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
(Exact name of registrant as specified in its charter)
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| (I.R.S. Employer Identification No.) |
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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 |
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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.
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| Large accelerated filer ☐ | Accelerated filer ☐ |
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| | Smaller reporting company |
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| 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 November 7, 2022 |
| Class A Common Stock, .001 par value |
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| Class B Common Stock, .001 par value |
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As of November 7, 2022, 3,039,448 shares of class A common stock and 18,962,754 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 36,758 shares of class A and class B common stock, respectively. In addition, there are 211,910 Phantom Restricted Stock Awards outstanding as of September 30, 2022.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
INDEX
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| PART I. | FINANCIAL INFORMATION | |
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| Item 1. |
Unaudited Condensed Consolidated Financial Statements: |
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Condensed Consolidated Statements of Financial Condition (Unaudited) |
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| Condensed Consolidated Statements of Comprehensive Income (Unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| PART II. |
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* 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)
| September 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents (includes U.S. Treasury Bills with maturities of less than 3 months) | $ | $ | ||||||
| Investments in U.S. Treasury Bills with greater than 3 month maturities | ||||||||
| Investments in equity securities (includes GBL stock with a value of $ million and $ million, respectively) | ||||||||
| Investments in affiliated registered investment companies | ||||||||
| Investments in partnerships | ||||||||
| Receivable from brokers | ||||||||
| Investment advisory fees receivable | ||||||||
| Receivable and investment in note receivable from affiliates | ||||||||
| Income taxes receivable, including deferred tax assets, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Investments in marketable securities held in trust | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY | ||||||||
| Payable to brokers | $ | $ | ||||||
| Income taxes payable, including deferred tax liabilities, net | ||||||||
| Compensation payable | ||||||||
| Securities sold, not yet purchased | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Tendered redeemable noncontrolling interests payable | ||||||||
| Deferred underwriting fee payable | ||||||||
| PMV warrant liability | ||||||||
| Total liabilities | ||||||||
| Redeemable noncontrolling interests | ||||||||
| Commitments and contingencies (Note J) | ||||||||
| 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; and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Treasury stock, at cost ( and shares, respectively) | ( | ) | ( | ) | ||||
| Total Associated Capital Group, Inc. equity | ||||||||
| Noncontrolling interests | ( | ) | ||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
As of September 30, 2022 and December 31, 2021, certain balances include amounts related to consolidated variable interest entities (“VIEs”) and voting interest entities (“VOEs”). See Footnote D.
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(In thousands, except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | ||||||||||||||||
| Investment advisory and incentive fees | $ | $ | $ | $ | ||||||||||||
| Other revenues | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Expenses | ||||||||||||||||
| Compensation | ||||||||||||||||
| Management fee | ||||||||||||||||
| Other operating expenses | ( | ) | ||||||||||||||
| Total expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/(loss) | ||||||||||||||||
| Net gain/(loss) from investments | ( | ) | ( | ) | ||||||||||||
| Interest and dividend income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Shareholder-designated contribution | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income/(loss), 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: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Actual shares outstanding | ||||||||||||||||
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
(Dollars in thousands)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| 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
UNAUDITED
(Dollars in thousands)
For the three months ended March 31, 2022, June 30, 2022 and September 30, 2022
| Associated Capital Group, Inc. shareholders | ||||||||||||||||||||||||||||||||
| Additional | Redeemable | |||||||||||||||||||||||||||||||
| Common | Retained | Paid-in | Treasury | Noncontrolling | Total | Noncontrolling | ||||||||||||||||||||||||||
| Stock | Earnings | Capital | Stock | Total | Interests | Equity | Interests | |||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Redemptions of noncontrolling interests | ( | ) | ||||||||||||||||||||||||||||||
| Net income/(loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Accretion of redeemable noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other changes to redeemable noncontrolling interests | ( | ) | ||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Redemptions of noncontrolling interests | ( | ) | ||||||||||||||||||||||||||||||
| Net income/(loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Dividends declared ($ per share) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Accretion of redeemable noncontrolling interest | ( | ) | ||||||||||||||||||||||||||||||
| Other changes to redeemable noncontrolling interests | ( | ) | ||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Redemptions of noncontrolling interests | ( | ) | ||||||||||||||||||||||||||||||
| Net income/(loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Accretion of redeemable noncontrolling interest | ( | ) | ||||||||||||||||||||||||||||||
| Effect of deconsolidation | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Other changes to redeemable noncontrolling interests | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
UNAUDITED
(Dollars in thousands)
For the three months ended March 31, 2021, June 30, 2021 and September 30, 2021
| Associated Capital Group, Inc. shareholders | ||||||||||||||||||||||||||||||||
| Additional | Redeemable | |||||||||||||||||||||||||||||||
