8-K
Horizon Kinetics Holding Corp (HKHC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): November 5, 2024 |
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HORIZON KINETICS HOLDING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-13458 | 84-0920811 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 470 Park Ave S. | ||
| New York, New York | 10016 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (646) 291-2300 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2024, Horizon Kinetics Holding Corporation (the “Company”) issued a press release setting forth the Company’s financial information for the three and nine months ended September 30, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Officer Compensation
On November 5, 2024, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Horizon Kinetics Holding Corporation (the “Company”) approved the Company’s executive compensation program (the “Program”) for the remainder of the 2024 fiscal year and for the 2025 fiscal year. The material elements of the Program include base salaries and discretionary bonuses. Base salaries are used to provide a fixed amount of compensation for an executive officer’s regular work, are reviewed annually and may be adjusted from time to time by the Compensation Committee. Bonuses are discretionary, are paid in the form of cash awards only and are paid out of a general pool for executive officers other than Messrs. Murray Stahl, Steven Bregman and Peter Doyle. For the 2025 fiscal year, the bonus pool will be based on a percentage of incentive fees earned by the Company, which may be adjusted from time to time at the discretion of the Compensation Committee. The Company does not currently intend to pay its executive officers in the form of stock awards, options, or any other form of equity-based compensation, but will reassess at appropriate times in the future. The Company has no employment agreements with any of its executive officers.
On November 5, 2024, the Compensation Committee approved the compensatory arrangements set forth in the following table:
| 2024 | ||||||
|---|---|---|---|---|---|---|
| Name and Title | Salary | Bonus^ | Total | |||
| Murray Stahl, Chief Executive Officer and Chief Investment Officer* | $ | 386,400 | $ | - | $ | 386,400 |
| Jay Kesslen, General Counsel and Secretary | $ | 775,000 | $ | 200,000 | $ | 975,000 |
| Alun Williams, Chief Operating Officer | $ | 550,000 | $ | 500,000 | $ | 1,050,000 |
| Mark Herndon, Chief Financial Officer | $ | 350,000 | $ | 175,000 | $ | 525,000 |
________________________________________________
| * | In addition to the amounts listed for Mr. Stahl, the Company has paid expenses associated with healthcare benefits for Mr. Stahl in the amount of $19,590. | ||||
|---|---|---|---|---|---|
| ^ | Bonus amounts subject to adjustment. | ||||
| 2025 | |||||
| --- | --- | --- | --- | --- | --- |
| Name and Title | Salary | Bonus | Total | ||
| Murray Stahl, Chief Executive Officer and Chief Investment Officer** | $ | 410,000 | TBD | $ | 410,000 |
| Jay Kesslen, General Counsel and Secretary | $ | 1,000,000 | TBD | $ | 1,000,000 |
| Alun Williams, Chief Operating Officer | $ | 1,000,000 | TBD | $ | 1,000,000 |
| Mark Herndon, Chief Financial Officer | $ | 525,000 | TBD | $ | 525,000 |
________________________________________________
| ** | In addition to the amounts listed for Mr. Stahl, the Company will pay expenses associated with healthcare benefits for Mr. Stahl estimated to be approximately $20,000. |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press release dated November 12, 2024 |
| 104 | Cover page interactive data file (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HORIZON KINETICS HOLDING CORPORATION | ||
|---|---|---|
| Date: | November 12, 2024 | /s/ Jay Kesslen |
| Jay Kesslen<br>General Counsel |
EX-99.1
EXHIBIT 99.1
HORIZON KINETICS HOLDING CORPORATION REPORTS THIRD QUARTER RESULTS
Third Quarter 2024 Highlights:
- Completes reverse acquisition merger transaction with Scott’s Liquid Gold-Inc.
