SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009March 31, 2010
or

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission File No. 1-106

GAMCO INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
    
New York  13-4007862
(State of other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)
      
One Corporate Center, Rye, NY  10580-1422
(Address of principle executive offices)  (Zip Code)
    
(914) 921-5100
Registrant’s telephone number, including area code
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YesxNoo
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yeso    Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer", "accelerated filer", and "smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer ¨
 
Accelerated filer x
 
    
Non-accelerated filer o
 
Smaller reporting company o
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Rule 12b-2)Act).
YesoNox

 
Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practical date.
Class Outstanding at October 31, 2009April 30, 2010 
Class A Common Stock, .001 par value 7,327,8477,102,097 
Class B Common Stock, .001 par value 20,292,917 
 
 
1

 

INDEX
 
GAMCO INVESTORS, INC. AND SUBSIDIARIES
  
  
PART I.FINANCIAL INFORMATION 
  
  
Item 1.Unaudited Condensed Consolidated Financial Statements
  
 Condensed Consolidated Statements of Income:
 
 
  
 Condensed Consolidated Statements of Financial Condition:
 March 31, 2010
 2009
 March 31, 2009
  
 Condensed Consolidated Statements of Stockholders’ Equity and Other Comprehensive Income:
 
  
 Condensed Consolidated Statements of Cash Flows:
 
  
 
  
Item 2.
(Including Quantitative and Qualitative Disclosure about Market Risk)
  
Item 3. (Included in Item 2)
  
Item 4.
  
PART II.OTHER INFORMATION 
  
Item 1.
  
Item 2.
  
Item 6.
  
  
SIGNATURES 
  
 
 
2

 

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(In thousands, except per share data)

GAMCO INVESTORS, INC. AND SUBSIDIARIESGAMCO INVESTORS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF INCOMECONDENSED CONSOLIDATED STATEMENTS OF INCOME 
UNAUDITEDUNAUDITED 
(Dollars in thousands, except per share data)(Dollars in thousands, except per share data) 
      
 Three months Ended Nine months ended       
 September 30, September 30,  Three Months Ended 
 2009 2008 2009 2008  March 31, 
          2010  2009 
Revenues               
Investment advisory and incentive fees $             40,957  $             52,297  $           112,145 $          164,269  $49,342  $35,199 
Institutional research services  4,588   4,098   12,187 11,018   3,424   3,650 
Distribution fees and other income 6,037  6,585  15,780 19,665   7,232   4,510 
Total revenues 51,582  62,980  140,112 194,952   59,998   43,359 
Expenses                  
Compensation  21,590   26,233   62,056 83,013   26,213   20,785 
Management fee  2,638   1,740   6,291 6,307   2,448   1,349 
Distribution costs  6,089   6,658   17,094 19,691   7,031   5,422 
Other operating expenses 4,405  7,076  13,648 20,204   4,936   4,301 
Total expenses  34,722   41,707   99,089 129,215   40,628   31,857 
                  
Operating income  16,860   21,273   41,023 65,737   19,370   11,502 
Other income (expense)                  
Net gain (loss) from investments  9,659   (4,786)  22,981 (13,165)
Net gain from investments  5,232   2,592 
Interest and dividend income  598   1,340   2,677 10,310   815   1,278 
Interest expense (3,296) (2,091) (9,965) (6,295)  (3,292)  (3,234)
Total other income (expense), net 6,961  (5,537) 15,693 (9,150)
Total other income, net  2,755   636 
Income before income taxes  23,821   15,736   56,716 56,587   22,125   12,138 
Income tax provision 8,913  3,837  20,034 19,882   8,294   3,988 
Net income 14,908  11,899  36,682 36,705   13,831   8,150 
Net income (loss) attributable to noncontrolling interests  257  (86) 503 (225)  105   (62)
Net income attributable to GAMCO Investors, Inc.’s shareholders $             14,651 $             11,985 $             36,179 $             36,930 
Net income attributable to GAMCO Investors, Inc.'s shareholders $13,726  $8,212 
                  
Net income attributable to GAMCO Investors, Inc.’s shareholders          
Net income attributable to GAMCO Investors, Inc.'s shareholders        
per share:                 
Basic $                 0.54 $                 0.43 $                 1.32 $                 1.32  $0.50  $0.30 
                   
Diluted $                 0.53 $                 0.43 $                 1.32 $                 1.32  $0.50  $0.30 
                  
Weighted average shares outstanding:                  
Basic 27,366 27,602 27,376 27,930   27,184   27,379 
                   
Diluted 27,505 27,647 27,464 27,973   28,148   27,386 
                   
Dividends declared: $                 0.03 $                 1.03 $                0.09 $                 1.09  $0.03  $0.03 
                        
See accompanying notes.                        
 

 
3

 


GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
UNAUDITED
(In thousands, except share data)
  September 30,  December 31,   September 30, 
  2009  2008 2008 
ASSETS         
Cash and cash equivalents, including restricted cash of $62,246, $7,156, and $0 $                   463,361  $                 338,330 $                  165,098 
Investments in securities, including restricted securities of $0, $54,894, and $0  172,571   226,494  379,072 
Investments in partnerships and affiliates  63,997   60,707  73,234 
Receivable from brokers  21,991   16,460  37,929 
Investment advisory fees receivable  13,313   11,261  16,392 
Income tax receivable and deferred tax assets  4,536   23,952  4,388 
Other assets 18,682  20,430 23,086 
Total assets $                   758,451  $                 697,634 $                  699,199 
            
LIABILITIES AND STOCKHOLDERS' EQUITY           
Payable to brokers $                   10,006  $                     1,857 $                       2,492 
Compensation payable  20,974   15,862  28,253 
Capital lease obligation  5,278   5,329  5,300 
Securities sold, not yet purchased  9,738   1,677  6,620 
Mandatorily redeemable noncontrolling interests  1,586   1,396  1,519 
Accrued expenses and other liabilities 24,670  23,605 24,066 
Sub-total 72,252  49,726 68,250 
            
5.5% Senior notes (due May 15, 2013)  99,000   99,000  100,000 
6% Convertible notes (due August 14, 2011)  39,829   39,766  39,746 
6.5% Convertible note (due October 2, 2018) 60,000  60,000 - 
Total liabilities  271,081   248,492  207,996 
            
Redeemable noncontrolling interests  1,424   4,201  4,333 
            
Commitments and contingencies (Note J)           
            
Stockholders’ equity           
   GAMCO Investors, Inc. stockholders’ equity           
      Class A Common Stock, $0.001 par value; 100,000,000           
        shares authorized; 13,108,526, 13,018,869, 12,850,162           
        issued, respectively; 7,337,347, 7,367,090, and 7,395,483           
        outstanding, respectively  13   13  12 
      Class B Common Stock, $0.001 par value; 100,000,000           
        shares authorized; 24,000,000 shares issued,           
        20,292,917, 20,378,699, 20,550,006 shares outstanding, respectively  20   20  21 
      Additional paid-in capital  249,889   245,973  244,674 
      Retained earnings  447,145   413,761  451,635 
      Accumulated other comprehensive income  24,870   14,923  14,515 
      Treasury stock, at cost (5,771,179, 5,651,779, and 5,454,679 shares, respectively) (239,939) (234,537)(229,129)
   Total GAMCO Investors, Inc. stockholders’ equity 481,998  440,153 481,728 
Noncontrolling interests 3,948  4,788 5,142 
Total stockholders’ equity 485,946  444,941 486,870 
            
Total liabilities and stockholders' equity $                  758,451  $                697,634 $                699,199 
GAMCO INVESTORS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION 
UNAUDITED 
(Dollars in thousands, except per share data) 
          
  March 31,  December 31,  March 31, 
  2010  2009  2009 
ASSETS         
Cash and cash equivalents, including restricted cash of $62,265,         
  $62,258 and $22,199, respectively $411,365  $400,528  $415,854 
Investments in securities, including restricted securities of $0,            
  $0 and $39,968, respectively  177,001   157,403   165,614 
Investments in partnerships  70,744   62,655   56,244 
Receivable from brokers  25,368   30,072   12,911 
Investment advisory fees receivable  18,858   35,685   12,044 
Income tax receivable and deferred tax assets  -   -   23,913 
Other assets  21,289   21,466   18,695 
  Total assets $724,625  $707,809  $705,275 
             
LIABILITIES AND EQUITY            
Payable to brokers $4,394  $395  $2,149 
Income taxes payable and deferred tax liabilities  7,548   8,523   - 
Capital lease obligation  5,239   5,265   5,313 
Compensation payable  21,335   13,302   15,129 
Securities sold, not yet purchased  9,063   9,569   3,570 
Mandatorily redeemable noncontrolling interests  1,636   1,622   1,388 
Accrued expenses and other liabilities  23,333   25,157   21,034 
  Sub-total  72,548   63,833   48,583 
             
5.5% Senior notes (due May 15, 2013)  99,000   99,000   99,000 
6% Convertible note (due August 14, 2011)  39,873   39,851   39,787 
6.5% Convertible note (due October 2, 2018)  60,000   60,000   60,000 
  Total liabilities  271,421   262,684   247,370 
Redeemable noncontrolling interests  1,464   1,464   3,168 
Commitments and contingencies (Note J)            
Equity            
  GAMCO Investors, Inc. stockholders' equity            
    Class A Common Stock, $0.001 par value; 100,000,000            
      shares authorized; 13,119,776, 13,120,276 and 13,033,062            
      issued, respectively; 7,131,297, 7,311,997 and 7,381,283            
      outstanding, respectively  13   13   13 
    Class B Common Stock, $0.001 par value; 100,000,000            
      shares authorized; 24,000,000 shares issued;            
      20,292,917, 20,292,917 and 20,370,931 shares            
      outstanding, respectively  20   20   20 
    Additional paid-in capital  252,987   251,591   247,128 
    Retained earnings  423,374   410,473   420,841 
    Accumulated comprehensive income  20,871   19,088   17,121 
    Treasury stock, at cost (5,988,479, 5,808,279 and 5,651,779            
    shares, respectively)  (249,604)  (241,567)  (234,537)
  Total GAMCO Investors, Inc. stockholders' equity  447,661   439,618   450,586 
Noncontrolling interests  4,079   4,043   4,151 
Total equity  451,740   443,661   454,737 
             
Total liabilities and equity $724,625  $707,809  $705,275 
             
See accompanying notes.            
 See accompanying notes.

 
4

 

 
GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND OTHER COMPREHENSIVE INCOME
UNAUDITED
 (In thousands)
GAMCO INVESTORS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME 
UNAUDITED 
(In thousands) 
                            
For the three months ended March 31, 2010 
     GAMCO Investors, Inc. shareholders       
        Additional     Accumulated        Redeemable    
  Noncontrolling  Common  Paid-in  Retained  Comprehensive  Treasury     Noncontrolling  Comprehensive  
  Interests  Stock  Capital  Earnings  Income  Stock  Total  Interests  Income 
Balance at December 31, 2009 $4,043  $33  $251,591  $410,473  $19,088  $(241,567) $443,661  $1,464  $ 
Redemption of noncontrolling                                   
 interests  -   -   -   -   -   -   -   (475)  - 
Contributions of noncontrolling                                     
 interests   -    -    -    -    -    -    -    406    - 
Net income  36   -   -   13,726   -   -   13,762   69   13,831 
Net unrealized gains on                                    
 securities available for sale,                                    
 net of income tax ($1,067)  -   -   -   -   1,816   -   1,816   -    1,816 
Foreign currency translation  -   -   -   -   (33)  -   (33)  -    (33
Dividends declared ($0.03 per                                    
 share)  -   -   -   (825)  -   -   (825)  -    - 
Stock based compensation                                    
 expense  -   -   1,383   -   -   -   1,383   -    - 
Exercise of stock options                                    
 including tax benefit  -   -   13   -   -   -   13   -    - 
Purchase of treasury stock  -   -   -   -   -   (8,037)  (8,037)  -    - 
Balance at March 31, 2010 $4,079  $33  $252,987  $423,374  $20,871  $(249,604) $451,740  $1,464   $15,614  
                                     
See accompanying notes.                                 
 
For the nine months ended September 30, 2009   
        
     GAMCO Investors, Inc. shareholders  
              Accumulated       
        Additional    Other       
  Noncontrolling Common Paid-in Retained Comprehensive Treasury    
  Interests Stock Capital Earnings Income Stock Total 
Balance at December 31, 2008 $               4,788 $                33 $       245,973 $       413,761 $              14,923 $      (234,537)$        444,941 
Purchase of subsidiary shares                      
 from noncontrolling interest  (747) -  -  -  -  -  (747)
Spin-off of subsidiary shares                      
 to noncontrolling interests  (412) -  -  -  -  -  (412)
Comprehensive income:                      
Net income  319  -  -  36,179  -  -  36,498 
Net unrealized gains on                      
 securities available for sale,                      
 net of income tax  -  -  -  -  9,898  -  9,898 
Foreign currency translation  -  -  -  -  49  - 49 
Total comprehensive income                    46,445 
Dividends declared  -  -  -  (2,795) -  -  (2,795)
Income tax effect of transaction                      
   with shareholders  -  -  (243) -  -  -  (243)
Stock based compensation                      
 expense  -  -  3,821  -  -  -  3,821 
Exercise of stock options                      
 including tax benefit - - 338 - - - 338 
Purchase of treasury stock - - - - - (5,402)(5,402)
Balance at September 30, 2009 $               3,948 $                 33 $       249,889 $        447,145 $               24,870 $      (239,939)$        485,946 
                       
  See accompanying notes.

 
5

 


GAMCO INVESTORS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY AND COMPREHENSIVE INCOME 
UNAUDITED 
(In thousands) 
                            
For the three months ended March 31, 2009 
     GAMCO Investors, Inc. shareholders       
        Additional     Accumulated        Redeemable    
  Noncontrolling  Common  Paid-in  Retained  Comprehensive  Treasury     Noncontrolling  Comprehensive  
  Interests  Stock  Capital  Earnings  Income  Stock  Total  Interests  Income 
Balance at December 31, 2008 $4,788  $33  $245,973  $413,761  $14,923  $(234,537) $444,941  $4,201  - 
Purchase of subsidiary shares                                   
 from noncontrolling interest  (172)  -   -   -   -   -   (172)  -   - 
Redemption of noncontrolling                                    
 interests   -    -    -    -    -    -    -    (1,024   
Spin-off of subsidiary shares                                   
 to noncontrolling interests  (412)  -   -   -   -   -   (412)  -   - 
Net income  (53)  -   -   8,212   -   -   8,159   (9)  8,150 
Net unrealized gains on                                    
 securities available for sale,                                    
 net of income tax ($1,256)  -   -   -   -   2,205   -   2,205   -    2,205 
Foreign currency translation  -   -   -   -   (7)  -   (7)  -    (7
Dividends declared ($0.03 per                                    
 share)  -   -   -   (1,132)  -   -   (1,132)  -    - 
Income tax effect of transaction                                    
 with shareholders  -   -   (243)  -   -   -   (243)  -    - 
Stock based compensation                                    
 expense  -   -   1,271   -   -   -   1,271   -    - 
Exercise of stock options                                    
 including tax benefit  -   -   127   -   -   -   127   -    - 
Balance at March 31, 2009 $4,151  $33  $247,128  $420,841  $17,121  $(234,537) $454,737  $3,168   $10,348 
                                     
See accompanying notes.                                 
 
GAMCO INVESTORS, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND OTHER COMPREHENSIVE INCOME 
UNAUDITED (continued) 
 (In thousands) 
For the nine months ended September 30, 2008 
                       
     GAMCO Investors, Inc. shareholders 
              Accumulated       
        Additional    Other       
  Noncontrolling Common Paid-in Retained Comprehensive Treasury    
  Interests Stock Capital Earnings Income Stock Total 
Balance at December 31, 2007 $               5,791 $                33 $      230,483 $       445,121 $              20,815 $      (195,137)$            507,106 
Payment of subsidiary dividend                      
 to noncontrolling interests  (604) -  -  -  -  -  (604)
Comprehensive income:                      
Net income  (45) -  -  36,930  -  -  36,885 
Net unrealized losses on                      
 securities available for sale, net                      
 of income tax  -  -  -  -  (6,246) -  (6,246)
Foreign currency translation  -  -  -  -  (54) - (54)
Total comprehensive income                    30,585 
Dividends declared  -  -  -  (30,416) -  -  (30,416)
Stock based compensation                      
 expense  -  -  3,639  -  -  -  3,639 
Conversion of 6% convertible                      
 note  -  -  9,923  -  -  -  9,923 
Exercise of stock options                      
 including tax benefit  -  -  629  -  -  -  629 
Purchase of treasury stock - - - - - (33,992)(33,992)
Balance at September 30, 2008 $                5,142 $                33 $       244,674 $       451,635 $              14,515 $      (229,129)$             486,870 
                       
See accompanying notes.

