EXHIBIT 99.2

Horizon Kinetics LLC and Subsidiaries (A Limited Liability Company)

Unaudited Condensed Consolidated Financial Statements

As of March 31, 2024

and for the Three Months Ended March 31, 2024 and 2023

TABLE OF CONTENTS

	Page
Consolidated Financial Statements
Condensed Consolidated Statements of Financial Condition	1
Condensed Consolidated Statements of Operations	2
Condensed Consolidated Statements of Changes in Members' Equity	3
Condensed Consolidated Statements of Cash Flows	4
Notes to Condensed Consolidated Financial Statements	5
Management's Discussion and Analysis of Financial Condition and Results of Operations	14

Horizon Kinetics LLC and Subsidiaries

Condensed Consolidated Statements of Financial Condition

(in thousands)

	March 31,		December 31,
	2024		2023
	(Unaudited)
Assets
Cash and cash equivalents	$	10,408	$	10,477
Fees receivable		6,102		4,453
Investments, at fair value		42,413		37,620
Investments in proprietary funds		134,924		103,962
Operating lease right-of-use asset		5,228		5,651
Property and equipment, net		168		200
Prepaid expenses and other assets		1,190		1,882
Due from affiliates		2,293		2,660
Digital assets		10,342		1,829
Intangible assets, net		43,449		43,876
Goodwill		19,273		19,273
Total Assets	$	275,790	$	231,883
Liabilities and Members’ Equity
Liabilities:
Accounts payable, accrued expenses and other	$	4,592	$	3,839
Accrued third party distribution expenses		353		1,022
Deferred revenue		34		70
Deferred tax liability		1,841		617
Due to affiliates		9,611		9,966
Operating lease liability		6,761		7,281
Total Liabilities		23,192		22,795
Commitments and contingencies (Note 7)
Members' Equity
Class A-1 Members’ Equity		229,083		187,644
Class A-2 Members’ Equity		23,515		21,444
Total Members’ Equity		252,598		209,088
Total Liabilities and Members’ Equity	$	275,790	$	231,883

See accompanying notes to these Condensed Consolidated Financial Statements

1

Horizon Kinetics LLC and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands)

	Three Months Ended March 31,
	2024			2023
Revenue:
Management and advisory fees	$	13,915		$	13,945
Other income and fees		148			212
Total revenue		14,063			14,157
Operating expenses:
Compensation and related employee benefits		6,346			7,376
Sales, distribution and marketing		2,190			3,042
Depreciation and amortization		460			462
General and administrative expenses		2,663			2,109
Total operating expenses		11,659			12,989
Operating income		2,404			1,168
Other income (expense):
Equity in earnings of proprietary funds, net		30,571			(9,628	)
Interest and dividends		196			131
Unrealized gain on digital assets, net		4,050			9
Realized gain on investments, net		185			45
Unrealized gain (loss) on investments net		4,679			(12,346	)
Total other income (loss), net		39,681			(21,789	)
Income (loss) before provision for income taxes		42,085			(20,621	)
Income tax (expense) benefit		(1,244	)		738
Net income (loss)	$	40,841		$	(19,883	)

See accompanying notes to these Condensed Consolidated Financial Statements

2

Horizon Kinetics LLC and Subsidiaries

Condensed Consolidated Statements of Changes in Members' Equity (Unaudited)

(in thousands)

	Class A-1 Members			Class A-2 Members			Total
Balance at December 31, 2023	$	187,644		$	21,444		$	209,088
Cumulative effect of the adoption of ASU 2023-08, net of income taxes		4,161			208			4,369
Distributions		(1,619	)		(81	)		(1,700	)
Net income		38,897			1,944			40,841
Balance at March 31, 2024	$	229,083		$	23,515		$	252,598
Balance at December 31, 2022	$	201,084		$	22,116		$	223,200
Distributions		(4,667	)		(233	)		(4,900	)
Net loss		(18,936	)		(947	)		(19,883	)
Balance at March 31, 2023	$	177,481		$	20,936		$	198,417

See accompanying notes to these Condensed Consolidated Financial Statements

3

Horizon Kinetics LLC and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Three Months Ended March 31,
	2024			2023
Operating activities:
Net cash provided by operating activities	$	1,705		$	6,322
Investing activities:
Proceeds from sale of investments		74			58
Purchases of property and equipment		-			(6	)
Purchases of investments		(148	)		(641	)
Net cash provided/(used in) by investing activities		(74	)		(589	)
Financing activities:
Distributions paid		(1,700	)		(4,900	)
Net cash used in financing activities		(1,700	)		(4,900	)
Net increase in cash and cash equivalents		(69	)		833
Cash and cash equivalents, beginning of year		10,477			8,814
Cash and cash equivalents, end of period	$	10,408		$	9,647

See accompanying notes to these Condensed Consolidated Financial Statements

4

Horizon Kinetics LLC and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Information as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 is unaudited)

(in thousands)

Note 1. General

The accompanying unaudited interim Condensed Consolidated Financial Statements of Horizon Kinetics LLC, a Delaware Limited Liability Company (along with its wholly-owned subsidiaries, collectively referred to as the “Company”, “HK LLC” or in the first-person notations of “we”, “us” and “our”) were prepared in accordance with accounting principles generally accepted in the United States of America and the interim financial statement rules and regulations of the SEC. In the opinion of management, these statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Condensed Consolidated Financial Statements. The interim operating results are not necessarily indicative of the results for a full year or for any interim period. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations relating to interim financial statements. The accompanying Consolidated Balance Sheet as of December 31, 2023 has been derived from the Company's annual financial statements for the year ended December 31, 2023. The Condensed Consolidated Financial Statements included herein should be read in conjunction with the Company’s annual 2023 Consolidated Financial Statements and Notes included elsewhere in this current report.

