~~INDEX~~

GAMCO INVESTORS, INC. AND SUBSIDIARIES

INDEX

PART I.	FINANCIAL INFORMATION	Page

Item 1.	Unaudited Condensed Consolidated Financial Statements

	Condensed Consolidated Statements of ~~Income:~~Financial Condition as of September 30, 2020 (unaudited) and December 31, 2019	3
	~~- Three~~
	Condensed Consolidated Statements of Income for the three months and nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)	4
	~~- Nine months ended September 30, 2017 and 2016~~

	Condensed Consolidated Statements of Comprehensive ~~Income:~~
	~~- Three~~Income for the three months and nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)	5
	~~- Nine months ended September 30, 2017 and 2016~~

	Condensed Consolidated Statements of ~~Financial Condition:~~
	~~- September 30, 2017~~
	~~- December 31, 2016~~
	~~- September 30, 2016~~

	~~Condensed Consolidated Statements of Equity:~~
	~~- Nine~~Stockholders’ Equity for the three months and nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)	6

	Condensed Consolidated Statements of Cash ~~Flows:~~
	~~- Nine~~Flows for the nine months ended September 30, ~~2017~~2020 and ~~2016~~2019 (unaudited)	7

	Notes to ~~Unaudited~~ Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk ~~(Included in Item 2)~~	29

Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION *

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 5.	Other Information	31

Item 6.	Exhibits	31

~~SIGNATURES~~	Signature	32

* Items other than those listed above have been omitted because they are not applicable.

GAMCO INVESTORS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

UNAUDITED

(in thousands, except per share data)

	September 30,			December 31,
	2020			2019
ASSETS
Cash and cash equivalents	$	20,282		$	86,136
Investments in debt securities, at amortized cost		104,960			6,547
Investments in equity securities, at fair value		15,071			27,726
Receivable from brokers		5,688			989
Investment advisory fees receivable		18,994			36,093
Receivable from affiliates		3,402			3,940
Goodwill and identifiable intangible assets		3,176			3,765
Deferred tax asset and income tax receivable		10,608			16,389
Other assets		8,978			8,301
Total assets	$	191,159		$	189,886

LIABILITIES AND STOCKHOLDERS’ EQUITY
Income taxes payable	$	360		$	757
Lease liability obligations		5,355			5,431
Compensation payable		32,094			64,279
Payable to affiliates		294			3,982
Accrued expenses and other liabilities		37,117			36,529
Sub-total		75,220			110,978
5.875% Senior Notes (net of issuance costs of $16 and $34, respectively) (due June 1, 2021) (Note 7)		24,209			24,191
Total liabilities		99,429			135,169

Commitments and contingencies (Note 10)

Stockholders’ Equity
Preferred stock, $0.001 par value; 10,000,000 shares authorized; NaN issued and outstanding		0			0
Class A Common Stock, $0.001 par value; 100,000,000 shares authorized; 16,561,726 and 16,202,726 shares issued, respectively; 8,461,110 and 8,356,290 shares outstanding, respectively		14			14
Class B Common Stock, $0.001 par value; 25,000,000 shares and 100,000,000 shares authorized, respectively; 24,000,000 shares issued; 19,024,117 outstanding		19			19
Additional paid-in capital		20,104			17,033
Retained earnings		399,835			362,515
Accumulated other comprehensive loss		(227	)		(204	)
Treasury stock, at cost (8,100,616 and 7,846,436 shares, respectively)		(328,015	)		(324,660	)
Total stockholders’ equity		91,730			54,717
Total liabilities and stockholders’ equity	$	191,159		$	189,886

See notes to condensed consolidated financial statements.

GAMCO INVESTORS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

UNAUDITED

(~~Dollars~~ in thousands, except per share data)

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2020			2019			2020			2019
Revenues
Revenues:
Investment advisory and incentive fees	$	77,328		$	75,952		$	228,942		$	219,594		$	54,894		$	67,015		$	168,637		$	200,893
Distribution fees and other income		11,013			11,769			32,916			33,456			6,358			8,330			19,741			25,195
Total revenues		88,341			87,721			261,858			253,050			61,252			75,345			188,378			226,088
Expenses
Expenses:
Compensation		42,919			21,233			97,634			62,130			17,722			29,800			72,488			90,363
Management fee		4,935			1,163			9,455			3,376			0			2,144			3,725			8,302
Distribution costs		11,665			11,568			33,373			32,786			6,994			8,271			21,258			25,546
Other operating expenses		5,429			5,681			15,900			14,993			4,694			5,562			14,982			16,936
Total expenses		64,948			39,645			156,362			113,285			29,410			45,777			112,453			141,147

Operating income		23,393			48,076			105,496			139,765			31,842			29,568			75,925			84,941
Other income (expense)
Net gain from investments		2,841			55			2,867			518
Non-operating income / (loss)
Loss from investments, net														(3,133	)		(6,529	)		(13,061	)		(3,160	)
Interest and dividend income		745			371			1,765			1,104			41			811			700			2,250
Interest expense		(2,688	)		(3,155	)		(8,269	)		(9,729	)		(691	)		(652	)		(1,985	)		(1,962	)
Shareholder-designated contribution		(3,857	)		-			(3,857	)		-			(5,436	)		(4,500	)		(5,436	)		(4,500	)
Total other expense, net		(2,959	)		(2,729	)		(7,494	)		(8,107	)
Total non-operating loss														(9,219	)		(10,870	)		(19,782	)		(7,372	)
Income before income taxes		20,434			45,347			98,002			131,658			22,623			18,698			56,143			77,569
Income tax provision		3,834			14,486			33,688			47,229
Net income attributable to GAMCO Investors, Inc.'s shareholders	$	16,600		$	30,861		$	64,314		$	84,429
Provision for income taxes														6,188			5,072			17,173			20,034
Net income													$	16,435		$	13,626		$	38,970		$	57,535

Net income attributable to GAMCO Investors, Inc.'s shareholders
per share:
Earnings per share:
Basic	$	0.57		$	1.06		$	2.22		$	2.89		$	0.62		$	0.50		$	1.46		$	2.08

Diluted	$	0.55		$	1.03		$	2.14		$	2.85		$	0.62		$	0.50		$	1.46		$	2.08

Weighted average shares outstanding:
Basic		28,926			29,185			28,930			29,222			26,531			26,987			26,615			27,612

Diluted		31,173			30,406			31,144			29,811			26,613			27,093			26,679			27,676

Dividends declared:	$	0.02		$	0.02		$	0.06		$	0.06

See ~~accompanying notes.~~

notes to condensed consolidated financial statements.

GAMCO INVESTORS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

UNAUDITED

(~~Dollars~~ in ~~thousands, except per share data)~~thousands)

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016

Net income $ 16,600 $ 30,861 $ 64,314 $ 84,429
Other comprehensive gain/(loss), net of tax:
Foreign currency translation 28 (28 ) 75 (121 )
Net unrealized gains on securities available for sale (a) 2,321 506 1,019 323
Other comprehensive gain 2,349 478 1,094 202

Comprehensive income attributable to GAMCO Investors, Inc. $ 18,949 $ 31,339 $ 65,408 $ 84,631

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2020		2019			2020			2019
Net income	$	16,435	$	13,626		$	38,970		$	57,535
Other comprehensive income / (loss):
Foreign currency translation gain / (loss)		42		(28	)		(23	)		(31	)
Total comprehensive income	$	16,477	$	13,598		$	38,947		$	57,504

~~(a) Net of income tax expense of $1,363, $297, $599 and $190, respectively.~~

See ~~accompanying notes.~~notes to condensed consolidated financial statements.

GAMCO INVESTORS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~FINANCIAL CONDITION~~STOCKHOLDERS' EQUITY

UNAUDITED

(~~Dollars~~ in thousands, except per share data)

September 30, December 31, September 30,
2017 2016 2016
ASSETS
Cash and cash equivalents, including restricted cash of $95, $0 and $0, respectively $ 61,097 $ 39,812 $ 33,852
Investments in securities, including restricted investments in securities
of $59,954, $0 and $0, respectively 101,425 37,285 32,889
Receivable from brokers 1,342 453 344
Investment advisory fees receivable 25,549 43,736 26,606
Receivable from affiliates 4,784 5,960 4,745
Income tax receivable and deferred tax asset 24,941 9,349 10,634
Other assets 11,888 12,634 12,198
Total assets $ 231,026 $ 149,229 $ 121,268

LIABILITIES AND EQUITY
Payable to brokers $ 13,311 $ 66 $ 10,203
Income taxes payable and deferred tax liabilities 3,215 3,815 164
Capital lease obligation 4,976 5,066 5,094
Compensation payable 82,896 42,384 31,469
Payable to affiliates 2,981 1,412 7,679
Accrued expenses and other liabilities 24,134 29,178 31,801
Sub-total 131,513 81,921 86,410

4.5% Convertible note (net of issuance costs of $138, $165 and $174, respectively)
  (due August 15, 2021) (Note F) 109,862 109,835 109,826
AC 4% PIK Note (due November 30, 2020) (Note F) 70,000 100,000 100,000
5.875% Senior notes (net of issuance costs of $87, $105 and $110, respectively)
  (due June 1, 2021) (Note F) 24,138 24,120 24,115
Total liabilities 335,513 315,876 320,351

Commitments and contingencies (Note I) - - -

Equity
GAMCO Investors, Inc. stockholders' equity
Preferred stock, $.001 par value;10,000,000 shares authorized;
         none issued and outstanding - - -
Class A Common Stock, $0.001 par value; 100,000,000 shares authorized;
  15,473,725, 15,477,082 and 15,480,032 issued, respectively;10,075,944,
  10,369,601 and 10,454,392 outstanding, respectively 14 14 14
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized;
  24,000,000 shares issued; 19,092,168, 19,093,311 and 19,093,311 shares
  outstanding, respectively 19 19 19
Additional paid-in capital 11,084 3,903 3,135
Retained earnings 143,026 80,515 48,412
Accumulated other comprehensive income 12,365 11,271 9,317
Treasury stock, at cost (5,397,781, 5,107,481 and 5,025,640 shares, respectively) (270,995 ) (262,369 ) (259,980 )
Total GAMCO Investors, Inc. stockholders' equity (deficit) (104,487 ) (166,647 ) (199,083 )

Total liabilities and equity $ 231,026 $ 149,229 $ 121,268

								Accumulated
			Additional					Other
	Common		Paid-in		Retained			Comprehensive			Treasury
	Stock		Capital		Earnings			Income			Stock			Total
Balance at December 31, 2019	$	33	$	17,033	$	362,515		$	(204	)	$	(324,660	)	$	54,717
Net income		0		0		11,245			0			0			11,245
Foreign currency translation		0		0		0			(61	)		0			(61	)
Dividends declared ($0.02 per share)		0		0		(552	)		0			0			(552	)
Stock based compensation expense		0		941		0			0			0			941
Purchase of treasury stock		0		0		0			0			(946	)		(946	)
Balance at March 31, 2020	$	33	$	17,974	$	373,208		$	(265	)	$	(325,606	)	$	65,344
Net income		0		0		11,290			0			0			11,290
Foreign currency translation		0		0		0			(4	)		0			(4	)
Dividends declared ($0.02 per share)		0		0		(551	)		0			0			(551	)
Stock based compensation expense		0		1,137		0			0			0			1,137
Purchase of treasury stock		0		0		0			0			(772	)		(772	)
Balance at June 30, 2020	$	33	$	19,111	$	383,947		$	(269	)	$	(326,378	)	$	76,444
Net income		0		0		16,435			0			0			16,435
Foreign currency translation		0		0		0			42			0			42
Dividends declared ($0.02 per share)		0		0		(547	)		0			0			(547	)
Stock based compensation expense		0		993		0			0			0			993
Purchase of treasury stock		0		0		0			0			(1,637	)		(1,637	)
Balance at September 30, 2020	$	33	$	20,104	$	399,835		$	(227	)	$	(328,015	)	$	91,730

								Accumulated
			Additional					Other
	Common		Paid-in		Retained			Comprehensive			Treasury
	Stock		Capital		Earnings			Income			Stock			Total
Balance at December 31, 2018	$	33	$	14,192	$	282,928		$	(240	)	$	(287,303	)	$	9,610
Net income		0		0		19,892			0			0			19,892
Adoption of ASU 2016-02		0		0		(106	)		0			0			(106	)
Foreign currency translation		0		0		0			20			0			20
Dividends declared ($0.02 per share)		0		0		(575	)		0			0			(575	)
Stock based compensation expense		0		577		0			0			0			577
Purchase of treasury stock		0		0		0			0			(2,547	)		(2,547	)
Balance at March 31, 2019	$	33	$	14,769	$	302,139		$	(220	)	$	(289,850	)	$	26,871
Net income		0		0		24,017			0			0			24,017
Foreign currency translation		0		0		0			(23	)		0			(23	)
Dividends declared ($0.02 per share)		0		0		(551	)		0			0			(551	)
Stock based compensation expense		0		578		0			0			0			578
Purchase of treasury stock		0		0		0			0			(28,274	)		(28,274	)
Balance at June 30, 2019	$	33	$	15,347	$	325,605		$	(243	)	$	(318,124	)	$	22,618
Net income		0		0		13,626			0			0			13,626
Foreign currency translation		0		0		0			(28	)		0			(28	)
Dividends declared ($0.02 per share)		0		0		(551	)		0			0			(551	)
Stock based compensation expense		0		843		0			0			0			843
Purchase of treasury stock		0		0		0			0			(3,790	)		(3,790	)
Balance at September 30, 2019	$	33	$	16,190	$	338,680		$	(271	)	$	(321,914	)	$	32,718

See ~~accompanying notes.~~notes to condensed consolidated financial statements.

~~GAMCO INVESTORS, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~UNAUDITED~~

~~(In thousands)~~

~~For the Nine Months Ended September 30, 2017~~

GAMCO Investors, Inc. stockholders
Accumulated
Additional Other
Common Paid-in Retained Comprehensive Treasury
Stock Capital Earnings Income Stock Total
Balance at December 31, 2016 $ 33 $ 3,903 $ 80,515 $ 11,271 $ (262,369 ) $ (166,647 )
Net income - - 64,314 - - 64,314
Net unrealized gains on
securities available for sale,
net of income tax expense ($1,663) - - - 2,830 - 2,830
Amounts reclassified from
  accumulated other
  comprehensive income,
  net of income tax benefit ($1,064) - - - (1,811 ) - (1,811 )
Foreign currency translation - - - 75 - 75
Dividends declared ($0.06 per
share) - - (1,803 ) - - (1,803 )
Stock based compensation
expense - 7,181 - - - 7,181
Purchase of treasury stock - - - - (8,626 ) (8,626 )
Balance at September 30, 2017 $ 33 $ 11,084 $ 143,026 $ 12,365 $ (270,995 ) $ (104,487 )

~~See accompanying notes.~~

~~GAMCO INVESTORS, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~UNAUDITED~~

~~(In thousands)~~

~~For the Nine Months Ended September 30, 2016~~

GAMCO Investors, Inc. stockholders
Accumulated
Additional Retained Other
Common Paid-in Earnings Comprehensive Treasury
Stock Capital (Deficit) Income Stock Total
Balance at December 31, 2015 $ 33 $ 345 $ (34,224 ) $ 9,115 $ (251,596 ) $ (276,327 )
Net income - - 84,429 - - 84,429
Net unrealized gains on
securities available for sale,
net of income tax expense ($129) - - - 221 - 221
Amounts reclassified from
accumulated other
comprehensive income,
net of income tax expense ($61) - - - 102 - 102
Foreign currency translation - - - (121 ) - (121 )
Dividends declared ($0.06 per
share) - - (1,793 ) - - (1,793 )
Stock based compensation
expense - 3,258 - - - 3,258
Reduction of deferred tax asset
for excess of recorded RSA tax
benefit over actual tax benefit - (468 ) - - - (468 )
Purchase of treasury stock - - - - (8,384 ) (8,384 )
Balance at September 30, 2016 $ 33 $ 3,135 $ 48,412 $ 9,317 $ (259,980 ) $ (199,083 )

~~See accompanying notes.~~

GAMCO INVESTORS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

(Inin thousands)

	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2020			2019
Operating activities
Cash flows from operating activities:
Net income	$	64,314		$	84,429		$	38,970		$	57,535
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		439			470			694			958
Accretion of discounts and amortization of premiums								53			3
Stock based compensation expense		7,181			3,258			3,071			1,998
Deferred income taxes		(9,229	)		(3,930	)		7,621			(3,085	)
Foreign currency translation loss		75			(121	)
Foreign currency translation gain / (loss)								(23	)		(31	)
Cost basis of donated securities		1,051			68			0			2,601
Net gains on sales of available for sale securities		(20	)		(4	)
Unrealized loss on securities								8,329			5,947
Net realized loss on securities								1,482			6
Impairment charge on intangible asset								589			0
(Increase) decrease in assets:
Investments in trading securities		(59,943	)		223
Receivable from affiliates		1,179			290
Investments in securities								2,802			(2,276	)
Receivable from brokers		(889	)		747			(4,699	)		(1,151	)
Investment advisory fees receivable		18,188			4,442			17,099			1,903
Income taxes receivable and deferred tax assets		(15,592	)		(3,847	)
Receivable from affiliates								535			387
Income taxes receivable								(1,840	)		(2,304	)
Other assets		325			534			(1,360	)		(1,265	)
Increase (decrease) in liabilities:
Payable to brokers								0			(110	)
Income taxes payable								(395	)		3,012
Compensation payable								(32,183	)		19,436
Payable to affiliates		1,569			(8	)		(3,688	)		(661	)
Payable to brokers		13,245			10,190
Income taxes payable and deferred tax liabilities		8,029			(1,384	)
Compensation payable		40,506			7,051
Accrued expenses and other liabilities		(5,199	)		2,804			617			3,845
Total adjustments		915			20,783			(1,296	)		29,213
Net cash provided by operating activities	$	65,229		$	105,212			37,674			86,748
Cash flows from investing activities:
Purchases of securities								(105,598	)		(5,078	)
Proceeds from sales and repayments of securities								7,157			252
Return of capital on securities								18			12
Net cash used in investing activities								(98,423	)		(4,814	)
Cash flows from financing activities:
Dividends paid								(1,595	)		(2,221	)
Purchase of treasury stock								(3,355	)		(34,611	)
Repayment of principal portion of lease liability								(160	)		(132	)
Net cash used in financing activities								(5,110	)		(36,964	)
Effect of exchange rates on cash and cash equivalents								5			7
Net increase / (decrease) in cash and cash equivalents								(65,854	)		44,977
Cash and cash equivalents, beginning of period								86,136			41,202
Cash and cash equivalents, end of period							$	20,282		$	86,179
Supplemental disclosures of cash flow information:
Cash paid for interest							$	1,597		$	1,551
Cash paid for taxes							$	12,373		$	20,000

~~GAMCO INVESTORS, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~UNAUDITED (continued)~~

~~(In thousands)~~

Nine Months Ended
September 30,
2017 2016
Investing activities
Purchases of available for sale securities $ (3,932 ) $ (223 )
Proceeds from sales of available for sale securities 321 408
Net cash (used in) provided by investing activities (3,611 ) 185

Financing activities
Issuance of 4.5% Convertible note - 109,826
Dividends paid (1,737 ) (1,752 )
Purchase of treasury stock (8,626 ) (8,384 )
Repayment of AC 4% PIK Note (30,000 ) (150,000 )
Repayment of loan from GGCP - (35,000 )
Amortization of debt issuance costs 45 18
Net cash used in financing activities (40,318 ) (85,292 )
Effect of exchange rates on cash and cash equivalents (15 ) 28
Net increase in cash and cash equivalents 21,285 20,133
Cash and cash equivalents at beginning of period 39,812 13,719
Cash and cash equivalents at end of period $ 61,097 $ 33,852
Supplemental disclosures of cash flow information:
Cash paid for interest $ 6,621 $ 4,561
Cash paid for taxes $ 52,628 $ 55,216

~~Non-cash~~Supplemental disclosure of non-cash activity:

-	~~For the nine months ended September 30, 2017 and September 30, 2016, the Company accrued dividends on restricted stock awards of $66 and $41,~~For the nine months ended September 30, 2020 and 2019, the Company accrued dividends on restricted stock awards of $55 and $27, respectively.

