Related Party Transactions | G. Related Party Transactions The following is a summary of certain related party transactions. GGCP Holdings LLC owns a majority of our Class B Stock, representing approximately 93% of the combined voting power and 72% of the outstanding shares of our common stock at December 31, 2015. Loans with GAMCO GSI entered into a $15 million demand loan with GAMCO on March 15, 2004 at a rate of 5.5% per year. On February 28, 2007, GSI paid back $5 million to GAMCO. GSI entered into an additional demand loan for $16 million with GAMCO on August 17, 2010 at a rate of 5.5% per year. On March 7, 2014, the Company repaid $10 million of the loan to GAMCO. On December 28, 2015, GSI repaid the remaining $16 million balance owed to GAMCO. As of December 31, 2015, there are no demand loans outstanding with GAMCO. The balance at December 31, 2014, which approximates the fair value, was $16 million and was included in payable to affiliates on the consolidated statements of financial condition. The interest was $0.9 million and $1.0 million in 2015 and 2014, respectively, and is included in interest expense on the combined consolidated statements of income. On November 27, 2015, GSI purchased from GAMCO 4.4 million shares of GAMCO Class A common stock in exchange for a five-year 4% note payable of $150 million ("GSI Note"). As part of the Spin-off of AC from GAMCO on November 30, 2015, GAMCO contributed the GSI Note to AC. During 2015, GSI paid to GAMCO $66,000 of interest which is included in interest expense on the combined consolidated statements of income. GAMCO issued the GAMCO Note to AC Group in the original principal amount of $250.0 million used to partially capitalize the Company in connection with the Spin-off. See Note A. Organization and Spin-off Transaction. Investment in Securities At December 31, 2015 and 2014, approximately $41 million and $80 million, respectively, of our proprietary investment accounts, which were included in investments in securities on the consolidated statements of financial condition, were managed by our analysts or portfolio managers other than Mr. Mario Gabelli. The individuals managing these accounts receive 20% of the net profits, if any, earned on the accounts. In August 2006, a son of the Chairman was given responsibility for managing a proprietary investment account, on which he would be paid, on an annual basis, 20% of any net profits earned on the account for the year. The account was initially funded with approximately $40 million during 2006, and subsequent withdrawals have totaled $40 million from 2009 through 2015. The balance in the account at December 31, 2015 was $13.7 million, of which $2.4 million is owed to the portfolio manager representing his earnings that have been re-invested in the account. For 2015 and 2014, this account was up 2.4% and 1.6%, respectively, and therefore he earned approximately $0.1 million and $0.1 million, respectively, for managing this account. At December 31, 2015 and 2014, the Company had investments of $205.7 million and $285.5 million, respectively, invested in the Gabelli U.S. Treasury Money Market Fund, which is recorded in cash and cash equivalents on the consolidated statements of financial condition. Investments in affiliated equity mutual funds ("Funds"), which are advised by Gabelli Funds, LLC and Teton Advisors, Inc., which is majority-owned by GGCP Holdings, LLC, which is also the majority stockholder of GAMCO, at December 31, 2015 and 2014 totaled $119.8 million and $40.9 million, respectively, and are included in either investments in securities or investments in affiliated registered investment companies on the consolidated statements of financial condition. Investment in Partnerships We had an aggregate investment in affiliated partnerships and offshore funds of approximately $89.3 million and $94.2 million at December 31, 2015 and 2014, respectively. Investment Advisory Services Gabelli Securities International Limited ("GS International") was formed in 1994 to provide management and investment advisory services to offshore funds and accounts. Marc Gabelli, President and a director of the Company, owns 55% of GS International, and GSI owns the remaining 45%. In 1994, Gabelli International Gold Fund Limited ("GIGFL"), an offshore investment company investing primarily in securities of issuers with gold-related activities, was formed and GS International entered into an agreement to provide management services to GIGFL. GSI in turn entered into an agreement with GS International to provide investment advisory services to GIGFL in return for receiving all investment advisory fees paid by GIGFL. Pursuant to such agreement, GSI earned investment advisory fees of $3,304 and no incentive fees for 2015. Comparable amounts for 2014 were $11,096 and no incentive fee. As of December 31, 2015 and 