Investments in Partnerships, Offshore Funds and Variable Interests | D. Investments in Partnerships, Offshore Funds and Variable Interest Entities ("VIEs") The Company is general partner or co-general partner of various affiliated entities in which the Company has investments totaling $87.2 million, $94.2 million and $93.2 million at September 30, 2015, December 31, 2014 and September 30, 2014, respectively, and whose underlying assets consist primarily of marketable securities (the "affiliated entities"). We also have investments in unaffiliated entities of $13.8 million, $13.4 million and $14.2 million at September 30, 2015, December 31, 2014 and September 30, 2014, respectively (the "unaffiliated entities"). On a quarterly basis, we evaluate each entity for the appropriate accounting treatment and disclosure. Certain of the affiliated entities, and none of the unaffiliated entities, are consolidated. For those entities where consolidation is not deemed to be appropriate, we report them in our condensed consolidated statement of financial condition under the caption "Investments in partnerships". This caption includes those investments, in both affiliated and unaffiliated entities, which the Company accounts for under the equity method of accounting, as well as certain investments that the feeder funds hold that are carried at fair value, as described in Note C. The Company reflects the equity in earnings of these equity method investees and the change in fair value of the consolidated feeder funds ("CFFs") under the caption Net gain/(loss) from investments on the condensed consolidated statements of income. The following table highlights the number of entities, including voting interest entities ("VOEs"), that we consolidate as well as under which accounting guidance they are consolidated, including CFFs, which retain their specialized investment company accounting in consolidation, partnerships and offshore funds. Entities consolidated CFFs Partnerships Offshore Funds Total VIEs VOEs VIEs VOEs VIEs VOEs VIEs VOEs Entities consolidated at December 31, 2013 1 2 - 1 - 1 1 4 Additional consolidated entities - - - - - - - - Deconsolidated entities - - - - - - - - Entities consolidated at September 30, 2014 1 2 - 1 - 1 1 4 Additional consolidated entities - - - - - - - - Deconsolidated entities - - - - - - - - Entities consolidated at December 31, 2014 1 2 - 1 - 1 1 4 Additional consolidated entities - 1 - 1 1 - 1 2 Deconsolidated entities - (1) - - - (1) - (2) Entities consolidated at September 30, 2015 1 2 - 2 1 - 2 4 At and for the nine months ended September 30, 2015, the one CFF VIE is consolidated, as the Company has been determined to be the primary beneficiary because it has an equity interest and absorbs the majority of the expected losses and/or expected gains. At and for the nine months ended September 30, 2015, the one CFF VOE and one Partnership VOE are consolidated because the unaffiliated partners or shareholders lack substantive kick-out rights, and the Company, as either the general partner or investment manager, is deemed to have control. During the three months ended June 30, 2015, it was determined that an additional Partnership VOE should be consolidated when the Partnership was created on April 1, 2015 without unaffiliated capital and an Offshore Fund VIE should be consolidated as the last unaffiliated investor withdrew during the second quarter. Additionally, during the three months ended March 31, 2015, an Offshore Fund VOE was deconsolidated as the Company's ownership percentage fell below 50%, a CFF VOE was deconsolidated when it was closed and a different CFF VOE was consolidated as the last unaffiliated investor withdrew on March 31, 2015. At and for the nine months ended September 30, 2014 and at December 31, 2014, one CFF VIE is consolidated, as the Company has been determined to be the primary beneficiary because it has an equity interest and absorbs the majority of the expected losses and/or expected gains. At and for the nine months ended September 30, 2014 and at December 31, 2014, two CFF VOEs, one Partnership VOE and one Offshore Fund VOE are consolidated because the unaffiliated partners or shareholders lack substantive rights, and the Company, as either the general partner or investment manager, is deemed to have control. The following table breaks down the investments in partnerships line by accounting method, either fair value or equity method, and investment type (in thousands): September 30, 2015 Investment Type