Transcription of SECURITIES & EXCHANGE COMMISSION
1 SECURITIES & EXCHANGE COMMISSION WASHINGTON, 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ COMMISSION File No. 001-37387 ASSOCIATED CAPITAL GROUP, INC. (Exact name of Registrant as specified in its charter) Delaware 47-3965991 (State of other jurisdiction of incorporation or organization) ( Employer Identification No.)
2 One Corporate Center, Rye, NY 10580-1422 (Address of principle executive offices) (Zip Code) (203) 629-9595 Registrant s telephone number, including area code 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.
3 Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No 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.
4 See the definitions of large accelerated filer", "accelerated filer", "smaller reporting company, and emerging growth company in Rule 12b-2 of the EXCHANGE Act. (Check one): Large accelerated filer Accelerated filer Non-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 Section13(a) of the EXCHANGE Act.
5 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the EXCHANGE Act). Yes No 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 November 2, 2018 Class A Common Stock, .001 par value 3,539,753 Class B Common Stock, .001 par value 19,057,885 INDEX ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES PART I. FINANCIAL INFORMATION Item 1. Unaudited Condensed Consolidated Financial Statements Item 2.
6 Management s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk (Included in Item 2) Item 4. Controls and Procedures PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Unregistered Sales of Equity SECURITIES and Use of Proceeds Item 6. Exhibits SIGNATURES 1 September 30,December 31,20182017 ASSETSCash and cash equivalents348,887$ 293,112$ Investments in securities268,414 222,383 Investment in GBL stock (3,726,250 and 4,393,055 shares, respectively)
7 87,269 130,254 Investments in affiliated registered investment companies146,446 145,914 Investments in partnerships142,283 145,591 Receivable from brokers18,352 34,881 Investment advisory fees receivable1,367 5,739 Receivable from affiliates415 15,866 Goodwill and intangible assets3,519 3,422 Other assets4,037 9,753 Total assets1,020,989$ 1,006,915$ LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITYP ayable to brokers13,325$ 13,281$ Income taxes payable and deferred tax liabilities827 5,484 Compensation payable6,790 12,785 SECURITIES sold, not yet purchased22,353 5.
8 731 Payable to affiliates602 442 Accrued expenses and other liabilities2,148 4,815 Total liabilities46,045 42,538 Redeemable noncontrolling interests51,119 46,230 Equity:Preferred stock, $ par value; 10,000,000 shares authorized; none issued and outstanding- - Class A Common Stock, $ par value; 100,000,000 shares authorized; 6,534,287 and 6,404,287shares issued, respectively; 3,913,334 and 4,451,379 shares outstanding, respectively6 6 Class B Common Stock, $ par value; 100,000,000 shares authorized; 19,196,792 shares issued.
9 19,057,885 and 19,187,885 shares outstanding, respectively19 19 Additional paid-in capital1,010,577 1,010,505 Retained earnings426 13,800 GBL 4% PIK Note- (50,000) Accumulated comprehensive income- 6,712 Treasury stock, at cost (2,620,953 and 1,952,908 shares, respectively)(87,203) (62,895) Total Associated Capital Group, Inc.
10 Stockholders equity923,825 918,147 Total liabilities and equity1,020,989$ 1,006,915$ See accompanying CAPITAL GROUP, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITIONUNAUDITED(Dollars in thousands, except per share data) 2 2018201720182017 Revenues Investment advisory and incentive fees2,805$ 2,587$ 7,949$ 7,318$ Institutional research services1,855 2,584 6,179 7,917 Other6 77 37 95 Total revenues4,666 5,248 14,165 15,330 Expenses Compensation5,907 8,354 18,173 24,922 Other operating expenses2,258 3,006 7.