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  • SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 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 March 31, 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)

    (I.R.S. Employer Identification No.)

    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. 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. 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.  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 April 30, 2018 Class A Common Stock, .001 par value 4,049,378 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 Condensed Consolidated Statements of Financial Condition: - March 31, 2018 - December 31, 2017 - March 31, 2017 Condensed Consolidated Statements of Income: - Three months ended March 31, 2018 and 2017 Condensed Consolidated Statements of Comprehensive Income: - Three months ended March 31, 2018 and 2017 Condensed Consolidated Statements of Equity: - Three months ended March 31, 2018 and 2017 Condensed Consolidated Statements of Cash Flows: - Three months ended March 31, 2018 and 2017 Notes to Unaudited Condensed Consolidated Financial Statements Item 2. 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

    March 31, December 31, March 31, 2018 2017 2017

    ASSETS Cash and cash equivalents 283,972$ 293,112$ 307,651$ Investments in securities 267,925 222,383 193,120 Investment in GBL stock (3,726,250, 4,393,055 and 4,393,055 shares, respectively) 92,523 130,254 129,990 Investments in affiliated registered investment companies 140,746 145,914 136,284 Investments in partnerships 140,584 145,591 130,058 Receivable from brokers 18,535 34,881 12,021 Investment advisory fees receivable 1,485 5,739 1,349 Receivable from affiliates 1,235 15,866 1,524 Income taxes receivable and deferred tax assets 1,241 - - Goodwill 3,422 3,422 3,422 Other assets 3,675 9,753 2,214 Total assets 955,343$ 1,006,915$ 917,633$

    LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY Payable to brokers 5,621$ 13,281$ 6,168$ Income taxes payable and deferred tax liabilities - 5,484 4,506 Compensation payable 2,982 12,785 5,991 Securities sold, not yet purchased 5,211 5,731 7,519 Payable to affiliates 482 442 560 Accrued expenses and other liabilities 2,649 4,815 7,008 Total liabilities 16,945 42,538 31,752

    Redeemable noncontrolling interests 50,604 46,230 4,050

    Equity: Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued and outstanding - - - Class A Common Stock, $0.001 par value; 100,000,000 shares authorized; 6,404,287, 6,404,287 and 6,395,380 shares issued, respectively; 3,944,656, 4,451,379 and 5,051,686 shares outstanding, respectively 6 6 6 Class B Common Stock, $0.001 par value; 100,000,000 shares authorized; 19,196,792 shares issued; 19,187,885, 19,187,885 and 19,196,792 shares outstanding, respectively 19 19 19

    Additional paid-in capital 1,010,577 1,010,505 1,007,471 Retained earnings (1,717) 13,800 (5,751) GBL 4% PIK Note (40,000) (50,000) (90,000) Accumulated comprehensive income - 6,712 11,886

    Treasury stock, at cost (2,459,631, 1,952,908 and 1,343,694 shares, respectively) (81,091) (62,895) (41,800) Total Associated Capital Group, Inc. stockholders' equity 887,794 918,147 881,831

    Total liabilities and equity 955,343$ 1,006,915$ 917,633$

    See accompanying notes.

    ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

    UNAUDITED (Dollars in thousands, except per share data)

  • 2

    2018 2017 Revenues Investment advisory and incentive fees 2,529$ 2,401$ Institutional research services 2,152 2,582 Other 22 4 Total revenues 4,703 4,987 Expenses Compensation 6,324 6,783 Stock-based compensation 72 444 Other operating expenses 2,557 2,092 Total expenses 8,953 9,319

    Operating loss (4,250) (4,332) Other income (expense) Net loss from investments (27,530) (14,401) Interest and dividend income 2,707 2,257 Interest expense (33) (70) Shareholder-designated contribution - (4,895) Total other income (expense), net (24,856) (17,109) Loss before income taxes (29,106) (21,441) Income tax benefit (6,734) (8,424) Net loss (22,372) (13,017) Net income/(loss) attributable to noncontrolling interests (143) 61 Net loss attributable to Associated Capital Group, Inc.'s shareholders (22,229)$ (13,078)$

    Net loss attributable to Associated Capital Group, Inc.'s shareholders per share: Basic (0.95)$ (0.55)$

    Diluted (0.95)$ (0.55)$

    Weighted average shares outstanding: Basic 23,508 23,829

    Diluted 23,508 23,829

    Dividends declared: -$ -$

    See accompanying notes.

    Three Months Ended March 31,

    ASSOCIATED CAPITAL GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME

    UNAUDITED (Dollars in thousands, except per share data)

  • 3

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