ASSOCIATED CAPITAL GROUP, INC. Reports Third Quarter Results
Associated Capital Group (AC) reported a third-quarter loss of $16.5 million, or $0.75 per share, significantly down from a profit of $1.5 million last year. Total revenues rose to $2.56 million, driven by higher average AUM of $1.75 billion. However, the operating loss reached $3.13 million, and net investment losses ballooned to $17.79 million. The book value per share dropped to $39.96 from $42.24 a year prior. AC's charitable contributions totaled over $34 million since its spin-off, with a $3.3 million allocation approved for shareholders in 2022.
- Revenues increased to $2.56 million, up from $2.11 million year-over-year.
- Total AUM reached $1.75 billion, an increase from $1.68 billion at September 30, 2021.
- Merger arbitrage strategy-generated returns of 3.07% in Q3 2022.
- Net loss of $16.5 million compared to a profit of $1.5 million in Q3 2021.
- Operating loss increased to $3.13 million from $169,000 a year ago.
- Net investment losses were $17.79 million, a significant decrease from income of $6.16 million in Q3 2021.
- Book value per share decreased from $42.24 to $39.96 year-over-year.
-
Performance for Merger Arbitrage in the third quarter was positive,
3.1% return before expenses -
Book Value per share ended the quarter at
per share vs$39.96 at$42.24 September 30, 2021 -
AUM:
at$1.75 billion September 30, 2022 compared to at$1.78 billion December 31, 2021 and at$1.68 billion September 30, 2021 -
Approved over
to charitable causes via shareholder designated charitable contribution, bringing total since spin to$3 million $34 million
Financial Highlights - GAAP Basis |
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($ in 000's except AUM and per share data) |
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(Unaudited) |
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Three Months Ended
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Nine Months Ended
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2022 |
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2021 |
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|
2022 |
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|
2021 |
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AUM - end of period (in millions) |
|
$ |
1,752 |
|
|
$ |
1,680 |
|
|
$ |
1,752 |
|
|
$ |
1,680 |
|
AUM - average (in millions) |
|
|
1,807 |
|
|
|
1,651 |
|
|
|
1,820 |
|
|
|
1,548 |
|
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Revenues |
|
|
2,562 |
|
|
|
2,112 |
|
|
|
7,690 |
|
|
|
6,926 |
|
Operating loss |
|
|
(3,129 |
) |
|
|
(169 |
) |
|
|
(8,646 |
) |
|
|
(16,945 |
) |
Investment and other non-operating income/(loss), net |
|
|
(17,789 |
) |
|
|
6,157 |
|
|
|
(68,753 |
) |
|
|
85,454 |
|
Income/(loss) before income taxes |
|
|
(20,918 |
) |
|
|
5,988 |
|
|
|
(77,399 |
) |
|
|
68,509 |
|
Net income/(loss) to shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) |
|
|
(16,498 |
) |
|
|
1,503 |
|
|
|
(62,571 |
) |
|
|
49,774 |
|
Net income/(loss) per share-diluted |
|
$ |
(0.75 |
) |
|
$ |
0.07 |
|
|
$ |
(2.84 |
) |
|
$ |
2.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A shares outstanding (thousands) |
|
|
3,041 |
|
|
|
3,099 |
|
|
|
3,041 |
|
|
|
3,099 |
|
Class B shares outstanding (thousands) |
|
|
18,963 |
|
|
|
18,963 |
|
|
|
18,963 |
|
|
|
18,963 |
|
Shares outstanding at |
|
|
22,004 |
|
|
|
22,062 |
|
|
|
22,004 |
|
|
|
22,062 |
|
Book value per share at |
|
$ |
39.96 |
|
|
$ |
42.24 |
|
|
$ |
39.96 |
|
|
$ |
42.24 |
|
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|
|
|
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|
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Third Quarter Financial Data
-
Assets under management ended the quarter at
compared to$1.75 billion at$1.68 billion September 30, 2021 ; but slightly lower than the at$1.80 billion June 30, 2022 . -
At
September 30, 2022 , book value was per share versus$39.96 per share at$42.24 September 30, 2021 . - Our Arb-related partnerships were up in the third quarter due to positive performance. AC’s investments, other than investments in the Arb funds, were impacted mainly on a mark to market basis due to the market volatility brought on by rising interest rates, geo-political factors, and accelerating inflation which negatively impacted book value per share.
