The following is a summary of the cost, gross unrealized gains, gross unrealized losses and fair value of available for sale investments as of December 31, 20142015 and December 31, 2013:2014:
Increases in unrealized losses, net of taxes, for AFS securities for the years ended December 31, 2015 and 2014 of $5.5 million and $0.6 million have been included in other comprehensive income at December 31, 2014.2015 and 2014, respectively. Increases in unrealized gains, net of taxes, for AFS securities for the yearsyear ended December 31, 2013 and 2012 of $17.3 million and $3.8 million have been included in other comprehensive income at December 31, 2013 and 2012, respectively.2013. The amount reclassified from other comprehensive income for the years ended December 31, 2015, 2014 and 2013 was $2.8 million, $4.6 million and $13.4 million, respectively. Return of capital on available for sale securities were $0.5 million, $1.5 million and $2.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. Proceeds from sales of investments available for sale were approximately $8.6$0.1 million, $37.9$3.9 million and $3.2$5.3 million for the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively. For the years ended December 31, 2015, 2014 2013 and 2012,2013, gross gains on the sale of investments available for sale amounted to $3.6 million, $17.7$6,000, $0.6 million and $1.6$1.3 million, respectively, and were reclassed from other comprehensive income into the consolidated statements of income. Gross losses on the sale of available for sale securities was $49,000 for the year ended December 31, 2013. There were no losses on the sale of investments available for sale for the years ended December 31, 2015, 2014 and 2012.2013. The basis on which the cost of a security sold is determined is specific identification. Accumulated other comprehensive income on the consolidated statements of equity is primarily comprised of unrealized gains/losses, net of taxes, for AFS securities.
GBL has an established accounting policy and methodology to determine other-than-temporary impairment.impairment on available for sale securities. Under this policy, available for sale securities are evaluated for other than temporary impairments and any impairment charges are recorded in net gain/(loss) from investments on the consolidated statements of income. Management reviews all available for sale securities whose cost exceeds their market value to determine if the impairment is other than temporary. Management uses qualitative factors such as diversification of the investment, the amount of time that the investment has been impaired, the intent to sell and the severity of the decline in determining whether the impairment is other than temporary.
C. Fair Value
The following tables present information about the Company’s assets and liabilities by major categories measured at fair value on a recurring basis as of December 31, 20142015 and 20132014 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 20142015 (in thousands)
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2013 (in thousands)
7061
Changes in Level 3 Assets Measured at Fair Value on a Recurring Basis for the year ended December 31, 2013 (in thousands)
| | | | | | | | Total | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Unrealized | | | | | | | | | | | | | | | | |
| | | | | | | | | | | Gains or | | | Total | | | | | | | | | | | | | |
| | | | | Total Realized and | | | (Losses) | | | Realized | | | | | | | | | Net | | | | |
| | December | | | Unrealized Gains or | | | Included in | | | and | | | | | | | | | Transfers | | | | |
| | 31, 2012 | | | (Losses) in Income | | | Other | | | Unrealized | | | | | | | | | In and/or | | | | |
| | Beginning | | | | | | AFS | | | Comprehensive | | | Gains or | | | | | | | | | (Out) of | | | Ending | |
Asset | | Balance | | | Trading | | | Investments | | | Income | | | (Losses) | | | Purchases | | | Sales | | | Level 3 | | | Balance | |
Financial | | | | | | | | | | | | | | | | | | | | | | | | | | | |
instruments owned: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trading - Common | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
stocks | | $ | 675 | | | $ | 25 | | | $ | - | | | $ | - | | | $ | 25 | | | $ | - | | | $ | - | | | $ | - | | | $ | 700 | |
Trading - Other | | | 362 | | | | (2 | ) | | | - | | | | - | | | | (2 | ) | | | 3 | | | | (79 | ) | | | - | | | | 284 | |
Total | | $ | 1,037 | | | $ | 23 | | | $ | - | | | $ | - | | | $ | 23 | | | $ | 3 | | | $ | (79 | ) | | $ | - | | | $ | 984 | |
There were no transfers between any Levels during the year ended December 31, 2013.
D. Investment in Partnerships, Offshore Funds and Variable Interest Entities
The Company is general partner or co-general partner of various affiliated entities, in which the Company has investments totaling $94.2 million and $82.0 million at December 31, 2014 and 2013, respectively, and whose underlying assets consist primarily of marketable securities (the “affiliated entities”). We also have investments in unaffiliated entities of $13.4 million and $14.0 million at December 31, 2014 and 2013, respectively (the “unaffiliated entities”). We evaluate each entity for the appropriate accounting treatment and disclosure. Certain of the affiliated entities, and none of the unaffiliated entities, are consolidated.
For those entities where consolidation is not deemed to be appropriate, we report them in our consolidated statement of financial condition under the caption “Investments in partnerships”. This caption includes those investments, in both affiliated and unaffiliated entities, which the Company accounts for under the equity method of accounting, as well as certain investments that the feeder funds hold that are carried at fair value, as described in Note C. The Company reflects the equity in earnings of these equity method investees and the change in fair value of the consolidated feeder funds (“CFFs”) under the caption “Net gain/(loss) from investments” on the consolidated statements of income.
The following table highlights the number of entities, including voting interest entities (“VOEs”), that we consolidate as well as under which accounting guidance they are consolidated, including CFFs, which retain their specialized investment company accounting, partnerships and offshore funds.
Entities consolidated | | | | | | | | | | | | | | | |
| CFFs | | Partnerships | | Offshore Funds | | Total |
| VIEs | | VOEs | | VIEs | | VOEs | | VIEs | | VOEs | | VIEs | | VOEs |
Entities consolidated at December 31, 2011 | 1 | | 2 | | - | | 1 | | - | | 1 | | 1 | | 4 |
Additional consolidated entities | - | | - | | - | | - | | - | | - | | - | | - |
Deconsolidated entities | - | | - | | - | | - | | - | | - | | - | | - |
Entities consolidated at December 31, 2012 | 1 | | 2 | | - | | 1 | | - | | 1 | | 1 | | 4 |
Additional consolidated entities | - | | - | | - | | - | | - | | - | | - | | - |
Deconsolidated entities | - | | - | | - | | - | | - | | - | | - | | - |
Entities consolidated at December 31, 2013 | 1 | | 2 | | - | | 1 | | - | | 1 | | 1 | | 4 |
Additional consolidated entities | - | | - | | - | | - | | - | | - | | - | | - |
Deconsolidated entities | - | | - | | - | | - | | - | | - | | - | | - |
Entities consolidated at December 31, 2014 | 1 | | 2 | | - | | 1 | | - | | 1 | | 1 | | 4 |
At and for the year ended December 31, 2014, the one CFF VIE is consolidated, as the Company has been determined to be the primary beneficiary because it has an equity interest and absorbs the majority of the expected losses and/or expected gains. At and for the year ended December 31, 2014, the two CFF VOEs, the one Partnership VOE and the one Offshore Fund VOE are consolidated because the unaffiliated partners or shareholders lack substantive rights, and the Company, as either the general partner or investment manager, is deemed to have control.
The following table breaks down the investments in partnerships line by accounting method, either fair value or equity method, and investment type (in thousands):
| December 31, 2014 | |
| Investment Type | |
| Affiliated | | Unaffiliated | | | |
| Consolidated | | | | | | | | | | | |
Accounting method | Feeder Funds | | Partnerships | | Offshore Funds | | Partnerships | | Offshore Funds | | Total | |
| | | | | | | | | | | | | | | | | | |
Fair Value | | $ | 23,803 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 23,803 | |
Equity Method | | | - | | | | 34,385 | | | | 36,033 | | | | 6,552 | | | | 6,864 | | | | 83,834 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 23,803 | | | $ | 34,385 | | | $ | 36,033 | | | $ | 6,552 | | | $ | 6,864 | | | $ | 107,637 | |
| | December 31, 2013 | |
| | Investment Type | |
| | Affiliated | | | Unaffiliated | | | | |
| | Consolidated | | | | | | | | | | | | | | | | |
Accounting method | | Feeder Funds | | | Partnerships | | | Offshore Funds | | | Partnerships | | | Offshore Funds | | | Total | |
| | | | | | | | | | | | | | | | | | |
Fair Value | | $ | 25,253 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 25,253 | |
Equity Method | | | - | | | | 21,669 | | | | 35,030 | | | | 6,509 | | | | 7,531 | | | | 70,739 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Total | | $ | 25,253 | | | $ | 21,669 | | | $ | 35,030 | | | $ | 6,509 | | | $ | 7,531 | | | $ | 95,992 | |
The following table includes the net impact by line item on the consolidated statements of financial condition for each category of entity consolidated (in thousands):
| | December 31, 2014 | |
| | Prior to | | | | | | | | | | | | | |
| | Consolidation | | | CFFs | | | Partnerships | | | Offshore Funds | | | As Reported | |
Assets | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 298,149 | | | $ | (11 | ) | | $ | 86 | | | $ | - | | | | 298,224 | |
Investments in securities | | | 239,980 | | | | - | | | | 7,801 | | | | 51,293 | | | | 299,074 | |
Investments in partnerships | | | 111,380 | | | | 4,438 | | | | (8,181 | ) | | | - | | | | 107,637 | |
Receivable from brokers | | | 24,301 | | | | - | | | | 623 | | | | 51,155 | | | | 76,079 | |
Investment advisory fees receivable | | | 42,102 | | | | (6 | ) | | | (2 | ) | | | (222 | ) | | | 41,872 | |
Other assets | | | 43,393 | | | | - | | | | - | | | | 151 | | | | 43,544 | |
Total assets | | $ | 759,305 | | | $ | 4,421 | | | $ | 327 | | | $ | 102,377 | | | $ | 866,430 | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | |
Securities sold, not yet purchased | | $ | 9,991 | | | $ | - | | | $ | - | | | $ | 604 | | | $ | 10,595 | |
Accrued expenses and other liabilities | | | 109,356 | | | | 22 | | | | 24 | | | | 38,141 | | | | 147,543 | |
Total debt | | | 112,163 | | | | - | | | | - | | | | - | | | | 112,163 | |
Redeemable noncontrolling interests | | | - | | | | 4,399 | | | | 303 | | | | 63,632 | | | | 68,334 | |
Total equity | | | 527,795 | | | | - | | | | - | | | | - | | | | 527,795 | |
Total liabilities and equity | | $ | 759,305 | | | $ | 4,421 | | | $ | 327 | | | $ | 102,377 | | | $ | 866,430 | |
| | December 31, 2013 | |
| | Prior to | | | | | | | | | | | | | |
| | Consolidation | | | CFFs | | | Partnerships | | | Offshore Funds | | | As Reported | |
Assets | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 209,667 | | | $ | 450 | | | $ | 334 | | | $ | - | | | $ | 210,451 | |
Investments in securities | | | 276,244 | | | | - | | | | 7,473 | | | | (8,447 | ) | | | 275,270 | |
Investments in partnerships | | | 98,494 | | | | 6,517 | | | | (9,019 | ) | | | - | | | | 95,992 | |
Receivable from brokers | | | 35,151 | | | | - | | | | - | | | | 14,310 | | | | 49,461 | |
Investment advisory fees receivable | | | 52,509 | | | | (24 | ) | | | (14 | ) | | | (965 | ) | | | 51,506 | |
Other assets | | | 27,433 | | | | (2,339 | ) | | | 1,592 | | | | 119 | | | | 26,805 | |
Total assets | | $ | 699,498 | | | $ | 4,604 | | | $ | 366 | | | $ | 5,017 | | | $ | 709,485 | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | |
Securities sold, not yet purchased | | $ | 6,049 | | | $ | - | | | $ | - | | | $ | 129 | | | $ | 6,178 | |
Accrued expenses and other liabilities | | | 121,356 | | | | 165 | | | | 29 | | | | 2,913 | | | | 124,463 | |
Total debt | | | 111,911 | | | | - | | | | - | | | | - | | | | 111,911 | |
Redeemable noncontrolling interests | | | - | | | | 4,439 | | | | 337 | | | | 1,975 | | | | 6,751 | |
Total equity | | | 460,182 | | | | - | | | | - | | | | - | | | | 460,182 | |
Total liabilities and equity | | $ | 699,498 | | | $ | 4,604 | | | $ | 366 | | | $ | 5,017 | | | $ | 709,485 | |
The CFFs, Partnerships and Offshore Funds columns above include only affiliated entities as no unaffiliated entities are consolidated.