 
6

 


GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED
 (In thousands)
GAMCO INVESTORS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
UNAUDITED 
(In thousands) 
       
  Three Months Ended 
  March 31, 
  2010  2009 
Operating activities      
Net income $13,831  $8,150 
 Adjustments to reconcile net income to net cash provided by operating activities:        
  Equity in net (gains) losses from partnerships and affiliates  (2,352)  (918)
  Depreciation and amortization  171   165 
  Stock based compensation expense  1,383   1,271 
  Deferred income taxes  277   (947)
  Tax benefit from exercise of stock options  5   34 
  Foreign currency translation gain/(loss)  (33)  (7)
  Fair value of donated securities  77   121 
  (Gains) losses on sales of available for sale securities  -   (794)
  Amortization of discount on debt  22   21 
(Increase) decrease in assets:        
  Investments in trading securities  (17,980)  70,527 
  Investments in partnerships:         
    Contributions to partnerships  (11,129)  (807)
    Distributions from partnerships  5,391   6,189 
  Receivable from brokers  4,704   3,549 
  Income tax receivable and deferred tax assets  -   (281)
  Investment advisory fees receivable  16,827   (109)
  Other assets  (6  776 
Increase (decrease) in liabilities:        
  Payable to brokers  3,999   292 
  Income taxes payable and deferred tax liabilities  (2,320)  - 
  Compensation payable  8,035   (1,099)
  Mandatorily redeemable noncontrolling interests  14   (8)
  Accrued expenses and other liabilities  (1,791)  (2,498)
Total adjustments  5,294   75,477 
Net cash provided by operating activities  19,125   83,627 


  Nine months ended 
  September 30, 
  2009 2008 
Operating activities     
Net income $       36,682 $     36,705 
 Adjustments to reconcile net income to net cash provided by operating activities:     
  Equity in net (gains) losses from partnerships and affiliates (10,791)7,370 
  Depreciation and amortization 487   747 
  Stock based compensation expense 3,821   3,639 
  Deferred income taxes 2,644 (2,503)
  Tax benefit from exercise of stock options 113   2 
  Foreign currency (gain) loss  49   (54)
  Other-than-temporary loss on available for sale securities -   713 
  Acquisition of intangible asset -   (3,370)
  Fair value of donated securities 370   507 
  (Gains) losses on investments in securities (13,5886,377 
  Gain (loss) related to investment partnerships and offshore funds consolidated under EITF 04-5, net 1,387 (1,824)
  Amortization of discount on debt  63 138 
(Increase) decrease in operating assets:     
   Trading investments in securities 88,883   (7,789
   Investments in partnerships and affiliates  5,669   21,039 
   Receivable from brokers (5,531)  2,216 
   Investment advisory fees receivable  (2,052)17,309 
   Other receivables from affiliates  144 3,303 
   Income tax receivable and deferred tax assets 16,450 - 
   Other assets 1,128   (397
Increase (decrease) in operating liabilities:     
   Payable to brokers  8,149   (5,070)
   Income taxes payable  (5,817 (6,617)
   Compensation payable 6,366   4,232 
   Mandatorily redeemable noncontrolling interests 190 (133)
   Accrued expenses and other liabilities 678 (22,364
Total adjustments  98,812 17,471 
Net cash provided by operating activities 135,494 54,176 

 
7

 

 
GAMCO INVESTORS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 UNAUDITED  (continued)
 (In thousands)

GAMCO INVESTORS, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
UNAUDITED (continued) 
(In thousands) 
       
  Three Months Ended 
  March 31, 
  2010  2009 
Investing activities      
Purchases of available for sale securities $(4) $(5,419)
Proceeds from sales of available for sale securities  686   2,175 
Increase in restricted cash  (7)  (15,043)
Net cash provided by (used in) investing activities  675   (18,287)
         
Financing activities        
Contributions related to consolidated investment partnerships and offshore funds  (69)  (1,023)
Proceeds from exercise of stock options  8   93 
Dividends paid  (825)  (1,742)
Purchase of subsidiary shares from noncontrolling interests  -   (172)
Purchase of treasury stock  (8,037)  - 
Net cash used in financing activities  (8,923)  (2,844)
Net increase in cash and cash equivalents  10,877   62,496 
Effect of exchange rates on cash and cash equivalents  (48)  (15)
Cash and cash equivalents at beginning of period  338,270   331,174 
Cash and cash equivalents at end of period $349,099  $393,655 
Supplemental disclosures of cash flow information:        
Cash paid for interest $3,447  $3,413 
Cash paid for taxes 9,969  $5,743 
Non-cash acivity:        
- On March 20, 2009, GAMCO Investors, Inc. distributed its shares of Teton Advisors, Inc. ($300) to its shareholders 
which resulted in the deconsolidation of Teton, and decreases of approximately $911 of cash and cash equivalents, 
    $199 of net liabilities and $412 of noncontrolling interests.        
         
See accompanying notes.        
  Nine months ended 
  September 30, 
  2009  2008 
      
Investing activities     
Purchases of available for sale securities $            (6,183$          (1,022
Proceeds from sales of available for sale securities 7,077 8,451 
Change in restricted cash (55,090)- 
Net cash (used in) provided by investing activities (54,1967,429 
      
Financing activities     
Contributions related to investment partnerships and offshore funds consolidated     
   under EITF 04-5, net (2,309)(346)
Proceeds from exercise of stock options 225 630 
Dividends paid (2,795  (30,416
Subsidiary dividends to noncontrolling interests (1,159  (604
Purchase of treasury stock (5,402(33,992
Net cash used in financing activities (11,440(64,728
Net increase (decrease) in cash and cash equivalents 69,858 (3,123
Effect of exchange rates on cash and cash equivalents 83   (98)
Cash and cash equivalents, excluding restricted cash at beginning of period 331,174 168,319 
Cash and cash equivalents, excluding restricted cash at end of period $         401,115 $       165,098 
Supplemental disclosures of cash flow information:     
Cash paid for interest $             9,859 $           5,726 
Cash paid for taxes $           17,356 $         29,145 
 
Non-cash activity:
 - On January 22, 2008, Cascade Investment, L.L.C. elected to convert $10 million of its $50 million convertible note paying interest of 6% into 188,679 shares of GAMCO Investors, Inc. Class A Common stock.
 - On September 15, 2008, GAMCO Investors, Inc. 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, 2023. This resulted in an increase to the capital lease obligation and corresponding asset of $3.0 million each.
        
See accompanying notes.


 
8

 

 
GAMCO INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009March 31, 2010
(Unaudited)
A.  Significant Accounting Policies

Basis of Presentation
 
Unless we have indicated otherwise, or the context otherwise requires, references in this report to “GAMCO Investors, Inc.,” “GAMCO,” “the Company,” “GBL,” “we,” “us” and “our” or similar terms are to GAMCO Investors, Inc., its predecessors and its subsidiaries.
 
The unaudited interim condensed consolidated financial statements of GAMCO included herein have been prepared in conformity with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements.  In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of financial position, results of operations and cash flows of GAMCO for the interim periods presented and are not necessarily indicative of a full year’s results.r esults.
 
The condensed consolidated financial statements include the accounts of GAMCO and its subsidiaries.  Intercompany accounts and transactions are eliminated.
 
These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 20082009 from which the accompanying condensed consolidated financial statements were derived.

On March 20, 2009, the Company completed its spin-off of its ownership of Teton Advisors, Inc. (“Teton”) to its shareholders.  The condensed consolidated financial statements include the results of Teton up to March 20, 2009.  Prior periods have not been restated.
 
Institutional research services revenues include brokerage commission revenues on a trade-date basis from securities transactions executed on an agency basis on behalf of institutional clients and mutual funds, private wealth management clients and retail customers of affiliated companies.  The Company is also involved in underwriting activities and participates in syndicated underwritings of public equity and debt offerings managed by major investment banks.  The Company provides institutional investors and investment partnerships with investment ideas on numerous industries and special situations, with a particular focus on small-cap and mid-cap companies.
Certain items previously reported have been reclassified to conform to the current period’s condensed consolidated financial statement presentation.
 
Use of Estimates
 
The preparation of the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.
 

 
9

 


Recent Accounting Developments
 
In December 2007June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“Statement 160”) (FASB ASC 810-10-10).  The statement’s objective is to improve the relevance, comparability, and transparency of the financial information that a reporting entity with minority interests provides in its consolidated financial statements.  Statement 160 does not change the provisions of Accounting Research Bulletin No. 51, “Consolidated Financial Statements” (“ARB 51”) related to consolidation purpose or consolidation policy or the requirement that a parent consolidate all entities in which it has a controlling financial interest.  Statement 160 does, however, amend certain of ARB 51’s consolidation procedures to make them consistent with the requirements of FASB Statement No. 141(R) “Business Combinations”.  It also amends ARB 51 to provide definitions for certain terms and to clarify some terminology. Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  The Company adopted this statement on January 1, 2009.  The impact of adopting Statement 160 to the Company’s condensed consolidated financial statements required a change in the presentation on the condensed consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary.  In accordance with this pronouncement as well as with FASB Statement No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, and SEC Topic No. D-98, “Classification and Measurement of Redeemable Securities,” GAMCO now discloses noncontrolling interests, formerly referred to as minority interest, in three different line items in the condensed consolidated statements of financial condition, depending on their characteristics.  Noncontrolling interests that are mandatorily redeemable upon a certain date or event occurring are classified as liabilities.  Noncontrolling interests that are redeemable at the option of the holder are classified as redeemable noncontrolling interests in the mezzanine section between liabilities and stockholders’ equity.  All other noncontrolling interests are classified as equity and are presented within the stockholders’ equity section, separately from GAMCO Investors, Inc.’s portion of equity.  Statement 160 also requires prior periods to be recast in the same manner.

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“Statement 161”) (FASB ASC 815-10-10) to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Statement 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company adopted Statement 161 on January 1, 2009. Statement 161 impacted only the Company's disclosure of derivative instruments.  Refer also to Note B to the condensed consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) 142-3, ”Determination of the Useful Life of Intangible Assets“ (“FSP 142-3“) (FASB ASC 350-30-50) which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, ”Goodwill and Other Intangible Assets”.  FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. Early adoption is prohibited. The Company adopted FSP 142-3 on January 1, 2009 without a material impact to the condensed consolidated financial statements.

In April 2009, the FASB issued three FASB Staff Positions (“FSP”) intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities.  FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”) (FASB ASC 820-10-65), provides guidelines for making fair value measurements more consistent with the principles presented in Statement 157.  FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”) (FASB ASC 825-10-10), enhances consistency in financial reporting by increasing the frequency of fair value disclosures.  FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2 and FAS 124-2”), provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities.  The application and adoption in the second quarter of these FSPs was not material to the condensed consolidated financial statements.

10 



In May 2009 the FASB issued FASB Statement No. 165, “Subsequent Events” (“Statement 165”) (FASB ASC 855-10-05).  The statement’s objective is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  Although Statement 165 does not change the recognition and disclosure requirements for type I and type II subsequent events it does refer to them as recognized (type I) and nonrecognized (type II) subsequent events.  Statement 165 does require management to disclose the date through which subsequent events have been evaluated and whether that is the date on which the financial statements were issued or were available to be issued.  Statement 165 is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009 and shall be applied prospectively.  The Company adopted Statement 165 for the quarter ended June 30, 2009.  Statement 165 impacted only the Company's disclosure of subsequent events.  Refer to Note K.

In June 2009, the FASB issued FASB Statement No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140” (“Statement 166”) (FASB ASC 860-10-10).  The statement’s objective is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets.  Statement 166 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009 and shall be applied prospectively.  Early adoption is prohibited.  The application of this statement is not expected to be material to the condensed consolidated financial statements.

In June 2009, the FASB issued FASB Statement No. 167, “Amendments to FASB Interpretation No. 46(R)” (“Statement 167”).  The statement’s objective is to improve financial reporting by enterprises involved with variable interest entities.  Statement 167This guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2009 and shall be applied prospectively.  Early adoption is prohibited.  The Company is in the process of analyzing the impact ofadopted this statementguidance on the potential consolidation of open-end and closed-end funds as well as investment partnerships and offshore funds where we serve as the investment manager and/or general partner of the investment manager.  While this statement will haveJanuary 1, 2010 with no impact on net income, the effect of the application of this statement to the condensed consolidated financial statements cannot be determined at this time.statements.

In June 2009, the FASB votedissued amended guidance on the accounting for variable interest entities (“VIEs”).  The amendments will significantly affect the overall consolidation analysis, changing the approach taken by companies in identifying which entities are VIEs and in determining which party is the primary beneficiary.  The guidance requires continuous assessment of the reporting entity’s involvement with such VIEs.  The revised guidance also enhances the disclosure requirements for a reporting entity’s involvement with VIEs, irrespective of whether they qualify for deferral, as discussed below.  The guidance is effective as of the beginning of the first fiscal year that begins after November 15, 2009 and early adoption is prohibited.  In February 2010, th e FASB issued further guidance which provided a limited scope deferral for a reporting entity’s interest in an entity that meets all of the following conditions: (a) the entity has all the attributes of an investment company as defined under AICPA Audit and Accounting Guide, Investment Companies, or does not have all the attributes of an investment company but is an entity for which it is acceptable based on industry practice to approveapply measurement principles that are consistent with the AICPA Audit and Accounting Guide, Investment Companies, (b) the reporting entity does not have explicit or implicit obligations to fund any losses of the entity that could potentially be significant to the entity, and (c) the entity is not a securitization entity, asset-backed financing entity or an entity that was formerly considered a qualifying special-purpose entity.  The reporting entity is required to perform a consolidation analysis for entities that qualify for the deferral in accordance with previously issued guidance on VIEs.  The Company adopted this guidance on January 1, 2010 and has evaluated the deferral guidelines and determined that all significant entities that the Company is involved with that this guidance would potentially have impacted qualify for the deferral, and therefore the guidance issued did not have a material impact on the condensed consolidated financial statements.

In January 2010, the FASB Statement No. 168 “The FASB Accounting Standards CodificationTMissued guidance to improve disclosures about fair value measurements.  The guidance affects all entities that are required to make disclosures about recurring and nonrecurring fair value measurements.  The guidance requires new disclosures regarding transfers in and out of Level 1 and 2 fair value measurements and activity related to Level 3 fair value measurements.  In addition, the guidance clarifies existing fair value disclosure requirements related to the level of disaggregation of assets and liabilities and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“Codification”) (FASB ASC 105-10-10) as the single source of authoritative nongovernmental U.S. GAAP,valuation techniques and inputs used.  This update is effective for interim and annual reporting periods endingbeginning after SeptemberDecember 15, 2009.  All existing accounting standard documents are superseded.  All other accounting literature not included2009, except for the disclosures about purchases, sales, issuances, and settlements in the Codification will be considered nonauthoritative.  The Codification reorganizes the thousandsroll forward of U.S. GAAP pronouncements into roughly 90 accounting topics and displays all topics using a consistent structure.  It also includes relevant Securities and Exchange Commission guidance that follows the same topical structureactivity in separate sections in the Codification.  While the Codification does not change GAAP, it introduces a new structure - one that is organized in an easily accessible, user-friendly online research system.  The FASB expects that the new system will reduce the amount of time and effort required to research an accounting issue, mitigate the risk of noncompliance with standards through improved usability of the literature, provide accurate information with real-time updates as new standards are released, and assist the FASB with the research efforts required during the standard-setting process.  While the Codification does not change the U.S. GAAP used by the Company, it will change how U.S. GAAP is referenced in the condensed consolidated financial statements.  All references to U.S. GAAP are organized by topic, subtopic, section and paragraph and are preceded by FASB ASC, where ASC stands for Accounting Standards Codification.  In order to facilitate the transition to the Codification, the Company has elected to show all references to U.S. GAAP within this report on Form 10-Q along with the Codification reference.

In August 2009, the FASB issued Accounting Standard Update (“ASU”) No. 2009-05 addressing “Fair Value Measurement and Disclosures Topic”, ASC 820.  This standard amended Subtopic 820-10, Fair Value Measurement and Disclosures-Overall, for theLevel 3 fair value measurement of liabilities.  The amendments in the update provide clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities when traded as assets or another valuation technique that is consistent with the principles of Topic 820.  The guidance provided in this update ismeasur ements.  Those disclosures are effective for the first reporting periodfiscal years beginning after issuance of the update.December 15, 2010, and for interim periods within those fiscal years.  The application ofCompany adopted this update is not expected to beguidance on January 1, 2010 without a material impact to the condensed consolidated financial statements.statement disclosures.