2014, there were $7,904, and $2,936, respectively, payable to GIGFL included in payables to affiliates on the consolidated statements of financial condition relating to advisory fees. In April 1999, Gabelli Global Partners, Ltd. ("GGP Ltd."), an offshore investment fund, was incorporated. GS International and Gemini Capital Management, LLC ("Gemini"), an entity owned by Marc Gabelli, the President of AC, were engaged by GGP Ltd. as investment advisors as of July 1, 1999. GGP Ltd. paid all of the advisory fees for 2015 and 2014 in the amounts of $56,708 and $286,360, respectively, to GS International. For 2014, GGP Ltd. paid all of the incentive fees in the amount of $20,886, to GS International. There were no incentive fees earned in 2015. In April 1999, GSI formed Gabelli Global Partners, L.P., an investment limited partnership for which GSI and Gemini are the general partners. In March 2002, Gabelli Global Partners, L.P. changed its name to Gemini Global Partners, L.P. Gemini and GSI each received half of the advisory fee paid by the partnership to the general partners in the amount of $70,345 and $78,288 for 2015 and 2014, respectively. In 2015 and 2014, the incentive fees earned were $0 and $178, respectively. As of December 31, 2015 and 2014, there were $168,311 and $98,144, respectively, receivable from Gemini Global Partners, L.P. included in receivables from affiliates on the consolidated statements of financial condition. Compensation Prior to the Spin-off, the amount of management fee reflected on the financial statements is a carve-out from the historical GAMCO consolidated financial statements. Under this methodology, the management fee expense can be a contra-expense. Subsequent to the Spin-off on November 30, 2015, and in accordance with Mr. Gabelli's employment agreement, the Company will pay the Chairman, or his designated assignee, a monthly management fee equal to 10% of the Company's pretax profits before consideration of this fee and before consolidation of the various consolidated feeder funds and partnerships discussed in Note D. In no circumstances will this fee be a contra-expense to the Company subsequent to the Spin-off on November 30, 2015. In 2015 and 2014, the Company recorded management fee expense or (contra-expense) of ($309,000) and ($37,000), respectively. These fees are recorded as management fee on the combined consolidated statements of income. Prior to January 1, 2015, the Company also paid GAMCO an administrative management fee of 2.75% of total brokerage income (as defined in an agreement between the parties). In 2014, the administrative management fee amounted to $235,920. These fees are recorded as other operating expenses on the combined consolidated statements of income. Income Taxes As a result of the Spin-off, the operations of the Company's subsidiaries are included in the consolidated U.S. federal and certain state and local income tax returns of GAMCO for the first eleven months of the 2015. The Company will file consolidated U.S. federal and certain state and local income tax returns for the last month of 2015. The Company's subsidiaries' federal and certain state and local income taxes are calculated as if the Company's subsidiaries filed on a separate return basis, and the amount of current and deferred tax or benefit is either remitted to or received from GAMCO for the first eleven months of 2015 or the Company for December 2015 using a benefits for loss approach such that net operating loss (or other tax attribute) is characterized as realized by the Company's subsidiaries when those tax attributes are utilized in the consolidated tax return of GAMCO or the Company. This is the case even if the Company's subsidiaries would not otherwise have realized those tax attributes. Affiliated Receivables/Payables At December 31, 2015, the receivable from affiliates consists primarily of cash owed to AC by GAMCO related to the Spin-off. At December 31, 2014, the receivable from affiliates consists primarily of expenses paid on behalf of affiliates by the Company. At December 31, 2014, the payable to affiliates primarily consisted of the loan payable to GAMCO of $16 million, and compensation and administrative expenses of $4.7 million which is payable on demand. GAMCO Capital Lease On December 5, 1997, GAMCO entered into a fifteen-year lease, expiring on April 30, 2013, of office space at 401 Theodore Fremd Ave, Rye, NY from M4E, LLC, an entity owned by the adult children of the GAMCO Chairman, one of whom joined GAMCO's board of directors in June 2014. On September 15, 2008, GAMCO modified and extended this lease to December 31, 2023, and on June 11, 2013, GAMCO further modified and extended this lease to December 31, 2028. The Company paid $310,566 and $312,014 to GAMCO in 2015 and 2014, respectively, for its use of the Rye location. The amounts are included