The Condensed Consolidated Financial Statements include the accounts of HK LLC and all of its wholly-owned subsidiaries (HKAM, KFD LLC, and KBD LLC) (collectively the “Company”). All intercompany balances and transactions have been eliminated in consolidation.

Note 2. Summary of Significant Accounting Policies

Consolidation

In addition to its wholly-owned subsidiaries, generally accepted accounting principles in the United States of America (“GAAP”) requires that the assets, liabilities and results of operations of a variable interest entity (“VIE”) be consolidated into the financial statements of the enterprise that has a controlling interest in the VIE. The determination as to whether an entity qualifies as a VIE depends on the facts and circumstances surrounding each entity, and therefore certain of the investment vehicles managed by the Company may qualify as VIEs under the variable interest model, whereas others may qualify as voting interest entities

(“VOEs”) under the voting interest model. The granting of substantive kick-out rights is a key consideration in determining whether a limited partnership or similar entity is a VIE and whether or not that entity should be consolidated. The Company first evaluates whether it holds a variable interest in an entity. Fees that are customary and commensurate with the level of services provided, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered a variable interest. The Company factors in all economic interests including proportionate interests through related parties, to determine if such interests are considered a variable interest. As the Company’s interests in many of these entities are solely associated with market rate fees and/or insignificant indirect interests through related parties, the Company is not considered to have a variable interest in many of these entities. For entities where the Company has determined that it does hold a variable interest, the Company performs an assessment to determine whether each of those entities qualify as a VIE.

The Company holds equity investments in certain of its affiliated investment funds. While the Company and other related-party owners own a significant portion of the entities in some instances, the Company has determined that it is not the ultimate primary beneficiary. The Company’s maximum exposure to loss is the potential loss of its investment, it can redeem its investment at any time (in accordance with the redemption provisions of the specific funds) and does not have in place any liquidity arrangements or other commitments with third parties on behalf of the funds. Accordingly, the underlying assets and liabilities related to these entities are not consolidated with the Company’s consolidated financial statements.

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Use of estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Liquidity

The Company believes that its cash and cash equivalents will be sufficient to fund operations past one year from the issuance of these consolidated financial statements.

Digital assets

Through December 31, 2023, the Company accounted for digital assets in accordance with the AICPA’s practice aid “Accounting for and auditing of digital assets.” In accordance with this practice aid, digital assets are accounted for as an indefinite-lived intangible asset and are initially valued based on the current price of the digital asset at the time the digital asset was received. During 2023, the Company evaluated digital assets for impairment on a daily basis or when events or changes indicate the carrying value may not be recoverable by using the daily low price. The Company has evaluated its digital assets for impairment and did not record any impairments for the three months ended March 31, 2023.

Effective January 1, 2024, the Company measures digital assets at fair value with changes recognized in earnings in each reporting period. The Company tracks its cost basis of digital assets in accordance with first-in-first-out method of accounting.

The Company’s digital assets are all Level 1 within the fair value hierarchy, except for certain other assets with a fair value of $8 that are Level 2

The following tables present additional information about the Company’s digital assets as of March 31, 2024 and December 31, 2023, respectively:

	March 31, 2024						December 31, 2023
	Units Held		Cost Basis		Fair Value		Units Held		Cost Basis		Fair Value
Bitcoin		130.80	$	1,609	$	9,324		129.80	$	1,555	$	5,488
Litecoin		1,208.80		137		127		1,208.80		137		88
Ethereum		175.70		53		641		175.70		53		401
Bitcoin Cash		211.10		61		143		193.20		55		50
All others		10,086.00		28		107		10,085.97		29		73
		11,812.40	$	1,888	$	10,342		11,793.47	$	1,829	$	6,100

Investments, at fair value

The Company invests in securities which are valued at fair value with unrealized gains and losses included in the consolidated statement of operations. Realized gains and losses are determined on the basis of specific identification.

Investments in proprietary funds

For investments in entities over which the Company exercises significant influence, but which do not meet the requirements for consolidation and for which the Company has not elected the fair value option, the Company uses the equity method of accounting, whereby the Company records its share of the underlying income or loss of such entities. The Company’s share of the underlying net income or loss of such entities is recorded in equity in earnings of affiliated investments on the consolidated statement of operations. As the underlying entities that the Company manages and invests in are, for U.S. GAAP purposes, primarily investment companies accounted for under Accounting Standards Codification (“ASC”) Topic 946 which reflect their investments at fair value, the carrying value of the Company’s equity method investments in such entities approximates fair value.

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Other investments

We account for other investments that are not accounted for under the equity method that do not have a readily determinable fair value under the fair value measurement alternative. Under the fair value measurement alternative, these investments are based on our original cost less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar interests of the same issuer. Under this method, our share of the income or losses of such companies is not included in our Consolidated Statements of Operations, however, the result of observable price changes, if any, are reflected in Other income (loss), net. We include the carrying value of these investments in Investments in proprietary funds on the Consolidated Balance sheets.