Affiliated Unaffiliated Consolidated Accounting method Feeder Funds Partnerships Offshore Funds Partnerships Offshore Funds Total Fair Value $ 14,317 $ - $ - $ - $ - $ 14,317 Equity Method - 38,318 34,552 6,286 7,552 86,708 Total $ 14,317 $ 38,318 $ 34,552 $ 6,286 $ 7,552 $ 101,025 December 31, 2014 Investment Type Affiliated Unaffiliated Consolidated Accounting method Feeder Funds Partnerships Offshore Funds Partnerships Offshore Funds Total Fair Value $ 23,803 $ - $ - $ - $ - $ 23,803 Equity Method - 34,385 36,033 6,552 6,864 83,834 Total $ 23,803 $ 34,385 $ 36,033 $ 6,552 $ 6,864 $ 107,637 September 30, 2014 Investment Type Affiliated Unaffiliated Consolidated Accounting method Feeder Funds Partnerships Offshore Funds Partnerships Offshore Funds Total Fair Value $ 24,094 $ - $ - $ - $ - $ 24,094 Equity Method - 34,967 34,185 6,611 7,577 83,340 Total $ 24,094 $ 34,967 $ 34,185 $ 6,611 $ 7,577 $ 107,434 The following table includes the net impact by line item on the condensed consolidated statements of financial condition for each category of entity consolidated (in thousands): September 30, 2015 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Assets Cash and cash equivalents $ 425,549 $ 2 $ 52 $ 13 $ 425,616 Investments in securities 118,401 - 7,807 709 126,917 Investments in sponsored investment companies 115,046 - - - 115,046 Investments in partnerships 105,097 4,817 (8,504) (385) 101,025 Receivable from brokers 50,960 - 1,933 25 52,918 Investment advisory fees receivable 28,615 5 9 - 28,629 Other assets 22,363 16 137 2 22,518 Total assets $ 866,031 $ 4,840 $ 1,434 $ 364 $ 872,669 Liabilities and equity Securities sold, not yet purchased $ 5,231 $ - $ 140 $ 206 $ 5,577 Accrued expenses and other liabilities 188,770 38 155 81 189,044 Total debt 106,750 - - - 106,750 Redeemable noncontrolling interests - 4,802 1,139 77 6,018 Total equity 565,280 - - - 565,280 Total liabilities and equity $ 866,031 $ 4,840 $ 1,434 $ 364 $ 872,669 December 31, 2014 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Assets Cash and cash equivalents $ 298,149 $ (11) $ 86 $ - $ 298,224 Investments in securities 200,443 - 7,801 51,293 259,537 Investments in sponsored investment companies 39,537 - - - 39,537 Investments in partnerships 111,380 4,438 (8,181) - 107,637 Receivable from brokers 24,301 - 623 51,155 76,079 Investment advisory fees receivable 42,102 (6) (2) (222) 41,872 Other assets 43,393 - - 151 43,544 Total assets $ 759,305 $ 4,421 $ 327 $ 102,377 $ 866,430 Liabilities and equity Securities sold, not yet purchased $ 9,991 $ - $ - $ 604 $ 10,595 Accrued expenses and other liabilities 109,356 22 24 38,141 147,543 Total debt 112,163 - - - 112,163 Redeemable noncontrolling interests - 4,399 303 63,632 68,334 Total equity 527,795 - - - 527,795 Total liabilities and equity $ 759,305 $ 4,421 $ 327 $ 102,377 $ 866,430 September 30, 2014 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Assets Cash and cash equivalents $ 358,316 $ 7 $ 98 $ - $ 358,421 Investments in securities 203,280 - 8,836 42,514 254,630 Investments in sponsored investment companies 39,520 - - - 39,520 Investments in partnerships 110,679 4,684 (7,929) - 107,434 Receivable from brokers 31,388 - 306 48,191 79,885 Investment advisory fees receivable 31,221 17 (1) (82) 31,155 Other assets 28,528 24 (1,000) 163 27,715 Total assets $ 802,932 $ 4,732 $ 310 $ 90,786 $ 898,760 Liabilities and equity Securities sold, not yet purchased $ 13,549 $ - $ - $ 631 $ 14,180 Accrued expenses and other liabilities 166,209 71 31 39,009 205,320 Total debt 111,941 - - - 111,941 Redeemable noncontrolling interests - 4,661 279 51,146 56,086 Total equity 511,233 - - - 511,233 Total liabilities and equity $ 802,932 $ 4,732 $ 310 $ 90,786 $ The following table includes the net impact by line item on the condensed consolidated statements of income for each category of entity consolidated (in thousands): Three Months Ended September 30, 2015 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Total revenues $ 96,558 $ (10) $ (2) $ - $ 96,546 Total expenses 60,304 23 20 3 60,350 Operating income 36,254 (33) (22) (3) 36,196 Total other income/(expense), net (12,093) (268) (120) (19) (12,500) Income before income taxes 24,161 (301) (142) (22) 23,696 Income tax provision 9,245 - - - 9,245 Net income 14,916 (301) (142) (22) 14,451 Net loss attributable to noncontrolling interests (53) (301) (142) (22) (518) Net income attributable to GAMCO $ 14,969 $ - $ - $ - $ 14,969 Three Months Ended September 30, 2014 