Third Quarter Results
Third quarter revenues of
Net investment and other non-operating loss was
In the third quarter of 2022, there was no management fee expense compared to a management fee expense of
Our provision for income taxes was a benefit of
Assets Under Management (AUM)
Assets under management at
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2022 |
|
|
2022 |
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2021 |
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|
2021 |
|
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($ in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merger Arbitrage |
|
$ |
1,518 |
|
|
$ |
1,591 |
|
|
$ |
1,542 |
|
|
$ |
1,438 |
|
Event-Driven Value(a) |
|
|
203 |
|
|
|
174 |
|
|
|
195 |
|
|
|
198 |
|
Other |
|
|
31 |
|
|
|
37 |
|
|
|
44 |
|
|
|
44 |
|
Total AUM |
|
$ |
1,752 |
|
|
$ |
1,802 |
|
|
$ |
1,781 |
|
|
$ |
1,680 |
|
(a) Assets under management represent the assets invested in this strategy that are attributable to |
The alternative investment strategy offerings center around our merger arbitrage strategy which has an absolute return focus of generating returns independent of the broad equity and fixed income markets. We also offer strategies utilizing fundamental, active, event-driven and special situations investments.
Merger Arbitrage
For the third quarter 2022, our longest continuously offered fund in the merger arbitrage strategy generated gross returns of
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Since |
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|
Performance%(a) |
|
3Q '22 |
|
|
YTD '22 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
5 Year(b) |
|
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Inception(b)(c) |
|
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Merger Arb |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Gross |
|
|
3.07 |
|
|
|
0.07 |
|
|
|
10.81 |
|
|
|
9.45 |
|
|
|
8.55 |
|
|
|
6.74 |
|
|
|
10.16 |
|
Net |
|
|
2.10 |
|
|
|
-0.68 |
|
|
|
7.78 |
|
|
|
6.70 |
|
|
|
5.98 |
|
|
|
4.53 |
|
|
|
7.19 |
|
(a) Net performance is net of fees and expenses, unless otherwise noted. Performance shown for an actual fund in this strategy. The performance of other funds in this strategy may vary. Past performance is no guarantee of future results. |
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(b) Represents annualized returns through |
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(c) Inception Date: Merger Arb - Feb-1985 |
Worldwide M&A activity totaled
The Merger Arbitrage strategy is offered by mandate and client type through partnerships and offshore corporations serving accredited as well as institutional investors. The strategy is also offered in separately managed accounts, a Luxembourg UCITS and a
Acquisitions
Charitable Contributions, Shareholder Dividends and Buybacks
AC seeks to be a good corporate citizen by supporting our community through sponsoring local organizations. On
On
During the third quarter, AC repurchased 11,752 Class A shares, for
Since our spin-off from GBL on
At
About
Operating Loss Before Management Fee
Operating loss before management fee expense represents a non-GAAP financial measure used by management to evaluate its business operations. We believe this measure is useful in illustrating the operating results of the Company as management fee expense is based on pre-tax income before management fee expense, which includes non-operating items including investment gains and losses from the Company’s proprietary investment portfolio and interest expense.