- Revenues of $15.4 million for the third quarter of 2024, an increase of 20.6%
- Revenues of $42.4 million for the nine months ended September 30, 2024, an increase of 7.6%
- Unearned performance revenue of $23.3 million as of September 30, 2024
- Assets under management (AUM) grew to $8.3 billion as of September 30, 2024
- Board of Directors declares a $0.053 per share dividend
New York, NY – November 12, 2024
Horizon Kinetics Holding Corporation (the “Company” or “HKHC”) (OTCM Pink: HKHC) reported financial results for its third quarter ended September 30, 2024. The Company also announced a quarterly dividend of $0.053 per share to be paid on December 16, 2024, to shareholders of record as of November 25, 2024.
The Company continued to grow revenues during the third quarter resulting from continued increases in AUM in its proprietary funds, separately managed accounts, and mutual funds. The increases in AUM across many of these platforms were largely driven by the increases in the market value of Texas Pacific Land Corporation (“TPL”), which increased 21% during the quarter and 69% during the year-to-date period. The Company’s revenue increases were partially offset by a variety of higher operating expenses, including higher general and administrative costs relate to acquisition costs, various professional and legal fees, as well as the addition of Scott’s Liquid Gold.
The Company also benefited during the third quarter from unrealized gains of $20.3 million from its holdings of proprietary funds, net and from unrealized gains on its investment securities of $11.3 million.
In contemplation of the merger transaction, the Company converted from an LLC to a C-Corp for federal and state income tax purposes. As a result, the Company recognized a non-cash deferred income tax expense of $59.7 million related to the tax basis differences for certain assets, principally unrealized gains in various investments, digital assets and indefinite lived intangible assets.
The Company’s Board of Director’s determined an expected quarterly dividend policy that is based on the Company’s quarterly performance. While the Board will also consider other relevant factors that are relevant to any future quarter’s final determination of a dividend, if any, the dividend is expected to be a portion of quarterly operating income after considering applicable income taxes.
Conference Call
Murray Stahl, Chairman and Chief Executive Officer, and Mark Herndon, Chief Financial Officer, will host a conference call on Thursday, November 14, 2024, at 4:15 p.m. Eastern Time. You may register for the conference call by clicking on the following link:
https://attendee.gotowebinar.com/register/6526056052289145946
HORIZON KINETICS HOLDING CORPORATION
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue: | ||||||||||||
| Management and advisory fees | $ | 14,933 | $ | 12,709 | $ | 41,735 | $ | 39,037 | ||||
| Other income and fees | 435 | 37 | 700 | 385 | ||||||||
| Total revenue | 15,368 | 12,746 | 42,435 | 39,422 | ||||||||
| Operating expenses: | ||||||||||||
| Compensation, related employee benefits, and cost of goods sold | 7,616 | 6,555 | 20,299 | 20,823 | ||||||||
| Sales, distribution and marketing | 3,097 | 2,479 | 8,006 | 7,822 | ||||||||
| Depreciation and amortization | 496 | 453 | 1,415 | 1,368 | ||||||||
| General and administrative expenses | 2,809 | 1,618 | 7,500 | 5,730 | ||||||||
| Total operating expenses | 14,018 | 11,105 | 37,220 | 35,743 | ||||||||
| Operating income | 1,350 | 1,641 | 5,215 | 3,679 | ||||||||
| Other income (expense): | ||||||||||||
| Equity in earnings of proprietary funds, net | 20,276 | 13,780 | 55,752 | (2,473 | ) | |||||||
| Interest and dividends | 891 | 181 | 1,261 | 468 | ||||||||
| Other income (expense) | (2,676 | ) | 2 | (2,857 | ) | 27 | ||||||
| Unrealized (loss) gain on digital assets, net | (95 | ) | - | 2,792 | - | |||||||