-	For the nine months ended September 30, 2016, the Company recorded $468 as a reduction to its deferred tax asset and additional paid-in capital for the excess of the recorded restricted stock award tax benefit over the actual tax benefit.

See ~~accompanying notes.~~

notes to condensed consolidated financial statements.

GAMCO INVESTORS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2017~~2020

(Unaudited)

~~A. Significant Accounting Policies~~

Organization and Description of Business

~~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,~~“the Firm,” ~~“we,” “us”~~ and ~~“our”~~“GBL” or similar terms are to GAMCO Investors, Inc., its predecessors, and its subsidiaries.

GAMCO (New York Stock Exchange (“NYSE”): GBL), a company incorporated under the laws of Delaware, is known for its research-driven approach to equity investing. GAMCO conducts its investment advisory business principally through two subsidiaries: GAMCO Asset Management Inc. (“GAMCO Asset”) (approximately 1,500 institutional and private wealth separate accounts (“Institutional and PWM”), principally in the U.S.) and Gabelli Funds, LLC (“Gabelli Funds”) (24 open-end funds, 1société d’investissement à capital variable (“SICAV”), and 16 closed-end funds). GAMCO serves a broad client base including institutions, intermediaries, offshore investors, private wealth, and direct retail investors. The distribution of mutual funds is conducted through G.distributors, LLC (“G.distributors”), the Company’s broker-dealer subsidiary.

GAMCO offers a wide range of solutions across Value and Growth Equity, ESG-SRI, Convertibles, sector-focused strategies including Gold and Utilities, Merger Arbitrage, and Fixed Income. In 1977, GAMCO launched its flagship All Cap Value strategy, Gabelli Value, and in 1986 launched its mutual fund business. In addition to its Value strategies, for over 30 years the firm has managed solutions in Growth Equity, Convertibles, SRI, and Merger Arbitrage.

1. Significant Accounting Policies

Basis of Presentation

The unaudited interim condensed consolidated financial statements ~~of GAMCO included herein~~ have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) ~~in the United States~~ for interim financial information and ~~with~~pursuant to the ~~instructions to~~requirements for reporting on Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP ~~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 athe 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.

The interim condensed consolidated financial statements include the accounts of ~~GAMCO~~the Company and its ~~subsidiaries.~~wholly-owned subsidiaries: Gabelli Funds, GAMCO Asset, Distributors Holdings, Inc., G.distributors, GAMCO Asset Management (UK) Limited, Gabelli Fixed Income, Inc., Gabelli Fixed Income L.L.C., GAMCO International Partners LLC, GAMCO Acquisition LLC, and Nevada NJ Lat, LLC. Intercompany accounts and transactions ~~are~~have been eliminated.

These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our ~~Annual Report~~annual report on Form 10-K for the year ended December 31, ~~2016.~~2019.

Use of Estimates

The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts ~~reported on~~of assets and liabilities and disclosure of contingent assets and liabilities at the ~~interim condensed consolidated~~date of the financial statements and ~~accompanying notes.~~the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Developments

In ~~May 2014,~~February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customers," which supersedes the revenue recognition requirements in the Accounting Standards Codification ("Codification") Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the Codification. The core principle of the new 2016-02, Leases (Topic 842) (“ASU No. 2014-09 is for companies to recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition. In March 2016, the FASB issued revised guidance which clarifies the guidance related to (a) determining the appropriate unit of account under the revenue standard’s principal versus agent guidance and (b) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. In April 2016, the FASB issued an amendment to provide more detailed guidance including additional implementation guidance and examples related to a) identifying performance obligations and b) licenses of intellectual property. In May 2016, the FASB amended the standard to clarify the guidance on assessing collectability, presenting sales taxes, measuring noncash consideration, and certain transition matters. This new guidance will be effective for the Company's first quarter of 2018 and requires either a full retrospective or a modified retrospective approach to adoption. The Company’s implementation analysis is nearing completion, and the Company does not expect the adoption of the guidance to have a significant effect on the timing of the recognition of revenue. The Company has also been reviewing and preparing for the enhanced disclosure requirements of the standard, which will have an effect on the disclosures in the consolidated financial statements and accompanying notes. The overall effect upon adoption may change based on further analysis and implementation efforts. Finally, the Company has not yet determined which transition method it will use.

In January 2016, the FASB issued ASU 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. To adopt the amendments, entities will be required to make a cumulative-effect adjustment to beginning retained earnings as of the beginning of the fiscal year in which the guidance is effective. This new guidance will be effective for the Company’s first quarter of 2018. Upon adoption of this guidance, changes in the fair value of the Company’s available-for-sale investments will be reported through earnings rather than through other comprehensive income.

~~In February 2016, the FASB issued ASU 2016-02,~~2016-02”), which amends the guidance in U.S. GAAP for the accounting for ~~leases.~~leases with terms longer than 12 months. ASU 2016-02 requires a lessee to recognize assets and liabilities arising from ~~most operating~~these leases in the ~~condensed~~ consolidated statement of financial position. It requires these ~~operating~~ leases to be recorded on the balance sheet as ~~right of use~~right-of-use assets and offsetting lease liability obligations. ~~This new~~The guidance ~~will be~~was effective for the ~~Company’s first quarter of 2019.~~Company on January 1, 2019 and the Company adopted this guidance on that date. The Company ~~is currently evaluating~~has elected the transition method allowed under ASU 2018-11, Leases (Topic 842): Targeted Improvements, which does not require restatement of comparative periods, but instead requires a cumulative adjustment to opening retained earnings at the January 1, 2019 adoption date. The Company has performed the analysis on the transition to this guidance and, ~~the impact it will have on its consolidated financial statements~~as a result, recorded a $106 thousand reduction to retained earnings, a $650 thousand increase to other assets, and ~~related disclosures.~~a $756 thousand increase to lease liability obligations.

In ~~March~~June 2016, the FASB issued ASU ~~2016-09,~~2016-13, Accounting for Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), which ~~simplifies several aspects~~requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Currently, U.S. GAAP requires an “incurred loss” methodology that delays recognition until it is probable a loss has been incurred. Under ASU 2016-13, the allowance for credit losses must be deducted from the amortized cost of the ~~accounting~~financial asset to present the net amount expected to be collected. The consolidated statement of income will reflect the measurement of credit losses for ~~employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements,~~newly recognized financial assets as well as ~~classification in~~ the ~~statement~~expected increases or decreases of ~~cash flows. For public companies,~~expected credit losses that have taken place during the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods. The Company adopted this guidance on January 1, 2017 without a material impact to the consolidated financial statements. Please see Note D.

period. In ~~August 2016,~~November 2019, the FASB issued ASU ~~2016-15,~~2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), Leases (Topic 842): Effective Dates (ASU 2019-10), which ~~adds and clarifies~~deferred the effective date of this guidance ~~on the classification of certain cash receipts and payments in the consolidated statements of cash flows.~~for smaller reporting companies for three years. This guidance is intended to unify the currently diverse presentations and classifications, which address eight classification issues related to the statement of cash flows, including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. This new guidance will be effective for the ~~Company’s first quarter of 2018~~Company on January 1, 2023 and requires a modified retrospective ~~approach to~~transition method, which will result in a cumulative-effect adjustment in retained earnings upon adoption. Early adoption is permitted. The Company is currently ~~evaluating~~assessing the potential ~~effect~~impact of this new guidance on ~~its condensed consolidated financial statements and the related disclosures.~~

In November 2016, the FASB issued ASU 2016-18, which amends ASC 230 to clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. Key requirements are that an entity should include in its cash and cash equivalent balances in the statement of cash flow those amounts that are deemed to be restricted cash and restricted cash equivalents and that a reconciliation between the statement of financial position and the statement of cash flows must be disclosed when the statement of financial position includes more than one line item for cash, cash equivalents, restricted cash, and restricted cash equivalents. The ASU also mandates that changes in restricted cash and restricted cash equivalents that result from transfers between cash, cash equivalents, restricted cash, and restricted cash equivalents should not be presented as cash flow activities in the statement of cash flows and that an entity with a material amount of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. This new guidance was to be effective for the Company’s ~~first quarter of 2018, but the Company has elected to early adopt in the third quarter of 2017. There was no material impact to the~~ consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, ~~to simplify~~Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which simplifies the process used to test for goodwill ~~impairment. A~~impairment by eliminating the requirement to calculate the implied fair value of goodwill, and instead any goodwill impairment will ~~now~~ be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. In November 2019, the FASB issued ASU 2019-10, which deferred the effective date of this guidance for smaller reporting companies for three years. This ~~new~~ guidance will be effective for the ~~Company’s first quarter of 2020.~~Company on January 1, 2023 using a prospective transition method and early adoption is permitted. The Company is currently evaluating the potential effect of this new guidance on ~~its condensed~~the Company’s consolidated financial ~~statements and related disclosures.~~statements.

~~On May 10, 2017, the FASB issued ASU 2017-09, which amends~~

2. Revenue Recognition

The discussion below includes all material revenue streams that are within the scope of ~~modification accounting~~ASU 2014-09, Revenue From Contracts With Customers (Topic 606) (“ASU 2014-09”). In all cases for ~~share-based payment arrangements.~~all revenue streams discussed below, the revenue generated is from a single transaction price and there is no need to allocate the amounts across more than a single revenue stream. The ~~ASU provides~~customer for all revenues derived from mutual and closed-end funds (collectively, the “Funds”) described in detail below has been determined to be each Fund itself and not the ultimate underlying investor in each Fund.

Significant judgments that affect the amounts and timing of revenue recognition:

The Company’s analysis of the timing of revenue recognition for each revenue stream is based upon an analysis of the current terms of each contract. Performance obligations could, however, change from time to time if and when existing contracts are modified or new contracts are entered into. These changes could potentially affect the timing of satisfaction of performance obligations, the determination of the transaction price, and the allocation of the price to performance obligations. In the case of the revenue streams discussed below, the performance obligation is satisfied either at a point in time or over time. For incentive fee revenues, the performance obligation (advising a client portfolio) is satisfied over time, while the recognition of revenues effectively occurs at the end of the measurement period as defined within the contract, as such amounts are subject to reduction to 0 on the date where the measurement period ends even if the performance benchmarks were exceeded during the intervening period. The judgments outlined below, where the determination as to these factors is discussed in detail, are continually reviewed and monitored by the Company when new contracts or contract modifications occur. Transaction price is in all instances formulaic and not subject to significant (or any) judgment at the current time. The allowance for doubtful accounts is subject to judgment.

Advisory Fee Revenues

Advisory fees for Funds, sub-advisory accounts, and the SICAV are earned based on predetermined percentages of the average net assets of the individual Funds and are recognized as revenues as the related services are performed. Fees for mutual Funds, 1 non-U.S. closed-end Fund, sub-advisory accounts, and the SICAV are computed on a daily basis based on average daily net AUM. Fees for U.S. closed-end Funds are computed on average weekly net AUM and fees for 1 non-U.S. closed-end Fund are computed on a daily basis based on daily market value. These fees are received in cash after the end of each monthly period within 30 days. The revenue recognition occurs ratably as the performance obligation (advising the Fund) is met continuously over time. There is a risk of non-payment and, therefore, an impairment loss on these receivables is possible at each reporting date. There were no such impairment losses for the periods presented.

Advisory fees for Institutional and PWM accounts are earned based on predetermined percentages of the AUM and are generally computed quarterly based on account values at the end of the preceding quarter. The revenue recognition occurs daily as the performance obligation (advising the client portfolio) is met continuously. These fees are received in cash, typically within 60 days of the client being billed. There is a risk of non-payment and, therefore, an impairment loss on these receivables is possible at each reporting date. There were no such impairment losses for the periods presented.

Performance Correlated and Conditional Revenues

Investment advisory fees are earned on a portion of some closed-end Funds’ preferred shares at year-end if the total return to common shareholders of the respective closed-end Fund for the year exceeds the dividend rate of the preferred shares. These fees are recognized at the end of the measurement period, which coincides with the calendar year. These fees would also be earned and the contract period ended at any interim point in time that the respective preferred shares are redeemed. These fees are received in cash after the end of each annual measurement period, within 30 days.

The Company earns an incentive fee from 2 closed-end Funds. For The GDL Fund (GDL), there is an incentive fee, which is earned and recognized as of the end of each calendar year and varies to the extent the total return of the Fund is in excess of the ICE Bank of America Merrill Lynch 3-month U.S. Treasury Bill Index total return. For the Gabelli Merger Plus+ Trust Plc (GMP), there is an incentive fee, which is earned and recognized as of the end of each annual measurement period, June 30^th, and varies to the extent the total return of the Fund is in excess of twice the rate of return of the 13-week Treasury Bills over the performance period.

The Company earns a performance fee from a SICAV sub-fund, the GAMCO Merger Arbitrage SICAV. This fee is recognized at the end of the measurement period, which coincides with the calendar year. The fee would also be earned and the measurement period ended at any interim point in time that a client redeemed their respective shares. This fee is received in cash after the end of the measurement period, within 30 days.

The Company also may receive incentive fees from institutional clients, which are based upon exceeding either a specific benchmark index or a defined return for these accounts. These fees are recognized at the end of the stipulated contract period, which is generally annually, for each respective account. These fees would also be earned and the contract period ended at any interim point in time that the client terminated its relationship with the Company. These fees are received in cash after the end of the measurement period, typically within 60 days.

In all cases of the incentive fees and performance fees, because of the variable nature of the consideration, revenue recognition is delayed until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur, which is generally when the uncertainty associated with the variable consideration is subsequently resolved (for example, the measurement period has concluded and the hurdle rate has been exceeded). There is a risk of non-payment and, therefore, an impairment loss on these receivables is possible at each reporting date. There were no such impairment losses for the periods presented.

Distribution Fees and Other Income

Distribution fees and other income primarily includes distribution fee revenue earned in accordance with Rule 12b-1 of the Company Act of 1940, as amended, along with sales charges and underwriting fees associated with the sale of the class A shares of mutual funds. Distribution fees are computed based on average daily net assets of certain classes of each Fund and are accrued during the period in which they are earned. These fees are received in cash after the end of each monthly period within 30 days. In evaluating the appropriate timing of the recognition of these fees, the Company applied the guidance on ~~the types of changes~~up-front fees to determine whether such fees are related to the ~~terms or conditions~~transfer of ~~share-based payment awards~~a promised service (a distinct performance obligation). The Company’s conclusion is that the service being provided by G.distributors to ~~which an entity would be required to apply modification accounting under ASC 718. Specifically, an entity would not apply modification accounting if~~ the ~~fair value, vesting conditions, and classification~~customer in exchange for the fee is for the initial distribution of certain classes of the ~~awards~~mutual funds and is completed at the time of each respective sale. Any fixed amounts are recognized on the ~~same immediately before~~trade date and ~~after~~variable amounts are recognized to the ~~modification.~~extent it is probable that a significant revenue reversal will not occur once the uncertainty is resolved. For ~~all entities,~~variable amounts, as the ~~ASU~~uncertainty is ~~effective for annual~~dependent on the value of the shares at future points in time as well as the length of time the investor remains in the fund, both of which are highly susceptible to factors outside the Company’s influence, the Company does not believe that it can overcome this constraint until the market value of the Fund and the investor activities are known, which are generally monthly. Sales charges and underwriting fees associated with the sale of certain classes of the mutual funds are recognized on the trade date of the sale of the respective shares. There is a risk of non-payment and, therefore, an impairment loss on these receivables is possible at each reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. This ASU, which we did not early adopt, would not have impacted the accountingdate. There were no such impairment losses for the ~~acceleration of vesting of restricted stock awards during the nine months ended September 30, 2017.~~periods presented.

Revenue Disaggregated

The following table presents the Company’s revenue disaggregated by investment vehicle (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Investment advisory and incentive fees:
Mutual Funds	$	22,163	$	26,263	$	66,084	$	80,215
Closed-end Funds		16,218		16,475		47,232		48,555
Sub-advisory accounts		521		843		1,770		2,677
Institutional & PWM		14,771		21,500		49,319		64,421
SICAV		1,159		1,485		3,827		4,218
Performance-based		62		449		405		807
Distribution fees and other income		6,358		8,330		19,741		25,195
Total revenues	$	61,252	$	75,345	$	188,378	$	226,088

3. Investment in Securities

Investments in equity securities at September 30, ~~2017,~~2020 and December 31, ~~2016 and September 30, 2016~~2019 consisted of the ~~following:~~following (in thousands):

September 30, 2017 December 31, 2016 September 30, 2016
Cost Fair Value Cost Fair Value Cost Fair Value
(In thousands)
Trading securities:
US Government Obligations $ 59,905 $ 59,954 $ - $ - $ - $ -
Common stocks 24 31 51 54 16 16
Mutual Funds 11 11 - - - -
Total trading securities 59,940 59,996 51 54 16 16

Available for sale securities:
Common stocks 21,319 41,315 18,739 37,131 17,649 32,873
Closed-end funds 99 114 99 100 - -
Total available for sale securities 21,418 41,429 18,838 37,231 17,649 32,873

Total investments in securities $ 81,358 $ 101,425 $ 18,889 $ 37,285 $ 17,665 $ 32,889

	September 30, 2020				December 31, 2019
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
Investments in equity securities:
Common stocks	$	40,012	$	13,645	$	41,226	$	26,463
Mutual Funds		756		960		755		752
Closed-end Funds		497		466		494		511
Total investments in equity securities	$	41,265	$	15,071	$	42,475	$	27,726

~~There were no securities sold, not yet purchased at September 30, 2017, December 31, 2016 and September 30, 2016.~~

~~$59.9 million of U.S. Government Obligations are held~~Investments in ~~an escrow account for the benefit of the Convertible Note holder.~~

~~Management determines the appropriate classification of debt and~~ equity securities, atincluding the time of purchase and reevaluates such designation as of the date of each condensed consolidated statement of financial condition. Investments in United States Treasury Bills and Notes with maturities of greater than three months at the time of purchase are classified asCompany’s investments in ~~securities,~~common stocks and ~~those with maturities of three months or less at~~ the time of purchase are classified as cash equivalents. The portion of investments in securities held for resale in anticipation of short-term market movements are classified as trading securities. Trading securitiesFunds, are stated at fair value with any unrealized gains or losses reported in ~~current period~~each respective period’s earnings. ~~Available for sale (“AFS”)~~

Investments in debt securities at September 30, 2020 and December 31, 2019 consisted of the following (in thousands):

	September 30, 2020
	Amortized Cost		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses		Estimated Fair Value
Investments in debt securities:
U.S. Treasury Bills	$	104,960	$	13	$	0	$	104,973
Total investments in debt securities	$	104,960	$	13	$	0	$	104,973

	December 31, 2019
	Amortized Cost		Gross Unrecognized Holding Gains		Gross Unrecognized Holding Losses		Estimated Fair Value
Investments in debt securities:
Foreign government obligations	$	6,547	$	0	$	0	$	6,547
Total investments in debt securities	$	6,547	$	0	$	0	$	6,547

Held-to-maturity investments are stated at ~~fair value,~~amortized cost with any foreign currency remeasurement included in unrealized gains or losses ~~net~~in each respective period’s earnings. The maturity dates of ~~taxes, reported as a component~~all of ~~equity~~the Company’s investments in debt securities are less than one year.