 
11 10

 


In September 2009, the FASB issued ASU No. 2009-12 addressing “Fair Value Measurement and Disclosures Topic”, ASC 820.  This standard amended Subtopic 820-10, Fair Value Measurement and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share or its equivalent.  The amendments in the update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this update on the basis of the net asset value per share of the investment or its equivalent.  Additionally, this update requires disclosures about the nature of any restrictions on redemptions, any unfunded commitments and the investment strategies of the investees.  The amendments in this update are effective for financial statements issued for fiscal years and interim periods ending after December 15, 2009.  The adoption of the amendments in this update may have an effect on the disclosures within the condensed consolidated financial statements.
 
B.  Investment in Securities

Investments in securities at September 30,March 31, 2010, December 31, 2009 and 2008March 31, 2009 consisted of the following:

  2009 2008
  Cost Fair Value Cost Fair Value
  (In thousands)
Trading securities:        
U.S. Government obligations $                    - $                   - $           69,898 $            70,261
Common stocks   74,618  79,680  142,753  132,647
Mutual funds  1,215  1,254  62,057  58,501
Preferred stocks   10  18  31  69
Other investments  355 151 594 729
Total trading securities 76,198 81,103 275,333 262,207
             
Available for sale securities:            
Common stocks   17,100  32,746  19,314  50,381
Mutual funds 48,412 58,722 77,179 66,484
Total available for sale securities 65,512 91,468 96,493 116,865
             
Total investments in securities $        141,710 $        172,571 $         371,826 $          379,072

  March 31, 2010  December 31, 2009  March 31, 2009 
  Cost  Fair Value  Cost  Fair Value  Cost  Fair Value 
  (In thousands) 
Trading securities:                  
  Government obligations $1,388  $1,348  $-  $-  $43,711  $43,820 
  Common stocks  68,071   74,573   53,985   58,834   40,782   35,250 
  Mutual funds  1,194   1,379   1,194   1,295   3,132   2,328 
  Convertible bonds  637   749   -   -   -   - 
  Preferred stocks  -   11   -   15   -   14 
  Other investments  367   142   819   585   321   323 
Total trading securities  71,657   78,202   55,998   60,729   87,946   81,735 
                         
Available for sale securities:                        
  Common stocks  17,063   34,655   17,100   34,294   18,234   39,285 
  Mutual funds  48,773   64,144   49,656   62,380   50,167   44,594 
Total available for sale securities  65,836   98,799   66,756   96,674   68,401   83,879 
                         
Total investments in securities $137,493  $177,001  $122,754  $157,403  $156,347  $165,614 
                         
Securities sold, not yet purchased at September 30,March 31, 2010, December 31, 2009 and 2008March 31, 2009 consisted of the following:

  2009 2008
  Cost Fair Value Cost Fair Value
  (In thousands)
 Common stocks $              9,037 $            9,738 $              2,399 $              2,257
 Mutual funds - - 67 28
 Other investments - - 4,634 4,335
 Total securities sold, not yet purchased $              9,037 $            9,738 $              7,100 $              6,620

  March 31, 2010  December 31, 2009  March 31, 2009 
  Cost  Fair Value  Cost  Fair Value  Cost  Fair Value 
  (In thousands) 
Common stocks $9,268  $9,052  $9,505  $9,569  $3,443  $3,570 
Other  10   11   -   -   -   - 
Total securities sold, not yet purchased $9,278  $9,063  $9,505  $9,569  $3,443  $3,570 
                         
Management determines the appropriate classification of debt and equity securities at the time of purchase and reevaluates such designation as of each balance sheet date.  Investments in United States Treasury Bills and Notes with maturities of greater than three months at the time of purchase are classified as investments in securities and those with maturities of three months or less at time of purchase are classified as cash and cash equivalents.  A substantial portion of investments in securities are held for resale in anticipation of short-term market movements and therefore are classified as trading securities.  Trading securities are stated at fair value, with any unrealized gains or losses, reported in current period earnings.  Available for sale (“AFS”) investments are stated at fair value, with any unrealized gains or losses, net of taxes, reported as a component of stockholders’ equity except for losses deemed to be other than temporary which are recorded as realizedunrealized losses in the condensed consolidated statements of income.  For the nine months ended September 30, 2009, there wasThere were no impairment of AFS securities.  Forsecurities for the nine monthsthree month periods ended September 30, 2008, there was an impairment of $0.7 million of AFS securities.March 31, 2010 and 2009.  

12 



 
The Company accounts for derivative financial instruments in accordance with FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities, as amended” (“Statement 133”) (FASB ASC 815-10-10).  Statement 133 requires that an entity recognizerecognizes all derivatives as defined, as either assets or liabilities measured at fair value.value and are included in either investments in securities or securities sold, not yet purchased on the condensed consolidated statements of financial condition.  From time to time, the Company will enter into hedging transactions to manage its exposure to foreign currencies and equity prices related to its proprietary investments.  These transactions are not designated as hedges for accounting purposes, and changes in fair values of these derivatives are included in net gain (loss) from investments in the condensed consolidated statements of income.  DuringFor the ninethree months ended September 30,March 31, 2010 and 2009, the Company closed out of its only two foreign currency forwardshad derivative transactions in equity derivatives which resulted in a net losslosses of $27,000.  As$61,000 and $27,000, respectiv ely.  The notional value of September 30,derivatives at March 31, 2010 and December 31, 2009 was $38,000 and $275,000, respectively and the Company did not hold any derivative contracts.fair value was $29,000 and $246,000, respectively.  There were no derivatives held as of March 31, 2009.
11


At September 30, 2009,March 31, 2010, December 31, 20082009 and September 30, 2008,March 31, 2009, the fair value of common stock investments available for sale was $32.7$34.7 million, $29.7$34.3 million and $50.4$39.3 million, respectively.  The total unrealized gains for common stock investments available for sale securities with unrealized gains was $15.6$17.6 million, $10.7$17.2 million and $31.1$21.1 million at September 30, 2009,March 31, 2010, December 31, 20082009 and September 30, 2008,March 31, 2009, respectively.  There were no unrealized losses for common stock investments available for sale at September 30, 2009,March 31, 2010, December 31, 20082009 or September 30, 2008.March 31, 2009.  At September 30, 2009,March 31, 2010, December 31, 20082009 and September 30, 2008,March 31, 2009, the fair value of mutual fund investments available for sale with unrealized gains was $58.5$62.2 million, $30.5$60.4 million and $4.4$6.3 million, respectively.  At September 30, 2009,March 31, 2010, December 31, 20082009 and September 30, 2008,March 31, 2009, the fair value of mutual fund investments available for sale with unrealized losses was $0.2$1.9 million, $15.9$2.0 million and $62.1$38.3 million, respectively.  All of the mutual fund investments available for sale with unrealized losses at September 30, 2009, December 31, 2008 or September 30, 2008 have been in continuous loss positions for less than twelve months.  The total unrealized gains for mutual fund investments available for sale securities with unrealized gains was $10.3$15.4 million, $1.9$12.9 million and $0.8$0.5 million at September 30, 2009,March 31, 2010, December 31, 20082009 and September 30, 2008,March 31, 2009, respectively, while the total unrealized losses for available for sale securities with unrealized losses was $0.0$0.1 million, $0.9$1,700 and $6.1 million, and $11.5 million, respectively.

Increases in unrealized gains to fair value, net of taxes, for the three and nine months ended September 30,March 31, 2010 and 2009 of $1.0$1.8 million and $9.9$2.2 million, respectively, have been included in stockholders’other comprehensive income, a component of equity, at September 30,March 31, 2010 and March 31, 2009, while decreases in unrealized gains to fair value, net of taxes, for the three and nine months ended September 30, 2008 of $2.9 million and $6.2 million, respectively, have been included in stockholders’ equity at September 30, 2008.respectively.  Proceeds from sales of investments available for sale were approximately $1.8$0.7 million and $7.8$2.2 million for the three month periods ended September 30,March 31, 2010 and 2009, and 2008, respectively.  For the three months ended September 30,March 31, 2010 and 2009, and 2008, gross gains on the sale of investments available for sale amounted to $0.2less than $1,000 and $0.8 million, and $3.6 million, respectively; there were no gross losses on the sale of investments available for sale.  Proceeds from sales of investments available for sale were approximately $7.1 million and $8.5 million for the nine month periods ended September 30, 2009 and 2008, respectively.  For the nine months ended September 30, 2009 and 2008, gross gains on the sale of investments available for sale amounted to $2.1 million and $4.0 million; there were no gross losses on the sale of investments available for sale.  The basis on which the cost of a security sold is determined is specific identification.

Investments classified as available for sale that are in an unrealized loss position for which other-than-temporary impairment has not been recognized consisted of the following:
  March 31, 2010  December 31, 2009  March 31, 2009 
     Unrealized       Unrealized       Unrealized   
  Cost  Losses  Fair Value Cost  Losses  Fair Value Cost  Losses  Fair Value 
(in thousands)                           
Mutual Funds $2,002  $(55) $1,947  $2,002  $(2) $2,000  $44,402  $(6,109) $38,293 
At September 30, 2009,March 31, 2010, there were 5two holdings in loss positions which were not deemed to be other-than-temporarily impaired due to the length of time that they had been in a loss position and because they passed scrutiny in our evaluation of issuer-specific and industry-specific considerations.  In these specific instances, the investments at September 30, 2009March 31, 2010 were mutual funds with diversified holdings across multiple companies and in most cases across multiple industries.  One holding was impaired for six consecutivefour months and four holdings wereone holding was impaired for eleventwelve consecutive months.  The fair value of these holdings at September 30, 2009March 31, 2010 was $0.2$1.9 million.

At December 31, 2008,2009, there were 11five holdings in loss positions which were not deemed to be other-than-temporarily impaired due to the length of time that they had been in a loss position and because they passed scrutiny in our evaluation of issuer-specific and industry-specific considerations.  In these specific instances, the investments at December 31, 20082009 were mutual funds with diversified holdings across multiple companies and in most cases across multiple industries.  One holding was impaired for one month, one holding was impaired for twonine consecutive months twoand three holdings were impaired for three consecutive months, six holdings were impaired for four consecutive months, and one holding was impaired for eightfourteen consecutive months.  The fair value of these holdings at December 31, 20082009 was $15.9$2.0 million.

At September 30, 2008,March 31, 2009, there were 46sixty-four holdings in loss positions which were not deemed to be other-than-temporarily impaired due to the length of time that they had been in a loss position and because they passed scrutiny in our evaluation of issuer-specific and industry-specific considerations.  In these specific instances, the investments at September 30, 2008March 31, 2009 were mutual funds with diversified holdings across multiple companies and in most cases across multiple industries.  TwentyFifty-five holdings were impaired for one month, two holdings were impaired for three consecutive months, nineteen holdings were impaired for four consecutive months, one holding was impaired for sixfive consecutive months, one holding was impaired for seven consecutive months and threetwo holdings were impaired for elevensix consecutive months and six holdings were impaired for seven consecutive months.  The fair value of these holdings at September 30, 2008March 31, 2009 was $62.1$38.3 million.


 
13 12

 


C. Investments in Partnerships and Affiliates
 
The provisionsCompany is general partner or co-general partner of FIN 46(R) (FASB ASC 810-10-10) and Emerging Issues Task Force Issue No. 04-5, “Investor’s Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partnervarious sponsored limited partnerships and the Limited Partners Have Certain Rights” (“EITF 04-5”) (FASB ASC 810-20-15), require consolidationinvestment manager of several of our investment partnerships andvarious sponsored offshore funds managed by our subsidiaries into our condensed consolidated financial statements.
Cash and cash equivalents,whose underlying assets consist primarily of marketable securities (the “affiliated entities”).  We also have investments in securities, investments inthose unaffiliated partnerships, and affiliates, receivable from brokers, securities sold, not yet purchased and payable to brokers held by investment partnerships and offshore funds consolidated under EITF 04-5 which resulted in a net increase to the condensed consolidated statements of financial condition of $1.6 million, $4.1 million and $4.3 million as of September 30, 2009, December 31, 2008 and September 30, 2008, respectively, are also restricted from use for general operating purposes.

In the normal course of business, the Company is the manager or general partner of several sponsored investment partnerships.  We evaluate each partnership for the appropriate accounting treatment and disclosure.other entities.  Certain of the partnershipsentities are consolidated, generally because a majority of the equity is owned by the Company.  Other investment partnerships for which we serve as the general partner but have only a minority ownership interest are not consolidated because the limited partners have substantive rights to replace the Company as general partner.  Our balance sheet caption “investments in partnerships” includes those investments, in both affiliated and unaffiliated entities, which the Company accounts for under the equity method of accounting.  The Company reflects the equity in earnings of these equity method investees under the caption net gain/(loss) from investments on the condensed consolidated statements of income.

We also have sponsored a number of investment vehicles where we are the investment manager in which, aside from one instance, we do not have an equity investment.  These vehicles are considered variable interest entities under FASB Interpretation No. 46 (revised) (FASB ASC 810-10-10), Variable Interest Entities,VIEs and we are not the primary beneficiary because we do not absorb a majority of the entities’ expected losses or expected returns.  For these entities, theThe Company has no amount recorded on the balance sheet, has zero maximum exposure to loss, and has not provided any financial or other support to the entity.these entities.  The total assets of these entities at September 30,March 31, 2010, December 31, 2009 and DecemberMarch 31, 20082009 were $9.9$10.5 million, $10.4 million and $9.1 million, respectively.  Our maximum exposure to loss as a result of our involvement with the VIEs is limited to our investment in the respective VIEs which was only the case for one of these.  On March 31, 2010, December 31, 2009 and March 31, 2009, we had an investment in one of the VIE offshore funds of approximately $287,000, $284,000 and $264,000, respectively, and was included in investments in partnerships on the condensed 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 for the VIEs would result in lower fee revenues earned by the Company which would be reflected in the condensed consolidated statement of income, condensed consolidated statement of financial condition and condensed consolidated statement of cash flows.
At March 31, 2010, December 31, 2009 and March 31, 2009, and for the three months ended March 31, 2010 and March 31, 2009, the Company consolidated two limited partnerships and one offshore fund (the “consolidated feeder funds”), two limited partnerships and one offshore fund, three limited partnerships and one offshore fund, two limited partnerships and one offshore funds, and three limited partnerships and one offshore fund, respectively, that owned 100% of their offshore master funds.  The Company retained the specialized accounting of the consolidated feeder funds in the Company’s consolidated financial statements.  Included in the investment in partnerships on the Company’s consolidated statement of financial condition as of March 31, 2010, December 31, 2009 and March 31, 2009, is $26.2 million $25.1 million, and $21.4 million, respectively, which represents the consolidated feeder fund’s proportionate investment in the master funds carried at fair value. 

D. Fair Value

In September 2006, the FASB issued Statement 157 (FASB ASC 820-10-50), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  All of the instruments within cash and cash equivalents, investments in securities and securities sold, not yet purchased are measured at fair value.Certain instruments within investments in partnerships are also measured at fair value as described in detail below.

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with Statement 157.the FASB’s guidance on fair value measurement.  The levels of the fair value hierarchy and their applicability to the Company are described below:

-  Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.liabilities at the reporting date.  Level 1 assets include cash equivalents, government obligations, listed mutual funds and equities.
-  Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities that are not active and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly-quoted intervals.  Assets that generally are included in this category may include certain limited partnership interests in hedge funds in which the valuations for substantially all of the investments within the fund are based upon Level 1 or Level 2 inputs and over the counter derivatives that have inputs to the valuations that can be genera lly corroborated by observable market data.
-  Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.  Assets included in this category generally include equities and direct private equity investments held within consolidated partnerships.
13

 
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.  The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.  Investments are transferred into or out of any level at their beginning period values.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3.
 
Many of our securities have bid and ask prices that can be observed in the marketplace.  In the absence of a closing price, an average of the bid and ask price is used.  Bid prices reflect the highest price that the market is willing to pay for an asset.  Ask prices represent the lowest price that the market is willing to accept for an asset.
 
14

Cash and cash equivalents – Cash is maintained in demand deposit accounts at major United States banking institutions.  Cash equivalents primarily consist of an affiliated money market mutual fund which is invested solely in U.S. Treasuries.  U.S. Treasury Bills and Notes with maturities of three months or less at the time of purchase are considered cash equivalents.  Cash equivalents are valued using quoted market prices.