The following table includes the net impact by line item on the consolidated statements of income for each category of entity consolidated (in thousands):
| | Twelve Months Ended December 31, 2014 | |
| | Prior to | | | | | | | | | | | | | |
| | Consolidation | | | CFFs | | | Partnerships | | | Offshore Funds | | | As Reported | |
Total revenues | | $ | 441,380 | | | $ | (28 | ) | | $ | (3 | ) | | $ | (967 | ) | | $ | 440,382 | |
Total expenses | | | 279,823 | | | | 62 | | | | 44 | | | | 927 | | | | 280,856 | |
Operating income | | | 161,557 | | | | (90 | ) | | | (47 | ) | | | (1,894 | ) | | | 159,526 | |
Total other income, net | | | 10,221 | | | | 13 | | | | 50 | | | | (2,189 | ) | | | 8,095 | |
Income before income taxes | | | 171,778 | | | | (77 | ) | | | 3 | | | | (4,083 | ) | | | 167,621 | |
Income tax provision | | | 62,505 | | | | - | | | | - | | | | - | | | | 62,505 | |
Net income | | | 109,273 | | | | (77 | ) | | | 3 | | | | (4,083 | ) | | | 105,116 | |
Net income attributable to noncontrolling interests | | | (117 | ) | | | (77 | ) | | | 3 | | | | (4,083 | ) | | | (4,274 | ) |
Net income attributable to GAMCO | | $ | 109,390 | | | $ | - | | | $ | - | | | $ | - | | | $ | 109,390 | |
| | Twelve Months Ended December 31, 2013 | |
| | Prior to | | | | | | | | | | | | | |
| | Consolidation | | | CFFs | | | Partnerships | | | Offshore Funds | | | As Reported | |
Total revenues | | $ | 399,565 | | | $ | (53 | ) | | $ | (15 | ) | | $ | (1,935 | ) | | $ | 397,562 | |
Total expenses | | | 254,153 | | | | 175 | | | | 47 | | | | 775 | | | | 255,150 | |
Operating income | | | 145,412 | | | | (228 | ) | | | (62 | ) | | | (2,710 | ) | | | 142,412 | |
Total other income, net | | | 37,676 | | | | 475 | | | | 111 | | | | 2,877 | | | | 41,139 | |
Income before income taxes | | | 183,088 | | | | 247 | | | | 49 | | | | 167 | | | | 183,551 | |
Income tax provision | | | 66,186 | | | | - | | | | - | | | | - | | | | 66,186 | |
Net income | | | 116,902 | | | | 247 | | | | 49 | | | | 167 | | | | 117,365 | |
Net income (loss) attributable to noncontrolling interests | | | 49 | | | | 247 | | | | 49 | | | | 167 | | | | 512 | |
Net income attributable to GAMCO | | $ | 116,853 | | | $ | - | | | $ | - | | | $ | - | | | $ | 116,853 | |
| | Twelve Months Ended December 31, 2012 | |
| | Prior to | | | | | | | | | | | | | |
| | Consolidation | | | CFFs | | | Partnerships | | | Offshore Funds | | | As Reported | |
Total revenues | | $ | 346,195 | | | $ | 2 | | | $ | (6 | ) | | $ | (1,910 | ) | | $ | 344,281 | |
Total expenses | | | 232,313 | | | | 132 | | | | 39 | | | | 667 | | | | 233,151 | |
Operating income | | | 113,882 | | | | (130 | ) | | | (45 | ) | | | (2,577 | ) | | | 111,130 | |
Total other income (expense), net | | | 3,264 | | | | 216 | | | | 67 | | | | 2,639 | | | | 6,186 | |
Income before income taxes | | | 117,146 | | | | 86 | | | | 22 | | | | 62 | | | | 117,316 | |
Income tax provision | | | 41,721 | | | | - | | | | - | | | | - | | | | 41,721 | |
Net income | | | 75,425 | | | | 86 | | | | 22 | | | | 62 | | | | 75,595 | |
Net income (loss) attributable to noncontrolling interests | | | (114 | ) | | | 86 | | | | 22 | | | | 62 | | | | 56 | |
Net income attributable to GAMCO | | $ | 75,539 | | | $ | - | | | $ | - | | | $ | - | | | $ | 75,539 | |
The CFFs, Partnerships and Offshore Funds columns above include only affiliated entities as no unaffiliated entities are consolidated.
Variable Interest Entities
We sponsor a number of investment vehicles where we are the general partner or investment manager. Certain of these vehicles are VIEs, but we are not the primary beneficiary, in all but one case, because we do not absorb a majority of the entities’ expected losses or expected returns, and they are, therefore, not consolidated. We consolidate the one VIE where we are the primary beneficiary. The Company has not provided any financial or other support to these entities. The total assets of these non-consolidated VIEs at December 31, 2014 and 2013 were $71.6 million and $72.7 million, respectively. Our maximum exposure to loss as a result of our involvement with the VIEs is limited to the investment in one VIE and the deferred carried interest that we have in another. On December 31, 2014, we had an investment in two of the non-consolidated VIE offshore funds of approximately $10.6 million which was included in investments in partnerships on the consolidated statements of financial condition. On December 31, 2013, we had an investment in one of the non-consolidated VIE offshore funds of approximately $10.0 million which was included in investments in partnerships on the consolidated statements of financial condition. On December 31, 2014 and 2013, we had a deferred carried interest in one of the VIE offshore funds of approximately $43,000 and $45,000, respectively, which was included in investments in partnerships on the consolidated statements of financial condition. Additionally, as the general partner or investment manager to these VIEs the Company earns fees in relation to these roles, which given a decline in AUMs of the VIEs would result in lower fee revenues earned by the Company which would be reflected on the consolidated statements of income, consolidated statements of financial condition and consolidated statements of cash flows.
The assets of these VIEs may only be used to satisfy obligations of the VIEs. The following table presents the balances related to these VIEs that are consolidated and were included on the consolidated statements of financial condition as well as GAMCO’s net interest in these VIEs. Only one VIE is consolidated at both December 31, 2014 and December 31, 2013:
| | December 31, | | | December 31, | |
| | 2014 | | | 2013 | |
(In thousands) | | | | | | |
Investments in partnerships | | $ | 13,434 | | | $ | 15,540 | |
Accrued expenses and other liabilities | | | (12 | ) | | | (2,022 | ) |
Redeemable noncontrolling interests | | | (794 | ) | | | (1,120 | ) |
GAMCO's net interests in consolidated VIEs | | $ | 12,628 | | | $ | 12,398 | |
E. Income Taxes
GBL and its greater than 80% owned operating subsidiaries file a consolidated federal income tax return. Accordingly, the income tax provision represents the aggregate of the amounts provided for all companies.
The provision for income taxes for the years ended December 31, 2015, 2014 2013 and 20122013 consisted of the following:
| | 2014 | | | 2013 | | | 2012 | | | 2015 | | | 2014 | | | 2013 | |
(In thousands) | | | | | | | | | | | | | | | | | | |
Federal: | | | | | | | | | | | | | | | | | | |
Current | | $ | 63,965 | | | $ | 52,411 | | | $ | 28,362 | | | $ | 47,699 | | | $ | 58,194 | | | $ | 45,333 | |
Deferred | | | (7,879 | ) | | | 6,564 | | | | 8,386 | | | | (1,441 | ) | | | (2,876 | ) | | | 371 | |
State and local: | | | | | | | | | | | | | | | | | | | | | | | | |
Current | | | 6,634 | | | | 7,217 | | | | 4,855 | | | | 5,359 | | | | 6,595 | | | | 7,255 | |
Deferred | | | (215 | ) | | | (6 | ) | | | 118 | | | | 109 | | | | (179 | ) | | | 15 | |
Total | | $ | 62,505 | | | $ | 66,186 | | | $ | 41,721 | | | $ | 51,726 | | | $ | 61,734 | | | $ | 52,974 | |
A reconciliation of the Federal statutory income tax rate to the effective tax rate is set forth below:
| 2014 | | | 2013 | | | 2012 | | 2015 | | 2014 | | 2013 |
Statutory Federal income tax rate | 35.0 | % | | 35.0 | % | | 35.0 | % | 35.0 | % | | 35.0 | % | | 35.0 | % |
State income tax, net of Federal benefit | 2.5 | | | 2.3 | | | 2.3 | | 2.7 | | 2.5 | | 2.3 | |
Other | (0.2) | | | (1.2) | | | (1.7) | | (0.5) | | | (0.8) | | | (0.3) | |
Effective income tax rate | 37.3 | % | | 36.1 | % | | 35.6 | % | 37.2 | % | | 36.7 | % | | 37.0 | % |
Significant components of our deferred tax assets and liabilities are as follows:
| | 2014 | | | 2013 | | | 2015 | | | 2014 | |
(In thousands) | | | | | | | | | | | | |
Deferred tax assets: | | | | | | | | | | | | |
Stock compensation expense | | $ | 3,542 | | | $ | 1,063 | | | $ | 4,857 | | | $ | 3,542 | |
Deferred compensation | | | 2,732 | | | | 1,055 | | | | 1,268 | | | | 1,852 | |
Intangible asset amortization | | | - | | | | 62 | | |
Deferred gain on asset sale | | | | - | | | | 2,000 | |
Capital lease obligation | | | 859 | | | | 807 | | | | 905 | | | | 859 | |
Other | | | 144 | | | | 184 | | | | 287 | | | | - | |
Total deferred tax assets | | | 7,277 | | | | 3,171 | | | | 7,317 | | | | 8,253 | |
Deferred tax liabilities: | | | | | | | | | | | | | | | | |
Investments in securities available for sale | | | (10,931 | ) | | | (13,403 | ) | | | (5,443 | ) | | | (9,362 | ) |
Investments in securities and partnerships | | | (15,748 | ) | | | (19,553 | ) | |
Contingent deferred sales commissions | | | (780 | ) | | | (962 | ) | | | (419 | ) | | | (780 | ) |
Intangible asset amortization | | | | (111 | ) | | | - | |
Other | | | | - | | | | (25 | ) |
Total deferred tax liabilities | | | (27,459 | ) | | | (33,918 | ) | | | (5,973 | ) | | | (10,167 | ) |
Net deferred tax assets (liabilities) | | $ | (20,182 | ) | | $ | (30,747 | ) | | $ | 1,344 | | | $ | (1,914 | ) |
As a result of the accelerated vesting of the RSAs and in accordance with GAAP, an increasea decrease of $108,000$1.2 million was recorded in additional paid in capital for the year ended December 31, 20122015 as the actual tax benefit realized by the Company was greaterless than the previously recorded deferred tax benefit.
As of December 31, 20142015 and 2013,2014, the total amount of gross unrecognized tax benefits related to uncertain tax positions was approximately $16.0$18.4 million and $12.9$16.0 million, respectively, of which recognition of $10.4$11.9 million and $8.4$10.4 million, respectively, would impact the Company’s effective tax rate.
