UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2021
| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-14761
GAMCO INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Delaware
| | 13-4007862
|
| (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
| | | |
191 Mason Street, Greenwich, CT
One Corporate Center, Rye, NY
| | 06830 10580
|
| (Address of principal executive office) |
| (Zip Code) |
(Registrant’s telephone number, Including area code) (203) 629-2726
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Securities registered pursuant to Section 12(b) of the Act:
| 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
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
| ☐
| | Accelerated Filer
| ☒
| | |
Non-accelerated Filer
| ☐
| | Smaller reporting company
| ☒
|
| |
| | | | Emerging growth company
| ☐
| | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
☒
Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practical date.
| Class | | Outstanding at April 30, 2021 | |
| Class A Common Stock, $0.001 par value | (Including 983,070 restricted stock awards) | 8,290,951 | |
| Class B Common Stock, $0.001 par value | | 19,024,117 | |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q for GAMCO Investors, Inc. for the three months ended March 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2021 (the “Original Form 10-Q”). Unless the context otherwise requires, all references to “GAMCO,” “the Company,” “the Firm,” “we,” “us,” and “our” or similar terms are to GAMCO Investors, Inc., its predecessors, and its subsidiaries.
The registrant is filing this Amendment solely to clarify the description of the registrant’s special dividend of 2-year interest-bearing subordinated debentures (“Debentures”) within Item 5, Other Information, to disclose that the Debentures will be non-transferable.
Pursuant to Rule 12b-15, this Amendment also contains new certifications for our Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350, which are attached as exhibits hereto. This Amendment does not include financial statements and accordingly, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Except for the amendment and restatement of Part II, Item 6 of the Original Form 10-Q to include the new certifications referred to above and the above-mentioned changes to Item 5 of the Original Form 10-Q, no other changes are made to the Original Form 10-Q. The Original Form 10-Q continues to speak as of the date of the Original Form 10-Q and except as described above this Amendment does not reflect events occurring after the filing of the Original Form 10-Q, nor does it modify or update in any way the disclosures contained in the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q.
PART II: OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On May 5, 2021, the Company’s Board of Directors declared a special dividend of $2.00 in principal amount of 2-year interest-bearing subordinated debentures (the “Debentures”) for each share of common stock which is payable on June 15, 2021 to class A and class B shareholders of record on June 1, 2021. The Debentures will bear interest at a rate of 4% per annum in year one and 5% per annum in year two and mature on June 15, 2023. Interest on the Debentures is payable on June 15 and December 15 of each year. The Debentures will not be transferable, but will be puttable at par, in whole or in part, starting on September 15, 2021.
ITEM 6. EXHIBITS
31.1 | | Certification of CEO pursuant to Rule 13a-14(a) with respect to the Original Form 10-Q.(1) |
31.2 | | Certification of PFO pursuant to Rule 13a-14(a) with respect to the Original Form 10-Q.(1) |
31.3 | | Certification of CEO pursuant to Rule 13a-14(a).* |
31.4 | | Certification of PFO pursuant to Rule 13a-14(a).*
|
32.1 | | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 with respect to the Original Form 10-Q.(1) |
32.2 | | Certification of PFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 with respect to the Original Form 10-Q.(1) |
101.INS | | Inline XBRL Instance Document
|
101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*Filed herewith.
(1) Incorporated by reference to the Company's Form 10-Q filed by the Company on May 5, 2021.
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 Name: Kieran Caterina
Title: Principal Financial Officer
Date: May 7, 2021