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Total revenues $ 111,073 $ (7) $ - $ (208) $ 110,858 Total expenses 66,980 20 12 260 67,272 Operating income 44,093 (27) (12) (468) 43,586 Total other income, net (7,462) (186) (18) (2,323) (9,989) Income before income taxes 36,631 (213) (30) (2,791) 33,597 Income tax provision 13,045 - - - 13,045 Net income 23,586 (213) (30) (2,791) 20,552 Net income attributable to noncontrolling interests (79) (213) (30) (2,791) (3,113) Net income attributable to GAMCO $ 23,665 $ - $ - $ - $ 23,665 Nine Months Ended September 30, 2015 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Total revenues $ 303,139 $ (26) $ (4) $ (14) $ 303,095 Total expenses 197,828 95 50 32 198,005 Operating income 105,311 (121) (54) (46) 105,090 Total other income/(expense), net (3,016) (177) (102) 9 (3,286) Income before income taxes 102,295 (298) (156) (37) 101,804 Income tax provision 38,547 - - - 38,547 Net income 63,748 (298) (156) (37) 63,257 Net loss attributable to noncontrolling interests (98) (298) (156) (37) (589) Net income attributable to GAMCO $ 63,846 $ - $ - $ - $ 63,846 Nine Months Ended September 30, 2014 Prior to Offshore Consolidation CFFs Partnerships Funds As Reported Total revenues $ 324,287 $ (21) $ (2) $ (633) $ 323,631 Total expenses 205,207 34 38 730 206,009 Operating income 119,080 (55) (40) (1,363) 117,622 Total other income, net 6,172 20 19 (1,186) 5,025 Income before income taxes 125,252 (35) (21) (2,549) 122,647 Income tax provision 44,796 - - - 44,796 Net income 80,456 (35) (21) (2,549) 77,851 Net income/(loss) attributable to noncontrolling interests (113) (35) (21) (2,549) (2,718) Net income attributable to GAMCO $ 80,569 $ - $ - $ - $ 80,569 Variable Interest Entities We sponsor a number of investment vehicles where we are the general partner or investment manager. Certain of these vehicles are VIEs, but we are not the primary beneficiary, in all but two cases, because we do not absorb a majority of the entities' expected losses and/or expected returns, and they are, therefore, not consolidated. We consolidate the two VIEs where we are the primary beneficiary. The Company has not provided any financial or other support to those VIEs where we are not the primary beneficiary. The total net assets of these non-consolidated VIEs at September 30, 2015, December 31, 2014 and September 30, 2014 were $65.8 million, $71.6 million and $59.8 million, respectively. On September 30, 2015, the maximum exposure to loss as a result of our involvement with the non-consolidated VIEs is limited to the investment in one VIE of $9.6 million and the deferred carried interest that we have in another of $38,000 which was included in investments in partnerships on the condensed consolidated statements of financial condition. On December 31, 2014 and September 30, 2014, our maximum exposure to loss as a result of our involvement with the non-consolidated VIEs is limited to the investment in two VIEs of $10.6 million and $8.6 million, respectively, and the deferred carried interest that we have in another of $43,000 and $44,000, respectively, which was included in investments in partnerships on the condensed consolidated statements of financial condition. Additionally, as the general partner or investment manager to these VIEs the Company earns fees in relation to these roles, which given a decline in AUMs of the VIEs would result in lower fee revenues earned by the Company which would be reflected on the condensed consolidated statement of income, condensed consolidated statement of financial condition and condensed consolidated statement of cash flows. The assets of these VIEs may only be used to satisfy obligations of the VIEs. The following table presents the balances related to the VIEs that are consolidated and are included on the condensed consolidated statements of financial condition as well as GAMCO's net interest in the VIEs. There are two VIEs consolidated at September 30, 2015 and one VIE consolidated at December 31, 2014 and September 30, 2014: September 30, 2015 December 31, 2014 September 30, 2014 (In thousands) Cash and cash equivalents $ 13 $ - $ 1 Investments in securities 709 - - Investments in partnerships 5,116 13,434 13,618 Receivable from brokers 25 - - Other assets 3 - - Payable to brokers (62) - - Securities sold, not yet purchased (206) - - Accrued expenses and other liabilities (27) (12) (15) Redeemable noncontrolling interests (615) (794) (962) GAMCO's net interests in consolidated VIE $ 4,956 $ 12,628 $ 12,642 |