As of December 31, 20142015 and 2013,2014, the net liability for unrecognized tax benefits related to uncertain tax positions was $15.0$17.6 million and $12.0$15.0 million, respectively, and is included in accrued expenses and other liabilities on the consolidated statements of financial condition.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits related to uncertain tax positions is as follows:
| | (in millions) | | | (in millions) | |
Balance at January 1, 2012 | | $ | 9.1 | | |
Additions based on tax positions related to the current year | | | 1.1 | | |
Additions for tax positions of prior years | | | 0.5 | | |
Reductions for tax positions of prior years | | | - | | |
Settlements | | | (0.1 | ) | |
Balance at December 31, 2012 | | | 10.6 | | |
Balance at January 1, 2013 | | | $ | 10.6 | |
Additions based on tax positions related to the current year | | | 2.4 | | | | 2.4 | |
Additions for tax positions of prior years | | | 0.5 | | | | 0.5 | |
Reductions for tax positions of prior years | | | (0.6 | ) | | | (0.6 | ) |
Settlements | | | - | | | | - | |
Balance at December 31, 2013 | | | 12.9 | | | | 12.9 | |
Additions based on tax positions related to the current year | | | 3.1 | | | | 3.1 | |
Additions for tax positions of prior years | | | - | | | | - | |
Reductions for tax positions of prior years | | | - | | | | - | |
Settlements | | | - | | | | - | |
Balance at December 31, 2014 | | $ | 16.0 | | | | 16.0 | |
Additions based on tax positions related to the current year | | | | 2.8 | |
Additions for tax positions of prior years | | | | 0.1 | |
Reductions for tax positions of prior years | | | | (0.5 | ) |
Settlements | | | | - | |
Balance at December 31, 2015 | | | $ | 18.4 | |
The Company records penalties and interest related to tax uncertainties in income taxes. As of December 31, 20142015 and 2013,2014, the Company had recognized gross liabilities of approximately $6.7$8.0 million and $5.2$6.7 million related to interest and penalties, respectively. For the years ended December 31, 2015, 2014 2013 and 2012,2013, the Company recorded income tax expenses related to an increase in its liability for interest and penalties of $1.1 million, $1.0 million $0.7 million and $0.6$0.7 million, respectively.
The Company is currently being audited by the Internal Revenue Service for 2014, New York State for years 2001 through 20062011 and the State of Illinois for years 2010 through 2012 but does not expect that any potential assessments will be material to its results of operations. The Company is subject to future audits by New York State for all years after 2006.2011. The Company’s remaining state income tax returns are subject to future audit for all years after 2008.2009. The Company’s Federal tax returns are subject to future audit for years after 2010.
E. Earnings per Share
The computations of basic and diluted net income per share are as follows:
| | For the Years Ending December 31, | | | For the Years Ending December 31, | |
(In thousands, except per share amounts) | | 2014 | | | 2013 | | | 2012 | | | 2015 | | | 2014 | | | 2013 | |
Basic: | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | $ | 87,299 | | | $ | 106,283 | | | $ | 90,033 | |
Gain/(loss) from discontinued operations, net of taxes | | | | (3,887 | ) | | | 3,107 | | | | 26,820 | |
Net income attributable to GAMCO Investors, Inc.'s shareholders | | $ | 109,390 | | | $ | 116,853 | | | $ | 75,539 | | | $ | 83,412 | | | $ | 109,390 | | | $ | 116,853 | |
| | | | | | | | | | | | | |
Weighted average shares outstanding | | | 25,335 | | | | 25,653 | | | | 26,283 | | | | 25,425 | | | | 25,335 | | | | 25,653 | |
| | | | | | | | | | | | | |
Basic net income per share attributable to GAMCO | | | | | | | | | | | | | | | | | | | | | | | | |
Investors, Inc.'s shareholders | | $ | 4.32 | | | $ | 4.56 | | | $ | 2.87 | | | | | | | | | | | | | |
Continuing operations | | | $ | 3.43 | | | $ | 4.20 | | | $ | 3.51 | |
Discontinued operations | | | | (0.15 | ) | | | 0.12 | | | | 1.05 | |
Total | | | $ | 3.28 | | | $ | 4.32 | | | $ | 4.56 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Diluted: | | | | | | | | | | | | | | | | | | | | | | | | |
Income from continuing operations | | | $ | 87,299 | | | $ | 106,283 | | | $ | 90,033 | |
Gain/(loss) from discontinued operations, net of taxes | | | | (3,887 | ) | | | 3,107 | | | | 26,820 | |
Net income attributable to GAMCO Investors, Inc.'s shareholders | | $ | 109,390 | | | $ | 116,853 | | | $ | 75,539 | | | $ | 83,412 | | | $ | 109,390 | | | $ | 116,853 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average share outstanding | | | 25,335 | | | | 25,653 | | | | 26,283 | | | | 25,425 | | | | 25,335 | | | | 25,653 | |
Dilutive stock options and restricted stock awards | | | 223 | | | | 59 | | | | 153 | | | | 286 | | | | 223 | | | | 59 | |
Total | | | 25,558 | | | | 25,712 | | | | 26,436 | | | | 25,711 | | | | 25,558 | | | | 25,712 | |
Diluted net income per share attributable to GAMCO | | | | | | | | | | | | | |
Investors, Inc.'s shareholders | | $ | 4.28 | | | $ | 4.54 | | | $ | 2.86 | | |
| | | | | | | | | | | | | |
Diluted net income per share attributable to GAMCO Investors, Inc.'s shareholders | | | | | | | | | | | | | |
Continuing operations | | | $ | 3.40 | | | $ | 4.16 | | | $ | 3.50 | |
Discontinued operations | | | | (0.15 | ) | | | 0.12 | | | | 1.04 | |
Total | | | $ | 3.24 | | | $ | 4.28 | | | $ | 4.54 | |
G.F. Debt
Debt consists of the following:
| | December 31, 2014 | | | December 31, 2013 | | | December 31, 2015 | | | December 31, 2014 | |
| | Carrying | | | Fair Value | | | Carrying | | | Fair Value | | | Carrying | | | Fair Value | | | Carrying | | | Fair Value | |
| | Value | | | Level 2 | | | Value | | | Level 2 | | | Value | | | Level 2 | | | Value | | | Level 2 | |
(In thousands) | | | | | | | | | | | | | | | | | | | | | | | | |
AC 4% PIK Note | | | $ | 250,000 | | | $ | 250,000 | | | $ | - | | | $ | - | |
Loan from GGCP | | | | 35,000 | | | | 35,000 | | | | - | | | | - | |
5.875% Senior notes | | $ | 100,000 | | | $ | 110,123 | | | $ | 100,000 | | | $ | 108,500 | | | | 24,225 | | | | 24,437 | | | | 100,000 | | | | 110,123 | |
0% Subordinated debentures | | | 12,163 | | | | 13,000 | | | | 11,911 | | | | 13,819 | | | | - | | | | - | | | | 12,163 | | | | 13,000 | |
Total | | $ | 112,163 | | | $ | 123,123 | | | $ | 111,911 | | | $ | 122,319 | | | $ | 309,225 | | | $ | 309,437 | | | $ | 112,163 | | | $ | 123,123 | |
AC 4% PIK Note
In connection with the spin-off of AC on November 30, 2015, the Company issued a $250 million promissory note (the “AC 4% PIK Note”) payable to AC. The AC 4% PIK Note bears interest at 4.0% per annum. The original principal amount has a maturity date of November 30, 2020. Interest on the AC 4% PIK Note will accrue from the date of the last interest payment, or if no interest has been paid, from the effective date of the AC 4% PIK Note. At the election of the Company, payment of interest on the AC 4% PIK Note may be paid in kind (in whole or in part) on the then-outstanding principal amount (a “PIK Amount”) in lieu of cash. The Company will repay the original principal amount of the AC 4% PIK Note to AC in five equal annual installments of $50 million on each interest payment date up to and including the maturity date. All PIK Amounts added to the outstanding principal amount of the AC 4% PIK Note will mature on the fifth anniversary from the date the PIK Amount was added to the outstanding principal of the AC 4% PIK Note. In no event may any interest be paid in kind subsequent to November 30, 2019. The Company may prepay the AC 4% PIK Note (in whole or in part) prior to maturity without penalty.
5.875% Senior notes
On May 31, 2011, the Company issued $100 million of senior unsecured notes (“Senior Notes”) at par. The net proceeds of $99.1 million are being used for working capital and general corporate purposes, which may include acquisitions and seed investments. The issuance costs of $0.9 million have been capitalized and will be amortized over the term of the debt.debt or pro rata upon a repurchase. The notes mature on June 1, 2021 and bear interest at 5.875% per annum, payable semi-annually on June 1 and December 1 of each year and commenced on December 1, 2011. Upon the occurrence of a change of control triggering event, as defined in the indenture, the Company would beis required to offer to repurchase the notes at 101% of their principal amount.
On November 18, 2015, the Company commenced a tender offer (the “Offer”) to purchase for cash up to $100 million aggregate principal amount of the Senior Notes at a price of 101% of the principal amount. $75.8 million of face value Senior Notes were tendered upon the expiration of the Offer. The tender was accounted for as an extinguishment of debt and resulted in a loss of $0.8 million and is included in extinguishment of debt on the consolidated statements of income. In connection with the tender, the Company also expensed $0.4 million of pro rata unamortized issuance costs which was included in interest expense on the consolidated statements of income. At December 31, 2015 and 2014, the debt was recorded at its face value of $24.2 million and $100.0 million, respectively.
Loan from GGCP
In connection with the Offer, the Company borrowed $35.0 million from GGCP. The loan has a term of one year and bears interest at 90-day LIBOR plus 3.25%, reset and payable quarterly. Under the terms of the loan agreement, the Company is required to fully pay the loan prior to any accelerated payment of the AC 4% PIK Note.
Zero coupon Subordinated debentures due December 31, 2015
On December 31, 2010, the Company issued $86.4 million in par value of five year zero coupon subordinated debentures due December 31, 2015 (“Debentures”) to its shareholders of record on December 15, 2010 through the declaration of a special dividend of $3.20 per share. The Debentures havehad a par value of $100 and arewere callable at the option of the Company, in whole or in part, at any time or from time to time, at a redemption price equal to 100% of the principal amount of the Debentures to be redeemed. During 2015, 2014 2013 and 2012,2013, the Company repurchased 62,242 Debentures, 7,178 Debentures 78,809 Debentures and 646,00878,809 Debentures, respectively, having a face value of $6.2 million, $0.7 million $7.9 million and $64.6$7.9 million, respectively. The redemptions in 2015, 2014 2013 and 20122013 were accounted for as an extinguishment of debt and resulted in a loss of $0.3 million, $0.1 million $1.0 million and $6.3$1.0 million, respectively, which was included in extinguishment of debt on the consolidated statements of income. The debt iswas being accreted to its face value using the effective rate on the date of issuance of 7.45%. At December 31, 2014, and 2013, the debt was recorded at its accreted value of $12.2 millionmillion. The debt matured on December 31, 2015 and $11.9 million, respectively.was fully paid at that time.
The fair value of the Company’s debt, which is a Level 2 valuation, is estimated based on either quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities or using market standard models. Inputs into these models include credit rating, maturity and interest rate.
H.G. Equity
Voting Rights
The holders of Class A Stock and Class B Stock have identical rights except that (i) holders of Class A Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten votes per share on all matters to be voted on by shareholders in general, and (ii) holders of Class A Stock are not eligible to vote on matters relating exclusively to Class B Stock and vice versa.
Stock Award and Incentive Plan
The Company maintains two Plans approved by the shareholders, which are designed to provide incentives which will attract and retain individuals key to the success of GBL through direct or indirect ownership of our common stock. Benefits under the Plans may be granted in any one or a combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents and other stock or cash based awards. A maximum of 3.5 million shares of Class A Stock have been reserved for issuance under the Plans by a committee of the Board of Directors responsible for administering the Plans (“Compensation Committee”). Under the Plans, the committee may grant RSAs and either incentive or nonqualified stock options with a term not to exceed ten years from the grant date and at an exercise price that the committee may determine.