4. Fair Value

All of the instruments within cash and cash equivalents and investments in securities are measured at fair value, except for ~~losses deemed to be other than temporary~~those investments designated as held-to-maturity. The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy in accordance with the FASB Accounting Standards Codification (“~~OTT”~~ASC”) ~~which are recorded as realized losses in the condensed consolidated statements of income.~~

Topic 820, Fair Value Measurement (“ASC 820”), guidance on fair value measurement. The ~~following table identifies all reclassifications out of accumulated other comprehensive income (“AOCI”) into income for the three and nine months ended September 30, 2017 and 2016 (in thousands):~~

Amount Affected Line Items Reason for
Reclassified in the Statements Reclassification
from AOCI Of Income from AOCI
Three Months Ended September 30,
2017 2016
$ 20 $ - Net gain from investments Realized gain on sale of AFS securities
2,821 7 Other operating expenses/net gains from investments Realized gain on donations of AFS securities
2,841 7 Income before income taxes
(1,051 ) (3 ) Income tax provision
$ 1,790 $ 4 Net income

Amount Affected Line Items Reason for
Reclassified in the Statements Reclassification
from AOCI Of Income from AOCI
Nine Months Ended September 30,
2017 2016
$ 20 $ 4 Net gain from investments Realized gain on sale of AFS securities
2,855 159 Other operating expenses/net gains from investments Realized gain on donations of AFS securities
2,875 163 Income before income taxes
(1,064 ) (61 ) Income tax provision
$ 1,811 $ 102 Net income

~~The following is a summary~~levels of the ~~cost, gross unrealized gains, gross unrealized losses and~~ fair value ~~of available for sale investments as of September 30, 2017, December 31, 2016~~hierarchy and ~~September 30, 2016:~~their applicability to the Company are described below:

September 30, 2017
Gross Gross
Unrealized Unrealized
Cost Gains Losses Fair Value
(In thousands)
Common stocks $ 21,319 $ 19,996 $ - $ 41,315
Closed-end funds 99 15 - 114
Total available for sale securities $ 21,418 $ 20,011 $ - $ 41,429

-	Level 1 - the valuation methodology utilizes quoted prices (unadjusted) in active markets for identical assets or liabilities at the reporting date. Level 1 assets include cash equivalents, government obligations, mutual funds, closed-end funds, and listed equities.
-	Level 2 - the valuation methodology utilizes 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.
-	Level 3 - the valuation methodology utilizes unobservable inputs for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability.

December 31, 2016
Gross Gross
Unrealized Unrealized
Cost Gains Losses Fair Value
(In thousands)
Common stocks $ 18,739 $ 18,392 $ - $ 37,131
Closed-end funds 99 1 - 100
Total available for sale securities $ 18,838 $ 18,393 $ - $ 37,231

September 30, 2016
Gross Gross
Unrealized Unrealized
Cost Gains Losses Fair Value
(In thousands)
Common stocks $ 17,649 $ 15,224 $ - $ 32,873
Total available for sale securities $ 17,649 $ 15,224 $ - $ 32,873

A net unrealized gain, net of taxes, for the three months ended September 30, 2017 and 2016 of $2.3 million and $0.5 million, respectively, has been included in other comprehensive income, a component of equity, at September 30, 2017 and 2016. During the three months ended September 30, 2017, proceeds from the sales of investments available for sale were approximately $321,000 and gross gains on the sale of investments available for sale amounted to $20,000 and were reclassified from other comprehensive income into net gain from investments in the condensed consolidated statements of income. There were no sales of investments available for sale for the three months ended September 30, 2016. There were no realized losses on the sale of investments available for sale for the three months ended September 30, 2017 or September 30, 2016. A net unrealized gain, net of taxes, for the nine months ended September 30, 2017 and 2016 of $1.0 million and $0.3 million, respectively, has been included in other comprehensive income, a component of equity, at September 30, 2017 and 2016, respectively. During the nine months ended September 30, 2017 and 2016, proceeds from the sales of investments available for sale were approximately $321,000 and $408,000, respectively, and gross gains on the sale of investments available for sale amounted to $20,000 and $4,000, respectively, and were reclassified from other comprehensive income into net gain from investments in the condensed consolidated statements of income. There were no realized losses on the sale of investments available for sale for the nine months ended September 30, 2017 or September 30, 2016. The basis on which the cost of a security sold is determined using specific identification. Accumulated other comprehensive income on the condensed consolidated statements of equity is primarily comprised of unrealized gains/losses, net of taxes, for AFS securities.

The Company has an established accounting policy and methodology to determine other-than-temporary impairment on available for sale securities. Under this policy, available for sale securities are evaluated for other than temporary impairments and any impairment charges are recorded in net gain/(loss) from investments on the condensed consolidated statements of income. Management reviews all available for sale securities whose cost exceeds their market value to determine if the impairment is other than temporary. Management uses qualitative factors such as diversification of the investment, the amount of time that the investment has been impaired, the intent to sell and the severity of the decline in determining whether the impairment is other than temporary.

~~There were no investments classified as available for sale that were in an unrealized loss position at September 30, 2017, December 31, 2016 or September 30, 2016.~~

~~For the three and nine months ended September 30, 2017 and 2016, there were no losses on available for sale securities that were deemed to be other than temporary.~~

~~C. Fair Value~~

The following tables ~~present information about~~summarize the Company’s assets and liabilities measured at fair value on a recurring basis by ~~major categories~~the above fair value hierarchy levels as of September 30, 2020 and December 31, 2019 (in thousands):

Assets and liabilities measured at fair value on a recurring basis as of September 30, ~~2017, December 31, 2016 and September 30, 2016 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:~~2020

Assets	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of September 30, 2020
Cash equivalents	$	19,919	$	0	$	0	$	19,919
Investments in securities:
Common stocks		13,645		0		0		13,645
Mutual Funds		960		0		0		960
Closed-end Funds		466		0		0		466
Total investments in securities		15,071		0		0		15,071
Total assets at fair value	$	34,990	$	0	$	0	$	34,990

Assets and ~~Liabilities Measured~~liabilities measured at ~~Fair Value~~fair value on a ~~Recurring Basis as of September 30, 2017 (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) 2017
Cash equivalents $ 60,702 $ - $ - $ 60,702
Investments in securities:
AFS - Common stocks 41,315 - - 41,315
AFS - Closed-end Funds 114 - - 114
US Government Obligations 59,954 - - 59,954
Trading - Common stocks 31 - - 31
Trading - Mutual Funds 11 - - 11
Total investments in securities 101,425 - - 101,425
Total assets at fair value $ 162,127 $ - $ - $ 162,127

~~Assets and Liabilities Measured at Fair Value on a Recurring Basis~~recurring basis as of December 31, ~~2016~~2019

Assets	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance as of December 31, 2019
Cash equivalents	$	85,823	$	0	$	0	$	85,823
Investments in securities:
Common stocks		26,463		0		0		26,463
Mutual funds		511		0		0		511
Closed-end funds		752		0		0		752
Total investments in securities		27,726		0		0		27,726
Total assets at fair value	$	113,549	$	0	$	0	$	113,549

Cash equivalents primarily consist of an affiliated money market mutual fund, which is invested solely in U.S. Treasuries and valued based on the net asset value of the fund.

Financial assets disclosed but not carried at fair value

The following table presents the carrying value and fair value of the Company’s investments in debt securities disclosed but not carried at fair value, including those foreign government obligations investments designated as held-to-maturity which are carried at amortized cost remeasured in U.S. dollars, as of September 30, 2020 and December 31, 2019 (in thousands):

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) 2016
Cash equivalents $ 39,638 $ - $ - $ 39,638
Investments in securities:
AFS - Common stocks 37,131 - - 37,131
AFS - Closed-end Funds 100 - - 100
Trading - Common stocks 54 - - 54
Total investments in securities 37,285 - - 37,285
Total assets at fair value $ 76,923 $ - $ - $ 76,923

	September 30, 2020				December 31, 2019
	Carrying Value		Fair Value Level 1		Carrying Value		Fair Value Level 1
U.S. Treasury Bills	$	104,960	$	104,973	$	0	$	0
Foreign government obligations		0		0		6,547		6,547
Total	$	104,960	$	104,973	$	6,547	$	6,547

~~Assets and Liabilities Measured at Fair Value on a Recurring Basis as of~~At September 30, ~~2016~~2020 and December 31, 2019, the Senior Notes were recorded at face value, net of amortized issuance costs, as follows (in thousands) on the Condensed Consolidated Statements of Financial Condition:

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) 2016
Cash equivalents $ 33,576 $ - $ - $ 33,576
Investments in securities:
AFS - Common stocks 32,873 - - 32,873
Trading - Common stocks 16 - - 16
Total investments in securities 32,889 - - 32,889
Total assets at fair value $ 66,465 $ - $ - $ 66,465

	September 30, 2020				December 31, 2019
	Carrying Value		Fair Value Level 2		Carrying Value		Fair Value Level 2
Senior notes	$	24,209	$	24,658	$	24,191	$	24,815
Total	$	24,209	$	24,658	$	24,191	$	24,815

~~During~~The carrying value of other financial assets and liabilities approximates their fair value based on the ~~quarters ended September 30, 2017 and 2016, there were no transfers between any Level 1 and Level 2 holdings, or between Level 1 and Level 3 holdings.~~short-term nature of these items.

5. Income Taxes

The effective tax rate (“ETR”) for the three months endedSeptember 30, ~~2017~~2020 and 2019 was 27.4% and 27.1%, respectively. The effective tax rate for the nine months endedSeptember 30, ~~2016~~2020 and 2019 was ~~18.8%~~30.6% and ~~31.9%~~25.8%, respectively. The ETR for the first nine months ~~ended September 30, 2017 and September 30, 2016 was 34.4% and 35.9%, respectively. The current year quarter’s ETR benefited from the reversal~~ of certain tax accruals totaling $3.6 million due to a change in accounting estimate as well as a $1.0 million tax benefit related to the charitable contribution while the prior year quarter benefited from a reversal of $2.6 million in tax accruals due to the conclusion of a state audit.

ASU 2016-09, which was issued in March 2016 and became effective for interim and annual reporting periods beginning after December 15, 2016, simplifies several aspects of accounting for employee share-based payment transactions. Upon adoption of ASU 2016-09 on January 1, 2017, our accounting for excess tax benefits has changed and adopted prospectively, resulting in recognition of excess tax benefits or tax deficiencies against income tax expenses rather than additional paid-in capital. During the three and nine months ended September 30, 2017, the ETR2020 was higher by ~~3.6% and 1.0%~~4.8%, ~~respectively,~~primarily as a result of higher non-deductibility of certain expenses as a ~~reduction to previously recorded stock compensation tax benefits.~~result of the 2017 Tax Cuts and Jobs Act.

6. Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average shares outstanding. Diluted earnings per share is calculated using the treasury stock method by dividing net income by the total weighted average shares of common stock outstanding and restricted stock awards. The computations of basic and diluted net income per share ~~are~~were as ~~follows:~~follows (in thousands, except per share amounts):

Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except per share amounts) 2017 2016 2017 2016
Basic:
Net income attributable to GAMCO Investors, Inc.'s
shareholders $ 16,600 $ 30,861 $ 64,314 $ 84,429
Weighted average shares outstanding 28,926 29,185 28,930 29,222

Basic net income per share attributable to GAMCO
Investors, Inc.'s shareholders $ 0.57 $ 1.06 $ 2.22 $ 2.89

Diluted:
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 16,600 $ 30,861 $ 64,314 $ 84,429
Add interest on convertible note, net of management fee and taxes 696 387 2,192 387
Total income attributable to GAMCO Investors, Inc.'s shareholders $ 17,296 $ 31,248 $ 66,506 $ 84,816

Weighted average share outstanding 28,926 29,185 28,930 29,222
Restricted stock awards 247 221 214 253
Assumed conversion of convertible note 2,000 1,000 2,000 336
Total 31,173 30,406 31,144 29,811

Diluted net income per share attributable to GAMCO
Investors, Inc.'s shareholders $ 0.55 $ 1.03 $ 2.14 $ 2.85

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Basic:
Net income	$	16,435	$	13,626	$	38,970	$	57,535
Weighted average shares outstanding		26,531		26,987		26,615		27,612
Basic net income per share	$	0.62	$	0.50	$	1.46	$	2.08

Diluted:
Net income	$	16,435	$	13,626	$	38,970	$	57,535

Weighted average shares outstanding		26,531		26,987		26,615		27,612
Restricted stock awards		82		106		64		64
Total		26,613		27,093		26,679		27,676

Diluted net income per share	$	0.62	$	0.50	$	1.46	$	2.08

~~F. Debt~~

~~Debt consists of the following:~~

September 30, 2017 December 31, 2016 September 30, 2016
Carrying Fair Value Carrying Fair Value Carrying Fair Value
Value Level 2 Value Level 2 Value Level 2
(In thousands)
4.5 % Convertible note $ 109,862 111,574 $ 109,835 $ 111,525 $ 109,826 $ 112,172
AC 4% PIK Note 70,000 71,755 100,000 100,930 100,000 101,347
5.875% Senior notes 24,138 24,748 24,120 24,558 24,115 25,073
Total $ 204,000 $ 208,077 $ 233,955 $ 237,013 $ 233,941 $ 238,592

~~4.5% Convertible Note~~

On August 15, 2016, the Company issued and sold a 5-year, $110 million convertible note (“Convertible Note”). The note bears interest at a rate of 4.5% per annum and is convertible into shares of the Company’s Class A Common stock (“Class A Stock”) at an initial conversion price of $55.00 per share. The Convertible Note is initially convertible into two million shares of the Company’s Class A Stock, subject to adjustment pursuant to the terms of the Convertible Note. The Company is required to repurchase the Convertible Note at the request of the holder on specified dates or after certain circumstances involving a Fundamental Change (as defined in the Convertible Note). The Company recorded $174,000 of costs in connection with the issuance of the Convertible Note. GGCP, Inc. (“GGCP”), which owns approximately 63 % of the equity interest of the Company, has deposited cash equal to the principal amount of the Note and six months interest (“Initial Deposit”) into an escrow account established pursuant to an escrow agreement by and among GGCP, the Company, the Convertible Note holder and the escrow agent. In connection with the Initial Deposit made by GGCP, the Company has agreed that GGCP has a right to demand payment in an amount equal to any funds withdrawn from the escrow account by the Convertible Note holder.

A portion of the proceeds from the sale of the Convertible Note are now held in an escrow account established pursuant to an escrow agreement dated August 15, 2016 by and among the Company, GGCP and its related parties, Cascade and JP Morgan Chase Bank, National Association, as escrow agent (the “Escrow Agreement”). On September 30, 2017, in connection with an amendment to the Escrow Agreement and in exchange for approximately 53% of the assets in the escrow account, the Company paid GGCP $60 million. The $60 million is disclosed as restricted cash and restricted investment in securities of $0.1 million and $59.9 million, respectively, on the statement of financial condition. The Escrow Agreement provides for the release to the Company of a pro rata portion of the escrowed funds upon repayment of the Convertible Note or conversion of the Convertible Note, based upon the principal amount of the Convertible Note that is converted into Class A Stock. Under the Convertible Note, Cascade has the right to claim the escrowed funds upon a payment default by the Company. It is the Company’s current plan to redeem the Convertible Note no later than February 15, 2019.

7. Debt

~~AC 4% PIK Note~~

In connection with the spin-off of AC on November 30, 2015, the Company issued a $250 million promissory note (the “AC 4% PIK Note”) payable to AC. The AC 4% PIK Note bears interest at 4.0% per annum. The original principal amount has a maturity date of November 30, 2020. Interest on the AC 4% PIK Note will accrue from the date of the last interest payment, or if no interest has been paid, from the effective date of the AC 4% PIK Note. At the election of the Company, payment of interest on the AC 4% PIK Note may be paid in kind (in whole or in part) on the then-outstanding principal amount (a “PIK Amount”) in lieu of cash. All PIK Amounts added to the outstanding principal amount of the AC 4% PIK Note will mature on the fifth anniversary from the date the PIK Amount was added to the outstanding principal of the AC 4% PIK Note. In no event may any interest be paid in kind subsequent to November 30, 2019. The Company may prepay the AC 4% PIK Note (in whole or in part) prior to maturity without penalty.

During the three and nine months ended September 30, 2017, the Company prepaid $10 million and $30 million, respectively, of principal of the AC 4% PIK Note against the principal amount due on November 30, 2018. Of the $70 million principal amount outstanding after this payment, $20 million is due on November 30, 2019, and $50 million is due on November 30, 2020. During the three and nine months ended September 30, 2016, the Company prepaid $150 million of principal of the AC 4% PIK Note. Subsequent to quarter end, the Company paid an additional $20 million of principal, thereby reducing the amount outstanding to $50 million, all of which is due on November 30, 2020.

~~5.875%~~ Senior Notes

On May 31, 2011, the Company issued 10-year, $100 million senior notes (“Senior Notes”). The Senior Notes mature on June 1, 2021 and bear interest at 5.875% per annum, payable semi-annually on June 1 and December 1 of each year and commenced on December 1, 2011. ~~Upon the occurrence of a change of control triggering event, as defined in the indenture, the Company would be required to offer to repurchase the Senior Notes at 101% of their principal amount.~~

At September 30, ~~2017,~~2020 and December 31, ~~2016 and September 30, 2016,~~2019, the debt was recorded at its face value, net of issuance costs, of ~~$24.1 million, $24.1 million and $24.1 million, respectively.~~$24.2 million.

~~The fair value of the Company~~

8. Stockholders’s debt, which is a Level 2 valuation, is estimated based on either quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities or using market standard models. Inputs in these standard models include credit rating, maturity and interest rate.

~~G. Stockholders~~’ Equity

Shares outstanding were ~~29.2 million, 29.5~~27.5 million and ~~29.5~~27.4 million on September 30, ~~2017,~~2020 and December 31, ~~2016 and September 30, 2016,~~2019, respectively.

~~Dividends~~

Record Payment
Date Date Amount

Three months ended March 31, 2017 March 14, 2017 March 28, 2017 $ 0.02
Three months ended June 30, 2017 June 27, 2017 July 11, 2017 0.02
Three months ended September 30, 2017 September 12, 2017 September 26, 2017 0.02
Nine months ended September 30, 2017 $ 0.06

Record Payment
Date Date Amount

Three months ended March 31, 2016 March 15, 2016 March 29, 2016 $ 0.02
Three months ended June 30, 2016 June 14, 2016 June 28, 2016 0.02
Three months ended September 30, 2016 September 13, 2016 September 27, 2016 0.02
Nine months ended September 30, 2016 $ 0.06

Voting Rights

The holders of class A common stock of GBL (“Class A ~~Stock~~Stock”) and ~~Class~~class B ~~Common~~common stock of GBL (“Class B Stock”) have identical rights except that (i) holders of Class A Stock are entitled to ~~one~~1 vote per share, while holders of Class B Stock are entitled to ~~ten~~10 votes per share, on all matters to be voted on by shareholders in general, and (ii) holders of Class A Stock are not eligible to vote on matters relating exclusively to Class B Stock and vice versa.

Authorized shares

On June 5, 2020, shareholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the total number of authorized shares of Class B Stock from 100,000,000 shares to 25,000,000 shares.

Stock Award and Incentive Plan

The Company maintains ~~two Plans~~a stock award and incentive plan approved by the shareholders (the “Plan”), which ~~are~~is designed to provide incentives which will attract and retain individuals key to the success of GBL through direct or indirect ownership of our common stock. A maximum of 7.5 million shares of Class A Stock have been reserved for issuance under the Plan by a committee of GBL’s board of directors (the “Board of Directors”) responsible for administering the Plan (“Compensation Committee”). Benefits under the ~~Plans~~Plan 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~~Under the Plan, the Compensation Committee may grant restricted stock awards (“RSAs”), each of ~~7.5 million shares~~which entitles the grantee to one share of Class A Stock have been reserved for issuance under the Plans by a committee of the Board of Directors responsible for administering the Plans (“Compensation Committee”). Under the Plans, the committee may grant RSAssubject to restrictions, and either incentive or nonqualified stock options, with a term not to exceed ten years from the grant date and at an exercise price that the ~~committee~~Compensation Committee may ~~determine.~~determine, which were recommended by the Company’s Chairman who did not receive any awards.