| Common | Retained | Paid-in | Treasury | Noncontrolling | Total | Noncontrolling | ||||||||||||||||||||||||||
| Stock | Earnings | Capital | Stock | Total | Interests | Equity | Interests | |||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||
| Contributions from redeemable noncontrolling interests | ||||||||||||||||||||||||||||||||
| Redemptions of noncontrolling interests | ( | ) | ||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||
| Contributions from redeemable noncontrolling interests | ||||||||||||||||||||||||||||||||
| Net income/(loss) | ( | ) | ||||||||||||||||||||||||||||||
| Dividends declared ($ per share) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Accretion of redeemable noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other changes to redeemable noncontrolling interests | ( | ) | ||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Redemptions of noncontrolling interests | ( | ) | ||||||||||||||||||||||||||||||
| Net income/(loss) | ||||||||||||||||||||||||||||||||
| Purchase of treasury stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Accretion of redeemable noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(Dollars in thousands)
| Nine Months Ended |
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| September 30, |
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| 2022 |
2021 |
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| Operating activities |
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| Net income/(loss) |
$ | ( |
) | $ | ||||
| Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: |
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| Equity in net (gains)/losses from partnerships |
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| Depreciation and amortization |
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| Deferred income taxes |
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| Donated securities |
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| Unrealized (gains)/losses on securities |
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| Dividends received as securities |
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| Loss on deconsolidation of subsidiary |
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| Realized gains on sales of securities |
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| (Increase)/decrease in assets: |
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| Investments in trading securities |
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| Investments in partnerships: |
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| Contributions to partnerships |
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| Distributions from partnerships |
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| Receivable from affiliates |
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| Receivable from brokers |
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| Investment advisory fees receivable |
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| Income taxes receivable |
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| Other assets |
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| Increase/(decrease) in liabilities: |
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| Payable to affiliates |
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| Payable to brokers |
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| Income taxes payable |
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| Compensation payable |
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| Accrued expenses and other liabilities |
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| Total adjustments |
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| Net cash (used in)/provided by operating activities |
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| Investing activities |
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| Maturities of marketable securities held in trust |
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| Purchases of marketable securities held in trust |
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| Purchases of securities |
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| Proceeds from sales of securities |
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| Return of capital on securities |
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| Deconsolidation of subsidiary cash |
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| Proceeds from maturities of debt securities held to maturity |
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| Net cash provided by investing activities |
$ | $ | ||||||
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED (continued)
(Dollars in thousands)
| Nine Months Ended |
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| September 30, |
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| 2022 |
2021 |
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| Financing activities |
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| Dividends paid |
( |
) | ( |
) | ||||
| Purchase of treasury stock |
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) | ( |
) | ||||
| Redemptions of redeemable noncontrolling interests |
( |
) | ( |
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| Net cash used in financing activities |
( |
) | ( |
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| Net (decrease)/increase in cash, cash equivalents and restricted cash |
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| Cash, cash equivalents and restricted cash at beginning of period |
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| Cash, cash equivalents and restricted cash at end of period |
$ | $ | ||||||
| Supplemental disclosures of cash flow information: |
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| Cash paid for interest |
$ | $ | ||||||
| Cash paid for taxes |
$ | $ | ||||||
| Reconciliation of Cash, cash equivalents and restricted cash at end of period: |
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| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash included in receivable from broker |
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| Cash, cash equivalents and restricted cash |
$ | $ | ||||||
Supplemental disclosure of non-cash activity:
- For 2022, the Company deconsolidated certain subsidiaries which resulted in a reduction of $176.9 million of assets, $7.4 million of liabilities and $152.1 million of Redeemable noncontrolling interests. The deconsolidated assets are almost entirely attributable to $175.4 million of Investments in marketable securities held in trust and $1.5 million of cash held by Consolidated PMV, the latter of which is reflected as an Investing outflow. The deconsolidated liabilities are almost entirely attributable to $6.1 million Deferred underwriting fee payable, and $0.9 million of PMV warrant liability.