During 2014 2013 and 2012,2013, the Company issued 158,600 576,950 and 105,300576,950 RSAs, respectively, at grant date fair values of $80.23 $63.82 and $43.49$63.82 per share, respectively. There were no RSAs issued during 2015. As of December 31, 20142015 and 2013,2014, there were 710,750553,100 RSA shares and 566,950710,750 RSA shares, respectively, outstanding that were issued at an average grant price of $67.45$64.02 per share and $63.93$67.45 per share, respectively. All grants of RSAs were recommended by the Company's Chairman, who did not receive a RSA, and approved by the Compensation Committee of the Company's Board of Directors. This expense, net of estimated forfeitures, is recognized over the vesting period for these awards which is either (1) 30% over three years from the date of grant and 70% over five years from the date of grant or (2) 30% over three years from the date of grant and 10% each year over years four through ten from the date of grant. During the vesting period, dividends to RSA holders are held for them until the RSA vesting dates and are forfeited if the grantee is no longer employed by the Company on the vesting dates. Dividends declared on these RSAs, less estimated forfeitures, are charged to retained earnings on the declaration date. For RSAs issued by GAMCO prior to the spin-off of AC on November 30, 2015, the Company expenses the portion of the RSAs that correspond to the employee allocation between GAMCO and AC.
During 2012,2015, the Board of Directors accelerated the lapsing of restrictions on all outstandingthe November 2013 grant of RSAs resulting in recognition of $10.1$3.5 million in stock compensation expense during 20122015 that would have been recorded in 20132016 through 2016.
A summary of the stock option and RSA activity for the years ended December 31, 20142015 and 20132014 is as follows:
| | Options | | | RSAs | | | Options | | | RSAs | |
| | | | | | | | | | | Weighted Average | | | | | | | | | | | | Weighted Average | |
| | | | | Weighted Average | | | | | | Grant Date | | | | | | Weighted Average | | | | | | Grant Date | |
| | Shares | | | Exercise Price | | | Shares | | | Fair Value | | | Shares | | | Exercise Price | | | Shares | | | Fair Value | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Outstanding at December 31, 2012 | | | 68,623 | | | $ | 41.79 | | | | - | | | $ | - | | |
Granted | | | - | | | | - | | | | 576,950 | | | | 63.82 | | |
Forfeited | | | - | | | | - | | | | (10,000 | ) | | | 57.86 | | |
Exercised / Vested | | | (2,623 | ) | | | 28.95 | | | | - | | | | - | | |
Outstanding at December 31, 2013 | | | 66,000 | | | | 42.49 | | | | 566,950 | | | | 63.93 | | | $ | 66,000 | | | $ | 42.49 | | | | 566,950 | | | $ | 63.93 | |
Granted | | | - | | | | - | | | | 158,600 | | | | 80.23 | | | | - | | | | - | | | | 158,600 | | | | 80.23 | |
Forfeited | | | - | | | | - | | | | (14,800 | ) | | | 69.38 | | | | - | | | | - | | | | (14,800 | ) | | | 69.38 | |
Exercised / Vested | | | (40,000 | ) | | | 40.94 | | | | - | | | | - | | | | (40,000 | ) | | | 40.94 | | | | - | | | | - | |
Outstanding at December 31, 2014 | | | 26,000 | | | $ | 44.89 | | | | 710,750 | | | $ | 67.45 | | | | 26,000 | | | | 44.89 | | | | 710,750 | | | | 67.45 | |
Granted | | | | - | | | | - | | | | - | | | | - | |
Forfeited | | | | - | | | | - | | | | (27,000 | ) | | | 69.50 | |
Exercised / Vested | | | | (26,000 | ) | | | 39.55 | | | | (130,650 | ) | | | 81.55 | |
Outstanding at December 31, 2015 | | | $ | - | | | $ | - | | | | 553,100 | | | $ | 64.02 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Shares available for future issuance at | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2014 | | | 1,829,925 | | | | | | | | | | | | | | |
December 31, 2015 | | | $ | 1,856,925 | | | | | | | | | | | | | |
At December 31, 2014, and 2013, there were exercisable outstanding stock options of 23,500 and 62,000, respectively.23,500. The weighted average exercise price of the exercisable outstanding stock options at December 31, 2014 and 2013 was $44.80 per share and $42.14 per share, respectively.
The table below represents for various prices, the weighted average characteristics of outstanding employee stock options at December 31, 2014.
Exercise | | | Options | | | Weighted average remaining | | | Options currently | | | Exercise price of options | |
price | | | outstanding | | | contractual life | | | exercisable | | | currently exercisable | |
$ | 39.90 | | | | 10,000 | | | | 2.08 | | | | 10,000 | | | $ | 39.90 | |
| 45.77 | | | | 10,000 | | | | 6.08 | | | | 7,500 | | | | 45.77 | |
$ | 51.74 | | | | 6,000 | | | | 3.33 | | | | 6,000 | | | $ | 51.74 | |
The Company did not grant any options in 2014, 2013 or 2012.
The expected volatility reflects the volatility of the GBL stock price over a period of approximately four years, prior to each respective grant date, based on month-end prices. The expected life reflected an estimate of the length of time the employees are expected to hold the options, including the vesting period, and is based, in part, on actual experience with other grants. The dividend yield for the grants reflected the assumption of a $0.03 per share quarterly dividend. The weighted average remaining contractual life of the outstanding options at December 31, 2014 was 3.91 years.share.
The total compensation costs related to non-vested awards not yet recognized is approximately $31.8$10.8 million as of December 31, 2014.2015. This will be recognized as expense in the following periods (in thousands):
2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | |
2016 | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | |
$ | 9,106 | | | $ | 8,136 | | | $ | 5,552 | | | $ | 4,054 | | | $ | 2,272 | | 3,569 | | | $ | 2,492 | | | $ | 1,685 | | | $ | 1,348 | | | $ | 737 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | |
2021 | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | | | |
$ | 1,160 | | | $ | 778 | | | $ | 472 | | | $ | 201 | | | $ | 33 | | 497 | | | $ | 300 | | | $ | 127 | | | $ | 19 | | | | | |
For the years ended December 31, 2015, 2014 2013 and 2012,2013, the Company recorded approximately $7.2$9.9 million, $2.1$5.3 million and $13.6$1.6 million, respectively, in stock based compensation expense which resulted in the recognition of tax benefits of approximately $2.7$3.7 million, $0.8$2.0 million and $5.0$0.6 million, respectively. The $13.6$9.9 million for the year ended December 31, 2012,2015, includes $10.1$3.5 million in stock compensation expense as a result of accelerating all outstandingthe November 2013 grant of RSAs. There were no comparable accelerations in the years ended December 31, 2014 or 2013.
For the years ended December 31, 2015, 2014 2013 and 2012,2013, the Company received approximately $1.2 million, $1.6 million $76,000 and $0.9 million,$76,000, respectively, from the exercise of stock options which resulted in tax benefits of $0.1 million, $0.3 million $16,000 and $0.1 million,$16,000, respectively.
Stock Repurchase Program
In 1999, the Board of Directors established the Stock Repurchase Program through which the Company has been authorized to purchase up to $9 million of Class A Stock. In November 2012, the Board of Directors authorized the purchase of up to 800,000 shares of Class A Stock through a modified “Dutch Auction” tender. 717,389 shares of this authorization were used when the tender concluded in December 2012. The remaining 82,611 shares under this authorization lapsed upon the conclusion of the tender. During 2013, the Board of Directors authorized additional repurchase of 500,000 shares in February 2013, 500,000 shares in November 2013 and 500,000 shares in November.August 2015. In 2015, 2014 2013 and 2012,2013, we repurchased 426,628 shares, 414,432 shares 229,228 shares and 1,138,313229,228 shares, respectively, at an average price of $63.85 per share, $78.99 per share and $64.41 per share, and $48.25respectively (For 2015, 413,228 shares were at an average investment of $64.86 per share respectively.prior to the distribution of AC on November 30, 2015 and 13,400 shares were at an average price of $32.56 following the distribution of AC). There remain 508,783582,155 shares available under this program at December 31, 2014.2015. Under the program, the Company has repurchased 9,126,0259,552,653 shares at an average price of $43.92$44.81 per share and an aggregate cost of $400.8$428.0 million through December 31, 2014.2015. 9,539,253 of these shares were purchased prior to the spin-off of AC to GBL shareholders. The December 31, 2015 closing prices of GBL and AC shares on the NYSE were $31.04 and $30.50, respectively.
Dividends
During 2015, 2014 2013 and 2012,2013, the Company declared dividends of $0.28 per share, $0.50 per share $0.72 per share and $2.88$0.72 per share, respectively, to class A and class B shareholders totaling $7.5 million, $12.9 million $18.7 million and $76.4$18.7 million, respectively. Under the terms of the RSA agreements, we accrue dividends, less estimated forfeitures, for RSA grantees from the date of grant but these dividends are held for grantees who are not entitled to receive dividends until their awards vest and only if they are still employed by the Company at those dates. As of December 31, 20142015 and 2013,2014, dividends accrued on RSAs not yet vested were approximately $0.6 million and $0.3$0.6 million, respectively.
Shelf Registration
In May 2012,April 2015, the SEC declared effective the Company’s “shelf” registration statement on Form S-3 giving the Company the flexibility to sell any combination of senior and subordinate debt securities, convertible debt securities and equity securities (including common and preferred securities) up to a total amount of $400$500 million. The shelf is available through May 30, 2015,April 2018, at which time it may be renewed.
I.H. Capital Lease
On December 5, 1997, prior to the Offering in 1999, the Company entered into a fifteen-year lease, expiring on April 30, 2013,2014, of office space from an entity controlled by members of the Chairman's family. On June 11, 2013, the Company modified and extended its lease with M4E, LLC, the Company’s landlord at 401 Theodore Fremd Ave, Rye, NY. The lease term was extended to December 31, 2028, and the base rental remained at $18 per square foot, or $1.1 million, for 2013.2014. From January 1, 2015 through December 31, 2028, the base rental will be determined by the change in the consumer price index for the New York Metropolitan Area for November of the immediate prior year with the base period as November 2008 for the New York Metropolitan Area.
The lease has been accounted for as a capital lease as it transfers substantially all the benefits and risks of ownership to GBL. The Company has recorded the leased property as an asset and a capital lease obligation for the present value of the obligation of the leased property. The leased property is amortized on a straight-line basis from the date of the most recent extension to the end of the lease. The capital lease obligation is amortized over the same term using the interest method of accounting. Capital lease improvements are amortized from the date of expenditure through the end of the lease term or the useful life, whichever is shorter, on a straight-line basis. The lease provides that all operating expenses relating to the property (such as property taxes, utilities and maintenance) are to be paid by the lessee, GBL. These are recognized as expenses in the periods in which they are incurred. Accumulated amortization on the leased property was approximately $4.2$4.4 million and $4.0$4.2 million at December 31, 20142015 and 2013,2014, respectively.
8067
Future minimum lease payments for this capitalized lease at December 31, 20142015 are as follows:
| | (In thousands) | | | (In thousands) | |
2015 | | $ | 1,184 | | |
2016 | | | 1,080 | | | $ | 1,191 | |
2017 | | | 1,080 | | | | 1,080 | |
2018 | | | 1,080 | | | | 1,080 | |
2019 | | | 1,080 | | | | 1,080 | |
2020 | | | | 1,080 | |
Thereafter | | | 9,720 | | | | 8,640 | |
Total minimum obligations | | | 15,224 | | | | 14,151 | |
Interest | | | 9,964 | | | | 8,974 | |
Present value of net obligations | | $ | 5,260 | | | $ | 5,177 | |
Lease payments under this agreement amounted to approximately $1.2 million, $1.2 million and $1.1$1.2 million for each of the years ended December 31, 2015, 2014 2013 and 2012,2013, respectively. The capital lease contains an escalation clause tied to the change in the New York Metropolitan Area Consumer Price Index which may cause the future minimum payments to exceed $1,080,000 annually. Future minimum lease payments have not been reduced by related minimum future sublease rentals of approximately $1.0$0.9 million due over the next nineeight years, which are due from affiliated entities. Total minimum obligations exclude the operating expenses to be borne by the Company, which are estimated to be approximately $0.9$0.8 million per year.
