Associated Capital Group(AC)
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Associated Capital Group(AC) - 2019 Q1 - Quarterly Report
2019-05-09 00:22
PART I. FINANCIAL INFORMATION This section provides the unaudited condensed consolidated financial statements and management's discussion and analysis for the first quarter of 2019 [Item 1. Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2019, highlighting a significant turnaround to profitability driven by investment gains and providing detailed notes on accounting policies and financial items [Condensed Consolidated Statements of Financial Condition](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Financial%20Condition) As of March 31, 2019, total assets increased to **$994.7 million** from **$954.4 million**, primarily due to higher investment values, with total liabilities and equity also rising Condensed Consolidated Statement of Financial Condition (in thousands) | Account | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $396,020 | $409,564 | | Investments in securities | $219,104 | $179,011 | | **Total Assets** | **$994,696** | **$954,433** | | **Liabilities & Equity** | | | | Total liabilities | $54,911 | $38,385 | | Total Associated Capital Group, Inc. stockholders' equity | $889,004 | $866,248 | | **Total Liabilities and Equity** | **$994,696** | **$954,433** | [Condensed Consolidated Statements of Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) The company reported **$24.7 million** net income in Q1 2019, a significant reversal from a **$22.4 million** net loss in Q1 2018, primarily driven by a **$35.0 million** net gain from investments Condensed Consolidated Statement of Income (in thousands, except per share data) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Total revenues | $4,652 | $4,703 | | Total expenses | $12,528 | $8,953 | | Operating loss | $(7,876) | $(4,250) | | Net gain/(loss) from investments | $34,979 | $(27,530) | | Net income/(loss) attributable to ACG shareholders | $23,147 | $(22,229) | | Diluted EPS | $1.02 | $(0.95) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$12.7 million** for Q1 2019, resulting in a **$13.5 million** net decrease in cash and equivalents, ending the quarter with **$396.2 million** Summary of Cash Flows (in thousands) | Activity | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | $(12,705) | $(29,388) | | Net cash provided by investing activities | $2,337 | $15,000 | | Net cash (used in) provided by financing activities | $(3,176) | $5,201 | | **Net decrease in cash and cash equivalents** | **$(13,544)** | **$(9,187)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes detail the company's business structure, accounting policies, revenue sources, investment portfolio, and significant events including stock repurchases and subsequent board actions - The company's business includes alternative investment management (equity event-driven value strategies), institutional research, and underwriting services through its subsidiaries GCIA and G.research[16](index=16&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) Revenue Breakdown (in thousands) | Revenue Source | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Investment advisory and incentive fees | $2,733 | $2,529 | | Institutional research services | $1,913 | $2,152 | | Other | $6 | $22 | | **Total** | **$4,652** | **$4,703** | - During Q1 2019, the company repurchased approximately **10,000 shares** for **$0.4 million**. In Q1 2018, it repurchased **13,000 shares** for **$0.5 million**[68](index=68&type=chunk) - Subsequent to the quarter's end, the Board approved a semi-annual dividend of **$0.10 per share**, issued a **$2.1 million** promissory note to the Executive Chairman, and approved the purchase of a building for its corporate offices[81](index=81&type=chunk)[82](index=82&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's Q1 2019 performance, highlighting a shift to **$23.1 million** net income driven by investment gains, AUM growth, and a strong liquidity position [Overview](index=24&type=section&id=MD%26A%20Overview) This overview details the company's alternative investment management, institutional research, and direct investing segments, noting strong fund performance and strategic considerations for the research business - The company's event-driven 'Associates Funds' (merger arbitrage) returned **+2.04%** net of fees for the first quarter of 2019[89](index=89&type=chunk) - The Board has formed a special committee to negotiate a transaction for its institutional research services business, with a sale or spin-off being considered[91](index=91&type=chunk) - The direct investment business is structured around three pillars: Gabelli Private Equity Partners, LLC (GPEP), the SPAC business, and Gabelli Principal Strategies Group, LLC (GPS)[94](index=94&type=chunk) [Results of Operations](index=27&type=section&id=MD%26A%20Results%20of%20Operations) Operating loss widened to **$7.9 million** in Q1 2019 due to a new management fee, but a **$35.0 million** net investment gain resulted in **$23.1 million** net income Results of Operations Comparison (in thousands) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Total revenues | $4,652 | $4,703 | | Operating loss | $(7,876) | $(4,250) | | Net gain/(loss) from investments | $34,979 | $(27,530) | | Net income/(loss) attributable to ACG shareholders | $23,147 | $(22,229) | - The increase in operating loss was primarily driven by a new management fee expense of **$3.3 million** paid to the Executive Chairman, which was not incurred in Q1 2018 due to a pre-tax loss in that period[112](index=112&type=chunk) - Investment advisory fees increased to **$2.7 million** from **$2.5 million** due to higher AUM. If incentive fees had crystallized at quarter-end, an additional **$3.7 million** would have been recognized[108](index=108&type=chunk) [Assets Under Management](index=28&type=section&id=Assets%20Under%20Management) Total Assets Under Management (AUM) grew to **$1.591 billion** by March 31, 2019, driven by market appreciation and net cash inflows AUM by Strategy (in millions) | Strategy | March 31, 2019 | Dec 31, 2018 | March 31, 2018 | | :--- | :--- | :--- | :--- | | Event Merger Arbitrage | $1,401 | $1,342 | $1,407 | | Event-Driven Value | $127 | $118 | $88 | | Other | $63 | $60 | $65 | | **Total AUM** | **$1,591** | **$1,520** | **$1,560** | AUM Roll-Forward for Q1 2019 (in millions) | | AUM at Dec 31, 2018 | Market Appreciation | Net Cash Flows | AUM at March 31, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Total** | **$1,520** | **$36** | **$35** | **$1,591** | [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$396 million** in cash and equivalents, and its broker-dealer subsidiary remains well-capitalized - The company's principal assets are highly liquid, consisting of cash and cash equivalents, marketable securities, and investments in funds and partnerships[120](index=120&type=chunk) Cash Flow Summary for Q1 2019 (in thousands) | Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(12,705) | | Net cash provided by investing activities | $2,337 | | Net cash used in financing activities | $(3,176) | - The broker-dealer subsidiary, G.research, had net capital of **$8.4 million** at March 31, 2019, which was **$8.1 million** in excess of its required minimum[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that as a smaller reporting company, it is not required to provide information for this item - As a smaller reporting company, this information is **not required to be provided**[127](index=127&type=chunk) [Item 4. Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2019, with no material changes to internal control over financial reporting - The CEO and CAO concluded that the company's disclosure controls and procedures were **effective as of March 31, 2019**[128](index=128&type=chunk) - **No changes occurred** during the most recent fiscal quarter that have **materially affected, or are reasonably likely to materially affect**, the company's internal control over financial reporting[129](index=129&type=chunk) PART II. OTHER INFORMATION This section covers other information including legal proceedings, equity security sales, and exhibits filed with the report [Item 1. Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) Management assesses that potential losses from legal proceedings and regulatory examinations are not material to the company's financial condition or results of operations - Management believes that potential losses from any current legal proceedings or regulatory matters are **not material to the company's financial condition** as of March 31, 2019[132](index=132&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's stock repurchase activity, noting **9,776** Class A Common Stock shares repurchased in March 2019 at **$40.03** per share Share Repurchases in Q1 2019 | Period | Total Shares Repurchased | Average Price Paid Per Share | | :--- | :--- | :--- | | Jan 2019 | - | - | | Feb 2019 | - | - | | Mar 2019 | 9,776 | $40.03 | | **Total** | **9,776** | **$40.03** | [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CAO certifications and XBRL data files for financial reporting - The filing includes CEO and CAO certifications pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350 (Sarbanes-Oxley Act of 2002)[134](index=134&type=chunk) - XBRL data files, including the Instance Document and various taxonomy extension documents, are included as exhibits[134](index=134&type=chunk)
Associated Capital Group(AC) - 2018 Q4 - Annual Report
2019-03-08 22:25
Part I [Item 1: Business](index=4&type=section&id=Item%201%20Business) Associated Capital Group, Inc. (AC) operates primarily in alternative investment management and institutional research services, following its 2015 spin-off from GAMCO Investors, Inc. (GBL) - The company operates two main business segments: Alternative Investment Management through GCIA and Institutional Research Services through G.research[14](index=14&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) - AC was spun-off from GAMCO Investors, Inc. (GBL) on November 30, 2015, with a **$250 million note from GAMCO** fully repaid by year-end 2018[15](index=15&type=chunk)[18](index=18&type=chunk) Assets Under Management (AUM) as of December 31 (in millions) | Strategy | 2018 | 2017 | | :--- | :--- | :--- | | Event Merger Arbitrage | $1,342 | $1,384 | | Event-Driven Value | $118 | $91 | | Other | $60 | $66 | | **Total** | **$1,520** | **$1,541** | - The institutional research services business, G.research, derives a significant portion of its revenue from GAMCO and its affiliates, with the Board exploring strategic options for this unit in 2018[32](index=32&type=chunk)[33](index=33&type=chunk) - The company's business strategy includes leveraging its proprietary investment portfolio for seed capital, geographic expansion, and strategic acquisitions, such as the creation of a Special Purpose Acquisition Vehicle (SPAC) in Italy[34](index=34&type=chunk)[38](index=38&type=chunk) - The company is subject to extensive regulation by various bodies including the SEC and FINRA in the U.S., and is impacted by European directives such as AIFMD and MiFID II[46](index=46&type=chunk)[47](index=47&type=chunk)[60](index=60&type=chunk) [Item 1A: Risk Factors](index=13&type=section&id=Item%201A%20Risk%20Factors) As a smaller reporting company, Associated Capital Group, Inc. is not required to provide the information for this item - Smaller reporting companies are not required to provide the information required by this item[74](index=74&type=chunk) [Item 1B: Unresolved Staff Comments](index=13&type=section&id=Item%201B%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - The company has no unresolved staff comments[74](index=74&type=chunk) [Item 2: Properties](index=13&type=section&id=Item%202%20Properties) The company does not own any properties and subleases office space from its former parent company, GAMCO, in Rye, NY - AC owns no properties and pays rent to GAMCO for office space based on a sublease agreement[75](index=75&type=chunk) [Item 3: Legal Proceedings](index=13&type=section&id=Item%203%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings that would exceed 10% of its consolidated assets - The company is not currently subject to any legal proceedings where the claim for damages exceeds **10% of its consolidated assets**[76](index=76&type=chunk) [Item 4: Mine Safety Disclosures](index=13&type=section&id=Item%204%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[77](index=77&type=chunk) Part II [Item 5: Market For The Registrant's Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities](index=13&type=section&id=Item%205%20Market%20For%20The%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20And%20Issuer%20Purchases%20Of%20Equity%20Securities) The company's Class A Stock trades on the NYSE under the symbol 'AC' and has an active stock repurchase program - The company's Class A Stock is traded on the New York Stock Exchange under the symbol AC[77](index=77&type=chunk) - The Board of Directors has authorized a stock repurchase program, with **1,204,213 shares** remaining available for repurchase as of December 31, 2018[79](index=79&type=chunk)[81](index=81&type=chunk) - In 2018, the company completed two exchange offers, repurchasing **867,535 Class A shares** in exchange for **1,376,554 shares of GBL**[81](index=81&type=chunk) - Under the 2015 Equity Compensation Plan, the company awarded **172,800 Phantom Restricted Stock Awards (RSAs)** in 2018, with **1,289,100 shares** remaining available for future issuance[82](index=82&type=chunk)[83](index=83&type=chunk) [Item 6: Selected Financial Data](index=14&type=section&id=Item%206%20Selected%20Financial%20Data) As a smaller reporting company, Associated Capital Group, Inc. is not required to provide the information for this item - Smaller reporting companies are not required to provide the information required by this item[84](index=84&type=chunk) [Item 7: Management's Discussion And Analysis Of Financial Condition And Results Of Operations](index=14&type=section&id=Item%207%20Management%27s%20Discussion%20And%20Analysis%20Of%20Financial%20Condition%20And%20Results%20Of%20Operations) For fiscal year 2018, Associated Capital Group reported a net loss of **$58.1 million**, primarily driven by a **$65.2 million** net loss from investments, with total revenues decreasing by **15.4%** to **$22.8 million** [Operating Results (2018 vs. 2017)](index=16&type=section&id=Operating%20Results%20for%20the%20Year%20Ended%20December%2031%2C%202018%20as%20Compared%20to%20the%20Year%20Ended%20December%2031%2C%202017) In 2018, total revenues fell to **$22.8 million** from **$26.9 million** in 2017, a **15.4%** decrease, primarily due to a **32.1%** drop in institutional research services revenue Revenues by Type (in thousands) | Revenue Type | 2018 | 2017 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Investment advisory and incentive fees | $14,409 | $14,551 | $(142) | (1.0)% | | Institutional research services | $8,284 | $12,199 | $(3,915) | (32.1)% | | Other revenues | $86 | $165 | $(79) | (47.9)% | | **Total revenues** | **$22,779** | **$26,915** | **$(4,136)** | **(15.4)%** | - Compensation expense decreased by **$4.7 million** to **$25.9 million** in 2018, primarily due to lower fixed compensation and a **$5.2 million** decrease in stock-based compensation expense[106](index=106&type=chunk)[107](index=107&type=chunk) - The company reported a net loss from investments of **$65.2 million** in 2018, a stark contrast to the **$20.6 million** net gain in 2017, mainly due to mark-to-market changes in the