Investments in securities and securities sold, not yet purchased – Investments in securities and securities sold, not yet purchased are generally valued based on quoted prices from an exchange.  To the extent these securities are actively traded, valuation adjustments are not applied, and they are categorized in Level 1 of the fair value hierarchy.  Nonpublic and infrequently traded investments are included in Level 3 of the fair value hierarchy because significant inputs to measure fair value are unobservable.  Securities categorized in Level 2 investments are valued using other observable inputs.
Investments in PartnershipsThe Company’s investments include limited partner investments in hedge funds.  Initially, the transaction price is generally considered by the Company as the exit price and is the Company’s best estimate of fair value.  After initial recognition, in determining the fair value of internally managed funds, the Company considers the net asset value of the fund to be the best estimate of fair value.  Investments in hedge funds that are transferred intoredeemable at the measurement date or outin the near future, are categorized in Level 2 of Level 3 at their beginning period values.the fair value hierarchy.  These funds primarily invest in long and short investments in debt and equity securities that are traded in public and over-the-counter exchanges in the United States and are classified as level 1 assets or liabilities in the funds’ financial statements.  We may redeem our investments in these funds monthly with 30 days’ notice.
14

 
The following table presents information about the Company’s assets and liabilities by major categories measured at fair value on a recurring basis as of September 30,March 31, 2010, December 31, 2009 and 2008March 31, 2009 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 September 30, 2009March 31, 2010 (in thousands)
 
  Quoted Prices in Active Significant Other Significant Balance as of
  Markets for Identical Observable Unobservable September 30,
Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) 2009
Cash equivalents $                           462,913 $                               - $                              - $                  462,913
Investments in securities:            
   AFS – Common stocks  32,746  -  -  32,746
   AFS – Mutual funds  58,722  -  -  58,722
   Trading – Common stocks  79,346  102  232  79,680
   Trading – Mutual funds  1,254  -  -  1,254
   Trading – Preferred stocks  9  -  9  18
   Trading – Other 67 - 84 151
Total investments in securities 172,144 102 325 172,571
Total assets at fair value $                           635,057 $                          102 $                         325 $                  635,484
Liabilities            
   Trading – Common stocks $                               9,738 $                               - $                              - $                      9,738
Securities sold, not yet purchased $                               9,738 $                               - $                              - $                      9,738

  Quoted Prices in Active  Significant Other  Significant  Balance as of 
  Markets for Identical  Observable  Unobservable  March 31, 
Assets Assets (Level 1)  Inputs (Level 2)  Inputs (Level 3)  2010 
Cash equivalents $410,798  $-  $-  $410,798 
Investments in securities:                
�� AFS - Common stocks  34,655   -   -   34,655 
  AFS - Mutual funds  64,144   -   -   64,144 
  Trading - Gov't obligations  1,348   -   -   1,348 
  Trading - Common stocks  74,227   113   233   74,573 
  Trading - Mutual funds  1,379   -   -   1,379 
  Trading - Convertible bonds  749   -   -   749 
  Trading - Preferred stocks  -   -   11   11 
  Trading - Investments in                
    partnerships  -   26,202   -   26,202 
  Trading - Other  12   40   90   142 
Total investments in securities  176,514   26,355   334   203,203 
Total assets at fair value $587,312  $26,355  $334  $614,001 
Liabilities                
  Trading - Common stocks $9,052  $-  $-  $9,052 
  Trading - Other  -   11   -   11 
Securities sold, not yet purchased $9,052  $11  $-  $9,063 
 
There were no significant transfers between any levels during the three months ended March 31, 2010.  Transfers are based on the value at the beginning of the period.
15 



Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2008December 31, 2009 (in thousands)

  Quoted Prices in Active Significant Other Significant  Balance as of
  Markets for Identical Observable Unobservable September 30,
Assets Assets (Level 1) Inputs (Level 2) Inputs (Level 3) 2008
Cash equivalents $                           164,751 $                               - $                              - $                   164,751
Investments in securities:            
   AFS – Common stocks  50,381  -  -  50,381
   AFS – Mutual funds  66,484  -  -  66,484
   Trading – U.S. Gov’t obligations  70,261  -  -  70,261
   Trading – Common stocks  131,647  22  978  132,647
   Trading – Mutual funds  58,501  -  -  58,501
   Trading – Preferred stocks  -  -  69  69
   Trading – Other 198 (4)535 729
Total investments in securities 377,472 18 1,582 379,072
Total assets at fair value $                           542,223 $                            18 $                      1,582 $                   543,823
Liabilities        
   Trading – Common stocks $                               2,257 $                               - $                              - $                       2,257
   Trading – Mutual funds 28 - - 28
   Trading – Other 4,335 - - 4,335
Securities sold, not yet purchased $                               6,620 $                               - $                              - $                       6,620
  Quoted Prices in Active  Significant Other  Significant  Balance as of 
  Markets for Identical  Observable  Unobservable  December 31, 
Assets Assets (Level 1)  Inputs (Level 2)  Inputs (Level 3)  2009 
Cash equivalents $400,111  $-  $-  $400,111 
Investments in securities:                
  AFS - Common stocks  34,294   -   -   34,294 
  AFS - Mutual funds  62,380   -   -   62,380 
  Trading - Common stocks  58,521   108   205   58,834 
  Trading - Mutual funds  1,295   -   -   1,295 
  Trading - Preferred stocks  -   -   15   15 
  Trading - Investments in                
    partnerships  -   25,092   -   25,092 
  Trading - Other  249   246   90   585 
Total investments in securities  156,739   25,446   310   182,495 
Total assets at fair value $556,850  $25,446  $310  $582,606 
Liabilities                
  Trading - Common stocks $9,569  $-  $-  $9,569 
Securities sold, not yet purchased $9,569  $-  $-  $9,569 
15


Assets and Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2009 (in thousands)
  Quoted Prices in Active  Significant Other  Significant  Balance as of 
  Markets for Identical  Observable  Unobservable  March 31, 
Assets Assets (Level 1)  Inputs (Level 2)  Inputs (Level 3)  2009 
Cash equivalents $393,859  $-  $-  $393,859 
Investments in securities:                
  AFS - Common stocks  39,285   -   -   39,285 
  AFS - Mutual funds  44,594   -   -   44,594 
  Trading - U.S. Gov't obligations  65,815   -   -   65,815 
  Trading - Common stocks  33,012   2,086   152   35,250 
  Trading - Mutual funds  2,3298   -   -   2,328 
  Trading - Preferred stocks  -   -   14   14 
  Trading - Investments in                
    partnerships  -   21,366   -   21,366 
  Trading - Other  22   -   301   323 
Total investments in securities  185,056   23,452   467   208,975 
Total assets at fair value $578,915  $23,452  $467  $602,834 
Liabilities                
  Trading - common stocks $3,570  $-  $-  $3,570 
Securities sold, not yet purchased $3,570  $-  $-  $3,570 
The following tables present additional information about assets and liabilities by major categories measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value.
 
Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2009March 31, 2010 (in thousands)
 
        Total            
        Unrealized            
        Gains or  Total         
        (Losses)  Realized     Net   
  June  Total Realized and  Included in  and     Transfers   
  30, 2009  Unrealized Gains or  Other  Unrealized  Purchases  In and/or   
  Beginning   (Losses) in Income  Comprehensive  Gains or  and Sales,  (Out) of  Ending
Asset Balance  Trading  Investments  Income  (Losses)  net  Level 3  Balance
Financial instruments owned:                               
Trading – Common
   stocks
 $                 242  $           (10) $                         -  $                                   -  $                     (10) $                      -  $                     -  $          232
Trading – Preferred
   stocks
  14   (5)  -   -   (5)  -   -   9
Trading – Other 172  (62) -  -  (62) (26 -  84
Total $                 428  $           (77) $                         -  $                                   -  $                     (77) $                  (26 $                     -  $         325

           Total             
           Unrealized             
           Gains or  Total          
     Total Realized and  (Losses)  Realized     Net    
  December  Unrealized Gains or  Included in  and     Transfers    
  31, 2009  (Losses) in Income  Other  Unrealized  Purchases  In and/or    
  Beginning     AFS  Comprehensive  Gains or  and Sales,  (Out) of  Ending 
Asset Balance  Trading  Investments  Income  (Losses)  net  Level 3  Balance 
Financial                         
instruments owned:                         
Trading - Common                         
  stocks $205  $37  $-  $-  $37  $(32) $23  $233 
Trading - Preferred                                
  stocks  15   (4)  -   -   (4)  -   -   11 
Trading - Other  90   -   -   -   -   -   -   90 
Total $310  $33  $-  $-  $33  $(32) $23  $334 


During the three months ended March 31, 2010, the Company reclassed approximately $23,000 of investments from Level 1 to Level 3.  The reclassifications were due to decreased availability of market price quotations and were based on the values at the beginning of the period in which the reclass occurred.
 
16

 


Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine months ended September 30,Three Months Ended March 31, 2009 (in thousands)
 
        Total            
        Unrealized            
        Gains or  Total         
        (Losses)  Realized     Net   
  December  Total Realized and  Included in  and     Transfers   
  31, 2008  Unrealized Gains or  Other  Unrealized  Purchases  In and/or   
  Beginning   (Losses) in Income  Comprehensive  Gains or  and Sales,  (Out) of  Ending
Asset Balance  Trading  Investments  Income  (Losses)  net  Level 3  Balance
Financial instruments owned:                               
Trading – Common
   stocks
 $              1,114  $             (4) $                         -  $                                   -  $                       (4) $                    (1) $               (877) $          232
Trading – Preferred
   stocks
  96   (87)  -   -   (87)  -   -   9
Trading – Other 331  (193) -  -  (193) (54 -  84
Total $              1,541  $         (284) $                         -  $                                   -  $                  (284) $                  (55 $               (877 $         325

           Total             
           Unrealized             
           Gains or  Total          
     Total Realized and  (Losses)  Realized     Net    
  December  Unrealized Gains or  Included in  and     Transfers    
  31, 2008  (Losses) in Income  Other  Unrealized  Purchases  In and/or    
  Beginning     AFS  Comprehensive  Gains or  and Sales,  (Out) of  Ending 
Asset Balance  Trading  Investments  Income  (Losses)  net  Level 3  Balance 
Financial                         
instruments owned:                         
Trading - Common                         
  stocks $1,115  $29  $-  $-  $29  $(29) $(963) $152 
Trading - Preferred                                
  stocks  95   (81)  -   -   (81)  -   -   14 
Trading - Other  331   (30)  -   -   (30)  -   -   301 
Total $1,541  $(82) $-  $-  $(82) $(29) $(963) $467 
During the nine monthsquarter ended September 30,March 31, 2009, the Company reclassedreclassified approximately $0.9$1.0 million of investments from Level 3 to Level 2.  The reclassifications were due to increased availability of market price quotations and based on the values at the beginning of the period in which the reclass occurred.

Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Three Months Ended September 30, 2008 (in thousands)

        Total            
        Unrealized            
        Gains or  Total         
        (Losses)  Realized     Net   
  June  Total Realized and  Included in  and     Transfers   
  30, 2008  Unrealized Gains or  Other  Unrealized  Purchases  In and/or   
  Beginning   (Losses) in Income  Comprehensive  Gains or  and Sales,  (Out) of  Ending
Asset Balance  Trading  Investments  Income  (Losses)  net  Level 3  Balance
Financial instruments owned:                               
Trading – Common
   stocks
 $              1,379  $           (71) $                         -  $                                   -  $                     (71) $                (205) $               (125) $          978
Trading – Preferred
   stocks
  37   32   -   -   32   -   -   69
Trading – Other 596  (61) -  -  (61) -  -  535
Total $              2,012  $         (100) $                         -  $                                   -  $                   (100) $         ��      (205 $               (125 $       1,582

During the quarter ended September 30, 2008, the Company reclassified approximately $0.1 million of investments from Level 3 to Level 2.  The reclassifications were due to increased availability of market price quotations and based on the values at the beginning of the period in which the reclass occurred.

17 



Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis for the Nine months ended September 30, 2008 (in thousands)

        Total            
        Unrealized            
        Gains or  Total         
        (Losses)  Realized     Net   
  December  Total Realized and  Included in  and     Transfers   
  31, 2007  Unrealized Gains or  Other  Unrealized  Purchases  In and/or   
  Beginning  (Losses) in Income  Comprehensive  Gains or  and Sales,  (Out) of  Ending
Asset Balance  Trading  Investments  Income  (Losses)  net  Level 3  Balance
Financial instruments owned:                               
Trading – Common
   stocks
 $                 856  $         (624) $                         -  $                                   -  $                   (624) $                 530  $                 216  $          978
Trading – Preferred
   stocks
  -   40   -   -   40   -   29    69
Trading – Other 567  (53) -  -  (53) -  21  535
Total $              1,423  $         (637) $                         -  $                                   -  $                  (637) $                 530  $                266  $       1,582

During the nine months ended September 30, 2008, the Company reclassified approximately $0.3 million of investments from Level 2 to Level 3.  The reclassification was due to a reduction in market price quotations for these investments and based on the values at the beginning of the period in which the reclass occurred.

Unrealized Level 3 gains and/or losses included within net gain (loss) from investments in the condensed consolidated statement of income for the three months ended September 30,March 31, 2010 and 2009 and 2008 were approximately $0.1 million$33,000 of gains and $0.1 million, respectively, and for the nine months ended September 30, 2009 and 2008 were approximately $0.3 million and $0.6 million, respectively,$82,000 of losses for those Level 3 securities held at September 30,March 31, 2010 and 2009, and 2008, respectively.
 
E. Debt
 
The fair value of the Company’s debt 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.models depending on the characteristics of the debt issuance.  Inputs in these standard models include credit rating, maturity, interest rate and size of comparable issues.  At September 30,March 31, 2010, December 31, 2009 and March 31, 2009, the fair value of the Company’s debt is estimated to be $203.4 million.$208.5 million, $204.2 million and $175.7 million, respectively.  The carrying value of the Company debt at September 30,March 31, 2010, December 31, 2009 and March 31, 2009 is $198.9 million, $198.9 million and $198.8 million.million, respectively.
 
F. Income Taxes
 
The effective tax rate for the three months ended September 30, 2009March 31, 2010 was 37.4%37.5% compared to the prior year quarter’s effective rate of 24.4%32.9%.  The prior year’s rate includes a reduction to certain income tax reserves.

The effective tax rate for the nine months ended September 30, 2009 was 35.3% compared to the prior year quarter’s effective rate of 35.1%.

 
18 17

 


 
G. Earnings Per Share
 
The computations of basic and diluted net income per share are as follows:
 
  Three Three Nine Nine 
  Months Months Months Months 
  Ended Ended Ended Ended 
  September 30, September 30, September 30, September 30, 
(in thousands, except per share amounts) 2009 2008 2009 2008 
Basic:         
Net income attributable to GAMCO Investors, Inc.’s shareholders $              14,651 $              11,985 $              36,179 $              36,930 
Weighted average shares outstanding 27,366 27,602 27,376 27,930 
Basic net income attributable to GAMCO Investors, Inc. ’s shareholders per share $                  0.54 $                  0.43 $                  1.32 $                  1.32 
           
Diluted:         
Net income attributable to GAMCO Investors, Inc. ’s shareholders $              14,651 $              11,985 $              36,179 $              36,930 
          
Weighted average shares outstanding 27,366   27,602  27,376   27,930 
Dilutive stock options & RSAs 139 45 88 43 
Total 27,505 27,647 27,464 27,973 
Diluted net income attributable to GAMCO Investors, Inc. ’s shareholders per share $                  0.53 $                  0.43 $                  1.32 $                  1.32 
  Three  Three 
  Months  Months 
  Ended  Ended 
  March 31,  March 31, 
(in thousands, except per share amounts) 2010  2009 
Basic:      
Net income attributable to GAMCO Investors, Inc.'s shareholders $13,726  $8,212 
Weighted average shares outstanding  27,184   27,379 
Basic net income attributable to GAMCO Investors, Inc.'s        
  shareholders per share $0.50  $0.30 
         
Diluted:        
Net income attributable to GAMCO Investors, Inc.'s shareholders $13,726  $8,212 
Add interest expense on certain convertible notes, net of        
  management fee and taxes  339   - 
Total $14,065  $8,212 
         
Weighted average share outstanding  27,184   27,379 
Dilutive stock options and restricted stock awards  209   7 
Assumed conversion of certain convertible notes  755   - 
Total  28,148   27,386 
Diluted net income attributable to GAMCO Investors, Inc.'s        
  shareholders per share $0.50  $0.30 
 
H. Stockholders’ Equity
 
Shares outstanding were 27.627.4 million on September 30, 2009, 27.7March 31, 2010, 27.6 million on December 31, 2008,2009, and 27.927.8 million shares on September 30, 2008.March 31, 2009. 
 
