
|
|||||||||||
|
|
Prior to
Consolidation
|
|
|
Consolidated
Entities
|
|
|
As Reported
|
|
|||
Total revenues
|
$
|
22,855
|
$
|
(76
|
)
|
$
|
22,779
|
|||||
Total expenses
|
34,413
|
1,846
|
36,259
|
|||||||||
Operating loss
|
(11,558
|
)
|
(1,922
|
)
|
(13,480
|
)
|
||||||
Total other income, net
|
(58,019
|
)
|
2,638
|
(55,381
|
)
|
|||||||
Income/(loss) before income taxes
|
(69,577
|
)
|
716
|
(68,861
|
)
|
|||||||
Income tax benefit
|
(11,478
|
)
|
-
|
(11,478
|
)
|
|||||||
Net income/(loss) before NCI
|
(58,099
|
)
|
716
|
(57,383
|
)
|
|||||||
Net loss attributable to noncontrolling interests
|
-
|
716
|
716
|
|||||||||
Net income
|
$
|
(58,099
|
)
|
$
|
-
|
$
|
(58,099
|
)
|
December 31,
2019
|
December 31,
2018
|
|||||||
Cash and cash equivalents
|
$
|
2,224
|
$
|
2,560
|
||||
Investments in securities
|
18,454
|
7,253
|
||||||
Receivable from broker
|
2,601
|
553
|
||||||
Investments in partnerships and affiliates
|
8,363
|
-
|
||||||
Accrued expenses and other liabilities
|
(329
|
)
|
(42
|
)
|
||||
Redeemable noncontrolling interests
|
(9,592
|
)
|
(419
|
)
|
||||
AC’s net interests in consolidated VIEs
|
$
|
21,721
|
$
|
9,905
|
December 31,
2019
|
December 31,
2018
|
|||||||
Total assets
|
$
|
1,607
|
$
|
1,549
|
||||
Total liabilities
|
246
|
260
|
||||||
Total equity
|
1,361
|
1,289
|
For the year
|
||||||||
2019
|
2018
|
|||||||
Net income/(loss)
|
43
|
(12
|
)
|
F. |
Fair Value
|
December 31, 2019
|
||||||||||||||||
Assets
|
|
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
|
|
|
Significant Other
Observable
Inputs (Level 2)
|
|
|
Significant
Unobservable
Inputs (Level 3)
|
|
|
Total
|
|
||||
Cash equivalents
|
$
|
343,428
|
$
|
-
|
$
|
-
|
$
|
343,428
|
||||||||
Investments in securities (including GBL stock):
|
||||||||||||||||
Trading - Gov’t obligations
|
29,037
|
-
|
-
|
29,037
|
||||||||||||
Common stocks
|
257,520
|
4,444 |
89
|
262,562
|
||||||||||||
Mutual funds
|
2,196
|
-
|
-
|
2,196
|
||||||||||||
Other
|
2,428
|
509 |
4,134
|
6,562
|
||||||||||||
Total investments in securities
|
291,181
|
4,953
|
4,223
|
300,357
|
||||||||||||
Investments in affiliated registered investment companies:
|
||||||||||||||||
Closed-end funds
|
99,834
|
-
|
-
|
99,834
|
||||||||||||
Mutual funds
|
59,477
|
-
|
-
|
59,477
|
||||||||||||
Total investments in affiliated
|
||||||||||||||||
registered investment companies
|
159,311
|
-
|
-
|
159,311
|
||||||||||||
Total investments held at fair value
|
450,492 |
4,953
|
4,223
|
459,668
|
||||||||||||
Total assets at fair value
|
$
|
793,920
|
$
|
4,953 |
$
|
4,223
|
$
|
803,096
|
||||||||
Liabilities
|
||||||||||||||||
Common stocks
|
$
|
16,300
|
$
|
-
|
$
|
-
|
$
|
16,300
|
||||||||
Other
|
-
|
119
|
-
|
119
|
||||||||||||
Securities sold, not yet purchased
|
$
|
16,300
|
$
|
119
|
$
|
-
|
$
|
16,419
|
December 31, 2018
|
||||||||||||||||
Assets
|
Quoted Prices in Active
Markets for Identical
Assets (Level 1)
|
Significant Other
Observable
Inputs (Level 2)
|
Significant
Unobservable
Inputs (Level 3)
|
Total
|
||||||||||||
Cash equivalents
|
$
|
407,239
|
$
|
-
|
$
|
-
|
$
|
407,239
|
||||||||
Investments in securities (including GBL stock):
|
||||||||||||||||
Gov’t obligations
|
11,707
|
-
|
-
|
11,707
|
||||||||||||
Common stocks
|
205,978
|
7,161
|
12
|
213,151
|
||||||||||||
Mutual funds
|
1,161
|
-
|
-
|
1,161
|
||||||||||||
Other
|
19
|
464
|
3,458
|
3,941
|
||||||||||||
Total investments in securities
|
218,865
|
7,625
|
3,470
|
229,960
|
||||||||||||
Investments in affiliated registered investment companies:
|
||||||||||||||||
Closed-end funds
|
85,090
|
-
|
-
|
85,090
|
||||||||||||
Mutual funds
|
57,045
|
-
|
-
|
57,045
|
||||||||||||
Total investments in affiliated registered investment companies
|
142,135
|
-
|
-
|
142,135
|
||||||||||||
Total investments held at fair value
|
361,000
|
7,625
|
3,470
|
372,095
|
||||||||||||
Total assets at fair value
|
$
|
768,239
|
$
|
7,625
|
$
|
3,470
|
$
|
779,334
|
||||||||
Liabilities
|
||||||||||||||||
Common stocks
|
$
|
9,485