On June 30, 2019, 264,900 RSAs were issued at a grant price of $19.17 per RSA. On March 5, 2020, 392,700 RSAs were issued at a grant price of $14.31 per RSA.

As of September 30, ~~2017,~~2020 and December 31, ~~2016 and September 30, 2016,~~2019, there were ~~164,050~~1,019,950 and 660,950, respectively, of these RSAs outstanding with weighted average grant prices per RSA ~~shares, 424,340 RSA shares~~of $19.52 and ~~427,290 RSA shares~~$22.67, respectively, and 10,000 stock options outstanding ~~respectively, that were previously issued at~~with an ~~average weighted grant~~exercise price of $66.84, $65.74 and $65.72, respectively. These RSA grants occurred prior to the spin-off of Associated Capital (“AC”). On November 30, 2015, pursuant to the spin-off, all RSA grant holders received shares of AC’s Class A common stock as a result of their ownership of their GAMCO unvested RSAs (one share of AC for each share of GBL). All grants of the RSA shares were recommended by the Company's Chairman, who did not receive a RSA, and approved by the Compensation Committee. This expense, net of estimated forfeitures, is recognized over the vesting period for these awards which is either (1) 30% over three years from the date of grant and 70% over five years from the date of grant or (2) 30% over three years from the date of grant and 10% each year over years four through ten from the date of grant. During the vesting period, dividends to RSA holders are held for them until the RSA vesting dates and are forfeited if the grantee is no longer employed by the Company on the vesting dates. Dividends declared on these RSAs, less estimated forfeitures, are charged to retained earnings (deficit) on the declaration date.$25.55.

On June 1, 2017, the Compensation Committee of AC accelerated the vesting of all 420,240 AC RSAs outstanding effective June 15, 2017. As a result, GBL recorded an incremental $3.7 million of stock-based compensation expense for the nine months ended September 30, 2017. This amount related to GBL teammates who held AC RSAs. There will be no further expense related to these AC RSAs recorded by GBL after the second quarter ended June 30, 2017.

On August 7, 2017, the Compensation Committee of GBL accelerated the vesting relating to 201,120 of GBL RSAs outstanding effective August 31, 2017. As a result, GBL recorded an incremental $1.8 million of stock-based compensation expense for the three and nine months ended September 30, 2017. There continue to be 164,050 GBL RSAs outstanding that were not vested as part of this acceleration which will result in recognition of expense as these RSAs continue to vest. See table below for impact by quarter.

ASU 2016-09, which was issued in March 2016 and became effective for interim and annual reporting periods beginning after December 15, 2016, simplifies several aspects of accounting for employee share-based payment transactions. Upon adoption of ASU 2016-09 on January 1, 2017, the Company elected not to change its accounting policy on forfeitures and continue to estimate forfeitures rather than accounting for forfeitures as they occur, an alternative allowed under ASU 2016-09. The Company’s accounting treatment for excess tax benefits or tax deficiencies also changed with the adoption of ASU 2016-09 on January 1, 2017. Excess tax benefits or tax deficiencies are now required to be recorded within the income tax expense line in the consolidated statement of income rather than to additional paid-in capital within the condensed consolidated statement of financial condition. During the three and nine months ended September 30, 2017, the Company reduced previously recorded tax benefits relating to RSA expense by $0.7 million and $1.0 million, respectively, on RSAs that vested.

For the three months endedSeptember 30, ~~2017~~2020 and ~~September 30, 2016, we~~2019, the Company recognized stock-based non-cash compensation expense of ~~$2.1~~$1.0 million and ~~$1.2~~$0.8 million, respectively. For the nine months ended September 30, ~~2017~~2020 and ~~September 30, 2016, we~~2019, the Company recognized stock-based non-cash compensation expense of ~~$7.2~~$3.1 million and ~~$3.3~~$2.0 million, respectively. The three month amount for 2017 includes the $1.8 million related to the GBL RSA accelerated vesting mentioned above. The nine month amount for 2017 includes the $1.8 million related to the GBL RSAs’ accelerated vesting and the $3.7 million related to the AC RSAs’ accelerated vesting both mentioned above. All stock-based compensation expense in future periods for grants currently outstanding will relate to GBL RSAs only.

~~Actual and projected stock-based compensation expense for RSA shares for the years ended December 31, 2016 through December 31, 2024 is as follows (in thousands):~~

2016 2017 2018 2019 2020 2021 2022 2023 2024
Q1 $ 1,037 $ 699 $ 144 $ 113 $ 72 $ 49 $ 32 $ 17 $ 4
Q2 1,036 4,381 141 113 68 49 32 17 4
Q3 1,186 2,103 126 101 57 39 24 10 2
Q4 691 157 113 90 49 32 17 4 -
Full Year $ 3,950 $ 7,340 $ 524 $ 417 $ 246 $ 169 $ 105 $ 48 $ 10

The total compensation ~~cost~~costs related to non-vested ~~RSAs~~awards to teammates, excluding the CEO who received none, not yet recognized iswas approximately ~~$1.7~~$11.3 million as of September 30, ~~2017.~~2020.

On April 1, 2019, the deferred cash compensation agreement (“DCCA”) with the CEO covering compensation from the fourth quarter of 2017 vested in accordance with the terms of the agreement and a cash payment in the amount of $11.0 million was made to the CEO. This payment was reduced by $4.5 million resulting from the DCCA being indexed to the GBL stock price and utilizing the lesser of the volume weighted average price (“VWAP”) on the vesting date ($20.7916) versus the VWAP over the fourth quarter of 2017 ($29.1875). On January 2, 2020, the DCCA with the CEO covering compensation from 2016 vested in accordance with the terms of the agreement and a cash payment in the amount of $43.7 million was made to the CEO. This payment was reduced by $32.3 million resulting from the DCCA being indexed to the GBL stock price and utilizing the lesser of the VWAP on the vesting date ($18.8812) versus the VWAP over 2016 ($32.8187).

Stock Repurchase Program

In March 1999, ~~GAMCO's~~the Board of Directors established ~~the Stock~~a stock repurchase program (the “Stock Repurchase ~~Program~~Program”) to grant management the authority to repurchase shares of ~~our~~ Class A ~~Common~~Stock. In May 2019, the Board of Directors increased the buyback authorization by 1,212,759 shares of Class A Stock. On ~~May 3, 2017, our~~March 18, 2020, the Board of Directors authorized an ~~incremental 500,000~~increase to purchase $30 million of its outstanding Class A Stock, which resulted in a modification in the form of the authorization from previously being stated in shares to ~~be added to the current buyback authorization.~~ being stated in dollars. On August ~~3, 2017, our~~4, 2020, the Board of Directors authorized ~~an incremental 425,352~~a share repurchase of 3,000,000 shares ~~to be added to the current buy back authorization.~~of its outstanding Class A Stock, which replaced any outstanding share repurchase authorizations.

On April 16, 2019 and September 16, 2019, GAMCO repurchased 1.2 million and 70 thousand shares, respectively, of Class A Stock at $21.00 and $20.07 per share, respectively, in private transactions. For the three months ended September 30, ~~2017~~2020 and ~~September 30, 2016,~~2019, outside of the private transaction, the Company repurchased ~~131,480 shares~~133,383 and ~~223,811~~123,743 shares, respectively, at an average price per share of ~~$29.42~~$12.26 and ~~$31.50, respectively.~~ $19.26, respectively. For the nine months ended September 30, ~~2017~~2020 and ~~September 30, 2016,~~2019, outside of the private transactions, the Company repurchased ~~290,300 shares~~254,180 and ~~266,846~~397,499 shares, respectively, at an average price per share of ~~$29.71~~$13.19 and ~~$31.41,~~$19.46, respectively. ~~From the inception of the program through September 30, 2017, 10,191,640 shares have been repurchased at an average price of $43.90 per share.~~ At September 30, ~~2017,~~2020, the total shares available under the ~~program~~Stock Repurchase Program to be repurchased in the future were ~~868,520.~~2,916,775. The Stock Repurchase Program is not subject to an expiration date.

On March 11, 2020, GAMCO commenced an offer to purchase up to $30 million in aggregate purchase price of its Class A Stock, pursuant to which holders of shares were invited to tender some or all of their shares at a price within the range of $15.00 to $17.00 per share, which would have enabled GAMCO to purchase for cash up to 2,000,000 shares of its Class A common stock (such offer, the “Offer”). The Offer which was due to expire on April 8, 2020, was terminated on March 18, 2020 as a result of the suspension of trading and market index conditions of the Offer not having been satisfied. As a result of this termination, no shares were purchased in the Offer and all shares previously tendered and not withdrawn were promptly returned to tendering holders.

Dividends

During the three months ended September 30, 2020 and 2019, the Company declared dividends of $0.02 per share to shareholders of Class A Stock and Class B Stock. During the nine months endedSeptember 30, 2020 and 2019, the Company declared dividends of $0.06 per share to shareholders of Class A Stock and Class B Stock.

Shelf Registration

~~On May 4, 2015,~~

In April 2018, the ~~Securities and Exchange Commission (“SEC”)~~SEC declared effective the Company’s “shelf” registration statement ~~filed by the Company. The “shelf” provides~~on Form S-3 giving the Company ~~with~~ the flexibility ~~of issuing~~to sell any combination of senior and ~~subordinated~~subordinate debt securities, convertible debt securities, and equity securities (including common and preferred ~~securities~~securities) up to a total amount of $500 ~~million and replaced the existing~~million. The shelf ~~registration which expired in May 2015. As of September 30, 2017, $500 million~~ is available ~~on the shelf.~~through April 2021, at which time it may be renewed.

~~H. Related Party Transactions~~

In connection with the issuance of the Convertible Note in August 2016, GGCP deposited cash of approximately $112.5 million, equal to the principal amount of the Convertible Note and six months interest, into an escrow account established pursuant to an escrow agreement by and among GGCP, the Company, the Convertible Note holder and the escrow agent. The Company paid the annual costs of setting up the escrow account in the amount of $55,000 and will continue to pay them as long as the escrow account is open. The Company did not pay any fees to GGCP in connection with the funding of the escrow account. On September 30, 2017, in connection with an amendment to the Escrow Agreement and in exchange for approximately 53% of the assets in the escrow account, the Company paid GGCP $60 million. See Note F. Debt for additional details.

I.9. Goodwill and Identifiable Intangible Assets

Goodwill is initially measured as the excess of the cost of the acquired business over the sum of the amounts assigned to assets acquired less the liabilities assumed. At September 30, 2020 and December 31, 2019, there was goodwill of $0.2 million maintained on the Condensed Consolidated Statements of Financial Condition related to G.distributors.

As a result of becoming the advisor to the Gabelli Enterprise Mergers and Acquisitions Fund (the “Enterprise Fund”) and the associated consideration paid, the Company maintains an identifiable intangible asset of ~~$1.9~~$1.3 million ~~within other assets on the condensed consolidated statements of financial condition~~ at September 30, ~~2017,~~2020 and $1.9 million at December 31, ~~2016 and September 30, 2016.~~2019. The investment advisory agreement for the Enterprise Fund is next up for renewal in February 2021. As a result of becoming the advisor to the Bancroft Fund Ltd. (the “Bancroft Fund”) and the Ellsworth Growth and Income Fund Ltd. (the “Ellsworth Fund”) and the associated consideration paid, the Company maintains an identifiable intangible asset of $1.6 million at September 30, 2020 and December 31, 2019. The investment advisory agreements for the Bancroft Fund and the Ellsworth Fund are next up for renewal in August 2021. Each of these investment advisory agreements are subject to annual renewal by the ~~fund's Board~~respective fund’s board of ~~Directors,~~directors, which the Company expects to be renewed, and the Company does not expect to incur additional expense as a result, which is consistent with other investment advisory agreements entered into by the Company. The advisory contract is next up for renewal in February 2018. On November 1, 2015, as a result of becoming the advisor to the Bancroft Fund Ltd. and the Ellsworth Growth and Income Fund Ltd. and the associated consideration paid, the Company maintains an identifiable intangible asset of $1.6 million within other assets on the condensed consolidated statement of financial condition at September 30, 2017, December 31, 2016 and September 30, 2016. The advisory contracts for the Bancroft Fund Ltd. and the Ellsworth Growth and Income Fund Ltd. are both next up for renewal in August 2018.

The Company assesses the recoverability of ~~this~~goodwill and intangible ~~asset~~assets at least annually, or more often should events warrant. In December 2019, a novel strain of coronavirus (“COVID-19”) surfaced in China and has since spread quickly to numerous countries, including the United States. On March 11, 2020, COVID-19 was identified as a global pandemic by the World Health Organization. In response to its spread, governmental authorities have imposed restrictions on travel and congregation and the temporary closure of many non-essential businesses in affected jurisdictions, including, beginning in March 2020, in the United States. The pandemic and resulting economic dislocations have had adverse consequences for the portfolios of the Funds, including the Enterprise Fund, Bancroft Fund, and Ellsworth Fund. For the three months and nine months ended September 30, 2020, as a result of the dislocations in the financial markets resulting from COVID-19, impairment analyses were performed which resulted in $0 and $589 thousand impairment charges, respectively, to the identifiable intangible asset related to the Enterprise Fund included within other operating expenses on the Condensed Consolidated Statements of Income. There was 0 impairment charge recorded to the identifiable intangible asset related to the Bancroft Fund or Ellsworth Fund. There were no indicators of impairment for the three months or nine months ended September 30, ~~2017 or September 30, 2016,~~2019 and, as such, there was no impairment analysis performed or charge ~~recorded.~~recorded for such periods.

10. Commitments and Contingencies

From time to time, the Company may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions, or other relief. For ~~any~~ such matters, if any, the ~~condensed~~ consolidated financial statements include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether there exist losses which may be reasonably possible and will, if material, make the necessary disclosures. However, management believes such amounts, both those that are probable and those that are reasonably possible, are not material to the Company’s financial condition, operations, or cash flows at September 30, ~~2017.~~2020.

~~K. Subsequent Events~~Leases

On ~~September 30, 2017, GAMCO~~December 5, 1997, the Company entered into a ~~third deferred compensation agreement~~fifteen-year lease, expiring on April 30, 2013, of office space from an entity controlled by members of the Chairman’s family. On June 11, 2013, the Company modified and extended its lease with ~~Mr. Gabelli for~~M4E, LLC, the ~~period of October 1, 2017~~Company’s landlord at One Corporate Center, Rye, NY. The lease term was extended to December 31, ~~2017. Mr. Gabelli’s variable cash compensation~~2028 and the base rental remained at $18 per square foot, or $1.1 million, for 2014. For each subsequent year through December 31, 2028, the base rental is determined by the change in the consumer price index for the New York Metropolitan Area for November of the immediate prior year with the base period as November 2008 for the New York Metropolitan Area.

This lease has been accounted for as a finance lease under FASB ASC Topic 842 (and prior to 2019, as a capital lease under FASB ASC Topic 840, Leases) as it transfers substantially all the benefits and risks of ownership to the Company. The Company has recorded the leased property as an asset and a lease obligation for the present value of the obligation of the leased property. The leased property is amortized on a straight-line basis from the date of the most recent extension to the end of the lease. The lease obligation is amortized over the same term using the interest method of accounting. Finance lease improvements are amortized from the date of expenditure through the end of the lease term or the useful life, whichever is shorter, on a straight-line basis. The lease provides that ~~period will vest~~all operating expenses relating to the property (such as property taxes, utilities, and maintenance) are to be paid by the lessee, GAMCO. These are recognized as expenses in the periods in which they are incurred. Accumulated amortization on the leased property at September 30, 2020 and December 31, 2019 was approximately $5.4 million and $5.2 million, respectively.

The Company also rents office space under operating leases, which expire at various dates through May 31, 2024.

The following table summarizes the Company’s leases for the periods presented (in thousands, except lease term and discount rate):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Finance lease cost - interest expense	$	264		$	268		$	800		$	810
Finance lease cost - amortization of right-of-use asset		66			67			200			200
Operating lease cost		104			172			284			551
Sublease income		(46	)		(121	)		(138	)		(364	)
Total lease cost	$	388		$	386		$	1,146		$	1,197

Other information:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance lease	$	0		$	0		$	0		$	0
Operating cash flows from operating leases		87			177			240			602
Financing cash flows from finance lease		56			46			160			132
Total cash paid for amounts included in the measurement of lease liabilities	$	143		$	223		$	400		$	734
Right-of-use assets obtained in exchange for new operating lease liabilities	$	0		$	0		$	324		$	1,431
Weighted average remaining lease term—finance lease (years)		8.3			9.3			8.3			9.3
Weighted average remaining lease term—operating leases (years)		2.2			2.8			2.2			2.8
Weighted average discount rate—finance lease		19.1	%		19.1	%		19.1	%		19.1	%
Weighted average discount rate—operating leases		5.0	%		5.0	%		5.0	%		5.0	%

The finance lease right-of-use asset, net of amortization, at September 30, 2020 and December 31, 2019 was $1.7 million and $1.9 million, respectively, and the operating right-of-use assets, net of amortization, were $0.9 million and $0.8, respectively, and these right-of-use assets were included within other assets in the Condensed Consolidated Statements of Financial Condition.

The following table summarizes the maturities of lease liabilities at September 30, 2020 (in thousands):

Year ending December 31,	Finance Leases			Operating Leases			Total Leases
2020 (excluding the nine months ended September 30, 2020)	$	319		$	103		$	422
2021		1,080			346			1,426
2022		1,080			279			1,359
2023		1,080			184			1,264
2024		1,080			61			1,141
Thereafter		4,320			0			4,320
Total lease payments	$	8,959		$	973		$	9,932
Less imputed interest		(4,509	)		(73	)		(4,582	)
Total lease liabilities	$	4,450		$	900		$	5,350

The finance lease contains an escalation clause tied to the change in the New York Metropolitan Area Consumer Price Index, which may cause the future minimum payments to exceed the amounts shown above. Future minimum lease payments have not been reduced by related minimum future sublease rentals of approximately $0.7 million due over the next four years, which are due from affiliated entities. Future minimum lease payments have also not been reduced by future sublease payments of approximately $15 thousand per month from Associated Capital Group, Inc. (“AC”) pursuant to AC’s lease agreement that expired on March 31, 2019, which was extended on the same terms and conditions on a month-to-month basis commencing on April 1, 2019.

11. Shareholder-Designated Contributions

During 2013, the Company established a Shareholder Designated Charitable Contribution program. Under the program, each shareholder is eligible to designate a charity to which the Company would make a donation based upon the actual number of shares registered in the shareholder’s name. Shares held in nominee or street name are not eligible to participate. For ~~GAAP accounting purposes,~~ the three and nine months ended September 30, 2020 and 2019, the Company recorded a charge of $5.4 million and $4.5 million, respectively, or $0.25 and $0.20, respectively, per share, which were included in shareholder-designated contributions on the Condensed Consolidated Statements of Income.

12. Related Party Transactions

On December 26, 2018, the Chief Executive Officer (“CEO”) of the Company elected to irrevocably waive all of his compensation ~~earned~~that he would otherwise have been entitled to for the period from ~~October~~January 1, ~~2017 to December 31, 2017 will be expensed ratably from October 1, 2017~~2019 to March 31, 2019.

On ~~October 3, 2017,~~August 27, 2019, the CEO elected to irrevocably waive all of his compensation that he would otherwise have been entitled to for the period from September 1, 2019 to November 30, 2019. On June 30, 2020, the CEO of the Company ~~paid an additional $20~~elected to irrevocably waive all of his compensation that he would otherwise have been entitled to for the period from July 1, 2020 to November 10, 2020, allowing the Company to cover teammate healthcare costs for July 1, 2020 through December 31, 2020. For the three months ended September 30, 2020 and 2019, the waivers reduced compensation by $8.5 million and $3.6 million, respectively, and management fee by $1.4 million and $0.6 million, respectively. For the nine months ended September 30, 2020 and 2019, the waivers reduced compensation by $8.5 million and $15.8 million, respectively, and management fee by $1.4 million and $2.3 million, respectively.