On February 9, 2010, our Board of Directors declared a quarterly dividend of $0.03 per share to all of its Class A and Class B shareholders, payable on March 30, 2010 to shareholders of record on March 16, 2010.  On February 3, 2009, our Board of Directors declared a quarterly dividend of $0.03 per share to all of its Class A and Class B shareholders, payable on March 31, 2009 to shareholders of record on March 17, 2009.  On May 5, 2009, our Board of Directors declared a quarterly dividend of $0.03 per share to all of its Class A and Class B shareholders, payable on June 30, 2009 to shareholders of record on June 16, 2009.  On August 4, 2009, our Board of Directors declared a quarterly dividend of $0.03 per share to all of its Class A and Class B shareholders, payable on September 29, 2009 to shareholders of record on September 14, 2009.

On February 25, 2009, our Board of Directors declared a distribution to all of its Class A and Class B shareholders in the form of shares of Class B common stock of Teton owned by the Company.  The distribution was paid on March 20, 2009 to shareholders of record on March 10, 2009 at a ratio of 14.930 shares of Teton for each 1,000 shares of GBL owned on the record date.  The spin-off was accounted for as a nonreciprocal transfer to shareholders and was recorded at book value.

Voting Rights

The holders of Class A Common Stock and Class B Common Stock have identical rights except that (i) holders of Class A Common Stock are entitled to one vote per share, while holders of Class B Common 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 Common Stock are not eligible to vote on matters relating exclusively to Class B Common Stock and vice versa.

19 


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 GAMCO 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 1,500,000 shares of Class A Common Stock have been reserved for issuance under each of the Plans.Plans by a committee of the Board of Directors (the “Compensation Committee”) responsible for administering the plans.  Under the Plans, the Compensation Committee may grant 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.determine and restricted stock awards (“RSAs”).  Options granted under the Plans vest 75% after three years and 100% after four years from the date of grant and expire after ten years.
18

 
On January 2, 2009,February 9, 2010, the Company issued 15,000 restricted stock award (“RSA”)approved the granting of 88,800 RSA shares at a grant daydate fair value of $29.06$40.64 per share.share to be issued on June 1, 2010.  As of September 30, 2009,March 31, 2010, there were 361,600359,100 RSA shares outstanding that were previously issued at an average grant price of $60.80.$60.78.  All grants of the RSAs were recommended by the Company's Chairman, who did not receive an RSA, award, and approved by the Compensation Committee of the Board.Committee.  This expense will be recognized over the vesting period for these awards which is 30% over three years from the date of grant and 70% over five years 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.  60;Dividends declared on these RSAs are charged to retained earnings on the declaration date.
 
For the three months ended September 30,March 31, 2010 and 2009, and 2008, we recognized stock-based compensation expense of $1.3$1.4 million and $1.2 million, respectively.  For the nine months ended September 30, 2009 and 2008, we recognized stock-based compensation expense of $3.8 million and $3.6$1.3 million, respectively.  Stock-based compensation expense for RSAs and options for the years ended December 31, 20082009 through December 31, 20132015 (based on awards currently issued)issued or granted) is as follows ($ in thousands):
 
  2008 2009 2010 2011 2012  2013
 Q1 $          1,198 $          1,271 $          1,260 $             766 $            730 $               44
 Q2  1,204  1,267  1,257  763  729   44
 Q3  1,237  1,283  1,256  746  729   23
 Q4 1,252 1,264 1,093 739 501 12
Full Year $          4,891 $          5,085 $          4,866 $          3,014 $         2,689 $             123

   2009  2010  2011  2012  2013  2014  2015 
 Q1  $1,271  $1,382  $926  $890  $203  $95  $95 
 Q2   1,267   1,416   922   889   182   95   63 
 Q3   1,283   1,416   906   889   117   95   - 
 Q4   1,264   1,253   898   660   107   95   - 
Full Year  $5,085  $5,467  $3,652  $3,328  $609  $380  $158 
The total compensation costs related to non-vested restricted stock awards and options not yet recognized is approximately $12.0$12.2 million.  For the three months ended September 30,March 31, 2010 and 2009, there were no options exercised.  For the three months ended September 30, 2008 proceeds from the exercise of 2,000500 and 5,325 stock options were $58,000, resulting in a tax benefit to GAMCO of $7,000.  For the nine months ended September 30, 2009$8,000 and 2008 proceeds from the exercise of 12,175 and 17,550 stock options were $225,000 and $630,000,$93,000, respectively, resulting in a tax benefit to GAMCO of $112,000$5,000 and $52,000,$34,000, respectively.  Additionally, during the nine months ended September 30, 2008 the Company reversed a previously recognized tax benefit of $50,000.
 
Stock Repurchase Program
 
In March 1999, GAMCO's Board of Directors established the Stock Repurchase Program to grant the authority to repurchase shares of our Class A Common Stock.  For the three and nine months ended September 30, 2009,March 31, 2010, the Company repurchased 115,900 and 119,400180,200 shares respectively, at an average price per share of $45.14 and $45.24, respectively.  For$44.58.  The Company did not repurchase any shares during the three and nine months ended September 30, 2008, the Company repurchased 246,800 and 699,425 shares, respectively, at an average price per share of $43.60 and $48.58, respectively.March 31, 2009.  From the inception of the program through September 30, 2009, 6,171,983March 31, 2010, 6,389,283 shares have been repurchased at an average price of $39.88$40.04 per share.  At September 30, 2009,March 31, 2010, the total shares available under the program able to be repurchased were 745,436.528,136.

 
20 



I. Goodwill and Identifiable Intangible Assets
 
In accordance with FASB Statement No. 142 “Accounting for Goodwill and Other Intangible Assets,” (FASB ASC 350-10-05) we assessThe Company assesses the recoverability of goodwill and other intangible assets at least annually, or more often should events warrant.warrant, using a present value cash flow method.  There was no impairment charge recorded for the three or nine months ended September 30,March 31, 2010 or 2009.  At September 30, 2009,March 31, 2010, $3.5 million of goodwill is reflected within other assets on our condensed consolidated statements of financial condition related to our 92%93%-owned subsidiary, Gabelli Securities, Inc.

On March 10, 2008, the Enterprise Mergers and Acquisitions Fund's (the "Fund") Board of Directors, subsequent to obtaining shareholder approval, approved the assignment of the advisory contract to Gabelli Funds, LLC (the "Adviser") as the investment adviser to the Fund.  GAMCO Asset Management Inc. had been the sub-adviser to the Fund.  On July 8, 2008, the Fund was renamed the Gabelli Enterprise Merger and Acquisitions Fund.  As a result of becoming the adviser to the rebranded Gabelli Enterprise Mergers and Acquisitions Fund at September 30, 2009, the Company maintains an indefinite-lived identifiable intangible asset within other assets on the condensed consolidated statements of financial condition of approximately $1.9 million after the write down of $1.5 million in the fourth quarter of 2008.at both March 31, 2010 and 2009.  The investment advisory agreement is subject to annual renewal by the Fund's Board of Directors, which the Company expects will 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 is next up for renewal in February 2010.2011.
 
J.  Commitments and Contingencies
 
From time to time, the Company has been, and may continue to be,is named in legal actions, including filed FINRA arbitration claims.actions.  These claimsactions may seek substantial compensatory as well as punitive damages.  At this stage theThe Company is also subject to governmental or regulatory examinations or investigations.  The examinations or investigations could result in adverse outcomes including fines, injunctions or other relief.  The Company cannot predict the ultimate outcome of these claims.such matters.  The condensed consolidated financial statements include the necessary provision for losses that are deemed to be probable and estimable.  In the opinion of management, the resolution of such claims will not be material to the financial condition of the Company.

19

We indemnify the clearing brokers for our affiliated broker-dealer for losses they may sustain from the customer accounts that trade on margin introduced by our broker-dealer subsidiary.  At September 30, 2009,March 31, 2010, the total amount of customer balances subject to indemnification (i.e. unsecured margin debits) was immaterial.  The Company also has entered into arrangements with various other third parties many of which provide for indemnification of the third parties against losses, costs, claims and liabilities arising from the performance of our obligations under the agreements.  The Company has had no claims or payments pursuant to these or prior agreements, and we believe the likelihood of a claim being made is remote.  Management cannot estimate any potential maximum exposure due both to the remoteness of any potential claims and the fact that items that would be included within any such calculated claim would be beyond the control of management.  Consequently, no accrual has been made in the condensed consolidated financial statements.
 
K. Subsequent Events
 
From April 1, 2010 to May 6, 2010, the Company repurchased 39,100 shares at $45.88 per share.  
On November 6, 2009,April 20, 2010, the Company gave notice to the holder of the 6% convertible note due in August 2011 that on May 31, 2010, the Company will redeem $20 million of the $40 million currently outstanding at 101% of par.

On May 4, 2010, our Board of Directors declared a special dividend of $2.00 per share to all of its Class A and Class B shareholders, payable on December 15, 2009 to shareholders of record on December 1, 2009 and a quarterly dividend of $0.03 per share to all of its Class A and Class B shareholders, payable on DecemberJune 29, 20092010 to shareholders of record on DecemberJune 15, 2009.2010.
 
From October 1, 2009 through November 6, 2009, we repurchased 22,600On May 4, 2010, our Board of Directors authorized that an additional 500,000 shares ofbe added to our Class A Common Stock,current buyback authorization.  This brings the remaining authorization under the Stock Repurchase Program,stock repurchase program to 989,036 shares at an average investment of $42.68 per share.May 6, 2010.
 
These subsequent events have been evaluated through November 6, 2009, the date the condensed consolidated financial statements were issued.

 
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ITEM 2:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (INCLUDING QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK)

Overview
 
GAMCO through the Gabelli brand, well known for its Private Market Value (PMV) with a CatalystTM investment approach, is a widely-recognized provider of investment advisory services to mutual funds, institutional and high net worth investors, and investment partnerships, principally in the United States.  Through Gabelli & Company, Inc., we provide institutional research and brokerage services to institutional clients and investment partnerships and mutual fund distribution.  We generally manage assets on a discretionary basis and invest in a variety of U.S. and international securities through various investment styles.  Our revenues are basedbas ed primarily on the firm’s levels of assets under management and fees associated with our various investment products.
 
Since 1977, we have been identified with and have enhanced the “value” style approach to investing. Our investment objective is to earn a superior risk-adjusted return for our clients over the long-term through our proprietary fundamental research.  In addition to our value portfolios, we offer our clients a broad array of investment strategies that include global, growth, international and convertible products.  We also offer a series of investment partnership (performance fee-based) vehicles that provide a series of long-short investment opportunities in market and sector specific opportunities, including offerings of non-market correlated investments in merger arbitrage, as well as fixed income strategies.
 
Our revenues are highly correlated to the level of assets under management and fees associated with our various investment products, rather than our own corporate assets.  Assets under management, which are directly influenced by the level and changes of the overall equity markets, can also fluctuate through acquisitions, the creation of new products, the addition of new accounts or the loss of existing accounts.  Since various equity products have different fees, changes in our business mix may also affect revenues.  At times, the performance of our equity products may differ markedly from popular market indices, and this can also impact our revenues.  General stock market trends will have the greatest impact on our level of assets under management and hence, revenues.

We conduct our investment advisory business principally through: GAMCO Asset Management Inc. (Separate Accounts), Gabelli Funds, LLC (Mutual Funds) and Gabelli Securities, Inc. (Investment Partnerships).  We also act as an underwriter, are a distributor of our open-end funds and provide institutional research through Gabelli & Company, Inc. (“Gabelli & Company”), our broker-dealer subsidiary.

 
22 21

 

 
On March 20, 2009, the Company completed its spin-off of its ownership of Teton Advisors, Inc. (“Teton”) to its shareholders.  The condensed consolidated financial statements include the results of Teton up to March 20, 2009.  Prior period results have not been restated.  However, Assets Under Managementunder management (“AUM”) have been presented for prior periods excluding Teton for comparability.  Such Teton AUM were $450 million at December 31, 2008 and $418 million at September 30, 2008.

AUM were $24.5$28.0 billion as of September 30, 2009, 14.5% higherMarch 31, 2010, 51.3% greater than June 30,March 31, 2009 AUM of $21.4$18.5 billion but 2.8% below September 30, 2008and 6.2% higher than December 31, 2009 AUM of $25.2$26.3 billion.  Equity AUM were $22.8$26.2 billion on September 30, 2009, 16.3%March 31, 2010, 57.2% above the June 30,$16.7 billion on March 31, 2009 and 6.6% above the December 31, 2009 equity AUM of $19.6 billion and 5.8% below the $24.2 billion on September 30, 2008.$24.6 billion.  Highlights are as follows:
 
-  Our open-end equity funds AUM were $9.2 billion on March 31, 2010, 62.7% higher than the $5.6 billion on March 31, 2009 and 8.0% above the $8.5 billion on December 31, 2009.  During the first quarter of 2010 we had net cash inflow of $281 million.

-  Our institutional and private wealth management business ended the quarter with $10.3$12.0 billion in separately managed accounts, up 17.0%60.0% from the June 30,$7.5 billion on March 31, 2009 and 7.1% higher than the December 31, 2009 level of $8.8 billion but 5.5% lower than$11.2 billion.  During the $10.9 billion on September 30, 2008.first quarter of 2010 we had net cash outflow of $22 million.

-  Our closed-end equity funds had AUM of $4.4$4.8 billion on September 30, 2009, rising 15.8%March 31, 2010, climbing nearly 42% from the $3.8$3.4 billion on June 30,March 31, 2009 but 10.2% belowand 3.4% above the $4.9$4.6 billion on September 30, 2008.December 31, 2009.  During the first quarter of 2010 we had net cash inflow of $52 million.

-  Our open-end equity fundsinvestment partnerships AUM were $7.9$341 million on March 31, 2010 versus $265 million on March 31, 2009 and $305 million on December 31, 2009.  During the first quarter of 2010 we had net cash inflow of $29 million.

-  AUM in The Gabelli U.S. Treasury Money Market Fund, our 100% U.S. Treasury money market fund, was flat at $1.7 billion on September 30,at March 31, 2010 as compared to December 31, 2009 17.9% moreand slightly lower than the $6.7 billion on June 30,March 31, 2009 nearly matching the $8.0 billion on September 30, 2008.AUM of $1.8 billion.

-  We have the opportunity to earn base fees and incentive fees for certain institutional client assets, assets attributable to preferred issues for our closed-end funds, assets of theour Gabelli Global Deal Fund (NYSE: GDL) and Investment Partnershipinvestment partnership assets.  As of September 30, 2009,March 31, 2010, assets with incentive based fees were $2.7$2.9 billion, in line with16.0% higher than the $2.7$2.5 billion on June 30,March 31, 2009 and 12.9% below3.6% above the $3.1$2.8 billion on September 30, 2008.  At September 30, 2009, we have unearned incentive fee revenues of $16.7 million on these assets representing approximately $0.20 per diluted share after direct expenses (compensation) and taxes.  These fees, which vary with the market value of the related AUM, are not recorded as revenues until the contract period has ended, which for the majority of these arrangements is December 31, 2009.

-  Our Investment Partnerships AUM were $291 million on September 30, 2009 versus $266 million on June 30, 2009 and $340 million on September 30, 2008.

-  AUM in The Gabelli U.S. Treasury Money Market Fund, our 100% U.S. Treasury money market fund, was down slightly at $1.6 billion on September 30, 2009 from $1.8 billion on June 30, 2009 and higher than the September 30, 2008 AUM of $1.0 billion.


 
23 22

 

 
The Company reported Assets Under Management as follows:

The Company reported Assets Under Management as follows (in millions):          
                
Table I: Fund Flows - 1st Quarter 2010
             
      Closed-end Fund          
     distributions,          
  December 31, net of  Net cash  Market  March 31, 
  2009  reinvesments  flows (a)  appreciation  2010 
Equities:               
Open-end Funds $8,476  $-  $281  $396  $9,153 
Closed-end Funds  4,609   (73)  52   178   4,766 
Institutional & PWM - direct  9,312   -   (46)  638   9,904 
Institutional & PWM - sub-advisory  1,897   -   24   138   2,059 
Investment Partnerships  305   -   29   7   341 
Total Equities  24,599   (73)  340   1,357   26,223 
Fixed Income:                    
Money-Market Fund  1,721   -   5   1   1,727 
Institutional & PWM  26   -   -   -   26 
Total Fixed Income  1,747   -   5   1   1,753 
Total Assets Under Management $26,346  $(73) $345  $1,358  $27,976 
(a) Includes $52 million of shares issued for closed-end funds.             
                     