Fair value measurements

The Company values certain of its financial assets and liabilities based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting guidance emphasizes that fair value is a market-based measurement that should be determined based on the assumptions market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, accounting guidance establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). Valuation techniques used to measure fair value shall maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:

Level 1 Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments are not applied to Level 1 investments. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these investments does not entail a significant degree of judgment.

Level 2 Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy guidance gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs.

Revenue Recognition

The Company recognizes revenue under Financial Accounting Standards Board's (FASB) Accounting Standards Update (ASU) 2014-09, Revenue From Contracts With Customers (Topic 606). The Company recognizes revenue when the performance obligation is satisfied, which is the point at which control of the promised goods or services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Management fees, which are generally calculated as a percentage of assets or equity under management, are recognized when earned and collection is probable. Certain contracts for management services also provide for performance-based fees (“Incentive Fees”), which are generally earned when a predefined minimum investment return (“Return Threshold”) for the Managed Funds are earned. When applicable, Incentive Fees are recognized in the statements of operations based on the contractual conditions set forth in the agreements governing the Managed Funds as if the Managed Funds were terminated and liquidated at the reporting date and the Managed Funds’ investments were realized at the then estimated fair values.

Incentive Fee revenue is recorded when earned by the Fund Managers of those Managed Funds to the extent that Return Thresholds have been met and it is probable that a significant reversal of revenue will not occur. Management and advisory fees are comprised of base management fees, advisory and other fees and are accounted for as contracts with customers. The Company earns base management fees from its customers at a fixed percentage of a calculation base which is typically invested capital or net asset

7

value. The Company identifies its customers on a fund-by-fund basis in accordance with the terms and circumstances of the individual fund. Generally, the customer is identified as the investor in its managed funds and investment vehicles, but for certain widely held funds or vehicles, the fund or vehicle itself may be identified as the customer. These customer contracts require the Company to provide investment management services over a period of time, which represents a performance obligation that the Company satisfies over time. Management fees are a form of variable consideration because the fees that the Company is entitled to vary based on fluctuations in the basis for the management fee. The amount recorded as revenue is generally determined at the end of the period because these management fees are payable on a regular basis (typically monthly) and are not subject to claw back once paid. Transaction, advisory and other fees are principally fees charged to the investors of funds indirectly through the managed funds. These fees are based on a fixed percentage of enterprise value or equity value of pooled capital raised and are earned which generally coincides with when the capital is called. These fees are not tied to performance or ongoing investment management services, are not subject to claw back and are recorded in the period in which the related transaction closes. Accrued but unpaid management and advisory fees as of the reporting date are included in fees receivable.

The following table disaggregates our revenue by type:

	Three months ended March 31,
	2024		2023
Mutual fund management fees	$	4,901	$	5,714
ETF management fees		1,397		2,669
Separately managed account management fees		5,728		4,659
Proprietary fund management fees		1,889		903
	$	13,915	$	13,945

The following table presents balances of management fees receivable by type:

	March 31, 2024		December 31, 2023
Mutual fund management fees	$	1,827	$	1,652
ETF management fees		464		549
Separately managed account management fees		1,907		281
Proprietary fund management fees		1,625		1,019
Other		279		952
	$	6,102	$	4,453

Other revenue

The Company also produces investment research reports for individual and institutional research clients. In addition, the Company retains a third-party marketing firm to market and distribute its research reports. Clients subscribe at a monthly, annual or multi-annual level. Income is accrued monthly based on current subscription base.

Third party distribution

The Company has agreements in place with several third-party distribution firms and individual marketers (“Marketers”). Generally, each party to the agreement may terminate the agreement in a short notice period. Third party distribution expenses are earned by the Marketers based on revenue earned from some of the Company’s investment products generated by the respective Marketers. Accrued third party distribution expenses represent expenses that have been accrued but not paid. In the event that related fees receivable are deemed uncollectible, both related fees receivable and accrued third party distribution expenses will be written off.

Income taxes

The Company is not subject to federal or state income taxes as its income and losses are includable in the tax returns of its members. The Company may be required to file returns and pay tax in various state and local jurisdictions as a result of its operations or residency. Accordingly, the Company is subject to New York City unincorporated business income tax (“UBT”) and annual limited liability company fees in New York and Delaware. For the three months ended March 31, 2024 and 2023, respectively, the provision

8

(benefit) for income taxes was $1,244 and $(738). Deferred tax liabilities consist primarily of unrealized gains on investments in marketable securities and proprietary funds, and unrealized gains on digital assets.

Recently adopted accounting pronouncement

In December 2023, the FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60). ASU No. 2023-08 requires that an entity measure crypto assets at fair value with changes recognized in net income at each reporting period and present crypto assets separately from other intangible assets in the balance sheet and changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement. ASU No. 2023-08 is effective for annual periods beginning after December 15, 2024 and interim periods within annual periods beginning after December 15, 2024. The Company adopted ASU 2023-08 as of January 1, 2024 resulting in certain expanded disclosures about digital assets and recorded an increase to our digital assets and members’ equity of approximately $4.4 million.

Note 3. Investments, at fair value

As of March 31, 2024 the Company owned investments in marketable securities with a fair value of $42,413 and a cost of $21,050.