| Realized gain on investments, net | 23 | 1,340 | 342 | 1,409 | ||||||||
| Unrealized gain (loss) on investments net | 11,321 | 8,660 | 24,942 | (10,738 | ) | |||||||
| Total other income (expense), net | 29,740 | 23,963 | 82,232 | (11,307 | ) | |||||||
| Income (loss) before provision for income taxes | 31,090 | 25,604 | 87,447 | (7,628 | ) | |||||||
| Income tax (expense) benefit | (69,257 | ) | (133 | ) | (70,735 | ) | 707 | |||||
| Net income (loss) | $ | (38,167 | ) | $ | 25,471 | $ | 16,712 | $ | (6,921 | ) | ||
| Basic and diluted net income (loss) per common shares: | ||||||||||||
| Net income (loss) | $ | (2.07 | ) | $ | 1.42 | $ | 0.92 | $ | (0.38 | ) | ||
| Weighted average shares outstanding: | ||||||||||||
| Basic and diluted | 18,415 | 17,984 | 18,129 | 17,984 |
HORIZON KINETICS HOLDING CORPORATION
Condensed Consolidated Statements of Financial Condition
(in thousands)
| December 31, | |||
|---|---|---|---|
| 2023 | |||
| Assets | |||
| Cash and cash equivalents | 18,071 | $ | 10,477 |
| Fees receivable | 6,948 | 4,453 | |
| Investments, at fair value | 74,852 | 37,620 | |
| Investments in proprietary funds | 177,912 | 103,962 | |
| Operating lease right-of-use assets | 5,593 | 5,651 | |
| Property and equipment, net | 114 | 200 | |
| Prepaid expenses and other assets | 3,037 | 1,882 | |
| Due from affiliates | 116 | 2,660 | |
| Digital assets | 9,029 | 1,829 | |
| Intangible assets, net | 45,019 | 43,876 | |
| Goodwill | 24,425 | 19,273 | |
| Total Assets | 365,116 | $ | 231,883 |
| Liabilities and Shareholders’ Equity | |||
| Liabilities: | |||
| Accounts payable, accrued expenses and other | 8,056 | $ | 3,839 |
| Accrued third party distribution expenses | 427 | 1,022 | |
| Deferred revenue | 191 | 70 | |
| Deferred tax liability, net | 73,640 | 617 | |
| Due to affiliates | 9,429 | 9,966 | |
| Operating lease liability | 8,001 | 7,281 | |
| Total Liabilities | 99,744 | 22,795 | |
| Commitments and contingencies (Note 12) | |||
| Shareholders' Equity | |||
| Preferred stock, no par value, authorized 20,000 shares; no shares issued and outstanding | - | - | |
| Common stock; 0.10 par value, authorized 50,000 shares; issued and outstanding 18,635 shares (2024) and 17,984 shares (2023), net of treasury stock; 1 and 0 shares at September 30, 2024 and December 31, 2023, respectively | 1,863 | 1,798 | |
| Additional paid-in capital | 39,217 | - | |
| Retained earnings | 224,292 | 207,290 | |
| Total Shareholders’ Equity | 265,372 | 209,088 | |
| Total Liabilities and Shareholders’ Equity | 365,116 | $ | 231,883 |
All values are in US Dollars.
Note Regarding Forward-Looking Statements
This news release may contain "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," “strategy,” "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe”, "potential," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology.
Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and the Company's subsequent Quarterly Reports on Form 10-Q and other periodic reports filed with the Securities and Exchange Commission. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent filings with the Securities and Exchange Commission.
About Horizon Kinetics Holding Corporation
Horizon Kinetics Holding Corporation (OTCM Pink: HKHC) primarily offers investment advisory services through its subsidiary Horizon Kinetics Asset Management LLC (“HKAM”), a registered investment adviser. HKAM provides independent proprietary research and investment advisory services for mainly long-only and alternative value-based investing strategies. The firm also obtained a portfolio of consumer products, which are marketed and distributed in the retail marketplace, as a result of its August 2024 merger with Scott’s Liquid Gold-Inc. The firm’s offices are located in New York City, White Plains, New York, and Summit, New Jersey. For more information, please visit http://www.hkholdingco.com.
Investor Relations Contact:
ir@hkholdingco.com