J.I. Contractual Obligations
We rent office space under leases which expire at various dates through November 30, 2019. Future minimum lease commitments under these operating leases as of December 31, 20142015 are as follows:
| | (In thousands) | | | (In thousands) | |
2015 | | $ | 647 | | |
2016 | | | 504 | | | $ | 849 | |
2017 | | | 472 | | | | 548 | |
2018 | | | 471 | | | | 459 | |
2019 | | | 369 | | | | 358 | |
2020 | | | - | | |
Total | | $ | 2,463 | | | $ | 2,214 | |
Equipment rentals and occupancy expense amounted to approximately $2.7$2.3 million, $2.7$2.0 million and $2.8$2.1 million respectively, for the years ended December 31, 2015, 2014 and 2013, and 2012.respectively.
K.J. Shareholder-Designated Contribution Plan
During 2013, the Company established a Shareholder Designated Charitable Contribution program. Under the program, each shareholder is eligible to designate a charity to which the Company would make a donation based upon the actual number of shares registered in the shareholder’s name. Shares held in nominee or street name were not eligible to participate. The Board of Directors approved two contributions during 2013 of $0.25 per registered share each.each and one contribution during 2015 of $0.25 per registered share. During 2015 and 2013, the Company recorded a charge of $6.4 million, or $0.12 per diluted share, net of management fee and tax benefit and $10.6 million, or $0.24 per diluted share, net of management fee and tax benefit, respectively, related to the contributions which waswere included in shareholder-designated contribution inon the consolidated statements of income. Based upon the number of registered shares that participated in the program in 2013, the Company recorded an additional charge of $134,000 during 2014.
L.K. Related Party Transactions
The following is a summary of certain related party transactions.
GGCP Holdings LLC owns a majority of our Class B Stock, representing approximately 94%91% of the combined voting power and 72%62% of the outstanding shares of our common stock at December 31, 2014.2015.
GSI, a subsidiary of AC, owns 4.4 million shares of our Class A Stock, representing approximately 2% of the combined voting power and 15% of the outstanding shares of our common stock at December 31, 2015.
Capital Lease
We lease an approximately 60,000 square foot building located at 401 Theodore Fremd Avenue, Rye, New York as our headquarters (the “Building”) from an entity controlled by members of the Chairman’s family. See NoteNotes H and I.
We sub-lease approximately 3,300 square feet in the Building to LICT Corporation, a company for which Mr. Gabelli serves as Chairman and CEO, which pays rent at the rate of $28 per square foot plus $3 per square foot for electricity, subject to adjustment for increases in taxes and other operating expenses. The total amounts paid in 2015, 2014, 2013, and 20122013 for rent and other expenses under this lease were $119,686, $117,640, $116,527, and $114,716,$116,527, respectively. Concurrent with the extension of the lease on the Building during 2008, we and LICT Corporation further agreed to extend the term of the sub-lease until December 2023 on the same terms and conditions. As of July 1, 2008, we also sub-lease approximately 1,600 square feet in the Building to Teton. Teton pays rent at the rate of $37.75 per square foot plus $3 per square foot for electricity, subject to adjustment for increases in taxes and other operating expenses. The total amount paid in 2015, 2014 2013 and 20122013 for rent and other expenses under this lease were $69,632, $68,697 $68,189 and $67,361,$68,189, respectively, and were recorded in other operating expenses as a credit on the consolidated statements of income.
Investment Advisory Services
GAMCO has entered into agreements to provide advisory and administrative services to MJG Associates, Inc., which is wholly-owned by Mr. Gabelli, with respect to the private investment funds managed by them. Pursuant to such agreements, MJG Associates, Inc. paid GAMCO $10,000 (excluding reimbursement of expenses) for each of the years 2015, 2014, 2013, and 2012.2013. For 2015, 2014 2013 and 2012,2013, Manhattan Partners I, L.P. and Manhattan Partners II, L.P., investment partnerships for which John Gabelli Inc., an entity owned by John Gabelli, a brother of the Company's Chairman, is the general partner, paid GAMCO investment advisory fees in the amount of $13,595, $14,483 $21,601 and $21,660,$21,601, respectively. In addition, an entity in which Mr. John Gabelli’s wife is the sole shareholder, is the co-general partner of S.W.A.N. Partners, LP (“S.W.A.N.”). S.W.A.N. paid GAMCO investment advisory fees in the amount of $20,406, $22,094 and $32,740 for 2015, 2014 and $35,649 for 2014, 2013, and 2012, respectively, and is included in investment advisory and incentive fees on the consolidated statements of income.
Gabelli Securities International Limited (“GS International”) was formed in 1994 to provide management and investment advisory services to offshore funds and accounts. Mr. Marc Gabelli, who is a member of the Board and a son of the Company's Chairman, owns 55% of GS International and GSI owns the remaining 45%. In 1994, Gabelli International Gold Fund Limited (“GIGFL”), an offshore investment company investing primarily in securities of issuers with gold-related activities, was formed and GS International entered into an agreement to provide management services to GIGFL. GSI in turn entered into an agreement with GS International to provide investment advisory services to GIGFL in return for receiving all investment management fees paid by GIGFL. Pursuant to such agreement, GSI received investment management fees of $11,096 and no incentive fees for 2014. Comparable amounts for 2013 were $13,478 and $0, respectively, and for 2012 they were $23,192 and $0, respectively. As of December 31, 2013, there was $50,639 payable to GIGFL included in accrued expenses and other liabilities on the consolidated statements of financial condition relating to management fees. There was no payable to GIGFL at December 31, 2014.
In April 1999, Gabelli Global Partners, Ltd. (“GGP Ltd.”), an offshore investment fund, was incorporated. GS International and Gemini Capital Management, LLC (“Gemini”), an entity owned by Mr. Marc Gabelli, were engaged by GGP Ltd. as investment advisors as of July 1, 1999. GGP Ltd. paid all of the management fees for 2014 and 2013 in the amounts of $286,360 and $148,909, respectively, to GS International. For 2014 and 2013, GGP Ltd. paid all of the incentive fees in the amount of $20,886 and $31,217, respectively, to GSI International. There were no incentive fees earned in 2012.
In April 1999, GSI formed Gabelli Global Partners, L.P., an investment limited partnership for which GSI and Gemini are the general partners. In March 2002, Gabelli Global Partners, L.P. changed its name to Gemini Global Partners, L.P. Gemini and GSI each received half of the management fee paid by the partnership to the general partners in 2014, 2013 and 2012 in the amounts of $78,288, $76,776 and $76,548, respectively. For 2014 and 2013, Gemini and GSI each received half of the incentive fee in the amount of $178 and $15,018, respectively. There were no incentive fees earned in 2012. As of December 31, 2014 and 2013, there were $97,656 and $36,418, respectively, receivable from Gemini Global Partners, L.P. included in investment advisory fees receivable on the consolidated statements of financial condition.
The Company serves as the investment advisor for the Funds and earns advisory fees based on predetermined percentages of the average net assets of the Funds. In addition, G.distributors has entered into distribution agreements with each of the Funds. As principal distributor, G.distributors incurs certain promotional and distribution costs related to the sale of Fund shares, for which it receives a distribution fee from the Funds or reimbursement from the investment advisor. G.research earns a majority of its commission revenue from transactions executed on behalf of clients of affiliated companies.For 2015, 2014 and 2013, the Company received $47.7 million, $56.1 million and $47.4 million, respectively, in distributions fees. Advisory and distribution fees receivable from the Funds were approximately $31.6$24.1 million and $37.2$31.6 million at December 31, 20142015 and 2013, respectively. GBL earned approximately $0.6 million, $0.9 million and $1.0 million in 2014, 2013 and 2012, respectively, in advisory fee revenues and approximately $12,000, $12,000 and $13,000 in 2014, 2013 and 2012, respectively, in distribution fees from our proprietary investments in the Funds which are included in investment advisory and incentive fees and distribution fees and other income, respectively, on the consolidated statements of income.
Investments in Securities
At December 31, 2014 and 2013, approximately $80 million and $81 million, respectively, of our proprietary investment portfolio were managed by our analysts or portfolio managers other than Mr. Gabelli. The individuals managing these accounts receive 20% of the net profits, if any, earned on the accounts; however, some of the analysts are required to meet a hurdle rate of 5% before earning this 20% payout. In August 2006, a son of the Chairman was given responsibility for managing a proprietary investment account on which he would be paid, on an annual basis, 20% of any net profits earned on the account for the year. The account was initially funded with approximately $40 million during 2006. During 2014 and 2013, $2 million and $2 million, respectively, was transferred from this account back to the firm’s proprietary account and is no longer subject to the 20% payout. For 2014, 2013 and 2012, this account was up 1.6%, 41.9% and 14.3 %, respectively, and therefore he earned approximately $0.1 million, $1.5 million and $0.2 million, respectively, for managing this account.
We had an aggregate investment in the Funds of approximately $337.5 million and $253.9 million at December 31, 2014 and 2013, respectively, of which approximately $298.0 million and $209.8 million was invested in an affiliated money market mutual fund, included in cash and cash equivalents, at December 31, 2014 and 2013, respectively. GBL earned approximately $4,000, $19,000, and $52,000 in 2014, 2013 and 2012, respectively, in dividend income from our investment in our money market mutual fund. Distributions from investments in our equity Funds, which are included within interest and dividend income on the consolidated statements of income, were approximately $2.1 million, $2.3 million and $1.8 million, in 2014, 2013 and 2012, respectively.
Investments in Partnerships
We had an aggregate investment in affiliated partnerships and offshore funds of approximately $94.2 million and $82.0 million at December 31, 2014 and 2013, respectively.
Compensation
Immediately preceding the Offering and in conjunction with the Reorganization, GBL and our Chairman and CEO entered into an employment agreement. This agreement was amended and approved by shareholders on November 30, 2007 and most recently re-approved by shareholders on May 6, 2011.
Under the terms of this agreement and consistent with the firm’s practice since its inception in 1977, Mr. Gabelli will also continue receiving a percentage of revenues or net operating contribution, which are substantially derived from AUM, as compensation relating to or generated by the following activities: (i) managing or overseeing the management of various investment companies and partnerships, (ii) attracting mutual fund shareholders, (iii) attracting and managing Institutional and Private Wealth Management clients, and (iv) otherwise generating revenues for the Company. Such payments are made in a manner and at rates as agreed to from time to time by GAMCO, which rates have been and generally will be the same as those received by other professionals at GAMCO performing similar services. With respect to our Institutional and Private Wealth Management and mutual fund advisory business, we pay out up to 40% of the revenues or net operating contribution to the portfolio managers and marketing staff who introduce, service or generate such business, with payments involving the Institutional and Private Wealth Management accounts being typically based on revenues and payments involving the mutual funds being typically based on net operating contribution.
Mr. Gabelli has agreed that while he is employed by us he will not provide investment management services outside of GAMCO, except for certain permitted accounts as defined under the agreement. The 2008 Employment Agreement may not be amended without the approval of the Compensation Committee and Mr. Gabelli.
The Chairman and CEO receives compensation in the form of a management fee for managing the Company. Additionally, he earns compensation for acting as portfolio manager and/or attracting and providing client service to a large number of GAMCO's Institutional and Private Wealth Management clients, for creating and acting as portfolio manager of several open-end funds, for creating and acting as portfolio manager of the closed-end funds and for providing other services, including acting as portfolio and relationship manager of investment partnerships.
services.