Table I: Fund Flows – 3rd Quarter 2009 (in millions)
             
    Closed-end fund       
    distributions,       
  June 30, net of Net Cash  Market September 30, 
   2009 reinvestments   Flows (a) Appreciation  2009 
Equities:            
Open-end Funds $               6,684 $- $                      188 $                   1,034 $                 7,906 
Closed-end Funds                3,822 (70)                 66                  551             4,369 
Institutional & PWM - direct 7,332 - (107)1,266 8,491 
Institutional & PWM – sub-advisory   1,476 -   (7)  308 1,777 
Investment Partnerships  266 - 13  12  291 
Total Equities   19,580 (70)  153   3,171   22,834 
Fixed Income:           
Money-Market Fund 1,765 -   (150)1 1,616 
Institutional & PWM   21 - 5 - 26 
Total Fixed Income 1,786 - (145)1 1,642 
Total Assets Under Management $             21,366 $                        (70)$                          8 $                   3,172 $               24,476 
(a) Includes $66 million of shares issued by closed-end funds.
Table II:         
  March 31,  March 31,  % 
  2009  2010  Inc.(Dec.) 
Equities:         
Open-end Funds $5,627  $9,153   62.7%
Closed-end Funds  3,359   4,766   41.9 
Institutional & PWM - direct  6,227   9,904   59.0 
Institutional & PWM - sub-advisory  1,202   2,059   71.3 
Investment Partnerships  265   341   28.7 
Total Equities  16,680   26,223   57.2 
Fixed Income:            
Money-Market Fund  1,794   1,727   (3.7)
Institutional & PWM  21   26   23.8 
Total Fixed Income  1,815   1,753   (3.4)
Total Assets Under Management $18,495  $27,976   51.3%
             
Table III: Assets Under Management by Quarter                
                 % Increase/ 
                 (decrease) from 
   3/09   6/09   9/09   12/09   3/10   3/09   12/09 
Equities:                            
Open-end Funds $5,627  $6,684  $7,906  $8,476  $9,153   62.7%  8.0%
Closed-end Funds  3,359   3,822   4,369   4,609   4,766   41.9   3.4 
Institutional & PWM - direct  6,227   7,332   8,491   9,312   9,904   59.0   6.4 
Institutional & PWM - sub-advisory  1,202   1,476   1,777   1,897   2,059   71.3   8.5 
Investment Partnerships  265   266   291   305   341   28.7   11.8 
Total Equities  16,680   19,580   22,834   24,599   26,223   57.2   6.6 
Fixed Income:                            
Money-Market Fund  1,794   1,765   1,616   1,721   1,727   (3.7)  0.3 
Institutional & PWM  21   21   26   26   26   23.8   - 
Total Fixed Income  1,815   1,786   1,642   1,747   1,753   (3.4)  0.3 
Total Assets Under Management $18,495  $21,366  $24,476  $26,346  $27,976   51.3%  6.2%
                             
 
Table II: September 30,   September 30, % 
Equities:2008  2009  Inc.(Dec.) 
Open-end Funds$                        8,015 $                    7,906 (1.4%)
Closed-end Funds 4,869    4,369 (10.3)
Institutional & PWM - direct8,964   8,491 (5.3)
Institutional & PWM – sub-advisory1,964  1,777 (9.5)
Investment Partnerships 340  291   (14.4)
Total Equities24,152  22,834 (5.5)
Fixed Income:        
Money-Market Fund1,003   1,616 61.1 
Institutional & PWM19 26 36.8 
Total Fixed Income1,022 1,642 60.7 
Total Assets Under Management$                      25,174 $                  24,476 (2.8%)
Note: Teton’s AUM at September 30, 2008 were $418 million and have been excluded from Table II. 

 Table III: Assets Under Management By Quarter (millions) 
            
% Increase/
            (decrease) from
Equities: 9/08 12/08 3/09 6/09 9/09 9/08  6/09 
Open-end Funds $            8,015 $          6,139 $          5,627 $          6,684 $          7,906 (1.4%) 18.3
Closed-end Funds  4,869  3,792  3,359  3,822  4,369 (10.3) 14.3 
Institutional & PWM - direct 8,964 6,861 6,227 7,332 8,491 (5.3) 15.8 
Institutional & PWM – sub-advisory 1,964 1,585 1,202 1,476 1,777 (9.5) 20.4 
Investment Partnerships  340  295  265   266  291  (14.4)  9.4 
Total Equities 24,152 18,672 16,680 19,580 22,834 (5.5) 16.6 
Fixed Income:                     
Money-Market Fund 1,003 1,507 1,794 1,765 1,616 61.1  (8.4)
Institutional & PWM 19 22 21 21 26 36.8  23.8 
Total Fixed Income 1,022 1,529 1,815 1,786 1,642 60.7  (8.1)
Total Assets Under Management $          25,174 $        20,201 $        18,495 $        21,366 $        24,476 (2.8%) 14.6
Note: Teton’s AUM at September 30, 2008 and December 31, 2008 were $418 million and $450 million, respectively, and have been excluded from Table III. 

 
24 23

 


Relative long-term investment performance remains strong.  Over half60% of all firm mutual funds performed in the top half of their Lipper categories on a one-, three-, five-, and ten-year total return basis, respectively as of September 30, 2009.March 31, 2010.  Also, 57%47% of the firm’s mutual funds have a 4- or 5-star 3 year Morningstar RatingTM.

Gabelli Funds Morningstar Ratings Based on Risk Adjusted returns as of September 30, 2009 for funds that we distribute
  Overall Rating3 Year Rating5 Year Rating10 Year Rating
 
FUND
Morningstar
Category
Stars# of FundsStars# of FundsStars# of FundsStars# of Funds
Gabelli ABC AAAMid-Cap Blendêêêêê387êêêêê387êêêêê306êêêê146
Gabelli Asset AAAMid-Cap Blendêêêê387êêêê387êêêê306êêê146
Gabelli Blue Chip Value AAALarge Valueêêê1133êêêê1133êêêê933êê453
Gabelli Equity Income AAALarge Valueêêêêê1133êêêêê1133êêêêê933êêêêê453
Gabelli Small Cap Growth AAASmall Blendêêêêê560êêêêê560êêêêê452êêêê234
Gabelli SRI Green AAAMid-Cap Blendn/an/an/an/an/an/an/an/a
Gabelli Utilities AAASpecialty – Utilitiesêêêêê95êêêê95êêêê80êêêêê52
Gabelli Value AMid-Cap Blendêê387êê387êê306êê146
Gabelli Woodland Small Cap Value AAASmall Blendêêê560êêêê560êêê452n/a234
GAMCO Global Convertible Secs AAAConvertiblesê66ê66ê61ê44
GAMCO Global Growth AAAWorld Stockêê536êêê536êêê440ê253
GAMCO Global Opportunity AAAWorld Stockêêê536êêê536êêê440êêê253
GAMCO Global Telecommunications AAASpecialty – Communicationsêêêê33êêêê33êêêê32êêê13
GAMCO Gold AAASpecialty – Precious Metalsêêê61êêê61êêê61êêê36
GAMCO Growth AAALarge Growthêêê1515êêê1515êêê1255êê653
GAMCO International Growth AAAForeign Large Growthêêê202êêê202êêê153êêê81
GAMCO MathersConservative Allocationêê499êêêê499êê332ê139
GAMCO Westwood Balanced AAA (a)Moderate Allocationêêêê956êêêê956êêêê795êêêê455
GAMCO Westwood Equity AAA (a)Large Valueêêêê1133êêêê1133êêêê933êêêê453
GAMCO Westwood Income AAA (a)Moderate Allocationêê956ê956êê795êêêêê455
GAMCO Westwood Intermediate AAA (a)Intermediate-Term Bondêêê954êêê954êêê836êêê480
GAMCO Westwood Mighty Mites AAA (a)Small Blendêêêêê560êêêêê560êêêêê452êêêêê234
GAMCO Westwood SmallCap Equity AAA (a)Small Blendêê560êêê560êêêê452ê234
Gabelli Enterprise Mergers & Acquisitions YMid-Cap Blendêêêê387êêêê387êêêê306n/a146
Comstock Capital Value AAABear Marketn/an/an/an/an/an/an/an/a
Percent of Rated funds rated 4 or 5 stars 43.48% 56.52% 52.17% 38.10% 

The Overall Morningstar Rating™ is derived from a weighted average of the performance figures associated with its three, five and ten year (if applicable) Morningstar Rating metrics.  Data presented reflects past performance, which is no guarantee of future results. Ratings are for Class AAA, A or Y shares only, other classes may have different performance characteristics.  For each fund with at least a three year history, Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund's monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance.  The top 10% of the funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star.  (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.)  Strong relative performance is not indicative of positive fund returns.  2008 absolute performance for most funds was negative.  © 2009 Morningstar, Inc. All rights reserved.  The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely.  Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.    Investors should consider the investment objectives, risks, sales charges and expenses of the fund carefully before investing.  The prospectus contains more information about this and other matters.  The prospectus should be read carefully before investing.  Distributed by Gabelli & Company, One Corporate Center, Rye, NY 10580  Call 1-800-GABELLI (422-3554) for a prospectus.
The inception date for the Gabelli SRI Green Fund was June 1, 2007.  The inception date for the Gabelli Woodland Small Cap Value Fund was December 31, 2002.  The inception date for the Gabelli Enterprise Mergers & Acquisitions Fund was February 28, 2001.  The inception date for the Comstock Capital Value Fund was October 10, 1985.
(a) Managed by Teton Advisors, Inc. not Gabelli Funds, LLC.
Gabelli Funds Morningstar Ratings Based on Risk Adjusted returns as of March 31, 2010 for funds that we manage   
  Overall Rating3 Year Rating5 Year Rating10 Year Rating
 Morningstar # of # of # of # of
FUNDCategoryStarsFundsStarsFundsStarsFundsStarsFunds
Gabelli ABC AAAMid-Cap Blendêêêêê376êêêêê376êêêêê314êêêê161
Gabelli Asset AAAMid-Cap Blendêêêê376êêêê376êêêê314êêê161
Gabelli Blue Chip Value AAALarge Blendêêê1785êêê1785êêêê1402êêê731
Gabelli Equity Income AAALarge Valueêêêêê1120êêêêê1120êêêêê941êêêêê476
Gabelli Small Cap Growth AAASmall Blendêêêêê562êêêêê562êêêêê471êêêê248
Gabelli SRI Green AAAMid-Cap Blendn/an/an/an/an/an/an/an/a
Gabelli Utilities AAASpecialty-Utilitiesêêêê91êêêêê91êêêê78êêêê53
Gabelli Value AMid-Cap Blendêê376êê376êê314êê161
Gabelli Woodland Small Cap Value AAASmall Blendêêê562êêêê562êêê471n/an/a
GAMCO Global Convertible Secs AAAConvertiblesê61ê61ê57ê41
GAMCO Global Growth AAAWorld Stockêê565êêê565êêê456ê255
GAMCO Global Opportunity AAAWorld Stockêêê565êêê565êêêê456êêê255
GAMCO Global Telecommunications AAASpecialty-Communicationsêêê39êêê39êêê33êêê17
GAMCO Gold AAASpecialty-Precious Metalsêêê67êêê67êêê60êêê37
GAMCO Growth AAALarge Growthêê1547êêê1547êê1276êê718
GAMCO International Growth AAAForeign Large Growthêêê215êêêê215êêê158êêê81
GAMCO MathersConservative Allocationêê533êêê533êê349ê161
Gabelli Enterprise Mergers & Acquisitions YMid-cap Blendêêêê376êêêê376êêêê314n/an/a
Comstock Capital Value AAABear Marketn/an/an/an/an/an/an/an/a
Percent of Rated funds rated 4 or 5 stars 35.29% 47.06% 47.06% 26.67% 
          
The Overall Morningstar Rating™ is derived from a weighted average of the performance figures associated with its three, five and ten year (if applicable) Morningstar Rating metrics.
Data presented reflects past performance, which is no guarantee of future results.  Ratings are for Class AAA, A or Y shares only, other classes may have different performance
characteristics.  Unrated funds and closed-end funds are not listed.  For each fund with at least a three year history, Morningstar calculates a Morningstar Rating based on a
Morningstar Risk-Adjusted Return measure (including the effects of sales charges, loads, and redemption fees) that accounts for variation in a fund's monthly performance, placing
more emphasis on downward variations and rewarding consistent performance.  The top 10% of the funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35%
receive 3 stars, the next 22.5% receive 2 stars, and the bottom 10% receive 1 star.  (Each share class is counted as a fraction of one fund within this scale and rated separately, which
may cause slight variations in the distribution percentages.)  Strong relative performance is not indicative of positive fund returns.  © 2010 Morningstar, Inc.  All rights reserved.  The
information contained herein:  (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or
timely.  Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.  Investors should consider the investment
objectives, risks, sales charges and expenses of the fund carefully before investing.  Each Fund's prospectus contains this and other information about the Funds and is available,
along with information on other Gabelli Funds, by calling 800-GABELLI (422-3554), online at www.gabelli.com/funds or from your financial advisor.  The prospectus should be
read carefully before investing.  Distributed by Gabelli & Company, One Corporate Center, Rye, NY 10580 Call 1-800-GABELLI (422-3554) for a prospectus.
The inception date for the Gabelli SRI Green Fund was June 1, 2007.  The inception date for the Gabelli Woodland Small Cap Value Fund was December 31, 2002.
The inception date for the Gabelli Enterprise Mergers & Acquisitions Fund was February 28, 2001.  The inception date for the Comstock Capital Value Fund was October 10, 1985.
          
 
24

GABELLI/GAMCO FUNDS Gabelli Funds Lipper Rankings as of March 31, 2010
  1 Yr - 03/31/09-03/31/103 Yrs - 03/31/07-03/31/105 Yrs - 03/31/05-03/31/1010 Yrs - 03/31/00-03/31/10
  PercentileRank /PercentileRank /PercentileRank /PercentileRank /
Fund NameLipper CategoryRankTotal FundsRankTotal FundsRankTotal FundsRankTotal Funds
Gabelli Asset; AAAMulti-Cap Core Funds19148/80520137/6981261/5392045/234
Gabelli Value Fund; AMulti-Cap Core Funds860/80562429/69856299/5393274/234
Gabelli SRI; AAAMulti-Cap Growth Funds521/456------
Gabelli Eq:Eq Inc; AAAEquity Income Funds2779/2981844/2451630/1931314/108
GAMCO Growth; AAALarge-Cap Growth Funds27225/83461444/73053323/61171235/330
Gabelli Eq:SC Gro; AAASmall-Cap Core Funds71514/7331486/6211784/5082464/272
Gabelli Eq:Wd SCV; AAASmall-Cap Core Funds33237/73327166/62156282/508--
GAMCO Gl:Oppty; AAAGlobal Large-Cap Growth3544/1252824/872315/662711/40
GAMCO Gl:Growth; AAAGlobal Large-Cap Growth3847/1251614/873523/668836/40
GAMCO Gold; AAAGold Oriented Funds5541/744527/594021/52299/31
GAMCO Intl Gro; AAAInternational Large-Cap Growth2445/1873450/1486777/1155331/58
Gabelli Bl Chp Val; AAALarge-Cap Core Funds67622/93048380/79935228/6642596/387
Gabelli Inv:ABC; AAASpecialty Diversified Equity Funds6827/3993/3371/15303/9
GAMCO Mathers; AAASpecialty Diversified Equity Funds7831/394214/33508/15606/9
Comstock Cap Val; ASpecialty Diversified Equity Funds9036/395920/338213/15707/9
GAMCO Gl:Telecom; AAATelecommunications Funds2812/43207/34329/28223/13
GAMCO Gl:Convert; AAAConvertible Securities Funds6846/679550/529246/499338/40
Gabelli Utilities; AAAUtility Funds2724/9197/811812/672612/46
787:Gabelli Merg&Acq; YMid-Cap Core Funds96387/40433112/34349134/275--
Gabelli Capital Asset FundDistributed through Insurance Channel827/34213/300918/20076/95
% of funds in top half 60.0% 78.9% 68.4% 64.7% 
          
Data presented reflects past performance, which is no guarantee of future results. Strong rankings are not indicative of positive fund performance.  Absolute performance for some funds was negative for certain periods.  Other share classes are available which may have different performance characteristics.
          