value of GAMCO stock and other investments[110](index=110&type=chunk) - Net loss for 2018 was **$58.1 million**, compared to a net income of **$8.8 million** in 2017, with the change primarily driven by mark-to-market losses on the investment portfolio[115](index=115&type=chunk) [Liquidity and Capital Resources](index=18&type=section&id=Liquidity%20and%20Capital%20Resources) The company ended 2018 with a strong liquidity position, holding **$409.6 million** in cash and cash equivalents and **$481.3 million** in net investments, with net cash provided by operations at **$77.0 million** Summary Cash Flow Data (in thousands) | Activity | 2018 | 2017 | | :--- | :--- | :--- | | Operating activities | $76,980 | $(67,620) | | Investing activities | $4,736 | $(18,734) | | Financing activities | $34,689 | $65,373 | | **Net increase (decrease) in cash** | **$116,405** | **$(20,981)** | - At year-end 2018, the company had cash and cash equivalents of **$409.6 million** and net investments of **$481.3 million**[117](index=117&type=chunk) - Net cash from financing activities in 2018 was driven by the final **$50.0 million** principal payment on the GAMCO Note, partially offset by **$7.0 million** in treasury stock purchases and **$4.7 million** in dividend payments[123](index=123&type=chunk) - The broker-dealer subsidiary, G.research, had net capital of **$9.1 million** as of December 31, 2018, exceeding the minimum regulatory requirement of **$250,000**[124](index=124&type=chunk) [Critical Accounting Policies](index=19&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies involve significant management judgment and estimates, covering revenue recognition, investments, VIE consolidation, income taxes, and stock-based compensation - Investment advisory fees are based on AUM, while incentive fees (typically **20% of profits**) are recognized at the end of an annual measurement period or upon investor redemption[128](index=128&type=chunk)[130](index=130&type=chunk) - Beginning in 2018, due to new accounting standards, all realized and unrealized gains or losses on equity securities are reported in current period earnings[133](index=133&type=chunk) - The company consolidates Variable Interest Entities (VIEs) where it is determined to be the primary beneficiary, meaning it has both the power to direct significant activities and significant exposure to the VIE's economics[140](index=140&type=chunk) - In 2018, the company began issuing Phantom Restricted Stock Awards (Phantom RSAs), which are cash-settled and accounted for as a liability, with the fair value remeasured at each reporting date[151](index=151&type=chunk)[152](index=152&type=chunk) [Item 7A: Quantitative And Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%207A%20Quantitative%20And%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Associated Capital Group, Inc. is not required to provide the information for this item - Smaller reporting companies are not required to provide the information required by this item[157](index=157&type=chunk) [Item 8: Financial Statements And Supplementary Data](index=23&type=section&id=Item%208%20Financial%20Statements%20And%20Supplementary%20Data) This section contains the company's consolidated financial statements for the years ended December 31, 2018 and 2017, audited by Deloitte & Touche LLP, including key figures for revenues, net loss, and total assets [Consolidated Statements of Income](index=25&type=section&id=Consolidated%20Statements%20of%20Income) For the year ended December 31, 2018, the company reported a total net loss of **$57.4 million**, with a net loss attributable to shareholders of **$58.1 million**, or **($2.52)** per share Consolidated Statements of Income Highlights (in thousands) | Line Item | 2018 | 2017 | | :--- | :--- | :--- | | Total revenues | $22,779 | $26,915 | | Total expenses | $36,259 | $47,301 | | Operating loss | $(13,480) | $(20,386) | | Net gain/(loss) from investments | $(65,203) | $20,598 | | Income/(loss) before income taxes | $(68,861) | $6,264 | | Net income/(loss) | $(57,383) | $8,684 | | **Net income/(loss) attributable to ACG shareholders** | **$(58,099)** | **$8,837** | Earnings Per Share (EPS) | EPS Type | 2018 | 2017 | | :--- | :--- | :--- | | Basic | $(2.52) | $0.37 | | Diluted | $(2.52) | $0.37 | [Consolidated Statements of Financial Condition](index=27&type=section&id=Consolidated%20Statements%20of%20Financial%20Condition) As of December 31, 2018, total assets were **$954.4 million**, a decrease from **$1,006.9 million** in 2017, primarily due to a reduction in the value of investments in securities Consolidated Balance Sheet Highlights (in thousands) | Line Item | Dec 31, 2018 | Dec 31, 2017 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $409,564 | $293,112 | | Investments in securities | $229,960 | $352,637 | | **Total assets** | **$954,433** | **$1,006,915** | | **Liabilities & Equity** | | | | Total liabilities | $38,385 | $42,538 | | Total Associated Capital Group, Inc. equity | $866,248 | $918,147 | | **Total liabilities and equity** | **$954,433** | **$1,006,915** | [Notes to Consolidated Financial Statements](index=32&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and financial results, including its