|
|
Year-to-date |
|
|||||
($ in 000's) |
|
2022 |
|
|
2021 |
|
||
|
|
|
|
|
|
|
|
|
Operating loss - GAAP |
|
$ |
(8,646 |
) |
|
$ |
(16,945 |
) |
|
|
|
|
|
|
|
|
|
Add: management fee expense |
|
|
- |
|
|
|
7,209 |
|
|
|
|
|
|
|
|
|
|
Operating loss before management fee - Non-GAAP |
|
$ |
(8,646 |
) |
|
$ |
(9,736 |
) |
Table I |
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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Amounts in thousands) |
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|
|
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|
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|
||||
|
|
2022 |
|
|
2021 |
|
|
2021 |
|
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ASSETS |
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|
|
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|
|
|
|
|
|
|
|
Cash, cash equivalents and US Treasury Bills (a) |
|
$ |
421,933 |
|
|
$ |
380,044 |
|
|
$ |
619,772 |
|
|
Investments in securities and partnerships (a)(c) |
|
|
468,702 |
|
|
|
501,706 |
|
|
|
500,367 |
|
|
Investment in GAMCO stock (b) |
|
|
41,218 |
|
|
|
60,389 |
|
|
|
65,578 |
|
|
Receivable from brokers (a) |
|
|
18,163 |
|
|
|
42,478 |
|
|
|
43,481 |
|
|
Income taxes receivable, including deferred tax assets, net |
|
|
13,170 |
|
|
|
- |
|
|
|
- |
|
|
Other receivables (a) |
|
|
1,428 |
|
|
|
18,409 |
|
|
|
7,071 |
|
|
Other assets (a)(c) |
|
|
22,147 |
|
|
|
25,201 |
|
|
|
22,879 |
|
|
Investments in marketable securities held in trust (a)(c) |
|
|
- |
|
|
|
175,109 |
|
|
|
175,085 |
|
|
Total assets |
|
$ |
986,761 |
|
|
$ |
1,203,336 |
|
|
$ |
1,434,233 |
|
|
|
|
|
|
|
|
|
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|
LIABILITIES AND EQUITY |
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|
Payable to brokers (a) |
|
$ |
56,356 |
|
|
$ |
9,339 |
|
|
$ |
243,282 |
|
|
Income taxes payable, including deferred tax liabilities, net |
|
|
- |
|
|
|
8,575 |
|
|
|
12,406 |
|
|
Compensation payable |
|
|
7,662 |
|
|
|
19,730 |
|
|
|
17,307 |
|
|
Securities sold short, not yet purchased (a) |
|
|
3,181 |
|
|
|
12,905 |
|
|
|
13,603 |
|
|
Accrued expenses and other liabilities (a)(c) |
|
|
1,528 |
|
|
|
3,580 |
|
|
|
4,939 |
|
|
Tendered shares payable (a) |
|
|
29,001 |
|
|
|
- |
|
|
|
- |
|
|
Deferred underwriting fee payable (a)(c) |
|
|
- |
|
|
|
6,125 |
|
|
|
6,125 |
|
|
PMV warrant liability (a)(c) |
|
|
- |
|
|
|
5,280 |
|
|
|
5,590 |
|
|
Total liabilities |
|
$ |
97,728 |
|
|
$ |
65,534 |
|
|
$ |
303,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests (a)(c) |
|
|
9,778 |
|
|
|
202,456 |
|
|
|
199,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
879,255 |
|
|
|
937,102 |
|
|
|
931,985 |
|
|
Noncontrolling interests (a)(c) |
|
|
- |
|
|
|
(1,756 |
) |
|
|
(797 |
) |
|
Total equity |
|
|
879,255 |
|
|
|
935,346 |
|
|
|
931,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
986,761 |
|
|
$ |
1,203,336 |
|
|
$ |
1,434,233 |
|
|
(a) Includes amounts related to consolidated variable interest entities ("VIEs") and voting interest entities ("VOEs"), refer to footnote D of the Condensed Consolidated Financial Statements included in the 10-Q report to be filed for the quarter ended |
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(b) 2,417,500, 2,417,500 and 2,485,900 shares, respectively. | |||||||||||||
(c) Reflects the deconsolidation of PMV Sponsor and SPAC during the quarter ended |