The following summarizes the Company’s investments accounted for at fair value at March 31, 2024 using the fair value hierarchy:

	March 31, 2024
	Total			Level 1			Level 2		Level 3
Investments:
Texas Pacific Land Corporation common stock	$	33,204		$	33,204		$	-	$	-
Kinetics Spin-Off and Corporate Restructuring Fund-Institutional Class		2,227			-			2,227		-
Grayscale Bitcoin Trust		2,023			2,023			-		-
All other market traded equity securities		2,083			2,083			-		-
FRMO Corporation common stock		1,457			-			1,457
Horizon Kinetics SPAC Active ETF		1,267			-			1,267
Kinetics Mutual Funds and ETFs		154			-			154		-
Totals	$	42,415		$	37,310		$	5,105	$	-
Liabilities:
Market traded equity securities - sold short		(2	)		(2	)		-		-
Total Liabilities		(2	)		(2	)		-		-
Total	$	42,413		$	37,308		$	5,105	$	-

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The following summarizes the Company’s investments accounted for at fair value at December 31, 2023 using the fair value hierarchy:

	December 31, 2023
	Total			Level 1			Level 2		Level 3
Investments:
Texas Pacific Land Corporation common stock	$	30,084		$	30,084		$	-	$	-
Kinetics Spin-Off and Corporate Restructuring Fund-Institutional Class		2,015			-			2,015		-
All other market traded equity securities		1,789			1,789			-		-
FRMO Corporation common stock		1,259			-			1,259
Horizon Kinetics SPAC Active ETF		1,256			-			1,256
Grayscale Bitcoin Trust		1,105			1,105			-		-
Kinetics Mutual Funds and ETFs		114			-			114		-
Totals	$	37,622		$	32,978		$	4,644	$	-
Liabilities:
Market traded equity securities - sold short		(2	)		(2	)		-		-
Total Liabilities		(2	)		(2	)		-		-
Total	$	37,620		$	32,976		$	4,644	$	-

As of March 31, 2024 and December 31, 2023, there are no investments categorized within Level 3.

Note 4. Investments in proprietary funds

At March 31, 2024 and December 31, 2023, investments in proprietary funds, which are recorded using the equity method of accounting, consist of the following:

	March 31, 2024
	Equity Held		Ownership %			Management Fees		Performance Fees		Receivable at March 31, 2024
Polestar Fund LP (Class A and S)	$	34,316		11.1	%	$	544	$	156	$	544
Kinetics Institutional Partners LP		16,812		37.4	%		59		-		21
Horizon Multi-Strategy Fund, LP		24,409		11.1	%		413		51		365
Horizon Kinetics Equity Opportunities    Fund (All classes)		28,934		6.8	%		-		407		201
Horizon Multi-Disciplinary Fund, LP		6,391		33.4	%		17		198		216
Kinetics Partners LP		8,310		27.8	%		3		-		1
Horizon Kinetics Hard Assets, LLC		5,930		3.1	%		-		-		-
All others		8,635					104		74		109
	$	133,737				$	1,140	$	886	$	1,457

	December 31, 2023
	Equity Held		Ownership %			Management Fees		Performance Fees		Receivable at December 31, 2023
Polestar Fund LP (Class A and S)	$	28,821		11.2	%	$	1,704	$	222	$	448
Kinetics Institutional Partners LP		13,667		37.3	%		217		-		19
Horizon Multi-Strategy Fund, LP		17,716		15.3	%		1,077		51		241
Horizon Kinetics Equity Opportunities    Fund (All classes)		17,149		6.3	%		-		-		-
Horizon Multi-Disciplinary Fund, LP		5,387		33.4	%		55		-		15
Kinetics Partners LP		6,884		24.4	%		11		-		1
Horizon Kinetics Hard Assets, LLC		5,362		3.1	%		-		-		-
All others		7,789					459		130		54
	$	102,775				$	3,523	$	403	$	778

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The tables below present summarized financial information of the Company’s equity method investments at March 31, 2024:

	Statement of Financial Condition
	Net Long and Short Positions		Other Assets		Liabilities		Equity
Polestar Fund LP (Class A and S)	$	285,311	$	25,504	$	807	$	310,008
Kinetics Institutional Partners LP		45,000		41		74		44,967
Horizon Multi-Strategy Fund, LP		159,446		137		504		159,079
Horizon Kinetics Equity Opportunities Fund (All classes)		339,307		3,950		3,624		339,633
Horizon Multi-Disciplinary Fund, LP		19,173		-		29		19,144
Kinetics Partners LP		30,223		27		386		29,864
Horizon Kinetics Hard Assets, LLC		185,641		6,116		98		191,659
All others		101,701		94,315		2,873		193,143
	$	1,165,802	$	130,090	$	8,395	$	1,287,497

	Statement of Operations
	Revenue / Investment Income		(Expenses)			Net Realized and Unrealized Gain (Loss)		Net Income (Loss)
Polestar Fund LP (Class A and S)	$	864	$	(651	)	$	54,858	$	55,071
Kinetics Institutional Partners LP		104		(79	)		8,334		8,359
Horizon Multi-Strategy Fund, LP		188		(462	)		43,555		43,281
Horizon Kinetics Equity Opportunities Fund (All classes)		36		(129	)		138,051		137,958
Horizon Multi-Disciplinary Fund, LP		-		(21	)		3,014		2,993
Kinetics Partners LP		84		(23	)		4,959		5,020
Horizon Kinetics Hard Assets, LLC		455		(6	)		17,304		17,753
All others		3,148		(3,759	)		5,748		5,137
	$	4,879	$	(5,130	)	$	275,823	$	275,572