Lipper, a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments including mutual funds, retirement funds, hedge funds, fund fees and expenses to the asset management and media communities. Lipper ranks the performance of mutual funds within a classification of funds that have similar investment objectives. Rankings are historical with capital gains and dividends reinvested and do not include the effect of loads. If an expense waiver was in effect, it may have had a material effect on the total return or yield for the period.
          
Relative long-term investment performance remained strong with approximately 60%, 79%, 68% and 65% of firmwide mutual funds in the top half of their Lipper categories on a one-, three-, five-, and ten-year total-return basis, respectively, as of March 31, 2010.
          
Investors should consider carefully the investment objective, risks, charges and expenses of a fund before investing.  The Prospectus which contains more information about this and other matters, should be read carefully before investing.  You can obtain a prospectus by calling 1-800 GABELLI.  Distributed by Gabelli & Company.  Other share classes are available that have different performance characteristics.
          
The inception date for the Gabelli SRI Green Fund was June 1, 2007.  The inception date for the Gabelli Woodland Small Cap Value Fund was December 31, 2002.  The inception date for the Gabelli Enterprise Mergers & Acquisitions Fund was February 28, 2001.
 
25

 

GABELLI/GAMCO FUNDSGabelli Funds Lipper Rankings as of September 30, 2009
  
1 Yr – 09/30/08-
09/30/09
3 Yrs – 09/30/06-
09/30/09
5 Yrs – 09/30/04-
09/30/09
10 Yrs – 09/30/99-
09/30/09
Fund NameLipper Category
Percentile
Rank
Rank /
Total Funds
Percentile
Rank
Rank /
Total Funds
Percentile
Rank
Rank /
Total Funds
Percentile
Rank
Rank /
Total Funds
Gabelli Asset; AAAMulti-Cap Core Funds47366/7851276/641942/4892141/197
Gabelli Value Fund; AMulti-Cap Core Funds41315/78565412/64162303/4894487/197
Gabelli SRI; AAAMulti-Cap Core Funds212/785------
Gabelli Eq:Eq Inc; AAAEquity Income Funds1852/3031739/2331324/1841111/104
GAMCO Ww:Income; AAAEquity Income Funds61183/30366153/233----
GAMCO Growth; AAALarge-Cap Growth Funds31254/83041293/71732190/59871217/307
GAMCO Ww:SmCp Eq; AAASmall-Cap Core Funds28207/74222134/6141679/49699254/256
Gabelli Eq:SC Gro; AAASmall-Cap Core Funds25180/742951/6141049/4962153/256
GAMCO Ww:Mhty M; AAASmall-Cap Core Funds1175/742212/61429/4961948/256
Gabelli Eq:Wd SCV; AAASmall-Cap Core Funds59438/74218107/61441203/496--
GAMCO Gl:Oppty; AAAGlobal Multi-Cap Growth98/952617/653719/513111/35
GAMCO Gl:Growth; AAAGlobal Large-Cap Core3230/95117/652714/518430/35
GAMCO Gold; AAAGold Oriented Funds3927/693820/533618/50247/29
GAMCO Intl Gro; AAAInternational Large-Cap Growth1422/1605064/1277870/894825/52
GAMCO Ww:Eqty; AAALarge-Cap Value Funds97524/54222101/4721036/3882545/185
Gabelli Bl Chp Val; AAALarge-Cap Core Funds16145/90733245/76121126/628826/368
Gabelli Inv:ABC; AAASpecialty Diversified Equity Funds4016/40165/32142/14303/9
GAMCO Mathers; AAASpecialty Diversified Equity Funds5221/404013/32406/14505/9
Comstock Cap Val; ASpecialty Diversified Equity Funds5723/40196/328012/14707/9
GAMCO Gl:Telecom; AAATelecommunications Funds5923/38206/29226/27202/9
GAMCO Gl:Convert; AAAConvertible Securities Funds9063/699556/589352/559841/41
Gabelli Utilities; AAAUtility Funds2019/981210/855337/70115/45
GAMCO Ww:Bal – AAAMixed-Asset Target Alloc. Moderate Funds96487/51149191/3961958/3052029/147
787:Gabelli Merg&Acq; YMid-Cap Core Funds1869/3861853/3073997/249--
Gabelli Capital Asset FundDistributed through Insurance Channel44155/35441117/2892860/2161512/80
% of funds in top half 68.0% 87.5% 78.3% 76.2% 

Data presented reflects past performance, which is no guarantee of future results. Strong rankings are not indicative of positive fund performance.  Absolute performance for some funds was negative.

Lipper, a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments including mutual funds, retirement funds, hedge funds, fund fees and expenses to the asset management and media communities. Lipper ranks the performance of mutual funds within a classification of funds that have similar investment objectives. Rankings are historical with capital gains and dividends reinvested and do not include the effect of loads. If an expense waiver was in effect, it may have had a material effect on the total return or yield for the period.

Relative long-term investment performance remained strong with approximately 68%, 88%, 78% and 76% of firmwide mutual funds in the top half of their Lipper categories on a one-, three-, five-, and ten-year total-return basis, respectively, as of September 30, 2009.

Investors should consider carefully the investment objective, risks, charges and expenses of a fund before investing.  The Prospectus which contains more information about this and other matters, should be read carefully before investing.  You can obtain a prospectus by calling 1-800 GABELLI.  Distributed by Gabelli & Company.  Other share classes are available that have different performance characteristics.

The inception date for the Gabelli SRI Green Fund was June 1, 2007.  The inception date for the Gabelli Woodland Small Cap Value Fund was December 31, 2002.  The inception date for the Gabelli Enterprise Mergers & Acquisitions Fund was February 28, 2001.
26


 
The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included in Item 1 to this report.

RESULTS OF OPERATIONS
 
Three Months Ended September 30, 2009March 31, 2010 Compared To Three Months Ended September 30, 2008March 31, 2009
 
(Unaudited;
(Unaudited; in thousands, except per share data)      
  2010  2009 
Revenues      
  Investment advisory and incentive fees $49,342  $35,199 
  Insitutional research services  3,424   3,650 
  Distribution fees and other income  7,232   4,510 
Total revenues  59,998   43,359 
Expenses        
  Compensation  26,213   20,785 
  Management fee  2,448   1,349 
  Distribution costs  7,031   5,422 
  Other operating expenses  4,936   4,301 
Total expenses  40,628   31,857 
Operating income  19,370   11,502 
Other income (expense)        
  Net gain from investments  5,232   2,592 
  Interest and dividend income  815   1,278 
  Interest expense  (3,292)  (3,234)
Total other income, net  2,755   636 
Income before income taxes  22,125   12,138 
Income tax provision  8,294   3,988 
Net income  13,831   8,150 
Net income (loss) attributable to noncontrolling interests  105   (62)
Net income attributable to GAMCO Investors, Inc.'s shareholders $13,726  $8,212 
         
Net income attributable to GAMCO Investors, Inc.'s shareholders per share        
Basic $0.50  $0.30 
Diluted $0.50  $0.30 
         
Reconciliation of net income attributable to GAMCO Investors, Inc.'s shareholders        
  to Adjusted EBITDA:        
         
Net income attributable to GAMCO Investors, Inc.'s shareholders $13,726  $8,212 
Interest expense  3,292   3,234 
Income tax provision and net income attributable to noncontrolling interests  8,399   3,926 
Depreciation and amortization  171   165 
Adjusted EBITDA (a) $25,588  $15,537 
(a) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and noncontrolling interests.  Adjusted EBITDA is a non-GAAP measure and should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in thousands, except per share data)
  2009  2008
Revenues     
  Investment advisory and incentive fees $         40,957  $         52,297 
  Institutional research services  4,588   4,098 
  Distribution fees and other income 6,037  6,585 
     Total revenues  51,582   62,980 
Expenses        
  Compensation and related costs  21,590   26,233 
  Management fee  2,638   1,740 
  Distribution costs  6,089   6,658 
  Other operating expenses 4,405  7,076 
     Total expenses 34,722  41,707 
Operating income  16,860   21,273 
Other income (expense)        
  Net gain from investments  9,659   (4,786)
  Interest and dividend income  598   1,340 
  Interest expense (3,296) (2,091)
Total other income / (expense), net 6,961  (5,537)
Income before taxes  23,821   15,736 
Income tax provision 8,913  3,837 
Net income 14,908  11,899 
Net income / (loss) attributable to noncontrolling interests 257  (86)
Net income attributable to GAMCO Investors, Inc.’s shareholders $         14,651  $         11,985 
         
Net income attributable to GAMCO Investors, Inc.’s shareholders per share:        
   Basic $             0.54  $             0.43 
   Diluted $             0.53  $             0.43 
         
Reconciliation of net income attributable to GAMCO Investors, Inc.’s shareholders
   to Adjusted EBITDA:
        
         
Net income attributable to GAMCO Investors, Inc.’s shareholders $14,651  $11,985 
Interest expense  3,296   2,091 
Income tax provision and net income attributable to noncontrolling interests  9,170   3,751 
Depreciation and amortization 160  263 
Adjusted EBITDA (a) $         27,277  $         18,090 
         
(a) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and noncontrolling interests.  Adjusted EBITDA is a non-GAAP measure and should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States nor should it be considered as an indicator of our overall financial performance.  We use Adjusted EBITDA as a supplemental measure of performance as we believe it gives investors a more complete understanding of our operating results before the impact of financing activities as a tool for determining the private market value of an enterprise.
the United States nor should it be considered as an indicator of our overall financial performance.  We use Adjusted EBITDA as a supplemental measure of performance as we believe it gives investors a more complete understanding of our operating results before the impact of financing activities as a tool for determining the private market value of an enterprise.
 
 
2726

 

Total revenues were $51.6$60.0 million in the thirdfirst quarter of 2009, 18.1% below2010, 38.2% above the $63.0$43.4 million reported in the thirdfirst quarter of 2008.2009.  Operating income was $16.9$19.4 million, a decreasean increase of $4.4$7.9 million or 20.7%68.7% from the $21.3$11.5 million in the thirdfirst quarter of 2008.2009.  Total other income/expense,income, net of interest expense, was income of $7.0$2.8 million for the thirdfirst quarter 20092010 versus expense of $5.5$0.6 million in the prior year’s quarter.  In the short-run, our results remain sensitive to changes in the equity market.  Net income attributable to GAMCO Investors, Inc.’s shareholders for the quarter was $14.7$13.7 million or $0.53$0.50 per fully diluted share versus $12.0$8.2 million or $0.43$0.30 per fully diluted share in the prior year’s quarter.
 
Investment advisory fees for the thirdfirst quarter 20092010 were $41.0$49.3 million, 21.6% below40.1% above the 20082009 comparative figure of $52.3$35.2 million. Open-end mutual fund revenues declinedincreased by 18.0%40.1% to $19.1$22.0 million from $23.3$15.7 million in thirdfirst quarter 2008 primarily2009 due to lowerhigher average AUM.  Our closed-end fund revenues fell 27.6%rose 50.0% to $7.6$8.7 million in the thirdfirst quarter 20092010 from $10.5$5.8 million in 2008 primarily2009 due to decreasedincreased average AUM.  Institutional and high net worth separateprivate wealth management accounts revenues, whose revenues are based upon prior quarter-end AUM, decreased 23.0%increased 35.6% to $13.7$17.9 million from $17.8$13.2 million in thirdfirst quarter 2008,2009, primarily due to lowerhigher AUM.  Investment partnership revenues were $0.8 million, nearly double the $0.5 million a decrease of $0.2 million or 28.6% from $0.7 million in 2008.2009.  This decreaseincrease was primarily due to lowerhigher AUM in the current quarter as compared to the priorpr ior year's quarter.
 
Revenues from ourOur institutional research services subsidiary were $4.6achieved revenues of $3.4 million in the thirdfirst quarter 2009, increasing 12.2%2010, declining 8.1% from the $4.1$3.7 million in the prior year.
 
MutualOpen-end fund distribution fees and other income were $6.0$7.2 million for the thirdfirst quarter 2009, a decline2010, an increase of 9.1%60.0% or $0.6$2.7 million from the prior period’s $6.6$4.5 million, primarily due to the declinehigher quarterly average AUM in open-end equity mutual fund AUM.funds that generate such fees.
 
Compensation costs, which are largely variable, were $21.6$26.2 million or 17.6% lower26.0% higher than the $26.2$20.8 million recorded in the prior year period.  This decreaseincrease was driven by lowerhigher revenues across most business lines as AUM declinedincreased quarter over quarter.
 
Management fee expense, which is completely variable and based on pretax income, increased to $2.6$2.4 million in the thirdfirst quarter of 20092010 from $1.7$1.3 million in the 20082009 period.
 
Distribution costs were $6.1$7.0 million, a decreasean increase of 9.0%29.6% from $6.7$5.4 million in the prior year’s period.
 
Other operating expenses decreasedincreased by $2.7$0.6 million to $4.4$4.9 million in the thirdfirst quarter of 20092010 from the prior year thirdfirst quarter of $7.1$4.3 million.  Excluding the receipt of insurance claims for legal fees and expenses submitted in prior quarter,quarters, for both the 2010 and 2009 and 2008 thirdfirst quarter, the decreaseother operating expenses would have been $3.0decreased by $0.5 million.  Clearing charges declined 45.6% or $0.6 million even while institutional research services revenue increased 12.2% as we benefited from our cost reduction efforts.
 
Total expenses, excluding the management fee, were $32.1$38.2 million in the thirdfirst quarter of 2009,2010, a 19.8% decrease25.2% increase from $40.0$30.5 million in the thirdfirst quarter of 2008.2009.
 
Operating income for the thirdfirst quarter of 20092010 was $16.9$19.4 million, lower by $4.4an increase of $7.9 million thanfrom the thirdfirst quarter 2008’s $21.32009’s $11.5 million.  This declineincrease was largely due to the declineincrease in revenues and impacted negativelypartially offset by a declinesmaller increase in operating expenses that was less than the revenue decline.expenses.
 
Total other income/expenseincome (net of interest expense) was income of $7.0$2.8 million for the thirdfirst quarter 20092010 versus an expense of $5.5$0.6 million in the prior year’s quarter.  $14.5$2.7 million of this increase is from the effect of mark to market increases in equity instruments.  Interest income was lower by $1.3$0.5 million andwhile dividend income was higher by $0.5 million.unchanged.  Interest expense increased slightly to $3.3 million for thirdfirst quarter 20092010 from $2.1$3.2 million for the prior year quarter primarily the result of the issuance in October 2008 of the $60 million 6.5% convertible note.quarter.
 
The effective tax rate for the three months ended September 30, 2009March 31, 2010 was 37.4%37.5% as compared to the prior year period’s effective rate of 24.4%32.9%.  The prior year’s rate includes a reduction to certain income tax reserves.

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The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto included in Item 1 to this report.

RESULTS OF OPERATIONS
Nine months ended September 30, 2009 Compared To Nine months ended September 30, 2008
(Unaudited; in thousands, except per share data)
  2009  2008
Revenues     
  Investment advisory and incentive fees $      112,145  $      164,269 
  Institutional research services 12,187  11,018 
  Distribution fees and other income 15,780  19,665 
     Total revenues 140,112  194,952 
Expenses      
  Compensation and related costs 62,056  83,013 
  Management fee 6,291  6,307 
  Distribution costs 17,094  19,691 
  Other operating expenses 13,648  20,204 
     Total expenses 99,089  129,215 
Operating income 41,023  65,737 
Other income (expense)      
  Net gain (loss) from investments 22,981   (13,165)
  Interest and dividend income 2,677  10,310 
  Interest expense (9,965) (6,295)
Total other income (expense), net 15,693  (9,150)
Income before taxes 56,716  56,587 
Income tax provision 20,034  19,882 
Net income 36,682  36,705 
Net income (loss) attributable to noncontrolling interests 503  (225)
Net income attributable to GAMCO Investors, Inc.’s shareholders $        36,179  $        36,930 
       
Net income attributable to GAMCO Investors, Inc.’s shareholders per share:      
   Basic $            1.32  $            1.32 
   Diluted $            1.32  $            1.32 
       
Reconciliation of net income attributable to GAMCO Investors, Inc.’s shareholders
   to Adjusted EBITDA:
      
       
Net income attributable to GAMCO Investors, Inc.’s shareholders $        36,179  $        36,930 
Interest expense 9,965  6,295 
Income tax provision and net income attributable to noncontrolling interests 20,537  19,657 
Depreciation and amortization 487  747 
Adjusted EBITDA (a) $        67,168  $        63,629 
       
(a) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and noncontrolling interests.  Adjusted EBITDA is a non-GAAP measure and should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States nor should it be considered as an indicator of our overall financial performance.  We use Adjusted EBITDA as a supplemental measure of performance as we believe it gives investors a more complete understanding of our operating results before the impact of financing activities as a tool for determining the private market value of an enterprise.
 