Other
On May 31, 2006, the Company entered into an Exchange and Standstill Agreement with Frederick J. Mancheski, a significant shareholder, pursuant to which, among other things, he agreed to exchange his 2,071,635 shares of Class B Stock, which he received on a pari passu basis with his investment in GGCP, for an equal number of shares of Class A Stock. The standstill expires on May 31, 2016. Under the terms of the standstill agreement, Mr. Mancheski agreed to, among other things, vote his shares in favor of the nominees and positions advocated by the Board of Directors. As stated in the latest available Form 13D filed by Mr. Mancheski on December 20, 2012,July 2, 2015, he continues to exercise voting control over 1,725,9741,705,974 shares of Class A Stock.
For 2015, 2014, 2013, and 2012,2013, we incurred variable costs (but not the fixed costs) of $432,000, $458,000, $483,000, and $450,000,$483,000, respectively, for actual usage relating to our use of aircraft in which GGCP owns the fractional interests.
As required by the Company's Code of Ethics, staff members are required to maintain their brokerage accounts at G.research unless they receive permission to maintain an outside account. G.research offers its entire staff the opportunity to engage in brokerage transactions at discounted commission rates. Accordingly, many of our staff members, including the executive officers or entities controlled by them, have brokerage accounts at G.research and have engaged in securities transactions at discounted rates.
G.research also participates in syndicated underwriting activities, some of which involve the issuance of preferred or common shares of Gabelli closed-end funds. During 2014, G.research participated as Sales Manager in the at the market offerings of The GAMCO Global Gold, Natural Resources & Income Trust and acted as Dealer Manager for The Gabelli Equity Trust Rights Offering, the Gabelli Multimedia Trust Rights Offering, the Gabelli Healthcare & Wellness Trust Rights Offering, and acted as co-manager in The Gabelli Health & Wellness Trust 5.875% Series B Cumulative Preferred Stock Offering. During 2013, G.research participated as agent in the at the market offerings of The GAMCO Global Gold, Natural Resources & Income Trust and acted as Dealer Manager for The Gabelli Global Utility and Income Trust’s Series A Preferred Share Rights Offering, and acted as co-manager in The GAMCO Global Gold, Natural Resources & Income Trust 5% Series B Cumulative Preferred Stock Offering. During 2012, G.research participated as agent in the secondary offerings of The GAMCO Global Gold, Natural Resources & Income Trust and acted as Dealer Manager for The Gabelli Equity Trust’s Series F Cumulative Preferred Rights Offering, and acted as co-underwriter for The Gabelli Equity Trust’s Series H Cumulative Preferred Stock Offering.
GBL and Teton entered into a transitional administrative and management service agreement in connection with the spin-off of Teton from GBL that formalized certain arrangements. Effective January 1, 2011, Teton and GBL renegotiated the terms of the sub-administration agreement from a flat 0.20% on the average net assets of the mutual funds managed by Teton to 0.20% on the first $370 million in average net assets, 0.12% on the next $630 million in average net assets and 0.10% on average net assets in excess of $1 billion, as compensation for providing mutual fund administration services and $15,000 per month for various administrative services. Effective April 1, 2014, the administrative services fee was increased to $25,000 per month. Prior to the spin-off these fees were eliminated in consolidation. During 2015, 2014 2013 and 2012,2013, there was $2.2 million, $2.3 million $1.8 million and $1.5$1.8 million, respectively, included in distribution fees and other income on the consolidated statements of income.
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Effective January 1, 2014, GAMCO and Funds Advisor each entered into a research services agreement with G.research, LLC, a wholly-owned subsidiary of Gabelli Securities, Inc., for G.research, LLC to provide them with the same types of research services that it provides to its other clients. For both 2015 and 2014, GAMCO and Funds Advisor paid G.research, LLC $0.7 million and $0.8 million, respectively.
M.GAMCO and AC entered into a transitional administrative and management services agreement in connection with the Spin-off. The agreement calls for GAMCO to provide to AC certain services including but not limited to: accounting, financial reporting and consolidation services, including the services of a financial and operations principal; treasury services, including, without limitation, insurance and risk management services and administration of benefits; tax planning, tax return preparation, recordkeeping and reporting services; human resources, including but not limited to the sourcing of permanent and temporary employees as needed, recordkeeping, performance reviews and terminations; legal and compliance advice, including the services of a Chief Compliance Officer; technical/technology consulting; and operations and general administrative assistance, including office space, office equipment and furniture, payroll, procurement, and administrative personnel. In addition, AC will provide GAMCO with payroll services. All services provided under the agreement by GAMCO to AC or by AC to GAMCO will be charged at cost. The agreement is terminable by either party on 30 days’ prior written notice to the other party and has a term of twelve months.
At December 31, 2014, GSI owed GAMCO a demand loan of $16 million bearing interest at 5.5% annually. On December 28, 2015, GSI repaid the demand loan in full plus accrued and unpaid interest. The interest paid by GSI to GAMCO during 2015 and 2014 was $0.9 million and $1.0 million, respectively.
In connection with the spin-off of AC on November 30, 2015, the Company issued the AC 4% PIK Note. During 2015, GAMCO recorded interest expense of $0.8 million. See Note F. Debt for further details.
In connection with the Offer, the Company borrowed $35.0 million from GGCP. During 2015, GAMCO recorded interest expense of $15,000. See Note F. Debt for further details.
L. Financial Requirements
As a registered broker-dealers, G.research andbroker-dealer, G.distributors areis subject to the Uniform Net Capital Rule 15c3-1 (the “Rule”) of the SEC. G.research andThese regulatory capital requirements, while not specific encumbrances on assets, restrict the total assets of this subsidiary broker-dealer to the extent they are needed to fulfill the regulatory capital requirements. Accordingly, this restriction limits the transfer of funds from this subsidiary to the Company in the form of cash dividends or otherwise. This restriction is 120% of its minimum net capital. G.distributors compute theircomputes its net capital under the alternative method permitted by the Rule which requires minimum net capital of $250,000. The Companies met or$250,000, and it exceeded this requirement at December 31, 2014.2015.
Our subsidiary, GAMCO Asset Management (UK) Limited is authorized and regulated by the Financial Conduct Authority (“FCA”). In February 2011, GAMCO Asset Management (UK) Limited increased its permitted license with the FCA’s predecessor, the Financial Services Authority (“FSA”) and has held Total Capital of £519,000 and £504,000 ($769,000 and £495,000 ($783,000 and $816,000$783,000 at December 31, 20142015 and 2013,2014, respectively) and had a Financial Resources Requirement of £262,000 and £210,000 ($388,000 and £226,000 ($326,000 and $373,000$326,000 at December 31, 20142015 and 2013,2014, respectively). We have consistently met or exceeded these minimum requirements.
N.M. Administration Fees
We have entered into administration agreements with other companies (the “Administrators”), whereby the Administrators provide certain services on behalf of several of the Funds and Investment Partnerships.Funds. Such services do not include the investment advisory and portfolio management services provided by GBL. The fees are negotiated based on predetermined percentages of the net assets of each of the Funds.
O.N. Profit Sharing Plan and Incentive Savings Plan
The Company has a qualified contributory employee profit sharing plan and incentive savings plan covering substantially all employees. Company contributions to the plans are determined annually by the Board of Directors but may not exceed the amount permitted as a deductible expense under the Internal Revenue Code. The Company accrued contributions of approximately $18,000$26,000 and $52,000$23,000 to the plans for the years ended December 31, 20132015 and 2012,2013, respectively. For the year ended December 31, 2014, the Company used unvested contributions that were forfeited from prior year’s matching to satisfy the current year’s contribution.
P. Goodwill andO. Identifiable Intangible Asset
At December 31, 2014 and 2013, $3.5 million of goodwill is reflected on the consolidated statements of financial condition with $3.3 million related to GSI and $0.2 million related to G.distributors. The Company adopted the guidance issued by the FASB that allowed for a qualitative assessment of whether it is more likely than not that an impairment has occurred. At November 30, 2014 and November 30, 2013, management conducted its annual assessments of the recoverability of goodwill and determined that there was no impairment of goodwill on GBL’s consolidated financial statements.
As a result of becoming the advisor to the Gabelli Enterprise Mergers and Acquisitions Fund and the associated consideration paid, the Company maintains an identifiable intangible asset of $1.9 million within other assets on the consolidated statements of financial condition at both December 31, 20142015 and 2013.2014. The investment advisory agreement is subject to annual renewal by the fund's Board of Directors, which the Company expects to be renewed, and the Company does not expect to incur additional expense as a result, which is consistent with other investment advisory agreements entered into by the Company. The advisory contract isfor the Gabelli Enterprise Mergers and Acquisitions Fund are next up for renewal in February 2016.2017. On November 1, 2015, as a result of becoming the advisor to the Bancroft Fund Ltd. and the Ellsworth Growth and Income Fund Ltd. and the associated consideration paid, the Company maintains an identifiable intangible asset of $1.6 million within other assets on the consolidated statement of financial condition at December 31, 2015. The advisory contracts for the Bancroft Fund Ltd. and the Ellsworth Growth and Income Fund Ltd. are both next up for renewal in November 2017. At November 30, 20142015 and November 30, 2013,2014, management conducted its annual assessments of the recoverability of the intangible assetassets and determined that there was no impairment of it on GBL’s consolidated financial statements.
P. Discontinued Operations
As a result of the Spin-off, the results of AC’s operations through the Spin-off Date, as well as transaction costs related to the Spin-off, have been classified in the consolidated statements of income as discontinued operations for all periods presented. There was no gain or loss on the Spin-off for the Company, and it was a tax-free spin-off to GAMCO’s shareholders.
GAMCO does not have any significant continuing involvement in the operations of AC after the Spin-off, and GAMCO will not have the ability to influence operating or financial policies of AC. GAMCO and AC do have a common Chief Executive Officer for a transition period, and GBL does provide certain services to AC under a Transition Services Agreement (see Note K. Related Party Transactions for details). GAMCO also has debt on its consolidated statement of financial condition at December 31, 2015 that is payable to AC. That GAMCO note pays interest at 4%, which is payable in cash or PIK, and will be paid off ratably over five years, or sooner at GAMCO’s option (see Note F. Debt for details). AC owns 4.4 million shares of GAMCO’s Class A Stock on which it will receive dividends, if and when they are declared (see Note K. Related Party Transactions for details). As with all stockholders, employees and directors of GAMCO received one share of AC stock for each share of GAMCO stock that they held on the record date for the distribution. Some of these AC shares are unvested restricted stock awards to the extent an employee’s holdings consisted of unvested GAMCO restricted stock awards on the record date. The vesting provisions remain unchanged (see Note G. Equity for details).