13. Regulatory Requirements

The Company’s broker-dealer subsidiary, G.distributors, is subject to certain net capital requirements. G.distributors computes its net capital under the alternative method permitted, which requires minimum net capital of ~~principal relating~~the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3 promulgated under the Securities Exchange Act of 1934, as amended. The requirement was $250,000 for the broker-dealer at September 30, 2020. At September 30, 2020, G.distributors had net capital, as defined, of approximately $2.6 million, exceeding the regulatory requirement by approximately $2.3 million. Net capital requirements for the Company’s affiliated broker-dealer may increase in accordance with the rules and regulations applicable to broker-dealers to the ~~AC 4% PIK Note, thereby reducing~~extent G.distributors engages in other business activities.

14. Subsequent Events

From October 1, 2020 to November 6, 2020, the ~~amount outstanding to $50 million, all of which is due on November 30, 2020.~~Company repurchased 29,008 shares at $12.62 per share.

On November ~~7, 2017,~~6, 2020, the Board of Directors declared its regular quarterly dividend of $0.02 per share to all of ~~its~~the Company’s shareholders, payable on ~~January 10, 2018~~December 29, 2020 to shareholders of record on December ~~27, 2017.~~15, 2020.

~~From October 1, 2017 to November 7, 2017, the Company repurchased 31,100 shares at $29.11 per share.~~

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

~~Overview~~Unless indicated otherwise, or the context otherwise requires, references in this report to “GAMCO Investors, Inc.,” “GAMCO,” “the Company,” “the Firm,” “GBL,” “we,” “us,” and “our” or similar terms are to GAMCO Investors, Inc., its predecessors, and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this Form 10-Q contains 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,” “will,” “should,” “may,” 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 beliefs 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 may cause our actual results to differ from our expectations include risks associated with the duration and scope of the ongoing coronavirus pandemic resulting in volatile market conditions, a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, a general downturn in the economy that negatively impacts our operations, and the ongoing impacts of the Tax Cuts and Jobs Act with respect to tax rates and the non-deductibility of certain portions of named executive officer compensation. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We also direct your attention to any more specific discussions of risk contained in our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other public filings. 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.

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Form 10-Q. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A of this Form 10-Q “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-Q.

GAMCO ~~through~~(New York Stock Exchange (“NYSE”): GBL), a company incorporated under the ~~Gabelli brand, well~~laws of Delaware, is known for its ~~Private Market Value (PMV) with a Catalyst~~^TM ~~investment~~research-driven approach~~is a widely-recognized provider of investment advisory services~~ to open-end funds, closed-end funds, and institutional and private wealth management investors principally in the United States. Through G.distributors, LLC (“G.distributors”), we provide open-end fund distribution. We generally manage assets on a fully discretionary basis and invest in a variety of U.S. and international securities through various investment styles. Our revenues are based primarily on the Company’s levels of assets under management and fees associated with our various investment products.

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, on revenues.

~~We conduct our~~investing. GAMCO conducts its investment advisory business principally through ~~the following~~two subsidiaries: GAMCO Asset Management Inc. ~~(Institutional~~(“GAMCO Asset”) (approximately 1,500 institutional and ~~Private Wealth Management)~~private wealth separate accounts (“Institutional and PWM”), principally in the U.S.) and Gabelli Funds, LLC ~~(Funds)~~(“Gabelli Funds”) (24 open-end funds, one société d’investissement à capital variable (“SICAV”), and 16 closed-end funds). GAMCO serves a broad client base including institutions, intermediaries, offshore investors, private wealth, and direct retail investors. The distribution of ~~our open-end~~mutual funds is conducted through G.distributors, ~~our~~LLC (“G.distributors”), the Company’s broker-dealer subsidiary.

~~Assets~~GAMCO offers a wide range of solutions across Value and Growth Equity, ESG-SRI, Convertibles, sector-focused strategies including Gold and Utilities, Merger Arbitrage, and Fixed Income. In 1977, GAMCO launched its flagship All Cap Value strategy, Gabelli Value, and in 1986 launched its mutual fund business. In addition to its Value strategies, for over 30 years the firm has managed solutions in Growth Equity, Convertibles, SRI, and Merger Arbitrage.

As of September 30, 2020, we had $29.7 billion of assets under management (“AUM”) ~~were $43.1~~.

In December 2019, a novel strain of coronavirus (“COVID-19”) surfaced in China and has since spread quickly to numerous countries, including the United States. On March 11, 2020, COVID-19 was identified as a global pandemic by the World Health Organization. In response to its spread, governmental authorities have imposed restrictions on travel and congregation and the temporary closure of many non-essential businesses in affected jurisdictions, including, beginning in March 2020, in the United States. As world leaders focused on the unprecedented human and economic challenges of COVID-19, global equity markets plunged as the coronavirus pandemic spread. In March, the unfolding events led to the worst month for stocks since 2008 and the worst first quarter since 1937. In the second and third quarters, as a result of unprecedented fiscal and monetary stimulus and the fast tracking of potential COVID-19 vaccines, the markets have rebounded strongly. The pandemic and resulting economic dislocations have had adverse consequences on our AUM, resulting in decreased revenues, partially offset by decreased variable operating and compensation expenses. As a result of this pandemic, the majority of our employees (“teammates”) are working remotely. However, there has been no material impact of remote work arrangements on our operations, including our financial reporting systems, internal control over financial reporting, and disclosure controls and procedures, and there has been no material challenge in implementing our business continuity plan.

Past and Future - Giving Back to Society

Generating returns for our stakeholders is not the sole gauge we use in measuring our success. Since the inception of GAMCO’s shareholder-designated charitable contribution (“SDCC”) program in 2013, shareholders have designated contributions of over $31 million to over 280 501(c)(3) initiatives. Most recently, the SDCC approved by our Board of Directors in August 2020 will provide an estimated $5.4 million to shareholder designated 501(c)(3) organizations. This program underscores our commitment to managing socially responsible portfolios since 1987, which has evolved to include integrating environmental, social, and governance (ESG) factors into the analysis of companies and the structuring of portfolios.

Since our initial public offering (“IPO”) in February 1999, approximately $62 million has been donated to charities by us, including the current year’s SDCC.

Assets Under Management

AUM was $29.7 billion as of September 30, ~~2017, an increase~~2020, a decrease of ~~$1.8~~$6.0 billion, or ~~4.3%~~16.8%, ~~from June 30, 2017 of $41.3 billion and an increase of $3.5 billion, or 8.9%~~ from the September 30, ~~2016~~2019 AUM of ~~$39.6~~$35.7 billion. The third quarter ~~2017~~2020 activity consisted of $1.6 billion of market appreciation, net cash outflows of ~~$213 million, $1.8~~$1.1 billion, ~~of market appreciation~~ and recurring distributions, net of reinvestments, from ~~open-end~~the mutual and closed-end funds (the “Funds”) of ~~$140~~$133 million. Average total AUM was ~~$42.3~~$30.3 billion in the ~~2017~~third quarter of 2020 versus ~~$39.9~~$36.0 billion in the ~~prior year period, an increase~~third quarter of ~~6.0%~~2019, a decrease of 15.8%.

~~In addition to management fees, we~~We earn incentive fees for certain ~~institutional~~ client assets, ~~certain~~ assets attributable to certain preferred issues offor our closed-end ~~funds and~~Funds, our GDL Fund (NYSE: GDL)., the Gabelli Merger Plus⁺ Trust Plc (LSE: GMP), and the GAMCO Merger Arbitrage Fund. As of September 30, ~~2017,~~2020, assets ~~under management~~ with incentive based fees were ~~$3.0~~$1.0 billion, ~~$0.2 billion higher than~~44.4% below the ~~$2.8 billion on June 30, 2017 and $0.6 billion higher than the $2.4~~$1.8 billion on September 30, ~~2016.~~2019. The majority of these assets have calendar year-end measurement periods; therefore, our incentive fees are primarily recognized in the fourth quarter when the uncertainty is removed at the end of the annual measurement period.

~~The Company reported Assets Under Management as follows~~Roll-forward of AUM (in millions):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Equities:
Mutual Funds
Beginning of period assets	$	8,651		$	11,016		$	10,481		$	10,589
Market appreciation (depreciation)		527			31			(446	)		1,514
Net flows		(313	)		(461	)		(1,154	)		(1,500	)
Fund distributions, net of reinvestment		(10	)		(18	)		(26	)		(35	)
End of period assets	$	8,855		$	10,568		$	8,855		$	10,568

Closed-end Funds
Beginning of period assets	$	6,859		$	7,646		$	8,005		$	6,959
Market appreciation (depreciation)		423			(36	)		(295	)		854
Net flows		(142	)		(4	)		(303	)		51
Fund distributions, net of reinvestment		(123	)		(130	)		(390	)		(388	)
End of period assets	$	7,017		$	7,476		$	7,017		$	7,476

Institutional & PWM
Beginning of period assets	$	10,455		$	15,332		$	14,565		$	14,078
Market appreciation (depreciation)		632			(240	)		(1,811	)		1,950
Net flows		(548	)		(933	)		(2,215	)		(1,869	)
End of period assets ^(a)	$	10,539		$	14,159		$	10,539		$	14,159

~~Table I: Fund Flows - 3rd Quarter 2017~~

Fund
Market distributions,
June 30, appreciation/ Net cash net of September 30,
2017 (depreciation) flows reinvestments 2017
Equities:
Open-end Funds $ 13,574 $ 517 $ (305 ) $ (24 ) $ 13,762
Closed-end Funds 7,359 249 176 (116 ) 7,668
Institutional & PWM - direct 13,437 613 (157 ) - 13,893
Institutional & PWM - sub-advisory 5,048 368 (70 ) - 5,346
SICAV (a) 421 10 73 - 504
Total Equities 39,839 1,757 (283 ) (140 ) 41,173
Fixed Income:
Money-Market Fund 1,813 4 73 - 1,890
Institutional & PWM 29 - (3 ) - 26
Total Fixed Income 1,842 4 70 - 1,916
Total Assets Under Management $ 41,681 $ 1,761 $ (213 ) $ (140 ) $ 43,089

(a) ~~Adjusted to include Merger Arbitrage of $371 million at June 30, 2017.~~

~~Table II: Fund Flows - Year to date September 2017~~

Fund
Market distributions,
December 31, appreciation/ Net cash net of September 30,
2016 (depreciation) flows reinvestments 2017
Equities:
Open-end Funds $ 13,462 $ 1,354 $ (1,009 ) $ (45 ) $ 13,762
Closed-end Funds 7,150 712 162 (356 ) 7,668
Institutional & PWM - direct 13,441 1,523 (1,071 ) - 13,893
Institutional & PWM - sub-advisory 3,783 522 1,041 (b) - 5,346
SICAV (a) 320 29 155 - 504
Total Equities 38,156 4,140 (722 ) (401 ) 41,173
Fixed Income:
Money-Market Fund 1,767 9 114 - 1,890
Institutional & PWM 31 - (5 ) - 26
Total Fixed Income 1,798 9 109 - 1,916
Total Assets Under Management $ 39,954 $ 4,149 $ (613 ) $ (401 ) $ 43,089

~~(a) Adjusted to include Merger Arbitrage of $270 million at December 31, 2016.~~

~~(b)~~ Includes ~~$1.2 billion from being approved as the sub-advisor on two sub-advisory entities as of February 27, 2017.~~

~~Table III: Assets Under Management by Quarter~~

% Change From
September 30, June 30, September 30, June 30, September 30,
2017 2017 2016 2017 2016
Equities:
Open-end Funds $ 13,762 $ 13,574 $ 13,799 1.4 % (0.3 %)
Closed-end Funds 7,669 7,359 7,178 4.2 6.8
Institutional & PWM - direct 13,893 13,437 13,245 3.4 4.9
Institutional & PWM - sub-advisory 5,346 5,048 3,542 5.9 50.9
SICAV (a) 504 50 42 908.0 1,100.0
Total Equities 41,174 39,468 37,806 4.3 8.9
Fixed Income:
Money-Market Fund 1,890 1,813 1,738 4.2 8.7
Institutional & PWM 26 29 37 (10.3 ) (29.7 )
Total Fixed Income 1,916 1,842 1,775 4.0 7.9
Total Assets Under Management $ 43,090 $ 41,310 $ 39,581 4.3 % 8.9 %

~~Institutional & PWM - direct includes $280 million, $300~~$196 million and ~~$286~~$237 million of ~~Money Market~~100% U.S. Treasury Fund AUM at September 30, ~~2017, June 30, 2017~~2020 and2019, respectively.

Roll-forward of AUM (in millions) (continued)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019

SICAV
Beginning of period assets	$	451		$	538		$	594		$	507
Market appreciation (depreciation)		27			(17	)		7			(5	)
Net flows		(41	)		29			(164	)		48
End of period assets	$	437		$	550		$	437		$	550

Total Equities
Beginning of period assets	$	26,416		$	34,532		$	33,645		$	32,133
Market appreciation (depreciation)		1,609			(262	)		(2,545	)		4,313
Net flows		(1,044	)		(1,369	)		(3,836	)		(3,270	)
Fund distributions, net of reinvestment		(133	)		(148	)		(416	)		(423	)
End of period assets	$	26,848		$	32,753		$	26,848		$	32,753

Fixed Income:
100% U.S. Treasury fund
Beginning of period assets	$	2,921		$	2,375		$	2,810		$	2,195
Market appreciation (depreciation)		-			14			14			42
Net flows		(99	)		532			(2	)		684
End of period assets	$	2,822		$	2,921		$	2,822		$	2,921

Institutional & PWM
Beginning of period assets	$	19		$	17		$	20		$	26
Market appreciation (depreciation)		-			1			-			(1	)
Net flows		3			-			2			(7	)
End of period assets	$	22		$	18		$	22		$	18

Total Fixed Income
Beginning of period assets	$	2,940		$	2,392		$	2,830		$	2,221
Market appreciation (depreciation)		-			15			14			41
Net flows		(96	)		532			-			677
End of period assets	$	2,844		$	2,939		$	2,844		$	2,939

Total AUM
Beginning of period assets	$	29,356		$	36,924		$	36,475		$	34,354
Market appreciation (depreciation)		1,609			(247	)		(2,531	)		4,354
Net flows		(1,140	)		(837	)		(3,836	)		(2,593	)
Fund distributions, net of reinvestment		(133	)		(148	)		(416	)		(423	)
End of period assets	$	29,692		$	35,692		$	29,692		$	35,692

Our AUM by style at September 30, ~~2016,~~2020 (in millions) was comprised of the following:

	Funds		Institutional & PWM		SICAV		Total
Value	$	8,771	$	9,828	$	12	$	18,611
100% U.S. Treasury fund		2,822		-		-		2,822
Utilities		2,303		-		-		2,303
Growth		1,106		329		-		1,435
Gold		1,333		63		-		1,396
Convertibles		577		72		425		1,074
Other		1,782		269		-		2,051
Total	$	18,694	$	10,561	$	437	$	29,692

With the global spread of Coronavirus, investors have sought havens in Gold and opportunities in Growth and Global Growth strategies. Year-to-date through September 30, 2020, The Gabelli Growth Fund, with assets in excess of $900 million, achieved returns of 26.0% versus the Russell 1000 Growth index return of 24.3%; The Gabelli Global Growth Fund, with assets in excess of $160 million, achieved returns of 22.9% versus the MSCI All Country World Index returns of 1.4%; The Gabelli Gold Fund, with assets nearing $470 million, achieved returns of 35.7% versus the Philadelphia Gold and Silver Index returns of 34.7%; The Teton Convertible Securities Fund, sub-advised by GAMCO, achieved returns of 9.1% versus S&P 500 returns of 5.6%. Please refer to www.gabelli.com for full disclosures on the Funds and their performance. The performance of The Gabelli Growth Fund, The Gabelli Global Growth Fund, The Gabelli Gold Fund, and the Teton Convertible Securities Fund and relevant indexes for the 1-year, 5-year, and 10-year periods ended September 30, 2020 were the following:

	1 Year	5 Years	10 Years	Benchmark
Gabelli Growth Fund (AAA)	37.12%	20.07%	16.07%	Russell 1000 Growth Index
Gabelli Global Growth Fund (AAA)	32.72%	16.62%	13.16%	MSCI AC World Index
Gabelli Gold Fund (AAA)	53.57%	22.31%	-0.92%	Phil. Gold and Silver
Teton Convertible Securities Fund (AAA)	15.80%	11.89%	9.94%	S&P 500
Russell 1000 Growth Index	37.53%	20.10%	17.25%
S&P 500 Index	15.15%	14.15%	13.74%
MSCI AC World Index	10.44%	10.30%	8.55%
Philadelphia Gold and Silver Index	63.00%	26.27%	-2.01%

Gabelli Funds, LLC is a registered investment adviser with the Securities and Exchange Commission and is a wholly owned subsidiary of GAMCO Investors, Inc. (NYSE: GBL).

Investors should carefully consider the investment objectives, risks, charges and expenses of the Fund before investing. The prospectus, which contains more complete information about this and other matters, should be read carefully before investing. To obtain a prospectus, please call 800 GABELLI or visit www.gabelli.com.

Returns represent past performance and do not guarantee future results. Current performance may be lower or higher than the performance data quoted. Investment return and principal value will fluctuate so, upon redemption, shares may be worth more or less than their original cost. To obtain the most recent month end performance information and a prospectus, please call 800-GABELLI or visit www.gabelli.com.

RESULTS OF OPERATIONS

Investment advisory and incentive fees, which are based on the amount and composition of AUM in our Funds and Institutional and PWM accounts, and distribution fees represent our largest source of revenues. In addition to the general level and trends of the stock market, growth in revenues depends on good investment performance, which influences the value of existing AUM as well as contributes to higher investment and lower redemption rates and facilitates the ability to attract additional investors while maintaining current fee levels. Growth in AUM is also dependent on being able to access various distribution channels, which is usually based on several factors, including performance and service. A majority of our cash inflows to mutual fund products have come through third party distribution programs, including no-transaction fee programs. We have also been engaged to act as a sub-advisor for other much larger financial services companies with much larger sales distribution organizations. These sub-advisory clients are subject to business combinations that may result in the termination of the relationship. The loss of a sub-advisory relationship could have a significant impact on our financial results in the future.

Advisory fees from the Funds and sub-advisory accounts are computed daily or weekly based on average net assets. Advisory fees from Institutional and PWM clients are generally computed quarterly based on account values as of the end of the preceding quarter. These revenues are based on AUM, which is highly correlated to the stock market and can vary in direct proportion to movements in the stock market and the level of sales compared with redemptions, financial market conditions, and the fee structure for AUM. Revenues derived from the equity-oriented portfolios generally have higher advisory fee rates than fixed income portfolios.

We also may receive incentive fees from Institutional and PWM clients, which are based upon meeting or exceeding a specific benchmark index or indices. These fees are recognized at the end of the stipulated contract period, which may be quarterly or annually, for the respective account. Advisory fees on assets attributable to certain of the closed-end preferred shares are earned at year-end if the total return to common shareholders of the closed-end fund for the calendar year exceeds the dividend rate of the preferred shares. These fees are recognized at the end of the measurement period.

Distribution fees and other income primarily include distribution fee revenue earned in accordance with Rule 12b-1 of the Investment Company Act of 1940, as amended, along with sales charges and underwriting fees associated with the sale of the mutual funds plus other revenues. Distribution fees fluctuate based on the level of AUM and the amount and type of mutual funds sold directly by G.distributors or through various distribution channels.