- For 2022, $29.0 million of redeemable noncontrolling interest holders tendered their shares in one of our consolidated VOE's prior to September 30, 2022. The cash payment for this tender occurred in October 2022.
See accompanying notes.
ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2022
(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 investment 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 (the “Advisers Act”).
PMV Consumer Acquisition Corp.
PMV Consumer Acquisition Corp. ("PMV"), a special purpose acquisition corporation, and its sponsor, PMV Consumer Acquisition Holding Company, LLC (“Sponsor”, collectively "Consolidated PMV") were previously consolidated in the financial statements of AC because AC had a controlling financial interest in these entities. Commencing in August 2022, as a result of management and organization restructuring negotiations at the Sponsor to extend the life of PMV, AC no longer controlled Consolidated PMV. As a result, Consolidated PMV was deconsolidated from the financial statements.
As of December 31, 2021, the Consolidated PMV entity resulted in the consolidation of $
See Note E in our 10-K for a further discussion of PMV Consumer Acquisition Corp. as well as its registration statement, Annual Reports, and Quarterly Reports, which are all located on the U.S. Securities and Exchange Commission website https://www.sec.gov under the symbol PMVC.
AC Spin-off
On November 30, 2015, GAMCO Investors, Inc. (“GAMCO” or “GBL”) 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.
The interim condensed consolidated financial statements include the accounts of AC Group and its subsidiaries. All material 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 D. Investment Partnerships and Other Entities.
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, 2021.
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 June 2016, the FASB issued ASU 2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Currently, U.S. GAAP requires an “incurred loss” methodology that delays recognition until it is probable a loss has been incurred. Under ASU 2016-13, the allowance for credit losses must be deducted from the amortized cost of the financial asset to present the net amount expected to be collected. The condensed consolidated statements of income will reflect the measurement of credit losses for newly recognized financial assets as well as the expected increases or decreases of expected credit losses that have taken place during the period. In November 2019, the FASB issued ASU 2019-10, which deferred the effective date of this guidance for smaller reporting companies for three years. This guidance is effective for the Company on January 1, 2023 and requires a modified retrospective transition method, which will result in a cumulative-effect adjustment in retained earnings upon adoption. Early adoption is permitted. The Company is currently assessing the potential impact of this new guidance on the Company’s consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other, to simplify the process used to test for impairment of goodwill. Under the new standard, an impairment loss must be recognized in an amount equal to the excess of the carrying amount of a reporting unit over its fair value, limited to the total amount of goodwill allocated to that reporting unit. As a smaller reporting company pursuant to ASU 2019-10, the ASU is effective for the Company on January 1, 2023. This guidance will be effective for the Company on January 1, 2023 using a prospective transition method and early adoption is permitted. The Company is currently evaluating the potential effect of this new guidance on the Company’s consolidated financial statements.
Refer to the Company’s audited consolidated financial statements included in our Annual Report on Form 10K for the year ended December 31, 2021 for the Company’s revenue recognition policy.