The tables below present summarized financial information of the Company’s equity method investments at December 31, 2023:

	Statement of Financial Condition
	Net Long and Short Positions		Other Assets		Liabilities		Equity
Polestar Fund LP (Class A and S)	$	230,259	$	28,614	$	1,059	$	257,814
Kinetics Institutional Partners LP		32,543		4,138		73		36,608
Horizon Multi-Strategy Fund, LP		115,390		1,161		807		115,744
Horizon Kinetics Equity Opportunities Fund (All classes)		272,644		1,837		3,079		271,402
Horizon Multi-Disciplinary Fund, LP		16,178		-		28		16,150
Kinetics Partners LP		24,903		3,326		54		28,175
Horizon Kinetics Hard Assets, LLC		167,972		5,939		102		173,809
All others		102,527		75,197		1,955		175,769
	$	962,416	$	120,212	$	7,157	$	1,075,471

	Statement of Operations
	Revenue / Investment Income		(Expenses)			Net Realized and Unrealized Gain (Loss)			Net Income (Loss)
Polestar Fund LP (Class A and S)	$	2,805	$	(1,998	)	$	(43,888	)	$	(43,081	)
Kinetics Institutional Partners LP		323		(293	)		(4,304	)		(4,274	)
Horizon Multi-Strategy Fund, LP		776		(1,262	)		7,185			6,699
Horizon Kinetics Equity Opportunities Fund (All classes)		4,716		(403	)		142,742			147,055
Horizon Multi-Disciplinary Fund, LP		365		(73	)		634			926
Kinetics Partners LP		281		(84	)		(5,068	)		(4,871	)
Horizon Kinetics Hard Assets, LLC		1,650		(17	)		(80,782	)		(79,149	)
All others		10,232		(8,343	)		13,778			15,667
	$	21,148	$	(12,473	)	$	30,297		$	38,972

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The Company also maintains a variety of investments in private funds or partnerships that are recorded either on the fair value measurement alternative or equity method as applicable. As of March 31, 2024 and December 31, 2023, these amounts aggregated to $1,186 and $1,186, respectively, and are reflected as investments in proprietary funds.

Note 5. Transactions with members and related parties

As of March 31, 2024 and December 31, 2023, amounts due to or due from the Company to related party affiliates is summarized as follows:

	March 31, 2024					December 31, 2023
	Receivable		Payable			Receivable		Payable
Horizon Common Inc.	$	-	$	(6,899	)	$	17	$	(6,899	)
Kinetics Common Inc.		83		-			66		-
Kinetics Holding Corporation		42		-			42		-
Proprietary funds		79		-			120		(7	)
FRMO Corporation		-		(2,712	)		-		(3,040	)
HM Tech		2,089		-			2,089		-
Other affiliated entities		-		-			326		(20	)
	$	2,293	$	(9,611	)	$	2,660	$	(9,966	)

For the three months ended March 31, 2024 and 2023, amounts recognized from related party affiliates is summarized as follows:

	March 31, 2024				March 31, 2023
	Revenues		Expenses		Revenues		Expenses
Proprietary funds	$	8,187	$	-	$	9,286	$	-
FRMO Corporation		4		543		-		675
Consensus Mining & Seigniorage Corp		3		-		3		-
HM Tech		-		3		-		13
Other affiliated entities		-		-		-		-
	$	8,194	$	546	$	9,289	$	688

Certain co-founders of HK LLC are also shareholders of FRMO Corporation (“FRMO”). FRMO has a right to a 4.2% share of the Company’s gross revenue (prior to any commission sharing agreements) and a 4.95% member interest. The Company’s expenses under this agreement are included with Sales, distribution and marketing expenses in the consolidated statement of operations.

The Company has waived, or provides discounted management and advisory fees, for assets under management in proprietary funds or separately managed accounts for Members’ and their direct families, FRMO, Horizon Common Inc., Kinetics Common Inc., Kinetics Holding Corporation and employees of the Company.

The Company owns an equity interest and has advanced funds in exchange for notes receivable to HM Tech, a service provider for digital asset mining operations. The Company has also recently agreed to guarantee a $0.3 million Promissory Note from HM Tech to Consensus Mining & Seigniorage Corporation in the event of default.

Note 6. Members’ equity

As defined in the Company amended limited liability agreement dated as of May 1, 2011, each Class A-1 membership unit shall represent one vote and each Class A-2 membership unit shall represent thirty-nine and two-thirds votes with respect to any matter to be voted on by the members. The Company’s profit and losses shall be allocated to the members as determined by the Company’s board of managers. In addition, distributions of the Company’s profits will be determined by the Company’s board of managers in accordance with the amended limited liability agreement. The Company makes distributions to members on a quarterly basis, based on their ownership percentage of the respective units outstanding.

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The Company authorized the issuance of Class B membership units which shall represent one vote. As of March 31, 2024, the Company has not issued any Class B units.