Compensation costs include variable and fixed compensation and related expenses paid to officers, portfolio managers, sales, trading, research, and all other teammates. Variable compensation paid to sales teammates and portfolio management generally represents 40% of revenues and is the largest component of total compensation costs. Distribution costs include marketing, product distribution, and promotion costs. The management fee is incentive-based and entirely variable compensation in the amount of 10% of the aggregate pre-tax profits, which is paid to Mr. Mario J. Gabelli (“Mr. Gabelli”) or his designee for acting as CEO pursuant to his 2008 Employment Agreement so long as he is an executive of GBL and devotes the substantial majority of his working time to the business. Other operating expenses include general and administrative operating costs.

Non-operating income/(loss) includes loss from investments, net (which includes both realized and unrealized gains and losses from securities), interest and dividend income, and interest expense. The loss from investments, net is derived from our proprietary investment portfolio consisting of various public investments.

The following table (in thousands, except per share data) and discussion of our results of operations are based upon data derived from the Condensed Consolidated Statements of Income contained in our condensed consolidated financial statements and should be read in conjunction with those statements included in Part I, Item 1 of this Form 10-Q.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Revenues
Investment advisory and incentive fees	$	54,894		$	67,015		$	168,637		$	200,893
Distribution fees and other income		6,358			8,330			19,741			25,195
Total revenues		61,252			75,345			188,378			226,088
Expenses
Compensation		17,722			29,800			72,488			90,363
Management fee		-			2,144			3,725			8,302
Distribution costs		6,994			8,271			21,258			25,546
Other operating expenses		4,694			5,562			14,982			16,936
Total expenses		29,410			45,777			112,453			141,147
Operating income		31,842			29,568			75,925			84,941
Non-operating income / (loss)
Gain / (loss) from investments, net		(3,133	)		(6,529	)		(13,061	)		(3,160	)
Interest and dividend income		41			811			700			2,250
Interest expense		(691	)		(652	)		(1,985	)		(1,962	)
Shareholder-designated contribution		(5,436	)		(4,500	)		(5,436	)		(4,500	)
Total non-operating income / (loss)		(9,219	)		(10,870	)		(19,782	)		(7,372	)
Income before income taxes		22,623			18,698			56,143			77,569
Provision for income taxes		6,188			5,072			17,173			20,034
Net income	$	16,435		$	13,626		$	38,970		$	57,535

Earnings per share:
Basic	$	0.62		$	0.50		$	1.46		$	2.08
Diluted	$	0.62		$	0.50		$	1.46		$	2.08

Three Months Ended September 30, 2020 Compared To Three Months Ended September 30, 2019

Overview

Net income for the third quarter of 2020 was $16.4 million, or $0.62 per fully diluted share, versus $13.6 million, or $0.50 per fully diluted share, in the third quarter of 2019. The quarter-to-quarter comparison was impacted by lower revenues, offset by lower variable compensation and lower non-operating loss.

Revenues

Investment advisory and incentive fees for the third quarter of 2020 were $54.9 million, 18.1% lower than the 2019 comparative figure of $67.0 million due to lower average AUM. Mutual Fund revenues for the third quarter of 2020 decreased by 16.6% to $22.6 million from $27.1 million in the third quarter of 2019. Our closed-end Fund revenues decreased 1.8% to $16.2 million in the third quarter 2020 from $16.5 million in the third quarter of 2019. Institutional and PWM account revenues, which are generally based on beginning of quarter AUM, decreased by 31.2% to $14.8 million in the third quarter of 2020 from $21.5 million in the third quarter of 2019. Revenues relating to the SICAV decreased $0.3 million to $1.2 million in the third quarter of 2020, from $1.5 million in the third quarter of 2019. There were incentive fees of $0.1 million for the three months ending September 30, 2020 and $0.4 million for the three months ending September 30, 2019.

Mutual Fund distribution fees and other income were $6.4 million for the third quarter of 2020, a decrease of $1.9 million or 22.9% from $8.3 million in the third quarter of 2019 primarily due to lower average AUM in equity mutual Funds that generate distribution fees.

Expenses

Compensation costs, which are largely variable, were $17.7 million in the third quarter of 2020, or 40.6% lower than prior year comparative compensation costs of $29.8 million. The CEO waiver of his compensation reduced compensation by $8.5 million and $3.6 million for the three months ending September 30, 2020 and 2019, respectively. The remainder of the quarter over quarter decrease was comprised of a $4.8 million decrease in variable compensation expense offset by a $0.2 million increase in stock compensation expense. The amortization of the deferred cash compensation agreements (“DCCAs”) resulted in a $2.6 million decrease in compensation costs year over year.

Management fee expense, which is wholly variable and based on pretax income, decreased to $0 in the third quarter of 2020 from $2.1 million in the third quarter of 2019. For the third quarter of 2020 and 2019, management fee expense was reduced by $1.4 million and $0.6 million, respectively, as part of the CEO waiver.

Distribution costs were $7.0 million in the third quarter of 2020, a decrease of $1.3 million, or 15.7%, from $8.3 million in the third quarter of 2019.

Other operating expenses were $4.7 million in the third quarter of 2020, a decrease of $0.9 million, or 16.1%, from $5.6 million in the third quarter of 2019.

Operating income for the third quarter of 2020 was $31.8 million, an increase of $2.2 million, or 7.4%, from the $29.6 million in the third quarter of 2019. Operating income, as a percentage of revenues, was 52.0% in the third quarter of 2020 as compared to 39.2% in the third quarter of 2019.

Non-operating income / (loss)

Total non-operating loss was $9.2 million for the third quarter of 2020 versus a loss of $10.9 million in the third quarter of 2019. Investment losses were $3.1 million in the third quarter of 2020 versus losses of $6.5 million in the third quarter of 2019. Interest and dividend income decreased to $41.0 thousand in the third quarter of 2020 from $0.8 million in the third quarter of 2019. Interest expense was $0.7 million in the third quarter of 2020 and 2019. Accruals related to the SDCC programs were $5.4 million in the third quarter of 2020 and $4.5 million in the third quarter of 2019.

The effective tax rates (“ETR”) for the three months ended September 30, 2020 and 2019 were 27.4% and 27.1%, respectively.

~~(a) Adjusted~~

Nine Months Ended September 30, 2020 Compared To Nine Months Ended September 30, 2019

Overview

Net income for the first nine months of 2020 was $39.0 million, or $1.46 per fully diluted share, versus $57.5 million, or $2.08 per fully diluted share, in the first nine months of 2019. The period-to-period comparison was impacted by lower revenues and higher non-operating loss, partially offset by lower variable compensation.

Revenues

Investment advisory and incentive fees for the first nine months of 2020 were $168.6 million, 16.1% lower than the 2019 comparative figure of $200.9 million due to ~~include Merger Arbitrage~~lower average AUM. Mutual fund revenues for the first nine months of ~~$371~~2020 decreased by 18.1% to $67.9 million from $82.9 million in the first nine months of 2019. Our closed-end Fund revenues decreased 2.9% to $47.2 million in the first nine months of 2020 from $48.6 million in the first nine months of 2019. Institutional and PWM account revenues, which are generally based on beginning of quarter AUM, decreased by 23.4% to $49.3 million in the first nine months of 2020 from $64.4 million in the first nine months of 2019. Revenues relating to the SICAV decreased 9.5% to $3.8 million in the first nine months of 2020 from $4.2 million in the first nine months of 2019. There were incentive fees of $0.4 million for nine months ending September 30, 2020 versus $0.8 million for the nine months ended September 30, 2019.

Mutual fund distribution fees and other income were $19.7 million for the first nine months of 2020, a decrease of $5.5 million or 21.8% from $25.2 million in the first nine months of 2019 primarily due to lower average AUM in equity mutual funds that generate distribution fees.

Expenses

Compensation costs, which are largely variable, were $72.5 million in the first nine months of 2020, or 19.8% lower than prior year comparative compensation costs of $90.4 million. The Chief Executive Officer’s (“CEO”) waiver of his compensation reduced compensation by $8.5 million in the first nine months of 2020 and $15.8 million for the first nine months of 2019. The amortization of the DCCAs resulted in a $14.5 million decrease in compensation costs year over year. The remainder of the year over year change was comprised of a $12.4 million decrease in variable compensation expense, a $1.1 million increase in stock compensation expense, and a $0.6 million increase in fixed compensation.

Management fee expense, which is wholly variable and based on pretax income, decreased to $3.7 million in first nine months of 2020 from $8.3 million in the first nine months of 2019. The DCCAs affected management fee expense, a component of the CEO’s DCCAs, in a fashion similar to the compensation expense, which resulted in a $4.6 million decrease in management fee expense in the first nine months of 2020 as compared with the first nine months of 2019. For the first nine months of 2020 and 2019, management fee expense was reduced by $1.4 million and ~~$225~~$2.3 million, ~~at June 30, 2017 and~~respectively, as part of the CEO waiver.

Distribution costs were $21.3 million in the first nine months of 2020, a decrease of $4.2 million, or 16.5%, from $25.5 million in the first nine months of 2019.

Other operating expenses were $15.0 million in the first nine months of 2020, a decrease of $1.9 million, or 11.2%, from $16.9 million in the first nine months of 2019. For the nine months ended September 30, ~~2016,~~2020, as a result of the dislocations in the financial markets resulting from COVID-19, impairment analyses were performed which resulted in a $589 thousand impairment charge to the identifiable intangible asset related to the Gabelli Enterprise Mergers and Acquisitions Fund.

Operating income for the first nine months of 2020 was $75.9 million, a decrease of $9.0 million, or 10.6%, from the $84.9 million in the first nine months of 2019. Operating income, as a percentage of revenues, was 40.3% in first nine months of 2020 as compared to 37.6% in the first nine months of 2019.

Non-operating income / (loss)

Total non-operating loss was $19.8 million for the first nine months of 2020 versus a loss of $7.4 million in the first nine months of 2019. Investment losses were $13.1 million in the first nine months of 2020 versus losses of $3.2 million in the first nine months of 2019. Interest and dividend income decreased to $0.7 million in the first nine months of 2020 from $2.3 million in the first nine months of 2019. Interest expense was $2.0 million in the first nine months of 2020 versus $2.0 million in the first nine months of 2019. Accruals related to the SDCC programs were $5.4 million in the first nine months of 2020 and $4.5 million in the first nine months of 2019.

The ETR for the first nine months ended September 30, 2020 and 2019 were 30.6% and 25.8%, respectively. The ETR for the first nine months of 2020 was higher by 4.8%, primarily as a result of higher non-deductibility of certain expenses as a result of the 2017 Tax Cuts and Jobs Act.

Non-GAAP information and reconciliation

Operating income before management fee is used by management for purposes of evaluating its business operations. We believe this measure is useful in illustrating the operating results of the Company as management fee is based on pre-tax income before management fee, which includes non-operating items including loss from investments, net from our proprietary investment portfolio, interest and dividend income, interest expense, and shareholder-designated contribution. We believe that an investor would find this useful in analyzing our business operations without the impact of the non-operating items such as trading and investment portfolios, interest and dividend income, interest expense, or shareholder-designated contribution.

Reconciliation of GAAP financial measures to non-GAAP (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Revenues, U.S. GAAP basis	$	61,252		$	75,345		$	188,378		$	226,088
Operating income, U.S. GAAP basis		31,842			29,568			75,925			84,941
Add back: management fee expense		-			2,144			3,725			8,302
Operating income before management fee	$	31,842		$	31,712		$	79,650		$	93,243

Operating margin		52.0	%		39.2	%		40.3	%		37.6	%
Operating margin before management fee		52.0	%		42.1	%		42.3	%		41.2	%

DEFERRED COMPENSATION

~~As previously disclosed, the~~The Company ~~has~~ deferred, through DCCAs, the cash compensation of the ~~Chief Executive Officer~~CEO relating to all of 2016 (“2016 DCCA”) and the ~~first half~~fourth quarter of 2017 (“~~First Half~~Fourth Quarter 2017 DCCA”) to provide the Company with flexibility to pay down ~~debt.~~debt and enhance our ability to execute lift-outs, make acquisitions, and seed new products. We have made substantial progress toward this objective, having reduced our debt since the November 2015 spin-off of ~~AC,~~Associated Capital Group, Inc., resulting in Standard & Poor’s ~~recent revision of its outlook to stable from negative and~~February 2020 reaffirmation of our ~~debt~~investment grade rating of BBB-. In furtherance of this strategic objective, we entered into a third DCCA agreement (“Fourth Quarter 2017 DCCA”) with our Chief Executive Officer on September 30, 2017 deferring his cash compensation for the fourth quarter of 2017 until April 2019 under terms that are similar to the prior two DCCAs. This new Fourth Quarter 2017 DCCA had no effect on the third quarter results but will impact our results in future quarters as his fourth quarter 2017’s compensation expense is amortized over the DCCA vesting period.BBB- and stable outlook.

Notwithstanding its ability to settle these agreements in stock, GAMCO currently intends to make cash payments to Mr. Gabelli on the respective vesting dates. While the agreements did not change Mr. Gabelli’s compensation, GAAP reporting for his compensation did change due to the ratable vesting.

The DCCAs ~~defer~~deferred the ~~Chief Executive Officer’s~~CEO’s compensation expense by amortizing it over each DCCA’s respective vesting period. The ~~Chief Executive Officer is~~CEO was not entitled to receive the compensation until the end of ~~the~~each respective vesting period, so ~~generally accepted accounting principles (“GAAP”) specify this treatment of~~U.S. GAAP specifies that the ~~expense.~~expense be amortized over the vesting period. The 2016 DCCA iswas expensed ratably over 4 years and the ~~First Half~~Fourth Quarter 2017 DCCA iswas expensed ratably over 18 ~~months, and~~months. In addition to the ~~Fourth Quarter~~ratable vesting, the expense was marked to market at each reporting period as the DCCA ~~will be expensed ratably over 18 months beginning October 1, 2017.~~expense was indexed to GBL’s stock price.

~~Because the GAAP reporting of the DCCAs granted~~Notwithstanding its ability to settle these agreements in stock, GAMCO made a cash payment to the CEO ~~tracks~~on each respective vesting ~~compensation expense and management fee expense in~~date. While the ~~year of grant is lower than compensation expense and management fee expense in future periods to~~agreements did not change the extent that future periods contain the vesting of the prior year’s DCCA compensation on top of the normal compensation for the current year period which has not been deferred. In 2016, the full amount of the compensation was deferred, and expense was recorded for the 25% vesting in that year. In the first six months of 2017, the ratable vesting continued for the 2016 compensation, and the new First Half 2017 DCCA grant resulted in compensation for the first six months of 2017 being deferred and expense being recorded for 33% vesting in that period. The CEO's third quarter compensation was not deferred so 100%original calculation of the CEO’s compensation, our reporting under U.S. GAAP for ~~that~~his compensation did change due to the ratable vesting and the indexing to the GBL stock price. The original value of the DCCAs was based on the compensation earned in the period divided by the volume weighted average price (“VWAP”) of the GBL stock price for the period (“Original VWAP”) to calculate the number of restricted stock units (“RSUs”) granted. Upon vesting, each DCCA was ~~recorded together~~paid out based on the lesser of the VWAP of GBL’s stock price on the vesting date (“Vesting Date VWAP”) and the Original VWAP multiplied by the number of RSUs. The table below shows a summary of the DCCAs (in millions, except RSUs and VWAPs):

	Number of RSUs		Original VWAP		Vesting Date VWAP		Vesting Date	Deferred Cash Compensation		Impact of Indexing to GBL Stock Price			Vesting Date Cash Payment
2016 DCCA		2,314,695	$	32.8187	$	18.8812	1/2/2020	$	76.0	$	(32.3	)	$	43.7
Fourth Quarter 2017 DCCA		530,662		29.1875		20.7916	4/1/2019		15.5		(4.5	)		11.0

On April 1, 2019, the Fourth Quarter 2017 DCCA vested in accordance with the ~~ratable portions~~terms of the ~~vestings~~agreement and a cash payment in the amount of $11.0 million was made to the CEO. This payment was reduced by $4.5 million resulting from the DCCA RSUs being indexed to GBL’s stock price and utilizing the lesser of the Vesting Date VWAP ($20.7916) versus the Original VWAP over the fourth quarter of 2017 ($29.1875). On January 2, 2020, the 2016 DCCA ~~and~~vested in accordance with the First Half 2017 DCCA. So there is a compounding effect in future periods when there are both current period compensation that has not been deferred and prior period compensation that is being ratably vested.

~~Accordingly, this vesting schedule resulted in a $19.1 million~~terms of the agreement and a ~~$26.8~~cash payment of $43.7 million ~~increase in compensation expense in~~was made to the ~~third quarter 2017~~CEO. This payment was reduced by $32.3 million resulting from the DCCA RSUs being indexed to GBL’s stock price and ~~first nine months~~utilizing the lesser of ~~2017, respectively,~~the Vesting Date VWAP ($18.8812) versus the ~~comparable~~Original VWAP over 2016 periods’ amounts as well as a $4.0 million and $6.4 million increase in management fee expense in the third quarter 2017 and first nine months 2017, respectively, as compared to the 2016 periods’ amounts.($32.8187).

The GAAP based balance sheets are also impacted; the compensation payable at September 30, 2017 only includes the vested portion of the compensation subject to the DCCAs. At September 30, 2017, the amount of unrecognized compensation was $57.2 million.