spin-off, new accounting standards, investment breakdowns, and related-party transactions - **(Note A)** The company was formed via a spin-off from GAMCO Investors, Inc. (GBL) on November 30, 2015, with a **$250 million** promissory note from GAMCO fully repaid in 2018[186](index=186&type=chunk)[189](index=189&type=chunk) - **(Note B)** Effective January 1, 2018, the company adopted new accounting standards (ASU 2014-09 for revenue and ASU 2016-01 for financial instruments), which resulted in changes to disclosures and reclassifications but had no material impact on the financial statements[243](index=243&type=chunk)[244](index=244&type=chunk) - **(Note D)** The company's investment in GAMCO (GBL) common stock had a fair value of **$50.9 million** at year-end 2018, down from **$130.3 million** at year-end 2017[172](index=172&type=chunk) - **(Note I)** The company has significant related-party transactions, including earning institutional research commissions and research service fees from GAMCO affiliates, and subleasing office space from GAMCO[316](index=316&type=chunk)[317](index=317&type=chunk)[322](index=322&type=chunk) - **(Note J)** In 2018, the company completed two exchange offers, exchanging **1,376,554 of its GBL shares** for **867,535 of its own Class A shares**, and also granted **172,800 Phantom RSAs**[328](index=328&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk) [Item 9: Changes In And Disagreements With Accountants On Accounting And Financial Disclosure](index=58&type=section&id=Item%209%20Changes%20In%20And%20Disagreements%20With%20Accountants%20On%20Accounting%20And%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting and financial disclosure - None[345](index=345&type=chunk) [Item 9A: Controls And Procedures](index=58&type=section&id=Item%209A%20Controls%20And%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2018 - The Company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of the end of the period[346](index=346&type=chunk) - Management concluded that as of December 31, 2018, the Company maintained effective internal control over financial reporting based on the COSO framework[347](index=347&type=chunk)[348](index=348&type=chunk) - No material changes were made to the internal control over financial reporting during the fourth quarter of 2018[349](index=349&type=chunk) [Item 9B: Other Information](index=58&type=section&id=Item%209B%20Other%20Information) The company reports no other information for this item - None[349](index=349&type=chunk) Part III [Item 10: Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item, including details on directors, executive officers, and corporate governance, is incorporated by reference from the company's 2019 Proxy Statement - Information regarding Directors and Executive Officers is incorporated by reference from the Company's 2019 Proxy Statement[350](index=350&type=chunk) [Item 11: Executive Compensation](index=59&type=section&id=Item%2011%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's Proxy Statement for the 2019 Annual Meeting of Stockholders - Information required by this item is included in the Proxy Statement and is incorporated by reference[354](index=354&type=chunk) [Item 12: Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters](index=59&type=section&id=Item%2012%20Security%20Ownership%20Of%20Certain%20Beneficial%20Owners%20And%20Management%20And%20Related%20Stockholder%20Matters) Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the company's Proxy Statement for the 2019 Annual Meeting of Stockholders - Information required by this item is included in the Proxy Statement and is incorporated by reference[354](index=354&type=chunk) [Item 13: Certain Relationships And Related Transactions, and Director Independence](index=59&type=section&id=Item%2013%20Certain%20Relationships%20And%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's Proxy Statement for the 2019 Annual Meeting of Stockholders - Information required by this item is included in the Proxy Statement and is incorporated by reference[354](index=354&type=chunk) [Item 14: Principal Accountant Fees And Services](index=59&type=section&id=Item%2014%20Principal%20Accountant%20Fees%20And%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's Proxy Statement for the 2019 Annual Meeting of Stockholders - Information required by this item is included in the Proxy Statement and is incorporated by reference[355](index=355&type=chunk) Part IV [Item 15: Exhibits, Financial Statement Schedules](index=59&type=section&id=Item%2015%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the documents filed as part of the Form 10-K report, including consolidated financial statements and a list of exhibits - This item lists the consolidated financial statements and exhibits filed with the report, with financial statement schedules omitted[355](index=355&type=chunk) - Exhibits include the Separation and Distribution Agreement with GAMCO, governance documents, the 2015 Stock Award Incentive Plan, and various certifications[358](index=358&type=chunk) [Item 16: Form 10-K Summary](index=61&type=section&id=Item%2016%20Form%2010-K%20Summary) The company did not provide a summary for this item - None[360](index=360&type=chunk)