Note 7. Commitments and contingencies

Mutual and proprietary fund expense reimbursement

The Company has voluntarily agreed to certain expense reimbursement agreements in place with Kinetics Mutual Funds (“Kinetics Funds”) that are renewed annually by the Investment Adviser at its discretion. Each Kinetics Fund has an agreed upon expense percentage cap (“Cap”) with the Company. When the overall expenses of the Kinetics Funds for the month reach an agreed upon level, any expenses incurred above the Cap are reimbursed by the Company to the Kinetics Funds. In accordance with the private placement memorandums of certain hedge funds the Company manages (the “Funds”), the Investment Adviser has agreed to reimburse any expenses incurred above a predetermined Cap to the Funds. For the three months ended March 31, 2024 and 2023, the Company reimbursed to the Kinetics Funds $344 and $474, respectively. These reimbursements are included on the consolidated statement of operations as a reduction of revenue.

Contingencies

The Company and the companies in which it holds ownership interests may be involved in various claims and legal actions in the ordinary course of business. Currently there are no material pending claims or legal actions against the Company or the companies in which it holds ownership interests. The Company records the costs associated with legal fees as such services are rendered.

Note 8. Subsequent events

On July 1, 2024, the Company issued 801,932 Class A-2 membership units in exchange for $32,405,833 of net tangible assets, primarily cash and investment securities contributed by Kinetics Common Inc. and Kinetics Holding Corporation.

On August 1, 2024, the Company completed an all-stock merger with Scott’s Liquid Gold-Inc, a publicly held operating company, pursuant to a December 19, 2023 merger agreement. The transaction was subject to the approval of the shareholders of Scott’s Liquid Gold at a special meeting held on June 20, 2024. The Company has been determined to be the accounting acquiror while Scott’s Liquid Gold-Inc was the legal issuer of shares used to consummate the merger. The Company received 17,984,253 common shares of Scott’s Liquid Gold-Inc. at closing, which represents approximately 97% of the total shares outstanding. The common shares received at closing are not subject to any further adjustment or contingencies.

During the second quarter of 2024, the Company made distributions to members in the amount of $2,400 consisting of $2,286 to A-1 unit-holders and $114 to A-2 unit-holders.

The Company has evaluated subsequent events through August 7, 2024, which is the date the consolidated financial statements were available to be issued.

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HORIZON KINETICS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the historical consolidated financial statements of Horizon Kinetics and the related notes included elsewhere in this current report. The historical consolidated financial data discussed below reflect its historical results of operations and financial position. The following discussion and analysis contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in the section entitled “Risk Factors” contained elsewhere in this current report describing key risks associated with the business, operations and industry of Horizon Kinetics. Amounts and percentages presented throughout this section may reflect rounding adjustments and consequently totals may not appear to sum. The items discussed below have had significant effects on many items within Horizon Kinetics’ consolidated financial statements and affect the comparison of the current period’s activity with those of prior periods.

Overview

Horizon Kinetics is a research driven, fundamentals-oriented asset manager serving institutions, individuals and financial professionals. It provides investment management services through its wholly-owned subsidiary and registered investment adviser, Horizon Kinetics Asset Management LLC. Through this subsidiary, it manages a number of strategies, most of which are focused on publicly-traded equity securities, but also private investments and digital assets. To accommodate different investing preferences, Horizon Kinetics’ offerings can be accessed in a variety of ways, including through mutual funds, ETFs, a closed end fund, separately managed accounts that can be customized to the unique investment objectives and risk tolerances of individual clients, and, for qualified investors, via private proprietary partnerships typically known as alternative investments. Horizon Kinetics raises capital for and manages these strategies, and it earns a management fee that varies among products. In certain instances, the fee it earns is tied to the performance of the account. Horizon Kinetics also produces a number of research reports and compendia that are sold mainly to institutions, as it believes that the discipline required to produce written research encourages thorough qualitative and quantitative analysis.

Horizon Kinetics also manages a portfolio of investment securities for its own benefit, which has historically impacted and is expected to impact future results of operations, often significantly so. As of March 31, 2024, Horizon Kinetics held investment securities (at fair value) of $42.4 million, which represented 15.4% of total assets. In addition, Horizon Kinetics has devoted capital to a variety of the proprietary alternative investment funds it manages. As of March 31, 2024, Horizon Kinetics’ investments in these proprietary funds are $134.9 million, which represented 48.9% of total assets.

In addition to investment management and research activities, Horizon Kinetics operates two wholly-owned, limited purpose broker-dealers, KBD Securities LLC and Kinetics Funds Distributor LLC, both of which are only used for the marketing and promotion of its investment products. Horizon Kinetics pays a portion of the fee it earns to these and other third-party firms who assist it in marketing.

Along with investing on behalf of clients, Horizon Kinetics also uses its own capital to invest along with its clients in many of its proprietary products and makes direct investments in public and private instruments including digital assets. Certain employees do, from time to time, serve as management or as a member of the board of directors of the companies in which Horizon Kinetics invests.

As of March 31, 2024, Horizon Kinetics had regulatory assets under management ("AUM") of $7.0 billion and 75 employees, 21 of which were considered investment professionals, across offices in New York, NY, White Plains, NY, Summit, NJ and Charlotte, NC.

Horizon Kinetics’ Primary Sources of Revenue

Management or advisory fees are Horizon Kinetics’ primary source of revenue.

The management fees for separately managed accounts are generally calculated on the basis of a percentage of the value of each client’s assets (assets under management) and are charged using either an average daily balance or monthly or quarterly ending balance, and either in arrears or advance.