|
$
|
-
|
$
|
-
|
$
|
9,485
|
||||||||
Other
|
-
|
89
|
-
|
89
|
||||||||||||
Securities sold, not yet purchased
|
$
|
9,485
|
$
|
89
|
$
|
-
|
$
|
9,574
|
Year ended December 31, 2019
|
Year ended December 31, 2018
|
|||||||||||||||||||||||
Common
Stocks
|
Other
|
Total
|
Common
Stocks
|
Other
|
Total
|
|||||||||||||||||||
Beginning balance
|
$
|
12
|
$
|
3,458
|
$
|
3,470
|
$
|
618
|
$
|
1,169
|
$
|
1,787
|
||||||||||||
Consolidated funds
|
-
|
-
|
-
|
-
|
984
|
984
|
||||||||||||||||||
Total gains/(losses)
|
14
|
673
|
687
|
(1
|
)
|
(3,489
|
)
|
(3,490
|
)
|
|||||||||||||||
Purchases
|
-
|
3
|
3
|
-
|
4,773
|
4,773
|
||||||||||||||||||
Sales
|
-
|
-
|
-
|
-
|
(32
|
)
|
(32
|
)
|
||||||||||||||||
Transfers
|
63
|
-
|
63
|
(605
|
)
|
53
|
(552
|
)
|
||||||||||||||||
Ending balance
|
$
|
89
|
$
|
4,134
|
$
|
4,223
|
$
|
12
|
$
|
3,458
|
$
|
3,470
|
||||||||||||
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
|
$
|
(8
|
)
|
$
|
673
|
$
|
665
|
$
|
(1
|
)
|
$
|
(3,504
|
)
|
$
|
(3,505
|
)
|
G. |
Income Taxes
|
2019
|
2018
|
|||||||
Federal:
|
||||||||
Current
|
$
|
4,294
|
$
|
1,223
|
||||
Deferred
|
6,680
|
(11,631
|
)
|
|||||
State and local:
|
||||||||
Current
|
472
|
124
|
||||||
Deferred
|
680
|
(1,194
|
)
|
|||||
Total
|
$
|
12,126
|
$
|
(11,478
|
)
|
2019
|
2018
|
|||||||
Statutory Federal income tax rate
|
21.0
|
%
|
21.0
|
%
|
||||
State income tax, net of Federal benefit
|
1.7
|
1.3
|
||||||
Dividends received deduction
|
(0.5
|
)
|
0.4
|
|||||
Donation of appreciated securities
|
-
|
-
|
||||||
Deferred tax asset valuation allowance
|
1.0
|
(1.0
|
)
|
|||||
Nondeductible capital losses
|
-
|
(4.5
|
)
|
|||||
Accelerated vesting of restricted stock awards
|
-
|
-
|
||||||
Noncontrolling interests
|
(1.7
|
)
|
-
|
|||||
Other
|
0.2
|
(0.5
|
)
|
|||||
Effective income tax rate
|
21.7
|
%
|
16.7
|
%
|
2019
|
2018
|
|||||||
Deferred tax assets:
|
||||||||
Stock-based compensation expense
|
$
|
470
|
$
|
139
|
||||
Investments in securities and partnerships
|
-
|
5,100
|
||||||
Deferred compensation
|
499
|
2,392
|
||||||
Shareholder-designated contribution carryover (a)
|
1,446
|
1,898
|
||||||
Other
|
-
|
90
|
||||||
2,415
|
9,619
|
|||||||
Deferred tax liabilities:
|
||||||||
Investments in securities and partnerships
|
(27
|
)
|
-
|
|||||
Other liabilities
|
(384
|
)
|
(197
|
)
|
||||
(411
|
)
|
(197
|
)
|
|||||
Net deferred tax assets/(liabilities)
|
$
|
2,004
|
$
|
9,422
|
Balance at January 1, 2018
|
$
|
11
|
||
Reductions for tax positions of prior years
|
(5
|
)
|
||
Balance at December 31, 2018
|
$
|
6
|
||
Reductions for tax positions of prior years
|
(6
|
)
|
||
Balance at December 31, 2019
|
$
|
-
|
H. |
Earnings per Share
|
For the Years Ending December 31,
|
||||||||
2019
|
2018
|
|||||||
Basic:
|
||||||||
Net income/(loss) attributable to Associated Capital Group, Inc.’s shareholders
|
$
|
39,188
|
$
|
(58,099
|
)
|
|||
Weighted average shares outstanding
|
22,534
|
23,070
|
||||||
Basic net income/(loss) attributable to Associated Capital Group, Inc.’s shareholders per share
|
$
|
1.74
|
$
|
(2.52
|
)
|
|||
Diluted:
|
||||||||
Net income/(loss) attributable to Associated Capital Group, Inc.’s shareholders
|
$
|
39,188
|
$
|
(58,099
|
)
|
|||
Weighted average share outstanding
|
22,534
|
23,070
|
||||||
Dilutive restricted stock awards
|
-
|
-
|
||||||
Total
|
22,534
|
23,070
|
||||||
Diluted net income/(loss) attributable to Associated Capital Group, Inc.’s shareholders per share
|
$
|
1.74
|
$
|
(2.52
|
)
|
I. |
Related Party Transactions
|
J. |
Equity
|
K. |
Retirement Plan
|
L. |
Guarantees, Contingencies, and Commitments
|
M. |
Net Capital Requirements
|
N. |
Shareholder-Designated Contribution Plan
|
O. |
Subsequent Events
|
ITEM 9A. |
CONTROLS AND PROCEDURES
|
By: /s/ Kenneth D. Masiello
|
||
Name:
|
Kenneth D. Masiello | |
Title:
|
Chief Accounting Officer | |
Date: March 16, 2020
|
Signature
|
Title
|
Date
|
/s/ Douglas R. Jamieson
|
President and
|
March 16, 2020
|
Douglas R. Jamieson