Table II | ||||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) |
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|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment advisory and incentive fees |
|
$ |
2,472 |
|
|
$ |
2,014 |
|
|
$ |
7,409 |
|
|
$ |
6,627 |
|
Other revenues |
|
|
90 |
|
|
|
98 |
|
|
|
281 |
|
|
|
299 |
|
Total revenues |
|
|
2,562 |
|
|
|
2,112 |
|
|
|
7,690 |
|
|
|
6,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation |
|
|
3,591 |
|
|
|
2,819 |
|
|
|
10,531 |
|
|
|
11,710 |
|
Other operating expenses |
|
|
2,100 |
|
|
|
(764 |
) |
|
|
5,805 |
|
|
|
4,952 |
|
Total expenses |
|
|
5,691 |
|
|
|
2,055 |
|
|
|
16,336 |
|
|
|
16,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss before management fee |
|
|
(3,129 |
) |
|
|
57 |
|
|
|
(8,646 |
) |
|
|
(9,736 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment gain/(loss) |
|
|
(19,314 |
) |
|
|
5,676 |
|
|
|
(72,727 |
) |
|
|
79,303 |
|
Interest and dividend income from GAMCO |
|
|
96 |
|
|
|
107 |
|
|
|
369 |
|
|
|
5,288 |
|
Interest and dividend income, net |
|
|
2,635 |
|
|
|
915 |
|
|
|
5,019 |
|
|
|
3,580 |
|
Shareholder-designated contribution |
|
|
(1,206 |
) |
|
|
(541 |
) |
|
|
(1,414 |
) |
|
|
(2,717 |
) |
Investment and other non-operating income/(loss), net |
|
|
(17,789 |
) |
|
|
6,157 |
|
|
|
(68,753 |
) |
|
|
85,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income/(loss) before management fee and income taxes |
|
|
(20,918 |
) |
|
|
6,214 |
|
|
|
(77,399 |
) |
|
|
75,718 |
|
Management fee |
|
|
- |
|
|
|
226 |
|
|
|
- |
|
|
|
7,209 |
|
Income/(loss) before income taxes |
|
|
(20,918 |
) |
|
|
5,988 |
|
|
|
(77,399 |
) |
|
|
68,509 |
|
Income tax expense/(benefit) |
|
|
(4,914 |
) |
|
|
484 |
|
|
|
(17,798 |
) |
|
|
15,094 |
|
Income/(loss) before noncontrolling interests |
|
|
(16,004 |
) |
|
|
5,504 |
|
|
|
(59,601 |
) |
|
|
53,415 |
|
Income/(loss) attributable to noncontrolling interests |
|
|
494 |
|
|
|
4,001 |
|
|
|
2,970 |
|
|
|
3,641 |
|
Net income/(loss) attributable to |
|
$ |
(16,498 |
) |
|
$ |
1,503 |
|
|
$ |
(62,571 |
) |
|
$ |
49,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.75 |
) |
|
$ |
0.07 |
|
|
$ |
(2.84 |
) |
|
$ |
2.25 |
|
Diluted |
|
$ |
(0.75 |
) |
|
$ |
0.07 |
|
|
$ |
(2.84 |
) |
|
$ |
2.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
22,010 |
|
|
|
22,084 |
|
|
|
22,033 |
|
|
|
22,141 |
|
Diluted |
|
|
22,010 |
|
|
|
22,084 |
|
|
|
22,033 |
|
|
|
22,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual shares outstanding - end of period |
|
|
22,004 |
|
|
|
22,062 |
|
|
|
22,004 |
|
|
|
22,062 |
|
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION
The financial results set forth in this press release are preliminary. Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the
Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Some of the factors that could cause our actual results to differ from our expectations or beliefs include a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, and a general downturn in the economy that negatively impacts our operations. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors contained in our Form 10 and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.
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Chief Executive Officer
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