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Horizon Kinetics also earns management fees in its proprietary funds (mutual funds, ETFs, closed-end funds and proprietary partnerships) as compensation for internal fund management and advisory services. The management fees for the proprietary funds vary by fund and investment strategy and are typically approximately between 1.0% and 2.0% of the net asset value of the funds’ underlying investments.

Some clients of Horizon Kinetics in certain separately managed accounts may pay performance fees in addition to or in lieu of management fees, if their portfolio achieves positive investment returns, in certain cases, in excess of an agreed benchmark or hurdle rate. Typically, such fees are paid annually upon crystallization or when a client closes their investment and are not accrued prior to being earned.

Horizon Kinetics is also entitled to receive incentive fees on proprietary partnerships if certain performance returns have been achieved as stipulated in the governing documents of the applicable fund. The incentive fees are typically calculated as a percentage of the gains experienced by each partner in the respective fund. Typically, such fees are paid annually upon crystallization or when a client closes their investment and are not accrued prior to being earned. Horizon Kinetics recognizes its incentive fees when it is no longer probable that a significant reversal of revenue will occur. Horizon Kinetics’ incentive fees are not subject to clawback provisions.

Business Highlights in the first quarter of 2024

Management and advisory fees

•Horizon Kinetics’ total revenues decreased approximately $0.1 million, or 1%, for the quarter ended March 31, 2024. The decline is primarily the result of a lower management and advisory fees due to declines in AUM at our mutual funds and ETF products, including a $1.4 million decline, or 52%, specific to the INFL fund. The decline in fair values across the assets under management by Horizon Kinetics resulted in declines in the annual management fees from mutual funds, ETFs, proprietary funds and separately managed accounts.

Assets under management

•AUM at March 31, 2024 increased by approximately $0.5 billion, or 8%, to $7.0 billion, due primarily to market value increases of key holdings across the Company’s mutual funds, ETFs and separately managed accounts (SMAs). The market value of Grayscale Bitcoin Trust (“GBTC”), which is widely held across Horizon Kinetics’ proprietary funds and SMAs, increased 82% during the quarter resulting in broad increases in AUM. In addition, Texas Pacific Land Corp. (“TPL”), which is also widely held across Horizon Kinetics’ proprietary funds, increased 10% during the first quarter resulting in further general increases in AUM.

Investment performance

•Horizon Kinetics maintains a portfolio for investment purposes and has also invested substantial capital in its proprietary funds alongside client investors. For the quarter ended March 31, 2024 there was an increase of $4.8 million in the value of this portfolio primarily due to the 10% increase in the TPL securities held directly by Horizon Kinetics. The increase in the fair value of Horizon Kinetics’ investments is reported in unrealized gain (loss) on investments, net in the accompanying Consolidated Statement of Operations. For the three months ended March 31, 2024, Horizon Kinetics’ equity in earnings (losses) in proprietary funds was $31.0 million. This equity earnings is the result of several proprietary funds holding primarily bitcoin or related assets (certain classes of Horizon Kinetics Equity Opportunities fund and Horizon Kinetics Multi-Strategy funds) contributing $18.7 million of earnings, while proprietary funds primarily holding TPL assets (Polestar, Horizon Kinetics Hard Assets, Kinetics Institutional Partners and Kinetics Partners) also contributed$10.6 million of earnings.

Results of Operations

Revenues

Management and advisory fees

Horizon Kinetics’ total revenues declined approximately $0.1 million, or 1%, for the three months ended March 31, 2024 compared to the prior year. The decline in AUM due to lower investor interest at certain funds managed by Horizon Kinetics resulted in declines in the management fees from mutual funds, ETFs, proprietary funds and separately managed accounts, which also contributed to the overall decline in revenues. Specifically, there was a decline of $1.4 million related to the INFL ETF as the AUM declined from approximately $1.2 billion in 2023 to $0.6 billion in 2024. Similarly, the Company experienced declines in the AUM at

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the Paradigm Fund and the Small Cap Opportunities Fund that result in lower management fees of $1.1 million. These declines were partially offset by a $0.6 million increase in management fees related to incentive fees that were crystalized as part of investor redemptions from various proprietary funds during the quarter.

Operating Expenses

Compensation and employee benefits

Horizon Kinetics’ operating expenses include employee compensation for investment professionals and other management personnel. Horizon Kinetics’ compensation costs for the three months ended March 31, 2024 decreased by approximately $1.0 million, or 14%, compared to the prior year, due to commissions resulting from lower average AUM during the quarter.

Sales, Distribution and Marketing expenses

For the three months ended March 31, 2024, sales, distribution and marketing expenses decreased $0.9 million, or 28%, compared to the prior quarter, principally the result of lower amounts of $0.1 million due to FRMO pursuant to its revenue sharing agreement with Horizon Kinetics, lower mutual fund platform fees as the company changed certain funds to ETFs during 2023 and a lower residual commission expenses. These decreases were partially offset by increased sub-advisory and marketing expenses at various mutual funds and ETFs managed by Horizon Kinetics.

Depreciation and amortization

Depreciation and amortization did not vary significant for the three months ended March 31, 2024 as compared to the prior year.

General and administrative expenses

For the three months ended March 31, 2024, general and administrative expenses increased by $0.6 million, or 26%, compared to the prior quarter, as a result of legal and professional liability expenses associated with a lawsuit filed on November 23, 2022 by TPL against Horizon Kinetics, Horizon Kinetics Asset Management, LLC and certain other parties to resolve a disagreement over a voting commitment contained in a stockholders’ agreement between the parties. The Company also experienced higher professional fees during the three months ended March 31, 2024 for accounting and related services in preparation for the pending merger transaction with Scott’s Liquid Gold.