 
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Total revenues were $140.1 million in the nine months ended September 30, 2009, 28.2% below the $195.0 million reported in the nine months ended September 30, 2008.  Operating income was $41.0 million, a decrease of $24.7 million or 37.6% from the $65.7 million in the nine months ended September 30, 2008.  Total other income/expense, net of interest expense, was income of $15.7 million for the nine months ended September 30, 2009 versus an expense of $9.2 million in the prior year’s period.  In the short-run, our results remain sensitive to changes in the equity market.  Net income attributable to GAMCO Investors, Inc.’s shareholders for the nine months ended September 30, 2009 was $36.2 million or $1.32 per fully diluted share versus $36.9 million or $1.32 per fully diluted share in the prior year’s period.
Investment advisory fees for the nine months ended September 30, 2009 were $112.1 million, 31.8% below the 2008 comparative figure of $164.3 million.  Open-end mutual fund revenues declined by 28.0% to $51.7 million from $71.8 million in nine months ended September 30, 2008 primarily due to lower average AUM.  Our closed-end fund revenues fell 41.0% to $20.0 million in the nine months ended September 30, 2009 from $33.9 million in 2008 primarily due to decreased average AUM.  Institutional and high net worth separate accounts revenues, whose revenues are based upon prior quarter-end AUM, decreased 31.0% to $38.9 million from $56.4 million in nine months ended September 30, 2008, primarily due to lower AUM.  Investment partnership revenues were $1.5 million, a decrease of $0.7 million or 31.8% from $2.2 million in 2008.  This decrease was primarily due to lower AUM in the current period as compared to the prior year's period.
Revenues from our institutional research services subsidiary were $12.2 million in the nine months ended September 30, 2009, up 10.9% from the prior year’s amount of $11.0 million.
Mutual fund distribution fees and other income were $15.8 million for the first nine months of 2009, a decline of 19.8% or $3.9 million from the prior period’s $19.7 million, primarily due to the decline in open-end equity mutual fund AUM.
Compensation costs, which are largely variable, were $62.1 million or 25.2% lower than the $83.0 million recorded in the prior year period.  This decrease was driven by lower revenues across most business lines as AUM declined period over period.
Management fee expense, which is completely variable and based on pretax income, was unchanged at $6.3 million in both the nine months ended September 30, 2009 and the 2008 period.
Distribution costs were $17.1 million, a decrease of 13.2% from $19.7 million in the prior year’s period.
Other operating expenses decreased by $6.6 million to $13.6 million in the first nine months of 2009 from the prior year first nine months of $20.2 million.  Clearing charges declined 41.0% or $1.3 million even as institutional research services revenue increased 10.9% as we benefited from our cost reduction efforts.
Total expenses, excluding the management fee, were $92.8 million in the nine months ended September 30, 2009, a 24.5% decrease from $122.9 million in the nine months ended September 30, 2008.
Operating income for the nine months ended September 30, 2009 was $41.0 million, lower by $24.7 million than the nine months ended September 30, 2008’s $65.7 million.  This decline was largely due to the decline in revenues and impacted negatively by a decline in operating expenses that was less than the revenue decline.
Total other income/expense (net of interest expense) was income of $15.7 million of income for the nine months ended September 30, 2009 versus an expense of $9.2 million in the prior year’s period.  $36.2 million of this increase is from the effect of mark to market increases in equity instruments.  Interest income was lower by $5.3 million and dividend income was lower by $2.4 million.  Interest expense increased to $10.0 million for nine months ended September 30, 2009 from $6.3 million for the prior year period primarily the result of the issuance in October 2008 of the $60 million 6.5% convertible note.
The effective tax rate for the nine months ended September 30, 2009 was 35.3% as compared to the prior year period’s effective rate of 35.1%.

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LIQUIDITY AND CAPITAL RESOURCES
Our principal assets consist of cash and cash equivalents, short-term investments, securities held for investment purposes and investments in mutual funds, and investment partnerships and offshore funds, both proprietary and external.  Cash and cash equivalents are comprised primarily of United States treasuryTreasury securities with maturities of three months or less and money market funds managed by GAMCO.  Short-term investments are comprised primarily of United States treasury securities with maturities between three months and one year.  Although the investment partnerships and offshore funds are for the most part illiquid, the underlying investments of such partnerships or funds are for the most part liquid, and the valuations of these products reflect that underlying liquidity.
 
Summary cash flow data is as follows:
   Nine months ended 
   September 30, 
  2009  2008 
Cash flows (used in) provided by: (in thousands) 
   Operating activities $      135,494  $        54,176 
   Investing activities  (54,196  7,429 
   Financing activities  (11,440) (64,728)
   Net increase (decrease)  69,858   (3,123
   Effect of exchange rates on cash and cash equivalents   83   (98)
   Cash and cash equivalents at beginning of period 331,174  168,319 
   Cash and cash equivalents at end of period $      401,115  $      165,098 
  Three months ended 
  March 31, 
  2010  2009 
Cash flows provided by (used in): (in thousands) 
  Operating activities $19,125  $83,627 
  Investing activities  675   (18,287)
  Financing activities  (8,923)  (2,844)
  Net increase  10,877   64,496 
  Effect of exchange rates on cash and cash equivalents  (48)  (15)
  Cash and cash equivalents at beginning of period  338,270   331,174 
  Cash and cash equivalents at end of period $349,099  $393,655 
 
Cash requirements and liquidity needs have historically been met through cash generated by operating activities and through our borrowing capacity.  Our shelf registration provides us opportunistic flexibility to sell any combination of senior and subordinate debt securities, convertible debt securities, equity securities (including common and preferred stock), and other securities up to a total amount of $400 million.  On July 2, 2009, Standard & Poor’s affirmedFebruary 25, 2010, Moody’s Investors Service lowered the Company’s BBB/A-2 issuer credit ratings.  At the same time, they revised their outlookinvestment grade rating one notch from Baa2 to Baa3 while maintaining a stable to negative.outlook.
 
At September 30, 2009,March 31, 2010, we had total cash and cash equivalents of $401.1$349.1 million, an increase of $69.9$10.9 million from December 31, 2008.2009.  Cash and cash equivalents and investments in securities held in escrow relating to the $60 million 6.5% convertible note and held by consolidated investment partnerships and offshore funds consolidated under EITF 04-5 are restricted from use for general operating purposes.  Total debt outstanding at September 30, 2009March 31, 2010 was $198.8$198.9 million, consisting of the $60 million 6.5% convertible note, the $40 million 6% convertible note and the $99 million of 5.5% senior notes.  On January 22, 2008, Cascade Investment, L.L.C. electedThe Company has given notice to convert $10the holder of the $40 million 6% convertible note that the Company will redeem $20 million of the 6% convertible note into 188,679 GAMCO shares.for 101% of par value on May 31, 2010.
 
For the ninethree months ended September 30, 2009,March 31, 2010, cash provided by operating activities was $135.5$19.1 million.  The most significant contributorscontributor to the higherlower cash provided by operating activities in the first ninethree months of 2010 versus the first three months of 2009 versuswas the first nine months 2008 were reduction of income tax receivableactivity in the trading securities and deferred tax assets and timing of settlement of securities transactions.investment in partnerships.  Cash used inprovided by investing activities, related to purchases and proceeds from sales of available for sale securities and change in restricted cash, was $54.2$0.7 million in the first ninethree months of 2009.2010.  Cash used in financing activities in the first ninethree months of 20092010 was $11.4$8.9 million.
 
For the ninethree months ended September 30, 2008,March 31, 2009, cash provided by operating activities was $54.2$83.6 million.  Cash provided byused in investing activities, related to purchases and sales of available for sale securities and change in restricted cash, was $7.4$18.3 million in the first ninethree months of 2008.2009.  Cash used in financing activities in the first ninethree months of 20082009 was $64.7$2.8 million.

Based upon our current level of operations and anticipated growth, we expect that our current cash balances plus cash flows from operating activities and our borrowing capacity will be sufficient to finance our working capital needs for the foreseeable future.  We have no material commitments for capital expenditures.

expenditures aside from the $20 million redemption of the $40 million 6% convertible note for 101% of par value on May 31, 2010.


 
As a registered broker-dealer, Gabelli & Company is subject to certain net capital requirements.  Gabelli & Company's net capital has historically exceeded these minimum net capital requirements.  Gabelli & Company computes its net capital under the alternative method permitted, which requires minimum net capital of the greater of $250,000 or 2% of the aggregate debt items in the reserve formula for those broker-dealers subject to Rule 15c3-3 promulgated under the Securities Exchange Act of 1934.  The requirement was $250,000 at September 30, 2009.March 31, 2010.  At September 30, 2009,March 31, 2010, Gabelli & Company had net capital, as defined, of approximately $18.2$18.6 million, exceeding the regulatory requirement by approximately $17.9$18.4 million.  Gabelli & Company’s net capital, as defined, may be reduced when Gabelli & Company is involved in firm commitment underwriting activities.  This did not occur as of or for the ninethree months ended September 30, 2009.March 31, 2010.

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Market Risk
 
Our primary market risk exposure is to changes in equity prices and interest rates.  Since over 90% of our AUM are equities, our financial results are subject to equity-market risk as revenues from our money management services are sensitive to stock market dynamics.  In addition, returns from our proprietary investment portfolio are exposed to interest rate and equity market risk.
 
The Company earns substantially all of its revenue as advisory fees from our Mutual Fund, Institutional and Private Wealth Management, and Investment Partnership assets.  Such fees represent a percentage of AUM and the majority of these assets are in equity investments.  Accordingly, since revenues are proportionate to the value of those investments, a substantial increase or decrease in equity markets overall will have a corresponding effect on the Company's revenues.
 
With respect to our proprietary investment activities, included in investments in securities of $172.6$177.0 million at September 30, 2009March 31, 2010 were investments in mutual funds, largely invested in equity products, of $60.0$65.5 million, a selection of common and preferred stocks totaling $112.4$109.2 million, and other investments of approximately $0.2$2.2 million.  Investments in mutual funds generally lower market risk through the diversification of financial instruments within their portfolio.  In addition, we may alter our investment holdings from time to time in response to changes in market risks and other factors considered appropriate by management.  Of the approximately $112.4$109.2 million invested in common and preferred stocks at September 30, 2009, $32.7March 31, 2010, $34.7 million represented our investment in Westwood Holdings Group Inc., and $36.5$ 20.4 million was invested in risk arbitrage opportunities in connection with mergers, consolidations, acquisitions, tender offers or other similar transactions.  Securities sold, not yet purchased are stated at fair value and are subject to market risks resulting from changes in price and volatility.  At September 30, 2009,March 31, 2010, the fair value of securities sold, not yet purchased was $9.7$9.1 million.  Investments in partnerships and affiliates totaled $64.0$70.7 million at September 30, 2009,March 31, 2010, the majority of which consisted of investment partnerships and offshore funds which invest in risk arbitrage opportunities.  These transactions generally involve announced deals with agreed upon terms and conditions, including pricing, which typically involve less market risk than common stocks held in a trading portfolio.  The principal risk associated with risk arbitrage transactions is the inability of the companies involved to complete the transaction.
 
GAMCO’s exposure to interest rate risk results, principally, from its investment of excess cash in U.S. Government securities.  These investments are primarily short term in nature, and the carrying value of these investments generally approximates fair value.

Critical Accounting Policies and Estimates
 
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ significantly from those estimates.  See Note A and the Company’s Critical Accounting Policies in Management’s Discussion and Analysis of Financial Condition and Results of Operations in GAMCO’s 20082009 Annual Report on Form 10-K filed with the SEC on March 10, 200915, 2010 for details on Significant Accounting Policies.

 
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Item 3.3.  Quantitative and Qualitative Disclosures About Market Risk
 
In the normal course of its business, GAMCO is exposed to risk of loss due to fluctuations in the securities market and general economy. Management is responsible for identifying, assessing and managing market and other risks.
 
Our exposure to pricing risk in equity securities is directly related to our role as financial intermediary and advisor for AUM in our Mutual Funds, Separate Accounts, and Investment Partnerships as well as our proprietary investment and trading activities.  At September 30, 2009,March 31, 2010, we had equity investments, including mutual funds largely invested in equity products, of $172.4$174.8 million.  Investments in mutual funds, $60.0$65.5 million, usually generate lower market risk through the diversification of financial instruments within their portfolios.  In addition, we may alter our investment holdings from time to time in response to changes in market risks and other factors considered appropriate by management.  We also hold investments in partnerships and affiliates which invest primarily in equity securities and which are subjects ubject to changes in equity prices.  Investments in partnerships and affiliates totaled $64.0$70.2 million, of which $11.9$19.0 million were invested in partnerships and affiliates which invest in event-driven merger arbitrage strategies.  These strategies are primarily dependent upon deal closure rather than the overall market environment.  The equity investment portfolio is at fair value and will move in line with the equity markets.  The trading portfolio changes will be recorded as net gain (loss) from investments in the condensed consolidated statements of income while the available for sale portfolio changes will be recorded in other comprehensive income in the condensed consolidated statements of financial condition.

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Item 4.  Controls and Procedures
 
We evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2009.March 31, 2010.  Disclosure controls and procedures as defined under the Securities Exchange Act Rule 13a-15(e), are designed to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rule and forms.  Disclosure controls and procedures include, without limitation, controls and procedures accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and Co-Principal Accounting Officers (“PAOs”), to allow timely decisions regarding required disclosure.  Our CEO, CFO,  and PAOs participated in this evaluation and concluded that, as of the date of September 30, 2009,March 31, 2010, our disclosure controls and procedures were effective.
 
There have been no changes in our internal control over financial reporting as defined by Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

33 



Forward-Looking Information
 
Our disclosure and analysis in this report contain some forward-looking statements.  Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results.  Although we believe that we are basing our expectations and beliefsbelief s on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation: the adverse effect from a decline in the securities markets; a decline in the performance of our products; a general downturn in the economy; changes in government policy or regulation; changes in our ability to attract or retain key employees; and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations. We also direct your attention to any more specific discussions of risk contained in our Form 10-Q and other public filings.  We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements.
 
Part II:  Other Information

Legal Proceedings
  
From time to time, the Company is named in legal actions.  These actions may seek substantial compensatory as well as punitive damages.  The Company is also subject to governmental or regulatory examinations or investigations.  The examinations or investigations could result in adverse outcomes including fines, injunctions or other relief.  The Company cannot predict the ultimate outcome of such matters.
 
Unregistered Sales of Equity Securities and Use of Proceeds
  
 The following table provides information with respect to the repurchase of Class A Common Stock of GAMCO during the three months ended September 30, 2009:March 31, 2010:

 
Period
 (a) Total Number of Shares Repurchased 
 
(b) Average Price Paid Per Share, net of Commissions
 
 
(c) Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
 (d) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs  
7/01/09 – 7/31/09  - - - 861,336  
8/01/09 – 8/31/09  18,000 $45.19 18,000 843,336  
9/01/09 – 9/30/09  97,900 $45.13 97,900 745,436  
Totals  115,900   115,900    
            
        (c) Total Number of  (d) Maximum 
  (a) Total  (b) Average  Shares Repurchased as  Number of Shares 
  Number of  Price Paid Per  Part of Publicly  That May Yet Be 
  Shares  Share, net of  Announced Plans  Purchased Under 
Period Repurchased  Commissions  or Programs  the Plans or Programs 
1/01/10 - 1/31/10  29,100  $43.47   29,100   679,236 
2/01/10 - 2/28/10  47,800  $41.54   47,800   631,436 
3/01/10 - 3/31/10  103,300  $46.30   103,300   528,136 
Totals  180,200       180,200     


 
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  (a) Exhibits
  
 
 31.1Certification of CEO pursuant to Rule 13a-14(a).

 31.2Certification of CFO pursuant to Rule 13a-14(a).

 32.1Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
  

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
GAMCO INVESTORS, INC.
(Registrant)
 
By:/s/ Kieran Caterina By:/s/ Diane M. LaPointe 
Name: Kieran CaterinaName:  Diane M. LaPointe
Title: Co-Principal Accounting OfficerTitle: Co-Principal Accounting Officer
  
Date: NovemberMay 6, 20092010Date: NovemberMay 6, 20092010
 

 
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