The Company’s major revenue sources are as follows for the three and nine months ended September 30, 2022 and 2021 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Investment advisory and incentive fees | ||||||||||||||||
| Asset-based advisory fees | $ | $ | $ | $ | ||||||||||||
| Performance-based advisory fees | ||||||||||||||||
| Sub-advisory fees | ||||||||||||||||
| Sub-total | ||||||||||||||||
| Other | ||||||||||||||||
| Miscellaneous | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Investments in securities at September 30, 2022 and December 31, 2021 consisted of the following (in thousands):
| September 30, 2022 | December 31, 2021 | |||||||||||||||
| Cost | Fair Value | Cost | Fair Value | |||||||||||||
| Debt - Trading Securities: | ||||||||||||||||
| U.S. Treasury Bills | $ | $ | $ | $ | ||||||||||||
| Equity Securities: | ||||||||||||||||
| Common stocks | ||||||||||||||||
| Mutual funds | ||||||||||||||||
| Other investments | ||||||||||||||||
| Total equity securities | ||||||||||||||||
| Total investments in securities | $ | $ | $ | $ | ||||||||||||
| Investments in marketable securities held in trust(1) | $ | $ | $ | $ | ||||||||||||
(1) At December 31, 2021, marketable securities held in the trust account through PMV were comprised of U.S Treasury Bills which mature in less than one year with an amortized cost and fair value of approximately $
The Company's held to maturity investments at September 30, 2022 and December 31, 2021 consisted of the following (in thousands):
| September 30, 2022 | ||||||||||||||||
| Amortized cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Estimated Fair Value | |||||||||||||
| Held to maturity: | ||||||||||||||||
| Investment in note receivable from affiliate | $ | $ | $ | |||||||||||||
During the nine months ended September 30, 2022, the Company received proceeds of $
| December 31, 2021 | ||||||||||||||||
| Amortized cost | Gross Unrealized Holding Gains | Gross Unrealized Holding Losses | Estimated Fair Value | |||||||||||||
| Held to maturity: | ||||||||||||||||
| Investment in note receivable from affiliate(2) | $ | $ | $ | $ | ||||||||||||
(2) Investment in note receivable from affiliate relates to
Securities sold, not yet purchased at September 30, 2022 and December 31, 2021 consisted of the following (in thousands):
| September 30, 2022 | December 31, 2021 | |||||||||||||||
| Cost | Fair Value | Cost | Fair Value | |||||||||||||
| Equity securities: | ||||||||||||||||
| Common stocks | $ | $ | $ | $ | ||||||||||||
| Other investments | ||||||||||||||||
| Total securities sold, not yet purchased | $ | $ | $ | $ | ||||||||||||
Investments in affiliated registered investment companies at September 30, 2022 and December 31, 2021 consisted of the following (in thousands):
| September 30, 2022 | December 31, 2021 | |||||||||||||||
| Cost | Fair Value | Cost | Fair Value | |||||||||||||
| Equity securities: | ||||||||||||||||
| Closed-end funds | $ | $ | $ | $ | ||||||||||||
| Mutual funds | ||||||||||||||||
| Total investments in affiliated registered investment companies | $ | $ | $ | $ | ||||||||||||
D. Investment Partnerships and Other Entities
The Company is general partner or co-general partner of various affiliated entities whose underlying assets consist primarily of marketable securities (“Affiliated Entities”). We also had investments in unaffiliated partnerships, offshore funds and other entities of $
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 had investments in Affiliated Entities totaling $
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
PMV Consumer Acquisition Corp.
Refer to the Company's audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 for background on PMV Consumer Acquisition Corp.