Equity in income of proprietary funds, net

The Equity in income of proprietary funds increased by $40,199 million for the three months ended March 31, 2024 compared to the prior year. The increase was due to higher net asset values at proprietary funds whose underlying assets were dominated by holdings of Grayscale Bitcoin Trust, which increased 82% during the quarter, including Horizon Kinetics Equity Opportunities, Horizon Kinetics Hard Assets and Horizon Multi-Strategy Fund.

Interest and dividend income

Interest and dividend income did not change significantly for the three months ended March 31, 2024 as compared to the prior year.

Unrealized gain on digital assets, net

Unrealized gain on digital assets, net increased by $4.0 million for the three months ended March 31, 2024, compared to the prior year, primarily due to the increase in the fair value of Bitcoin. In addition to the increase in the fair value, the value of our digital assets also increased due to the adoption of ASU 2023-08, which resulted in certain expanded disclosures about cryptocurrencies and recording an increase to those digital assets and members' equity of approximately $4.4 million.

Unrealized gain (loss) on investments, net

For the three months ended March 31, 2024, unrealized gains (losses) on investments increased by $17.0 million compared to the prior year. This increase was due to the $3.1 million unrealized gain on TPL stock during the quarter ended March 31, 2024 as compared to an unrealized loss for the three months ended March 31, 2023 following TPL’s 34% decrease in market value during the three months ended March 31, 2023.

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Income tax benefit (expense)

Horizon Kinetics is generally not subject to U.S. federal and state corporate income taxes due to its status as a limited liability company taxed at the member level as a partnership. However, Horizon Kinetics is subject to the 4% New York City unincorporated business tax for a portion of its operations. Due to the unrealized gains of the quarter, the Company recorded a $1.2 million additional deferred tax liability. For the three months ended March 31, 2024 and 2023, the effective tax rate was primarily impacted by state apportionment.

Regulated Subsidiaries

Many of our principal subsidiaries are subject to extensive regulation in the United States and elsewhere. Horizon Kinetics Asset Management LLC, a registered U.S. investment advisor, is regulated by the Securities and Exchange Commission. Kinetics Funds Distributors LLC and KBD Securities LLC, registered U.S. limited purpose broker dealers, are regulated by the Financial Industry Regulatory Authority. Horizon Kinetics may also be subject to regulation in other jurisdictions where it operates.

Liquidity and Capital Resources

At March 31, 2024, Horizon Kinetics had $10.4 million of cash and cash equivalents. Horizon Kinetics believes that its cash and cash equivalents at March 31, 2024 will be sufficient to fund operations for at least one year from the date of this current report.

Horizon Kinetics also had $42.4 million of investments, at fair value. These investments include $33 million held in a single security, approximately 57,000 shares of TPL. During the three months ended March 31, 2024 the fair value of Horizon Kinetics’ TPL holdings increased approximately $3.1 million due to the approximately 10.6% increase in the fair value of TPL common shares. Horizon Kinetics may be limited in its ability to sell this security due to our status as an affiliate of TPL.

In the normal course of business, we may engage in off-balance sheet arrangements, including transactions in derivatives, guarantees, commitments, indemnifications, and potential contingent repayment obligations. We do not have any off-financial position arrangements that would require us to fund losses or guarantee target returns to clients.

The following table and discussion summarize our Consolidated Statement of Cash Flows:

	Three Months Ended March 31,
	2024			2023			Variance
	(dollars in thousands)
Net cash provided by operating activities	$	1,705		$	6,322		$	(4,617	)
Net cash provided by (used in) investing activities		(74	)		(589	)		515
Net cash used in financing activities		(1,700	)		(4,900	)		3,200
	$	(69	)	$	833		$	(902	)

Operating cash flows

Net cash provided by operating activities decreased $4.6 million for the three months ended March 31, 2024 compared to the prior year. The decrease was primarily the result of working capital changes during the quarters. The net income (loss) for each of the three month periods were largely offset by non-cash adjustments related to equity in earnings (losses) of affiliates, and net unrealized gains (losses) on investments or digital assets.

Investing cash flows

Net cash provided by (used in) investment activities increased $0.5 million for the three months ended March 31, 2024 as compared to the prior year. The increase was primarily the result of lower levels of investment purchases and higher proceeds from the sale of certain investments during the year.

Financing cash flows

Horizon Kinetics’ cash flows used in financing activities for the three months of March 31, 2024 and 2023 were exclusively distributions paid to Members. Horizon Kinetics expects to cease the payment of distributions subsequent to the closing of the Merger transaction.

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Horizon Kinetics has not made a determination of a dividend policy subsequent to the proposed merger transaction.

Contractual Cash Obligations and Other Commercial Commitments

Horizon Kinetics’ contractual cash obligations and other commercial commitments is limited to certain operating leases for office space as summarized below:

	Payments Due by Period
	Total		2024 (remainder)		2025 and 2026		2027 and 2028		After 2028
	(dollars in thousands)
Contractual Cash Obligations:
Operating leases	$	7,150	$	1,769	$	4,821	$	560	$	-
Total contractual obligations (a)	$	7,150	$	1,769	$	4,821	$	560	$	-

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