within other operating expenses on the combined consolidated statements of income. Other In 2015 and 2014, the Company earned $4.9 million and $4.7 million, respectively, or 59% and 54%, respectively, of its commission revenue, which is included in institutional research services on the combined consolidated statements of income, from transactions executed on behalf of Funds and private wealth management clients advised by GAMCO Asset Management Inc., a wholly-owned subsidiary of GAMCO. As required by the Company's Code of Ethics, staff members are required to maintain their brokerage accounts at G.research unless they receive permission to maintain an outside account. G.research offers its entire staff the opportunity to engage in brokerage transactions at discounted commission rates. Accordingly, many of our staff members, including the executive officers or entities controlled by them, have brokerage accounts at G.research and have engaged in securities transactions at discounted rates. GAMCO Asset Management Inc. and Gabelli Funds, LLC paid $0.7 million and $0.8 million, respectively, to the Company pursuant to research services agreements (see Note B) for both years ended December 31, 2015 and 2014. During 2014, the Company participated as agent in the at the market offerings of The Gabelli Global Gold, Natural Resources & Income Trust ("GGN"). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to these offerings of $0.6 million during 2014 which is included in institutional research services on the combined consolidated statements of income. There were no sales manager fees earned from GGN offerings during 2015. In September 2014, the Company acted as co-underwriter in The Gabelli Healthcare & WellnessRx Trust 5.875% Series B Cumulative Preferred Stock ("GRX Series B") offering. Underwriting fees and selling concessions, net of expenses, related to the GRX Series B launch were approximately $19,000 and are included in institutional research services in the combined consolidated statements of income. During 2014, the Company also acted as Dealer Manager for The Gabelli Healthcare & WellnessRx Trust, The Gabelli Multimedia Trust, and The Gabelli Equity Trust common stock rights offerings. During 2014, the Company earned no revenue for this role. On July 27, 2011, the Company entered into a Distribution Agreement with G.distributors, LLC ("G.distributors"). As stated in the Distribution Agreement, the Company is the broker of record for certain ongoing client relationships for which it earns distribution fees. Subsequent to July 31, 2011, the Company recorded distribution fees revenue of $0.3 million and $0.5 million in 2015 and 2014, respectively, in relation to this role. On July 1, 2015, these mutual fund distribution assets were transferred out of the Company. At December 31, 2014, distribution fees of $44,460 are due from G.distributors and are included in the other assets on the combined consolidated statements of financial condition. On June 30, 2015, G.research, LLC was formed as a single member LLC of Distributors Holdings, Inc. ("DHI"), a 100% subsidiary of GSI, to transfer the distribution assets of G.research, Inc. through a series of steps to G.distributors. On July 1, 2015, G.research, Inc. was merged into G.research, LLC. As a result of the merger, a deferred tax liability of $1,937,670 was transferred to G.research, LLC's sole member, DHI, resulting in a capital contribution to G.research, LLC. The distribution assets were then transferred from G.research, LLC to DHI for their fair value of $234,000, also resulting in a capital contribution to G.research, LLC. DHI transferred G.research, LLC to GSI resulting in a deferred tax asset of $88,227 (tax effect of the transferred distribution assets of $234,000) to be recorded on DHI's books and a deferred tax liability of $88,227 to be recorded on the books of G.research, LLC. GSI transferred DHI to GAMCO Asset Management Inc. GAMCO Asset Management Inc. subsequently transferred its 100% owned subsidiary, G.distributors, to DHI. DHI then transferred the distribution assets to G.distributors. Pursuant to an agreement between the Company and Gabelli Funds, LLC, Gabelli Funds, LLC pays to GSI 90% of the net revenues received by Gabelli Funds, LLC related to being the advisor to the SICAV. Net revenues is defined as gross advisory fees less expenses related to payouts and expenses of the SICAV paid by Gabelli Funds, LLC. The amounts paid by Gabelli Funds, LLC to GSI for 2015 and 2014 are $1,007,164 and $252,419, respectively, and are included in management fees on the consolidated statements of operations. As general partner or co-general partner of various affiliated limited partnerships, the Company receives a management fee based on a percentage of each partnership's net assets and a 20% incentive allocation based on economic profits. |