The following tables show the amortization and earnings per share (“EPS”) impact, inclusive of the indexing to the GBL stock price, of the DCCAs by quarter (in thousands, except per share data):

Amortization by quarter (increase / (decrease)):							EPS impact by quarter:
		2020			2019				2020		2019
	Q1	$	(1,409	)	$	12,615		Q1	$	0.03	$	(0.33	)
	Q2		-			427		Q2		-		(0.01	)
	Q3		-			3,598		Q3		-		(0.09	)
	Q4		-			2,689		Q4		-		(0.09	)
Year		$	(1,409	)	$	19,329	Year		$	0.03	$	(0.52	)

The following table (in thousands, except per share data) shows a reconciliation of our results for the ~~third quarters and first nine~~three months ~~of 2017 and 2016, and our balance sheet at~~ended September 30, ~~2017~~2020 and 2019 between the U.S. GAAP basis and a non-GAAP adjusted basis (“as adjusted”) as if all of the 2016 DCCA ~~and the First Half 2017 DCCA expense were~~was recognized in 2016 and the Fourth Quarter 2017 ~~respectively,~~DCCA expense was recognized in 2017 without regard to the vesting schedule. We believe the non-GAAP financial measures below provide relevant and meaningful information to investors about our core operating results. These measures have been established in order to increase transparency for the purpose of evaluating our core business, for comparing results with prior period results, and to enable more appropriate comparisons with industry peers. However, non-GAAP financial measures should not be considered a substitute for financial measures calculated in accordance with U.S. GAAP and may be calculated differently by other companies. ~~The following schedules reconcile U.S. GAAP financial measures to non-GAAP measures for the three and nine months ended September 30, 2017 and 2016 as well as at September 30, 2017.~~

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2020		2019			2020			2019
Net income, U.S. GAAP basis	$	16,435	$	13,626		$	38,970		$	57,535
Impact of 2016 DCCA on expenses and taxes:
Compensation costs		-		2,568			(1,409	)		9,994
Management fee expense		-		1,030			-			3,090
Provision for income taxes		-		(864	)		338			(3,140	)
Total impact of 2016 DCCA		-		2,734			(1,071	)		9,944
Impact of Fourth Quarter 2017 DCCA on expenses and taxes:
Compensation costs		-		-			-			3,138
Management fee expense		-		-			-			419
Provision for income taxes		-		-			-			(853	)
Total impact of Fourth Quarter 2017 DCCA		-		-			-			2,704
Total impact of DCCAs on expense and taxes		-		2,734			(1,071	)		12,648
Net income, as adjusted	$	16,435	$	16,360		$	37,899		$	70,183

Per share (basic):
Net income, U.S. GAAP basis	$	0.62	$	0.50		$	1.46		$	2.08
Impact of DCCAs		-		0.10			(0.04	)		0.46
Net income, as adjusted	$	0.62	$	0.60		$	1.42		$	2.54
Per fully diluted share:
Net income, U.S. GAAP basis	$	0.62	$	0.50		$	1.46		$	2.08
Impact of DCCAs		-		0.10			(0.04	)		0.46
Net income, as adjusted	$	0.62	$	0.60		$	1.42		$	2.54

Three Months Ended September 30, 2017
Impact of
Reported First Half Impact of
GAAP 2017 DCCA 2016 DCCA Non-GAAP
Revenues
Investment advisory and incentive fees $ 77,328 $ - $ - $ 77,328
Distribution fees and other income 11,013 - - 11,013
Total revenues 88,341 - - 88,341
Expenses
Compensation 42,919 (4,816 ) (3,415 ) 34,688
Management fee 4,935 (886 ) (688 ) 3,361
Distribution costs 11,665 - - 11,665
Other operating expenses 5,429 - - 5,429
Total expenses 64,948 (5,702 ) (4,103 ) 55,143

Operating income 23,393 5,702 4,103 33,198
Other income (expense)
Net gain (loss) from investments 2,841 - - 2,841
Interest and dividend income 745 - - 745
Interest expense (2,688 ) - - (2,688 )
Shareholder-designated contribution (3,857 ) - - (3,857 )
Total other expense, net (2,959 ) - - (2,959 )
Income before income taxes 20,434 5,702 4,103 30,239
Income tax provision 3,834 2,167 1,559 7,560
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 16,600 $ 3,535 $ 2,544 $ 22,679

Net income attributable to GAMCO Investors, Inc.'s shareholders
per share:
Basic $ 0.57 $ 0.12 $ 0.09 $ 0.78
Diluted $ 0.55 $ 0.11 $ 0.08 $ 0.75

Nine Months Ended September 30, 2017
Impact of
Reported First Half Impact of
GAAP 2017 DCCA 2016 DCCA Non-GAAP
Revenues
Investment advisory and incentive fees $ 228,942 $ - $ - $ 228,942
Distribution fees and other income 32,916 - - 32,916
Total revenues 261,858 - - 261,858
Expenses
Compensation 97,634 14,390 (9,174 ) 102,850
Management fee 9,455 2,666 (2,172 ) 9,949
Distribution costs 33,373 - - 33,373
Other operating expenses 15,900 - - 15,900
Total expenses 156,362 17,056 (11,346 ) 162,072

Operating income 105,496 (17,056 ) 11,346 99,786
Other income (expense)
Net gain (loss) from investments 2,867 - - 2,867
Interest and dividend income 1,765 - - 1,765
Interest expense (8,269 ) - - (8,269 )
Shareholder-designated contribution (3,857 ) - - (3,857 )
Total other expense, net (7,494 ) - - (7,494 )
Income before income taxes 98,002 (17,056 ) 11,346 92,292
Income tax provision 33,688 (6,594 ) 4,350 31,444
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 64,314 $ (10,462 ) $ 6,996 $ 60,848

Net income attributable to GAMCO Investors, Inc.'s shareholders
per share:
Basic $ 2.22 $ (0.36 ) $ 0.24 $ 2.10
Diluted $ 2.14 $ (0.34 ) $ 0.22 $ 2.02

Three Months Ended September 30, 2016

Reported Impact of
GAAP 2016 DCCA Non-GAAP
Revenues
  Investment advisory and incentive fees $ 75,952 $ - $ 75,952
  Distribution fees and other income 11,769 - 11,769
Total revenues 87,721 - 87,721
Expenses
  Compensation 21,233 10,885 32,118
  Management fee 1,163 2,400 3,563
  Distribution costs 11,568 - 11,568
  Other operating expenses 5,681 - 5,681
Total expenses 39,645 13,285 52,930

Operating income 48,076 (13,285 ) 34,791
Other income (expense)
  Net gain from investments 55 - 55
  Interest and dividend income 371 - 371
  Interest expense (3,155 ) - (3,155 )
Total other expense, net (2,729 ) - (2,729 )
Income before income taxes 45,347 (13,285 ) 32,062
Income tax provision 14,486 (5,075 ) 9,411
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 30,861 $ (8,210 ) $ 22,651

Net income attributable to GAMCO Investors, Inc.'s shareholders
  per share:
Basic $ 1.06 $ (0.28 ) $ 0.78 ��
Diluted $ 1.03 $ (0.27 ) $ 0.76

Nine Months Ended September 30, 2016

Reported Impact of
GAAP 2016 DCCA Non-GAAP
Revenues
  Investment advisory and incentive fees $ 219,594 $ - $ 219,594
  Distribution fees and other income 33,456 - 33,456
Total revenues 253,050 - 253,050
Expenses
  Compensation 62,130 32,016 94,146
  Management fee 3,376 6,926 10,302
  Distribution costs 32,786 - 32,786
  Other operating expenses 14,993 - 14,993
Total expenses 113,285 38,942 152,227

Operating income 139,765 (38,942 ) 100,823
Other income (expense)
  Net gain from investments 518 - 518
  Interest and dividend income 1,104 - 1,104
  Interest expense (9,729 ) - (9,729 )
Total other expense, net (8,107 ) - (8,107 )
Income before income taxes 131,658 (38,942 ) 92,716
Income tax provision 47,229 (14,811 ) 32,418
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 84,429 $ (24,131 ) $ 60,298

Net income attributable to GAMCO Investors, Inc.'s shareholders
  per share:
Basic $ 2.89 $ (0.83 ) $ 2.06
Diluted $ 2.85 $ (0.81 ) $ 2.04

September 30, 2017
Impact of
Reported Impact of First Half
GAAP 2016 DCCA 2017 DCCA Non-GAAP
ASSETS
Cash and cash equivalents $ 61,097 $ - $ - $ 61,097
Investments in securities 101,425 - - 101,425
Receivable from brokers 1,342 - - 1,342
Investment advisory fees receivable 25,549 - - 25,549
Receivable from affiliates 4,784 - - 4,784
Income tax receivable 24,941 14,724 7,017 46,682
Other assets 11,888 - - 11,888
Total assets $ 231,026 $ 14,724 $ 7,017 $ 252,767

LIABILITIES AND EQUITY
Payable to brokers 13,311 - - 13,311
Income taxes payable and deferred tax liabilities 3,215 - - 3,215
Capital lease obligation 4,976 - - 4,976
Compensation payable 82,896 38,748 18,467 140,111
Payable to affiliates 2,981 - - 2,981
Accrued expenses and other liabilities 24,134 - - 24,134
Sub-total 131,513 38,748 18,467 188,728

4.5% Convertible note (due August 15, 2021) 109,862 - - 109,862
AC 4% PIK Note (due November 30, 2020) 70,000 - - 70,000
5.875% Senior notes (due June 1, 2021) 24,138 - - 24,138
Total liabilities 335,513 38,748 18,467 392,728

Equity
GAMCO Investors, Inc. stockholders' equity
Class A Common Stock 14 - - 14
Class B Common Stock 19 - - 19
Additional paid-in capital 11,084 - - 11,084
Retained earnings (deficit) 143,026 (24,024 ) (11,450 ) 107,552
Accumulated other comprehensive income 12,365 - - 12,365
Treasury stock, at cost (270,995 ) - - (270,995 )
Total GAMCO Investors, Inc. stockholders' equity (deficit) (104,487 ) (24,024 ) (11,450 ) (139,961 )
Total liabilities and equity (deficit) $ 231,026 $ 14,724 $ 7,017 $ 252,767

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

~~RESULTS OF OPERATIONS~~

~~Three Months Ended September 30, 2017 Compared To Three Months Ended September 30, 2016~~

(Unaudited; in thousands, except per share data)
2017 2016
Revenues
Investment advisory and incentive fees $ 77,328 $ 75,952
Distribution fees and other income 11,013 11,769
Total revenues 88,341 87,721
Expenses
Compensation 42,919 21,233
Management fee 4,935 1,163
Distribution costs 11,665 11,568
Other operating expenses 5,429 5,681
Total expenses 64,948 39,645
Operating income 23,393 48,076
Other income (expense)
Net gain from trading securities 2,841 55
Interest and dividend income 745 371
Interest expense (2,688 ) (3,155 )
Shareholder-designated contribution (3,857 ) -
Total other expense, net (2,959 ) (2,729 )
Income before income taxes 20,434 45,347
Income tax provision 3,834 14,486
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 16,600 $ 30,861

Net income attributable to GAMCO Investors, Inc.'s shareholders per share:
Basic $ 0.57 $ 1.06

Diluted $ 0.55 $ 1.03

~~Overview~~

Net income for the quarter was $16.6 million, or $0.55 per fully diluted share, versus $30.9 million, or $1.03 per fully diluted share, in the prior year’s quarter. There were several distinct items in both quarters that impacted results. During the third quarter of 2017, we recorded an additional $1.7 million of stock compensation expense, net of tax, $0.6 million of launch costs, net of tax, for a closed-end fund, $2.2 million of charitable contributions, net of tax, and an additional $6.1 million of expense, net of tax, for the 2016 DCCA and the First Half 2017 DCCA. The 2017 quarter also included the recognition of $2.6 million in gains on securities donated, net of tax, and a $3.4 million income tax accrual reversal. The 2016 third quarter included $8.2 million less in expense, net of tax, relating to the 2016 DCCA, an income tax reversal of $2.6 million and $0.3 million of expense, net of tax, from the launch of a closed-end fund. Absent these distinct items, net income for 2017 was $21.2 million versus $20.4 million in 2016.

~~Revenues~~

Investment advisory and incentive fees for the third quarter 2017 were $77.3 million, 1.7% higher than the 2016 comparative figure of $76.0 million. Open-end fund revenues increased by 0.6% to $33.8 million from $33.6 million in the third quarter of 2016. Our closed-end fund revenues increased 5.2% to $16.2 million in the third quarter 2017 from $15.4 million in 2016 due to a 5.3% increase in non-performance fee based average AUM. Institutional and private wealth management account revenues, excluding incentive fees, which are generally based on beginning of quarter AUM, fell $0.2 million to $26.0 million from $26.2 million in the third quarter of 2016. There were no incentive fees earned during the third quarters of 2017 or 2016. We recognize incentive fees only when the earning period for them is complete. Revenues relating to the SICAV were $1.3 million in the third quarter of 2017 versus $0.8 million in the third quarter of 2016.

Open-end fund distribution fees and other income were $11.0 million for the third quarter 2017, a decrease of $0.8 million or 6.8% from $11.8 million in the prior year period, primarily due to lower average AUM in open-end equity funds that generate distribution fees.

~~Expenses~~

Compensation costs, which are largely variable, were $42.9 million or 102.4% higher than prior year compensation costs of $21.2 million. This is primarily due to the accounting for the vesting of the DCCAs.

Because the GAAP reporting of the DCCAs granted to the CEO tracks vesting, compensation expense in the year of grant is lower than compensation expense in future periods to the extent that future periods contain the vesting of the prior year’s DCCA compensation on top of the normal compensation for the current year period which has not been deferred. In 2016, the full amount of the compensation was deferred, and expense was recorded for the 25% vesting in that year. In the first half of 2017, the ratable vesting continued for the 2016 compensation, and the new First Half 2017 DCCA grant resulted in compensation for the first six months of 2017 being deferred and expense being recorded for 33% vesting in that period. In the third quarter 2017, there was no DCCA so 100% of the CEO’s compensation for that period was recorded together with the ratable portions of the vestings of the 2016 DCCA and the First Half 2017 DCCA. So there is a compounding effect in future periods when there are both current period compensation that has not been deferred and prior period compensation that is being ratably vested. Accordingly, this vesting schedule resulted in a $19.1 million increase in compensation in third quarter 2017 versus third quarter 2016.

The remainder of the quarter over quarter increase was comprised of a $1.1 million increase in variable compensation related to the increased levels of AUM, a $0.6 million increase in fixed compensation, and a $0.9 million net increase in stock compensation expense, inclusive of the $1.8 million incurred in the third quarter of 2017 for the acceleration of the GBL RSAs.

Management fee expense, which is wholly variable and based on pretax income, increased to $4.9 million in the third quarter of 2017 from $1.2 million in the 2016 period. Once again, this increase is primarily due to the accounting for the vesting of the DCCAs. The DCCAs affected management fee expense, which is part of the CEO’s DCCAs, in a similar fashion to the compensation expense with the vesting schedule resulting in a $4.0 million increase in management fee expense in the third quarter 2017 as compared with the third quarter 2016. The remaining $0.3 decline in the year-over-year comparison is due to the decline in pre-tax income on which the management fee is based.

~~Distribution costs were $11.7 million, an increase of $0.1 million or 0.9% from $11.6 million in the prior year’s period.~~

Other operating expenses were $5.4 million in the third quarter of 2017, a decrease of $0.3 million, or 5.3%, from $5.7 million in the third quarter of 2016. The research fee paid to G.research increased to $0.8 million in the third quarter of 2017 from $0.4 million in the prior year quarter. Legal expense was lower by $0.7 million in the 2017 period.

Operating income for the third quarter of 2017 was $23.4 million, a decrease of $24.7 million, or 51.4%, from the $48.1 million in the third quarter of 2016. Operating income, as a percentage of revenues, was 26.5% in the 2017 quarter as compared to 54.8% in the 2016 quarter.

~~Other expense~~

Total other expense, net was an expense of $3.0 million for the third quarter 2017 versus an expense of $2.7 million in the prior year’s quarter. Net gains from trading securities were $2.8 million in the third quarter of 2017 versus gains of $55,000 in the third quarter of 2016. Interest and dividend income increased to $0.7 million in the third quarter 2017 from $0.4 million in the third quarter 2016. Interest expense decreased $0.5 million to $2.7 million in the third quarter of 2017 from $3.2 million in the third quarter of 2016 as gross debt at September 30, 2017 was $29.9 million lower as debt fell from $233.9 million at September 30, 2016 to $204.0 million at September 30, 2017.

The effective tax rates (“ETR”) for the three months ended September 30, 2017 and September 30, 2016 were 18.8% and 31.9%, respectively. The ETR for the three months ended September 30, 2017 was higher by 3.6% than it would have otherwise been as a result of a reduction to previously recorded stock compensation tax benefits. The current year quarter’s ETR benefited from the reversal of certain tax accruals totaling $3.4 million as well as a $1.0 million tax benefit related to charitable contributions while the prior year quarter benefited from a reversal of $2.6 million in tax accruals due to the conclusion of a state audit.

~~Nine Months Ended September 30, 2017 Compared To Nine Months Ended September 30, 2016~~

(Unaudited; in thousands, except per share data)
2017 2016
Revenues
Investment advisory and incentive fees $ 228,942 $ 219,594
Distribution fees and other income 32,916 33,456
Total revenues 261,858 253,050
Expenses
Compensation 97,634 62,130
Management fee 9,455 3,376
Distribution costs 33,373 32,786
Other operating expenses 15,900 14,993
Total expenses 156,362 113,285
Operating income 105,496 139,765
Other income (expense)
Net gain from trading securities 2,867 518
Interest and dividend income 1,765 1,104
Interest expense (8,269 ) (9,729 )
Shareholder-designated contribution (3,857 ) -
Total other expense, net (7,494 ) (8,107 )
Income before income taxes 98,002 131,658
Income tax provision 33,688 47,229
Net income attributable to GAMCO Investors, Inc.'s shareholders $ 64,314 $ 84,429

Net income attributable to GAMCO Investors, Inc.'s shareholders per share:
Basic $ 2.22 $ 2.89

Diluted $ 2.14 $ 2.85

~~Overview~~

Net income for the first nine months was $64.3 million, or $2.14 per fully diluted share, versus $84.4 million, or $2.85 per fully diluted share, in the prior year’s first nine months. There were several distinct items in both periods that impacted results. During 2017, we recorded an additional $4.0 million of stock compensation expense, net of tax, $0.6 million of launch costs, net of tax, for a closed-end fund, and $2.2 million of charitable contributions, net of tax. The 2017 quarter also included a $3.4 million reduction of expense, net of tax, for the 2016 DCCA and the First Half 2017 DCCA, the recognition of $2.6 million in gains on securities donated, net of tax, and a $3.4 million income tax accrual reversal. The 2016 third quarter included $24.1 million less in expense, net of tax benefit, relating to the 2016 DCCA, a tax reversal of $2.6 million and $0.3 million of expense, net of tax benefit, from the launch of a closed-end fund. Absent these distinct items, net income for 2017 was $61.7 million versus $58.0 million in 2016.

~~Revenues~~

Investment advisory and incentive fees for the nine months ended September 2017 were $228.9 million, 4.2% higher than the 2016 comparative figure of $219.6 million. Open-end fund revenues increased by 2.2% to $99.7 million from $97.6 million in the first nine months of 2017. Our closed-end fund revenues increased 11.0% to $47.4 million in the nine months ended September 2017 from $42.7 million in 2016 due to a 7.4% increase in non-performance fee based average AUM. Institutional and private wealth management account revenues, excluding incentive fees, which are generally based on beginning of quarter AUM, rose $1.3 million to $78.6 million from $77.3 million in the first nine months of 2016. There were no incentive fees earned during the first nine months of 2017 or 2016. We recognize incentive fees only when the earning period for them is complete. Revenues relating to the SICAV were $3.2 million in the nine months ended September 2017 versus $1.9 million in the nine months ended September 2016.

Open-end fund distribution fees and other income were $32.9 million for the first nine months of 2017, a decrease of $0.6 million or 1.8% from $33.5 million in the prior year period, primarily due to lower average AUM in open-end equity funds that generate distribution fees.

~~Expenses~~

Compensation costs, which are largely variable, were $97.6 million or 57.2% higher than prior year compensation costs of $62.1 million. This is primarily due to the accounting for the vesting of the DCCAs.

Because the GAAP reporting of the DCCAs granted to the CEO tracks vesting, compensation expense in the year of grant is lower than compensation expense in future periods to the extent that future periods contain the vesting of the prior year’s DCCA compensation on top of the normal compensation for the current year period which has not been deferred. In 2016, the full amount of the compensation was deferred, and expense was recorded for the 25% vesting in that year. In the first six months of 2017, the ratable vesting continued for the 2016 compensation, and the new First Half 2017 DCCA grant resulted in compensation for the first six months of 2017 being deferred and expense being recorded for 33% vesting in that period. In the third quarter 2017, there was no DCCA, so 100% of the CEO’s compensation for that period was recorded together with the ratable portions of the vestings of the 2016 DCCA and the First Half 2017 DCCA. So there is a compounding effect in future periods when there are both current period compensation that has not been deferred and prior period compensation that is being ratably vested. Accordingly, this vesting schedule resulted in a $26.8 million increase in compensation expense in the first nine months of 2017 versus the comparable 2016 period.

The remainder of the period over period increase was comprised of a $4.2 million increase in variable compensation related to the increased levels of AUM, a $0.6 million increase in fixed compensation, and a $3.9 million net increase in stock compensation expense, inclusive of the $5.5 million incurred in 2017 for the acceleration of the GBL and AC RSAs.

Management fee expense, which is wholly variable and based on pretax income, increased to $9.5 million in the nine months ended September 30, 2017 from $3.4 million in the 2016 period. Once again, this increase is primarily due to the accounting for the vesting of the DCCAs. The DCCAs affected management fee expense, which is part of the CEO’s DCCAs, in a similar fashion to the compensation expense with the vesting schedule resulting in a $6.4 million increase in management fee expense in the first nine months of 2017 as compared with the comparable period in 2016. The remaining $0.3 decline in the year-over-year comparison is due to the decline in pre-tax income on which the management fee is based.

~~Distribution costs were $33.4 million, an increase of $0.6 million or 1.8% from $32.8 million in the prior year’s period.~~

Other operating expenses were $15.9 million in the first nine months of 2017, an increase of $0.9 million, or 6%, from $15.0 million in the first nine months of 2016. The research fee paid to G.research increased to $2.3 million in the nine months ending September 30, 2017 from $1.1 million in the prior year period.