Commencing in August 2022, as a result of management and organization restructuring negotiations at the Sponsor to extend the life of PMV, AC no longer controlled Consolidated PMV. As a result, Consolidated PMV was deconsolidated from the financial statements. and a loss of $
We accounted for our remaining interest in PMV (comprising
We accounted for our remaining interest in the Sponsor (comprising our original $4.0 million investment) under the equity method. The initial fair value was $
In 2021 and prior to August 2022, AC consolidated the assets, liabilities and the results of operations of both PMV and Sponsor. AC invested $
The following table reflects the net impact of the consolidated investment partnerships and other entities (“Consolidated Entities”) on the condensed consolidated statements of financial condition (in thousands):
| September 30, 2022 | ||||||||||||
| Prior to | Consolidated | |||||||||||
| Assets | Consolidation | Entities | As Reported | |||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Investments in U.S. Treasury Bills | ||||||||||||
| Investments in securities | ||||||||||||
| Investments in affiliated registered investment companies | ( | ) | ||||||||||
| Investments in partnerships | ( | ) | ||||||||||
| Receivable from brokers | ||||||||||||
| Investment advisory fees receivable | ( | ) | ||||||||||
| Other assets(1) | ||||||||||||
| Investments in marketable securities held in trust | ||||||||||||
| Total assets | $ | $ | $ | |||||||||
| Liabilities and equity | ||||||||||||
| Securities sold, not yet purchased | $ | $ | $ | |||||||||
| Payable to brokers and other liabilities(1) | ||||||||||||
| Tendered redeemable noncontrolling interests payable | ||||||||||||
| Redeemable noncontrolling interests | ||||||||||||
| Total equity | ||||||||||||
| Total liabilities and equity | $ | $ | $ | |||||||||
| December 31, 2021 | ||||||||||||
| Prior to | Consolidated | |||||||||||
| Assets | Consolidation | Entities | As Reported | |||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Investments in U.S. Treasury Bills | ||||||||||||
| Investments in securities | ||||||||||||
| Investments in affiliated registered investment companies | ( | ) | ||||||||||
| Investments in partnerships | ( | ) | ||||||||||
| Receivable from brokers | ||||||||||||
| Investment advisory fees receivable | ( | ) | ||||||||||
| Other assets(1) | ( | ) | ||||||||||
| Investments in marketable securities held in trust | ||||||||||||
| Total assets | $ | $ | $ | |||||||||
| Liabilities and equity | ||||||||||||
| Securities sold, not yet purchased | ||||||||||||
| Accrued expenses and other liabilities(1) | ||||||||||||
| Redeemable noncontrolling interests | ||||||||||||
| Total equity(2) | ( | ) | ||||||||||
| Total liabilities and equity | $ | $ | $ | |||||||||
(
(2) Debit adjustments to Total equity reflect the amortization of the discount related to the issuance of PMV SPAC’s redeemable noncontrolling interest. The discount is amortized through an adjustment to additional paid-in capital and noncontrolling interest (proportionate to ownership interest in PMV Sponsor) and is also adjusted periodically for income/loss allocated to redeemable noncontrolling interest.
The following table reflects the net impact of the consolidated entities on the condensed consolidated statements of income (in thousands):
| Three Months Ended September 30, 2022 | ||||||||||||
| 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 September 30, 2021 | ||||||||||||
| Prior to | Consolidated | |||||||||||
| Consolidation | Entities | As Reported | ||||||||||
| Total revenues | $ | $ | ( | ) | $ | |||||||
| Operating loss | ( | ) | ( | ) | ||||||||
| Total other income, net | ||||||||||||
| Income/(loss) before noncontrolling interests | ||||||||||||
| Income/(loss) attributable to noncontrolling interests, net of taxes | ||||||||||||
| Net income | $ | $ | $ | |||||||||
| Nine Months Ended September 30, 2022 | ||||||||||||
| 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) | $ | ( | ) | $ | $ | ( | ) | |||||
| Nine Months Ended September 30, 2021 | ||||||||||||
| Prior to | Consolidated | |||||||||||
| Consolidation | Entities | As Reported | ||||||||||
| Total revenues | $ | $ | ( | ) | $ | |||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Total other income, net | ||||||||||||
| Income/(loss) before noncontrolling interests | ||||||||||||