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
/s/ Kenneth D. Masiello
|
Chief Accounting Officer
|
March 16, 2020
|
Kenneth D. Masiello
|
(Principal Financial Officer)
|
|
/s/ Mario J. Gabelli
|
Executive Chairman of the
|
March 16, 2020
|
Mario J. Gabelli
|
Board and Director
|
|
/s/ Marc Gabelli
|
Director
|
March 16, 2020
|
Marc Gabelli
|
||
/s/ Daniel R. Lee
|
Director
|
March 16, 2020
|
Daniel R. Lee
|
||
/s/ Bruce M. Lisman
|
Director
|
March 16, 2020
|
Bruce M. Lisman
|
||
/s/ Frederic V. Salerno
|
Director
|
March 16, 2020
|
Frederic V. Salerno
|
||
/s/ Salvatore F. Sodano
|
Director
|
March 16, 2020
|
Salvatore F. Sodano
|
||
/s/ Elisa M. Wilson
|
Director
|
March 16, 2020
|
Elisa M. Wilson
|
|
• |
holders of AC Class A Common Stock are entitled to one vote per share while holders of AC Class B Common Stock are entitled to ten votes per share on all
matters to be voted on by stockholders; and
|
|
• |
holders of AC Class A Common Stock are not eligible to vote on matters relating exclusively to AC Class B Common Stock and vice versa.
|
|
• |
shares of AC Class A Common Stock may be paid only to holders of AC Class A Common Stock and shares of AC Class B Common Stock may be paid only to holders of AC
Class B Common Stock; and
|
|
• |
shares will be paid proportionally with respect to each outstanding share of AC Class A Common Stock and AC Class B Common Stock.
|
Name
|
Jurisdiction of Incorporation or Organization
|
Gabelli & Company Investment Advisers, Inc.
|
Delaware
|
(100%-owned by the Company)
|
|
Gabelli & Partners LLC
|
Delaware
|
(100%-owned by Gabelli & Company Investment Advisers, Inc.)
|
|
Gabelli Arbitrage Holdings LLC
|
Delaware
|
(100%-owned by the Company)
|
|
Gabelli Trading Holdings LLC
|
Delaware
|
(100%-owned by the Company)
|
|
Institutional Services Holdings, LLC
|
Delaware
|
(100%-owned by the Company)
|
|
Morgan Group Holding Co.
|
Delaware
|
(83.3% -owned by the Company)
|
|
G.research, LLC
|
Delaware
|
(100%-owned by Morgan Group Holding Co.)
|
1. |
I have reviewed this annual report on Form 10-K of Associated Capital Group, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of income and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of the end of the period covered by this report; and
|
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
|
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
|
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Douglas R. Jamieson
|
Name:
|
Douglas R. Jamieson
|
Title:
|
Chief Executive Officer
|
Date:
|
March 16, 2020
|
1. |
I have reviewed this annual report on Form 10-K of Associated Capital Group, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of income and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of the end of the period covered by this report; and
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Kenneth D. Masiello
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Name:
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Kenneth D. Masiello
|
Title:
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Chief Accounting Officer
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Date:
|
March 16, 2020
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of income of the Company.
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By:
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/s/ Douglas R. Jamieson
|
Name:
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Douglas R. Jamieson
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Title:
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Chief Executive Officer
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Date:
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March 16, 2020
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of income of the Company.
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By:
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/s/ Kenneth D. Masiello
|
Name:
|
Kenneth D. Masiello
|
Title:
|
Chief Accounting Officer
|
Date:
|
March 16, 2020
|