Operating income for the first nine months of 2017 was $105.5 million, a decrease of $34.3 million, or 24.5%, from the $139.8 million in the first nine months of 2016. Operating income, as a percentage of revenues, was 40.3% in the 2017 period as compared to 55.2% in the 2016 period.

~~Other expense~~

Total other expense, net was an expense of $7.5 million for the nine months ended September 30, 2017 versus an expense of $8.1 million in the prior year’s period. Net gains from trading securities increased to $2.9 million in the first nine months of 2017 from $0.5 million in the prior year period. Interest and dividend income increased to $1.8 million in the first nine months of 2017 from $1.1 million in the first nine months of 2016. Interest expense decreased $1.4 million to $8.3 million in the first nine months of 2017 from $9.7 million in the first nine months of 2016 as gross debt at September 30, 2017 was $204.0 million down from the $233.9 million at September 30, 2016.

The ETR for the nine months ended September 30, 2017 and September 30, 2016 were 34.4% and 35.9%, respectively. The ETR for the nine months ended September 30, 2017 was higher by 1.0% than it would have otherwise been as a result of a reduction to previously recorded stock compensation tax benefits. The current year quarter’s ETR benefited from the reversal of certain tax accruals totaling $3.6 million as well as a $1.0 million tax benefit related to charitable contributions while the prior year quarter benefited from a reversal of $2.6 million in tax accruals due to the conclusion of a state audit.

LIQUIDITY AND CAPITAL RESOURCES

Our principal assets are highly liquid in nature and consist of cash and cash equivalents, short-term investments, and securities held for investment purposes. Cash and cash equivalents are comprised primarily of a 100% U.S. Treasury money market ~~funds~~fund managed by ~~GAMCO.~~GAMCO (The Gabelli U.S. Treasury Money Market Fund).

Summary cash flow data isfor the first nine months of 2020 and 2019 was as ~~follows:~~follows (in thousands):

Nine months ended
September 30,
2017 2016
Cash flows provided by / (used in) operations : (in thousands)
Operating activities $ 65,229 $ 105,212
Investing activities (3,611 ) 185
Financing activities (40,318 ) (85,292 )
Increase in cash and cash equivalents from operations 21,300 20,105
Effect of exchange rates on cash and cash equivalents (15 ) 28
Net increase 21,285 20,133
Cash and cash equivalents at beginning of period 39,812 13,719
Cash and cash equivalents at end of period $ 61,097 $ 33,852

	Nine months ended
	September 30,
	2020			2019
Cash flows provided by/(used in) activities :
Operating activities	$	37,674		$	86,748
Investing activities		(98,423	)		(4,814	)
Financing activities		(5,110	)		(36,964	)
Net increase / (decrease) in cash and cash equivalents from activities		(65,859	)		44,970
Effect of exchange rates on cash and cash equivalents		5			7
Net increase / (decrease) in cash and cash equivalents		(65,854	)		44,977
Cash and cash equivalents, beginning of period		86,136			41,202
Cash and cash equivalents, end of period	$	20,282		$	86,179

Cash and liquidity requirements have historically been met through cash generated by operating income and our borrowing capacity. We filed a “shelf” registration statement with the ~~SEC~~Securities and Exchange Commission (“SEC”) that was declared effective in ~~2015 which, among other things,~~April 2018. The shelf 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 $500 million. The shelf is available through April ~~2018,~~2021, at which time it may be renewed.

AtOn December 26, 2018, the Company announced that the CEO elected to irrevocably waive all of his compensation that he would otherwise have been entitled to for the period from January 1, 2019 to March 31, 2019. On August 27, 2019, the CEO elected to irrevocably waive all of his compensation that he would otherwise have been entitled to for the period from September 1, 2019 to November 30, 2019. On July 1, 2020, the Company announced that the CEO elected to irrevocably waive all of his compensation that he would otherwise have been entitled to for the period from July 1, 2020 to November 10, 2020. As a result of these waivers, there was $9.9 million and $18.1 million of compensation and management fee waived by the CEO for the nine months ended September 30, ~~2017,~~2020 and 2019, respectively. On January 2, 2020, the 2016 DCCA vested in accordance with the terms of the agreement and a cash payment in the amount of $43.7 million was made to the CEO.

As of September 30, 2020, we had ~~total unrestricted~~ cash and cash equivalents of ~~$61.0~~$20.3 million, ~~an increase~~a decrease of ~~$21.2~~$65.9 million from December 31, ~~2016~~2019, primarily due to the Company’s investing activities, partially offset by the Company’s operating activities, described below. ~~We also held $0.1 million of cash equivalents and $59.9 million of investments in securities in an escrow account for the benefit of the Convertible Note holder.~~ Total debt outstanding at September 30, ~~2017~~2020 was ~~$204 million, consisting of $70 million of a 4% PIK Note due November 30, 2020, $110 million of a 4.5% convertible note due August 15, 2021, and~~ $24.2 million, which consisted of ~~5.875%~~ senior notes due 2021. ~~It is anticipated that the majority of our free cash flow will go towards servicing our debt and deferred compensation payable for the next few years.~~

~~For~~Net cash provided by operating activities was $37.7 million for the nine months ended September 30, ~~2017, cash~~2020, as compared to $86.7 million provided by operating activities ~~was $65.2 million, a decrease of $40.0 million from cash provided~~ in the prior ~~year period~~year’s comparative period. Cash flows from operating activities primarily consisted of $105.2 million. Cash was provided through an increase in compensation payable of $33.5 million, a decrease in investment advisory fees receivable of $13.7 million, an increase in income taxes payable and deferred tax liabilities of $9.4 million, an increase of $3.9 million in stock based compensation expense, an increase in payable to brokers of $3.1 million, an increase in payable to affiliates of $1.6 million and $1.7 million from other sources. Reducing cash was an increase in investments in trade securities of $60.2 million, a decrease in net income ~~of $20.1 million, an increase~~adjusted for certain non-cash items and changes in ~~income tax receivable~~assets and deferred tax assets of $11.7 million, an increase in deferred income taxes of $5.3 million, a decrease to accrued expenses and other liabilities of $8.0 million and an increase in receivable from brokers of $1.6 million. Cashliabilities.

Net cash used in investing activities in the first nine months of 2020 was ~~$3.6 million. Cash~~$98.4 million, including $105.6 million in purchases of securities held for investment purposes partially offset by $7.2 million in proceeds from sales of securities held for investment purposes, as compared to $4.8 million used in the prior year’s comparative period.

Net cash used in financing activities in the first nine months of ~~2017~~2020 was ~~$40.3~~$5.1 million, including ~~$8.6~~$3.4 million paid for the purchase of treasury stock, ~~and $1.7~~$1.6 million paid in dividends, and ~~$30.0 million for the partial repayment for the 4% PIK Note.~~

For the nine months ended September 30, 2016, cash provided by operating activities was $105.2 million. Cash provided by investing activities, related to proceeds from sales of available for sale securities was $0.2 million paid on the principal portion of lease liabilities, as compared to $36.9 million used in the ~~first nine months of 2016. Cash used in financing activities in the first nine months of 2016 was $85.3 million.~~prior year’s comparative period.

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

Under the terms of the lease of our Rye, New York office, we are obligated to make minimum total payments of $9.3 million through December 2028.

We continue to maintain an investment grade rating of BBB- with Standard and Poor’s Ratings Services. We believe that our ability to maintain our investment grade rating will provide greater access to the capital markets, enhance liquidity, and lower overall borrowing costs. Our rating is Ba1 with Moody’s Investors Services.

We have one broker-dealer subsidiary, G.distributors, which is subject to certain net capital requirements. G.distributors computes itits net capital under the alternative method permitted, which requires minimum net capital of the greater of $250,000 or 2% of the aggregate debit items in the reserve formula for those broker-dealers subject to Rule 15c3-3 promulgated under the Securities Exchange Act of ~~1934.~~1934, as amended. The requirement was $250,000 for the broker-dealer at September 30, ~~2017.~~2020. At September 30, ~~2017,~~2020, G.distributors had net capital, as defined, of approximately ~~$3.8~~$2.6 million, exceeding the regulatory requirement by approximately ~~$3.5~~$2.3 million. Net capital requirements for our affiliated broker-dealer may increase in accordance with the rules and regulations applicable to broker-dealers to the extent ~~they engage~~G.distributors engages in other business activities.

~~Market Risk~~

Our primary market risk exposure is to changes in equity prices and interest rates. Since approximately 96% of our AUM are equities, our financial results are subject to equity market risk as revenues from our investment 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’s Chief Investment Officer oversees~~Tax Cuts and Jobs Act (the “Act”) enacted in December 2017 contains provisions that affect the ~~proprietary investment portfolios and allocations~~deductibility of ~~proprietary capital among~~named executive officer (“NEO”) compensation. Specifically, the ~~various strategies. The Chief Investment Officer and~~Act eliminates the ~~Board~~performance based compensation exception for NEO compensation deductibility, limiting the amount of ~~Directors review the proprietary investment portfolios throughout the year. Additionally, the Company monitors its proprietary investment portfolios~~deductible NEO compensation to ~~ensure that they are in compliance with the Company’s guidelines.~~$1 million annually per NEO.

~~Equity Price Risk~~

The Company earns substantially all of its revenue as advisory and distribution fees from affiliated open-end and closed-end funds and Institutional and Private Wealth Management 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, investments in securities of $101.4 million, $37.3 million and $32.9 million at September 30, 2017, December 31, 2016 and September 30, 2016, respectively, included investments in common stocks of $41.3 million, $37.2 million and $32.9 million, respectively, and investments in closed-end funds of $0.1 million, $0.1 million and $0, respectively. Of the $41.3 million, $37.2 million and $32.9 million, invested in common stocks at September 30, 2017, December 31, 2016 and September 30, 2016, respectively, $41.3 million, $37.1 million and $32.9 million, respectively, was related to our investment in Westwood Holdings Group Inc. Securities sold, not yet purchased are financial instruments purchased under agreements to resell and financial instruments sold under agreement to repurchase. These financial instruments are stated at fair value and are subject to market risks resulting from changes in price and volatility. At September 30, 2017, December 31, 2016 and September 30, 2016, there were no securities sold, not yet purchased.

The following table provides a sensitivity analysis for our investments in equity securities as of September 30, 2017 and December 31, 2016. The sensitivity analysis assumes a 10% increase or decrease in the value of these investments (in thousands):

Fair Value Fair Value
assuming assuming
10% decrease in 10% increase in
(unaudited) Fair Value equity prices equity prices
At September 30, 2017:
Equity price sensitive investments, at fair value $ 101,425 $ 91,282 $ 111,567
At December 31, 2016:
Equity price sensitive investments, at fair value $ 37,285 $ 33,557 $ 41,014

~~Interest Rate Risk~~

Our exposure to interest rate risk results, principally, from our investment of excess cash in a sponsored money market fund that holds U.S. Government securities. These investments are primarily short term in nature, and the carrying value of these investments generally approximates fair value. Based on September 30, 2017, cash and cash equivalent balance of $61.1 million, a 1% increase in interest rates would increase our interest income by $0.6 million annually. Given that our current return on these cash equivalent investments in this low interest rate environment is approximately 0.98% annually, an analysis of a 1% decrease is not meaningful.

Critical Accounting Policies and Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. 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~~dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting ~~periods.~~periods presented. Actual results could differ significantly from those estimates. See Note A1 in Part II, Item 8, Financial Statements and Supplementary Data, and the Company’s Critical Accounting Policies in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in GAMCO’s ~~2016 Annual Report~~2019 annual report on Form 10-K filed with the SEC on March ~~7, 2017~~6, 2020 for details on Critical Accounting Policies.

~~Item~~ITEM 3. ~~Quantitative and Qualitative Disclosures About Market Risk~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the normal course of its business, GAMCO is exposed to the 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 a financial intermediary and advisor for AUM in our affiliated ~~open-end~~Funds and ~~closed-end funds, institutional~~Institutional and ~~private wealth management~~PWM accounts, ~~and investment partnerships~~ as well as our proprietary investment and trading activities. At September 30, ~~2017,~~2020, we had equity investments of ~~$101.4~~$15.1 million. We may alter our investment holdings from time to time in response to changes in market risks and other factors considered appropriate by management. The equity securities investment portfolio is at fair value and ~~will~~may move in line with the equity markets. The ~~trading~~equity securities investment portfolio changes are recorded as ~~net gain~~loss from investments, net in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~income while~~Income included in Part I, Item 1 of this Form 10-Q.

Market Risk

Our primary market risk exposure is to changes in equity prices and interest rates. Since approximately 90% of our AUM is equities, our financial results are subject to equity market risk, as revenues from our investment management services are sensitive to stock market dynamics. In addition, returns from our proprietary investment portfolios are exposed to interest rate and equity market risk.

The Company’s Chief Investment Officer oversees the ~~available~~proprietary investment portfolios and allocations of proprietary capital among the various strategies. The Chief Investment Officer and the Company’s Board of Directors review the proprietary investment portfolios throughout the year. Additionally, the Company monitors its proprietary investment portfolios to ensure that they are in compliance with the Company’s guidelines.

Equity Price Risk

The Company earns substantially all of its revenue as advisory and incentive fees and distribution fees from affiliated Funds and Institutional and PWM 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 may have a corresponding effect on the Company’s revenues.

Related to our proprietary investment activities, we had investments in equity securities of $15.1 million at September 30, 2020, which included investments in common stocks of $13.6 million, investments in mutual funds of $1.0 million, and investments in closed-end Funds of $0.5 million, and at December 31, 2019, we had investments in securities of $27.7 million, which included investments in common stocks of $26.5 million, investments in mutual funds of $0.7 million, and investments in closed-end Funds of $0.5 million. Of the $13.6 million and $26.5 million invested in common stocks at September 30, 2020 and December 31, 2019, respectively, $6.2 million and $16.4 million, respectively, was related to our investment in Westwood Holdings Group Inc. (NYSE: WHG).

The following table provides a sensitivity analysis for ~~sale portfolio changes are recorded~~our investments in ~~accumulated other comprehensive income~~equity securities as of September 30, 2020 and December 31, 2019 (in thousands). The sensitivity analysis assumes a 10% increase or decrease in the ~~condensed consolidated statements~~value of ~~financial condition.~~these investments:

(unaudited)	Fair Value		Fair Value assuming 10% decrease in equity prices		Fair Value assuming 10% increase in equity prices
At September 30, 2020:
Equity price sensitive investments, at fair value	$	15,071	$	13,565	$	16,579
At December 31, 2019:
Equity price sensitive investments, at fair value	$	27,726	$	24,953	$	30,499

Interest Rate Risk

Our exposure to interest rate risk results, principally, from our investment of excess cash in a sponsored money market fund that holds U.S. government securities. These investments are primarily short term in nature, and the carrying value of these investments generally approximates fair value. Based on the September 30, 2020 cash and cash equivalents balance of $20.3 million, a 1% increase in interest rates would increase our interest income by $0.2 million annually. Given the current low interest rate environment, an analysis of a 1% decrease is not meaningful.

~~Item~~ITEM 4. ~~Controls and Procedures~~CONTROLS AND PROCEDURES

We evaluated the effectiveness of our disclosure controls and procedures as of September 30, ~~2017.~~2020. Disclosure controls and procedures as defined under the 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 SEC rules and regulations. Disclosure controls and procedures include, without limitation, controls and procedures accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and ~~Co-Chief Accounting Officers~~Principal Financial Officer (“~~CAOs”~~PFO”), to allow timely decisions regarding required disclosure. Our CEO and ~~CAOs~~PFO participated in this evaluation and concluded that, as of the date of September 30, ~~2017,~~2020, 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.

~~Forward-Looking Information~~PART II: OTHER 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 beliefs 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~~

~~Item 1.~~

~~Legal Proceedings~~

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company may be named in legal actions and proceedings. These actions may seek substantial or indeterminate compensatory as well as punitive damages or injunctive relief. The Company is also subject to governmental or regulatory examinations or investigations. The examinations or investigations could result in adverse judgments, settlements, fines, injunctions, restitutions, or other relief. For any such matters, the condensed consolidated financial statements in Part I, Item I of this Form 10-Q include the necessary provisions for losses that the Company believes are probable and estimable. Furthermore, the Company evaluates whether there exist losses which may be reasonably possible and, ~~will,~~ if material, ~~make~~makes the necessary disclosures. However, management believes such amounts, both those that are probable and those that are reasonably possible, are not material to the Company’s financial condition, operations, or cash flows at September 30, ~~2017.~~2020. See also Note 10, Commitments and Contingencies, to the condensed consolidated financial statements in Part I, Item I of this Form 10-Q.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in our annual report on Form 10-K for the year ended December 31, 2019, except as disclosed in our quarterly report on Form 10-Q for the three months ended March 31, 2020. For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 6, 2020 and in our quarterly report on Form 10-Q for the three months ended March 31, 2020 filed with the SEC on May 8, 2020, which are accessible on the SEC’s website at sec.gov and the Company’s website at gabelli.com.

~~Item~~ITEM 2. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information ~~with respect to the repurchase~~regarding purchases of Class A ~~Common~~ Stock made by or on behalf of ~~GAMCO~~the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended September 30, ~~2017:~~2020:

(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
7/01/17 - 7/31/17 - $ - - 574,648
8/01/17 - 8/31/17 113,121 29.53 113,121 886,879
9/01/17 - 9/30/17 18,359 28.74 18,359 868,520
Totals 131,480 $ 29.42 131,480

Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾		Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs		Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
7/01/20 - 7/31/20		38,422	$	12.28		38,422		n/a	$	$28,755,393
8/01/20 - 8/31/20		59,910		12.48		59,910		2,951,826		n/a
9/01/20 - 9/30/20		35,051		11.87		35,051		2,916,775		n/a
Totals		133,383	$	12.26		133,383

~~In August 2017, the Board of Directors increased the buyback authorization by 425,352 shares of GBL Class A stock. Our stock repurchase program is not subject to an expiration date.~~

~~Item 6.~~ ~~(a) Exhibits~~

(1)

~~10.20~~

~~Restricted Stock Unit Agreement, dated September 30, 2017, by and between GAMCO Investors, Inc. and Mario J. Gabelli.~~ ~~(Incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 8-K dated September 30, 2017 filed with the Securities and Exchange Commission on October 5, 2017).~~

On trade date basis.

ITEM 6. EXHIBITS

31.1

~~31.1~~

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

	~~31.2~~	~~Certification of co-CAO pursuant to Rule 13a-14(a).~~

31.2	~~31.3~~	Certification of ~~co-CAO~~PFO pursuant to Rule 13a-14(a).

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

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


101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema ~~Document~~ Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase ~~Document~~ Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase ~~Document~~ Document.

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase ~~Document~~ Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase ~~Document~~ Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

~~SIGNATURES~~SIGNATURE

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 Caterina	~~Name: Diane M. LaPointe~~
Title: ~~Co-Chief Accounting~~Principal Financial Officer	~~Title: Co-Chief Accounting Officer~~

Date: November ~~7, 2017~~6, 2020	~~Date: November 7, 2017~~


Delaware		13-4007862
(State ofor other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

191 Mason Street, Greenwich, CT 06830 One Corporate Center, Rye, NY 10580		~~10580-1422~~ (203) 629-2726
(Address of principle executive offices)(Zip Code)		~~(Zip Code)~~

Large accelerated filer☐	Accelerated filer ☒

Non-accelerated filer☐	Smaller reporting company o ☒	Emerging growth company ☐

Class		Outstanding at October 31, ~~2017~~2020
Class A Common Stock, ~~.001~~$0.001 par value	(Including ~~164,050~~1,014,450 restricted stock awards)	~~10,089,844~~8,432,028
Class B Common Stock, ~~.001~~$0.001 par value		~~19,062,168~~19,024,117


GAMCO INVESTORS, INC.
(Exact name of Registrant as specified in its charter)

~~(914) 921-3700~~
~~Registrant's~~Registrant’s telephone number, including area code

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, $0.001 par value		GBL		New York Stock Exchange