The 2015 results include $2.4 million in costs incurred with respect to the Spin-off and are included in Other operating expenses below. Operating results for the period from January 1, 2015 through November 30, 2015 and the full years 2014 and 2013 are summarized below:
| | Year Ended December 31, | |
| | 2015 | | | 2014 | | | 2013 | |
Revenues | | | | | | | | | |
Investment advisory and incentive fees | | $ | 8,552 | | | $ | 9,750 | | | $ | 10,478 | |
Distribution fees and other income | | | 279 | | | | 325 | | | | 447 | |
Institutional research services | | | 8,973 | | | | 10,925 | | | | 8,940 | |
Total revenues | | | 17,804 | | | | 21,000 | | | | 19,865 | |
Expenses | | | | | | | | | | | | |
Compensation | | | 20,500 | | | | 22,298 | | | | 22,939 | |
Stock based compensation | | | 4,716 | | | | 1,921 | | | | 510 | |
Management fee | | | (727 | ) | | | (36 | ) | | | 4,485 | |
Distribution costs | | | (85 | ) | | | (598 | ) | | | (742 | ) |
Other operating expenses | | | 9,070 | | | | 7,341 | | | | 7,119 | |
Total expenses | | | 33,474 | | | | 30,926 | | | | 34,311 | |
Operating loss | | | (15,670 | ) | | | (9,926 | ) | | | (14,446 | ) |
Other income (expense) | | | | | | | | | | | | |
Net gain from investments | | | 7,660 | | | | 6,491 | | | | 51,034 | |
Interest and dividend income | | | 2,740 | | | | 4,416 | | | | 5,864 | |
Interest expense | | | (1,224 | ) | | | (1,377 | ) | | | (1,908 | ) |
Total other income (expense), net | | | 9,176 | | | | 9,530 | | | | 54,990 | |
Income/(loss) from discontinued operations before income taxes | | | (6,494 | ) | | | (396 | ) | | | 40,544 | |
Income tax provision/(benefit) | | | (2,045 | ) | | | 771 | | | | 13,212 | |
Income/(loss) from discontinued operations, net of taxes | | | (4,449 | ) | | | (1,167 | ) | | | 27,332 | |
Net income/(loss) attributable to noncontrolling interests | | | (562 | ) | | | (4,274 | ) | | | 512 | |
Net income/(loss) attributable to GAMCO Investors, Inc.'s | | | | | | | | | | | | |
discontinued operations, net of taxes | | $ | (3,887 | ) | | $ | 3,107 | | | $ | 26,820 | |
The assets and liabilities of AC have been classified in the consolidated statement of financial condition as of December 31, 2014 as assets and liabilities of discontinued operations and consist of the following:
| | December 31, | |
| | 2014 | |
Cash and cash equivalents | | $ | 285,530 | |
Investments in securities | | | 220,595 | |
Investments in sponsored registered investment companies | | | 39,537 | |
Investments in partnerships | | | 107,637 | |
Receivable from brokers | | | 74,396 | |
Investment advisory fees receivable | | | 4,145 | |
Receivable from affiliates | | | (20,675 | ) |
Goodwill and identifiable intangible asset | | | 3,254 | |
Income tax receivable | | | 44 | |
Other assets | | | 19,175 | |
Total assets of discontinued operations | | | 733,638 | |
Payable to brokers | | | 43,397 | |
Income taxes payable and deferred tax liabilities | | | 9,959 | |
Compensation payable | | | 9,180 | |
Securities sold, not yet purchased | | | 10,595 | |
Payable to affiliates | | | - | |
Mandatorily redeemable noncontrolling interests | | | 1,302 | |
Accrued expenses and other liabilities | | | 1,497 | |
Total liabilities of discontinued operations | | | 75,930 | |
| | | | |
Redeemable noncontrolling interests from discontinued operations | | | 68,334 | |
| | | | |
Noncontrolling interests from discontinued operations | | | 2,734 | |
| | | | |
Net assets of discontinued operations | | $ | 586,640 | |
The following table summarizes the net impact of the Spin-off to GAMCO’s stockholders’ equity (deficiency):
Decrease in additional paid-in capital | | $ | (301,283 | ) |
Decrease in retained earnings | | | (692,839 | ) |
Decrease in accumulated comprehensive income | | | (9,178 | ) |
Total | | $ | (1,003,300 | ) |
Q. Other Matters
From time to time, the Company may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions or other relief. For any such matters, the consolidated financial statements include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether there exist losses which may be reasonably possible and, if material, makes the necessary disclosures. Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations or cash flows.
The investment management industry is likely to continue facing a high level of regulatory scrutiny and become subject to additional rules designed to increase disclosure, tighten controls and reduce potential conflicts of interest. In addition, the SEC has substantially increased its use of focused inquiries which request information from a number of fund complexes regarding particular practices or provisions of the securities laws. The Company participates in some of these inquiries in the normal course of our business. Changes in laws, regulations and administrative practices by regulatory authorities, and the associated compliance costs, have increased our cost structure and could in the future have a material impact.
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The Company indemnifies the clearing brokers of G.research for losses they may sustain from the customer accounts that trade on margin introduced by our broker-dealer subsidiary. At December 31, 2014, the total amount of customer balances subject to indemnification (i.e. unsecured margin debits) was immaterial. The Company also has entered into arrangements with a number of other third parties which provide for indemnification of the third parties against losses, costs, claims and liabilities arising from the performance of obligations under the agreements. The Company has had no claims or payments pursuant to these or prior agreements, and believes the likelihood of such a claim being made is remote. The Company’s estimate of the value of such agreements is de minimis, and therefore an accrual has not been made on the consolidated financial statements.
R. Quarterly Financial Information (Unaudited)
Quarterly financial information for the years ended December 31, 20142015 and 20132014 is presented below.
| | 2014 | | | 2015 | |
| | 1st | | | 2nd | | | 3rd | | | 4th | | | Total | | | 1st | | | 2nd | | | 3rd | | | 4th | | | Total | |
(In thousands, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | $ | 104,477 | | | $ | 108,296 | | | $ | 110,858 | | | $ | 116,751 | | | $ | 440,382 | | | $ | 99,806 | | | $ | 98,693 | | | $ | 92,160 | | | $ | 90,317 | | | $ | 380,976 | |
Operating income | | | 36,499 | | | | 37,537 | | | | 43,586 | | | | 41,904 | | | | 159,526 | | | | 38,590 | | | | 38,981 | | | | 37,276 | | | | 33,102 | | | | 147,949 | |
Income from continuing operations | | | | 23,148 | | | | 23,775 | | | | 22,451 | | | | 17,925 | | | | 87,299 | |
Income/(loss) from discontinued operations, net of taxes | | | | 1,628 | | | | 326 | | | | (7,483 | ) | | | 1,642 | | | | (3,887 | ) |
Net income attributable to GAMCO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investors, Inc.'s shareholders | | | 27,954 | | | | 28,950 | | | | 23,665 | | | | 28,821 | | | | 109,390 | | | | 24,776 | | | | 24,101 | | | | 14,968 | | | | 19,567 | | | | 83,412 | |
Net income attributable to GAMCO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investors, Inc.'s shareholders per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 1.10 | | | | 1.14 | | | | 0.94 | | | | 1.14 | | | | 4.32 | | |
Diluted | | $ | 1.09 | | | $ | 1.13 | | | $ | 0.93 | | | $ | 1.13 | | | $ | 4.28 | | |
Basic - Continuing operations | | | $ | 0.92 | | | $ | 0.95 | | | $ | 0.90 | | | $ | 0.68 | | | $ | 3.43 | |
Basic - Discontniued operations | | | | 0.07 | | | | 0.01 | | | | (0.30 | ) | | | 0.06 | | | | (0.15 | ) |
Basic - Total | | | $ | 0.99 | | | $ | 0.96 | | | $ | 0.60 | | | $ | 0.74 | | | $ | 3.28 | |
| | | | | | | | | | | | | | | | | | | | | |
Diluted - Continuing operations | | | $ | 0.91 | | | $ | 0.94 | | | $ | 0.89 | | | $ | 0.67 | | | $ | 3.40 | |
Diluted - Discontinued operations | | | | 0.06 | | | | 0.01 | | | | (0.30 | ) | | | 0.06 | | | | (0.15 | ) |
Diluted - Total | | | $ | 0.97 | | | $ | 0.95 | | | $ | 0.59 | | | $ | 0.73 | | | $ | 3.24 | |
| | 2013 | | | 2014 | |
| | 1st | | | 2nd | | | 3rd | | | 4th | | | Total | | | 1st | | | 2nd | | | 3rd | | | 4th | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenues | | $ | 86,181 | | | $ | 92,290 | | | $ | 96,377 | | | $ | 122,714 | | | $ | 397,562 | | | $ | 101,150 | | | $ | 104,345 | | | $ | 106,627 | | | $ | 109,814 | | | $ | 421,936 | |
Operating income | | | 30,727 | | | | 31,784 | | | | 32,728 | | | | 47,173 | | | | 142,412 | | | | 39,777 | | | | 41,183 | | | | 44,334 | | | | 44,158 | | | | 169,452 | |
Income from continuing operations | | | | 27,492 | | | | 24,942 | | | | 27,370 | | | | 26,479 | | | | 106,283 | |
Income/(loss) from discontinued operations, net of taxes | | | | 462 | | | | 4,008 | | | | (3,705 | ) | | | 2,342 | | | | 3,107 | |
Net income attributable to GAMCO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investors, Inc.'s shareholders | | | 22,545 | | | | 27,893 | | | | 33,098 | | | | 33,317 | | | | 116,853 | | | | 27,954 | | | | 28,950 | | | | 23,665 | | | | 28,821 | | | | 109,390 | |
Net income attributable to GAMCO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Investors, Inc.'s shareholders per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 0.88 | | | | 1.09 | | | | 1.29 | | | | 1.30 | | | | 4.56 | | |
Diluted | | $ | 0.88 | | | $ | 1.09 | | | $ | 1.29 | | | $ | 1.29 | | | $ | 4.54 | | |
Basic - Continuing operations | | | $ | 1.08 | | | $ | 0.98 | | | $ | 1.08 | | | $ | 1.05 | | | $ | 4.20 | |
Basic - Discontniued operations | | | | 0.02 | | | | 0.16 | | | | (0.14 | ) | | | 0.09 | | | | 0.12 | |
Basic - Total | | | $ | 1.10 | | | $ | 1.14 | | | $ | 0.94 | | | $ | 1.14 | | | $ | 4.32 | |
| | | | | | | | | | | | | | | | | | | | | |
Diluted - Continuing operations | | | $ | 1.07 | | | $ | 0.97 | | | $ | 1.07 | | | $ | 1.04 | | | $ | 4.16 | |
Diluted - Discontinued operations | | | | 0.02 | | | | 0.16 | | | | (0.14 | ) | | | 0.09 | | | | 0.12 | |
Diluted - Total | | | $ | 1.09 | | | $ | 1.13 | | | $ | 0.93 | | | $ | 1.13 | | | $ | 4.28 | |
During the fourth quarter of 2015, the Board of Directors accelerated the lapsing of restrictions on the November 2013 grant of RSAs resulting in recognition of $3.5 million in stock compensation expense, or $0.07 per fully diluted share, that would have been recorded in 2016 through 2018.
S. Subsequent Events
On December 21, 2015, GAMCO entered into a deferred compensation agreement with Mr. Gabelli whereby his variable compensation for 2016 will be in the form of Restricted Stock Units (“RSUs”) determined by the volume-weighted average price of the Company’s Class A Stock during 2016. As a result, in 2016, Mr. Gabelli will not be paid any cash compensation that he is entitled to under the Employment Agreement approved by shareholders on May 5, 2015, and consistent with Mr. Gabelli’s agreement since 1977. While the issuance of the award itself will not change Mr. Gabelli’s compensation, the GAAP reporting for his compensation will change. The RSUs will vest 100% on January 1, 2020, and the Company intends to settle the award in cash at that time; however, the Company reserves the right to issue shares of the Company’s Class A Stock in lieu of such cash payment. For GAAP reporting, the Company will recognize the amount of Mr. Gabelli’s 2016 compensation ratably over the vesting period, or approximately 25% of the total during each of 2016, 2017, 2018 and 2019 fiscal years.
On February 2, 2015,18, 2016, the Board of Directors declared a regular quarterly dividend of $0.07$0.02 per share to all of its shareholders, payable on March 31, 201529, 2016 to shareholders of record on March 17, 2015.15, 2016.
From January 1, 20152016 to March 6, 2015,15, 2016, the Company repurchased 18,82830,103 shares at $78.77$29.33 per share. As a result, there are 489,955552,052 shares available to be repurchased under our existing buyback plan at March 6, 2015.15, 2016.
8675
ITEM 9: | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM 9:CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A:CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be timely disclosed, is recorded, processed, summarized, and reported to management within the time periods specified in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s Chief Executive Officer and Chief Financial Officer,Co-Chief Accounting Officers, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in the Exchange Act) as of the end of the period covered by this report, have concluded that the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
(b) Management’s Report on Internal Control Over Financial Reporting
GBL's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Management, with the participation of the principal executive officer and under the supervision of the principal financial officer,officers, of the Company conducted an evaluation of the effectiveness of GBL's internal control over financial reporting as of December 31, 2014,2015, as required by Rule 13a-15(c) of the Exchange Act. There are inherent limitations to the effectiveness of any system of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective internal control over financial reporting controls can only provide reasonable assurance of achieving their control objectives. In making its assessment of the effectiveness of its internal control over financial reporting, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013) in Internal Control-Integrated Framework.Framework 2013.
Based on its evaluation, management concluded that, as of December 31, 2014,2015, the Company maintained effective internal control over financial reporting. The independent registered public accounting firm that audited the consolidated financial statements included in the annual report containing the disclosure required by this Item has issued an attestation report on the Company's internal control over financial reporting. The report on the audit of internal control over financial reporting is included in Item 8 in this Form 10-K.
(c) Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended December 31, 20142015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B:OTHER INFORMATION
None.
8776
PART III
ITEM 10:DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding the Directors and Executive Officers of GBL and compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by reference from the our definitive proxy statement for our 20152016 Annual Meeting of Shareholders (the “Proxy Statement”).
GBL has adopted a Code of Business Conduct that applies to all of our officers, directors, full-time and part-time employees and a Code of Conduct that sets forth additional requirements for our principal executive officer, principal financial officer,officers, principal accounting officerofficers or controller, or persons performing similar functions (together, the “Codes of Conduct”). The Codes of Conduct are posted on our website (www.gabelli.com) and are available in print free of charge to anyone who requests a copy. Interested parties may address a written request for a printed copy of the Codes of Conduct to: Secretary, GAMCO Investors, Inc., One Corporate Center, Rye, New York 10580-1422. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Codes of Conduct by posting such information on our website.
In addition to the certifications attached as Exhibits to this Form 10-K, following its 20152016 Annual Meeting, GBL also submitted to the New York Stock Exchange (“NYSE”) a certification by our Chief Executive Officer that he is not aware of any violations by GBL of the NYSE corporate governance listing standards as of the date of the certification.
ITEM 11:EXECUTIVE COMPENSATION
Information required by Item 11 is included in our Proxy Statement for the 20152016 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by Item 12 is included in our Proxy Statement for the 20152016 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 13:CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by Item 13 is included in our Proxy Statement for the 20152016 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 14: | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information set forth under the caption “Independent Registered Public Accounting Firm” in our Proxy Statement for the 20152016 Annual Meeting of Stockholders is incorporated herein by reference.
8877
PART IV
ITEM 15: | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
ITEM 15:EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) List of documents filed as part of this Report:
(1) Consolidated Financial Statements and Independent Registered Public Accounting Firm’s Reports included herein:
See Index on page 47.40.
(2) Financial Statement Schedules
Financial statement schedules are omitted as not required or not applicable or because the information is included in the Financial Statements or notes thereto.
(3) List of Exhibits:
The agreements included or incorporated by reference as exhibits to this Annual Report on Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.
Exhibit
Number Description of Exhibit
2.1 | | Agreement and Plan of Merger, dated October 14, 2013,2014, between GAMCO Investors, Inc., a New York corporation and GAMCO Investors, Inc., a Delaware corporation. (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K dated November 20, 20132014 filed with the Securities and Exchange Commission on November 22, 2013)2014). |
3.1 | | Amended and Restated Certificate of Incorporation of GAMCO Investors, Inc. (the “Company”) (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K dated November 20, 20132014 filed with the Securities and Exchange Commission on November 22, 2013)2014). |
3.2 | | Amended and Restated Bylaws of the Company. (Incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K dated November 20, 20132014 filed with the Securities and Exchange Commission on November 22, 2013)2014). |
3.3 | | Amendment No. 1 to Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.3 to the Company’s Report on Form 8-K dated September 23, 2014 filed with the Securities and Exchange Commission on September 26, 2014). |
| | |
4.1 | | Form of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K dated November 20, 2013 filed with the Securities and Exchange Commission on November 22, 2013). |
4.2 | | Indenture, dated as of December 31, 2010, between the Company and Computershare Trust Company, N.A., as Trustee (includes form of 0% Subordinated Debenture due 2015). (Incorporated by reference to Exhibit 4.1 to the Company's Report on Form 8-K dated January 6, 2011 filed with the Securities and Exchange Commission on January 6, 2011). |
4.3 | | First Supplemental Indenture, dated as of November 22, 2013, by and between GAMCO Investors, Inc. and, Computershare Trust Company, N.A. as trustee. (Incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 8-K dated November 20, 2013 filed with the Securities and Exchange Commission on November 22, 2013). |
4.4 | | Indenture, dated as of February 6, 2002, between the Company and The Bank of New York, as Trustee. (Incorporated by reference to Exhibit 4.1 to the Company's Report on Form 8-K dated February 8, 2002 filed with the Securities and Exchange Commission on February 8, 2002). |
4.5 | | Second Supplemental Indenture, dated May 31, 2011, between the Company and The Bank of New York Mellon, as Trustee (includes form of 5.875% Senior Notes due 2021). (Incorporated by reference to Exhibit 4.1 to the Company's Report on Form 8-K dated May 25, 2011 filed with the Securities and Exchange Commission on May 31, 2011). |
4.6 | | Third Supplemental Indenture, dated November 22, 2013, between GAMCO Investors, Inc. and The Bank of New York Mellon, as Trustee. (Incorporated by reference to Exhibit 4.3 to the Company’s Report on Form 8-K dated November 20, 2013 filed with the Securities and Exchange Commission on November 22, 2013). |
10.1 | | Tax Indemnification Agreement between the Company and GFI. (Incorporated by reference to Exhibit 10.2 to Amendment No. 3 to the Company's Registration Statement on Form S-1 (File No. 333-51023) filed with the Securities and Exchange Commission on January 29, 1999). |
10.2 | | GAMCO Investors, Inc. 1999 Stock Award and Incentive Plan (Incorporated by reference to Exhibit 10.4 to Amendment No. 3 to the Company’s Registration Statement on Form S-1 (Registration No. 333-51023) filed with the Commission on January 29, 1999). * |
10.3 | | GAMCO Investors, Inc. 1999 Annual Performance Incentive Plan (Incorporated by reference to Exhibit 10.5 to Amendment No. 3 to the Company's Registration Statement on Form S-1 (File No. 333-51023) filed with the Securities and Exchange Commission on January 29, 1999). * |
10.4 | | GAMCO Investors, Inc. 2002 Stock Award and Incentive Plan (Incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2002). * |
10.5 | | First Amendment to the Company’s 2002 Stock Award and Incentive Plan (Incorporated by reference to Annex D to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on October 30, 2013).* |
10.6 | | Employment Agreement between the Company and Mario J. Gabelli dated February 6, 2008 (Incorporated by reference to Exhibit 10.1 to Company's Report on Form 8-K dated February 6, 2008 filed with the Securities and Exchange Commission on February 7, 2008). * |
10.7 | | Exchange and Standstill Agreement, dated May 31, 2006, between the Company and Frederick J. Mancheski (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 8, 2006). |
10.8 | | Registration Rights Agreement, dated May 31, 2006 by and between GAMCO Investors, Inc. and Frederick J. Mancheski and David M. Perlmutter. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 8, 2006). |
| 10.9 | | Service Mark and Name License Agreement, dated November 30, 2015, by and between GAMCO Investors, Inc. and Associated Capital Group, Inc. (Incorporated by reference to Exhibit 10.1 to Company's Report on Form 8-K dated November 30, 2015 filed with the Securities and Exchange Commission on December 4, 2015). |
| 10.10 | | Transitional Administrative and Management Services Agreement, dated November 30, 2015, by and between GAMCO Investors, Inc. and Associated Capital Group, Inc. (Incorporated by reference to Exhibit 10.2 to Company's Report on Form 8-K dated November 30, 2015 filed with the Securities and Exchange Commission on December 4, 2015). |
| 10.11 | | Promissory note in the amount of $250,000,000, dated November 30, 2015, issued by GAMCO Investors, Inc. to Associated Capital Group, Inc. (Incorporated by reference to Exhibit 10.3 to Company's Report on Form 8-K dated November 30, 2015 filed with the Securities and Exchange Commission on December 4, 2015). |
| 10.12 | | Tax Indemnity and Sharing Agreement, dated November 30, 2015, by and between GAMCO Investors, Inc. and Associated Capital Group, Inc. (Incorporated by reference to Exhibit 10.4 to Company's Report on Form 8-K dated November 30, 2015 filed with the Securities and Exchange Commission on December 4, 2015). |
| 10.13 | | $35,000,000 floating rate promissory note due December 28, 2016 in favor or GGCP, Inc. |
| 10.14 | | Rights agreement with Mario J. Gabelli |
| 12.1 | | Computation of Ratios of Earnings to Fixed Charges. |
| 21.1 | | Subsidiaries of the Company. |
| 23.1 | | Consent of Independent Registered Public Accounting Firm. |
| 24.1 | | Powers of Attorney (included on page 92 of this Report). |
| 31.1 | | Certification of CEO pursuant to Rule 13a-14(a). |
| 31.2 | | Certification of CFOco-CAO pursuant to Rule 13a-14(a). |
| 31.3 | | Certification of co-CAO pursuant to Rule 13a-14(a). |
| | | |
| 32.1 | | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | 99.1 | | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.Schedule I |
100.INS | | XBRL Instance Document |
100.SCH | | XBRL Taxonomy Extension Schema Document |
100.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
100.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
100.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
100.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
* Compensatory agreements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on March 6, 2015.15, 2016.
GAMCO INVESTORS, INC.
By: /s/ Kieran Caterina |
| By: /s/ Diane M. LaPointe | |
Name: Kieran Caterina | Name: Diane M. LaPointe |
Title: Co-Chief Accounting Officer (Co-Principal Accounting Officer) | Title: Co-Chief Accounting Officer (Co-Principal Accounting Officer) |
| |
Date: March 6, 201515, 2016 | Date: March 6, 201515, 2016 |
9181
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Kieran Caterina, Kevin Handwerker and Diane M. LaPointe and Robert S. Zuccaro and each of them, their true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for them in their name, place and stead, in any and all capacities, to sign any and all amendments to this report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
/s/ Mario J. Gabelli | | Chairman of the Board, | | March 6, 201515, 2016 |
Mario J. Gabelli | | Chief Executive Officer | | |
| | (Principal Executive Officer) | | |
| | and Director | | |
| | | | |
/s/ Robert S. Zuccaro | | Executive Vice-President and | | March 6, 2015 |
Robert S. Zuccaro | | Chief Financial Officer | | |
| | (Principal Financial Officer) | | |
| | | | |
/s/ Kieran Caterina | | Co-Chief Accounting | | March 6, 201515, 2016 |
Kieran Caterina | | Officer (Co-Principal | | |
| | Accounting Officer) | | |
| | | | |
/s/ Diane M. LaPointe | | Co-Chief Accounting | | March 6, 201515, 2016 |
Diane M. LaPointe | | Officer (Co-Principal | | |
| | Accounting Officer) | | |
| | | | |
/s/ Edwin L. Artzt | | Director | | March 6, 201515, 2016 |
Edwin L. Artzt | | | | |
| | | | |
/s/ Raymond C. Avansino, Jr. | | Director | | March 6, 201515, 2016 |
Raymond C. Avansino, Jr. | | | | |
| | | | |
/s/ Richard L. Bready | | Director | | March 6, 2015 |
Richard L. Bready | | | | |
| | | | |
/s/ Marc Gabelli | | Director | | March 6, 201515, 2016 |
Marc Gabelli | | | | |
| | | | |
/s/ Eugene R. McGrath | | Director | | March 6, 201515, 2016 |
Eugene R. McGrath | | | | |
| | | | |
/s/ Robert S. Prather, Jr. | | Director | | March 6, 201515, 2016 |
Robert S. Prather, Jr. | | | | |
| | | | |
/s/ Elisa M. Wilson | | Director | | March 6, 201515, 2016 |
Elisa M. Wilson | | | | |