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 94% of the combined voting power and 76% of the outstanding shares of our common stock at December 31, 2016. Loans with GAMCO GCIA 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, GCIA paid back $5 million to GAMCO. GCIA 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, GCIA repaid $10 million of the loan to GAMCO. On December 28, 2015, GCIA repaid the remaining $16 million balance owed to GAMCO. As of December 31, 2015, there are no demand loans outstanding with GAMCO. The interest was $0.9 million in 2015 and is included in interest expense on the consolidated statements of income. On November 27, 2015, GCIA 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 (“GCIA Note”). As part of the spin-off of AC from GAMCO on November 30, 2015, GAMCO contributed the GCIA Note to AC. During 2015, GCIA paid to GAMCO $66,000 of interest which is included in interest expense on the consolidated statements of income. The GCIA Note is thus now an intercompany note within the AC Group. 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. During the year ended December 31, 2016, AC received principal repayments totaling $150 million on the GAMCO Note. $50 million of the prepayment was applied against the principal amount due on November 30, 2016, $40 million against the principal amount due on November 30, 2017, $30 million against the principal amount due on November 30, 2018, and $30 million against the principal amount due on November 30, 2019. Of the $100 million principal amount outstanding, $10 million is due on November 30, 2017, $20 million is due on November 30, 2018, $20 million is due on November 30, 2019, and $50 million is due on November 30, 2020. Related i nterest income of $7.8 million is included in interest and dividend income on the consolidated statements of income . See Note A. Organization. Investment in Securities At December 31, 2016 and 2015, approximately $39 million and $41 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 Executive 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 2016. The balance in the account at December 31, 2016 and 2015 was $14.6 million and $13.7 million, respectively, of which $2.7 million and $2.4 million, respectively, is owed to the portfolio manager representing his earnings that have been re-invested in the account. For 2016 and 2015, this account was up 6.6% and 2.4%, respectively, and therefore he earned approximately $0.1 million and $0.1 million, respectively, for managing this account. For the year ended December 31, 2016, the Company recorded dividend income of $0.4 million relating to its investment in GAMCO common stock, which is included in interest and dividend income on the consolidated statements of income. At December 31, 2016 and 2015, the Company had investments of $314.1 million and $205.7 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, 2016 and 2015 totaled $132.1 million and $119.8 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 $112.3 million and $89.3 million at December 31, 2016 and 2015, 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, a director of the Company, owns 55% of GS International, and GCIA 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. GCIA 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, GCIA earned no investment advisory fees or incentive fees for 2016. Comparable amounts for 2015 were $3,304 and no incentive fee. As of December 31, 2016 and 2015, there were $0, and $7,904, respectively, payable to GIGFL included in payables to affiliates on the consolidated statements of financial condition relating to advisory fees. In April 1999, GCIA formed Gabelli Global Partners, L.P., an investment limited partnership for which GCIA 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 GCIA are each due half of the advisory fee earned by the partnership to the general partners in the amount of $63,196 and $70,345 for 2016 and 2015, respectively. In 2016 and 2015, there were no incentive fees earned. As of December 31, 2016 and 2015, there were $201,065 payable and $168,311 receivable, respectively, from Gemini Global Partners, L.P. included in payables to affiliates and receivables from affiliates, respectively, 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 was 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 Executive 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 2016 and 2015, the Company recorded management fee expense or (contra-expense) of $1.6 million and ($0.3) million, respectively. These fees are recorded as management fee on the consolidated statements of income. Income Taxes As a result of the spin-off, the operations of the Company’s subsidiaries were 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 filed 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, 2016, the receivable from affiliates consists primarily of SICAV net revenues due from Gabelli Funds, LLC (see Other At December 31, 2016, the payable to affiliates primarily consisted of expenses paid by affiliates on behalf of the Company pursuant to the Transitional Services Agreement . 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 Executive Chairman. 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 $77,444 and $310,566 to GAMCO in 2016 and 2015, respectively, for its use of the Rye location. In June 2016, AC entered into a sublease agreement with GAMCO effective from April 1, 2016 through March 31, 2017. Pursuant to this agreement, AC and its subsidiaries shall pay a monthly fixed lease amount based on the percentage of square footage occupied by its employees (including pro rata allocation of common space) for the duration of the lease. For the nine months ended December 31, 2016, the Company paid $276,238. The amounts are included within other operating expenses on the consolidated statements of income. Other In 2016 and 2015, the Company earned $5.2 million and $4.9 million, respectively, or 63% and 59%, respectively, of its commission revenue, which is included in institutional research services on the 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. Pursuant to research services agreements (see Note B), GAMCO Asset Management Inc. paid $1.5 million and $0.7 million and Gabelli Funds, LLC paid $1.5 million and $0.8 million to the Company for the years ended December 31, 2016 and 2015, respectively. During 2016, the Company participated as agent in the at the market offerings of The Gabelli Global Gold, Natural Resources & Income Trust (“GGN”) and The Gabelli Healthcare & WellnessRx Trust 5.875% Series B Cumulative Preferred Stock (“GRX Series B”). Pursuant to sales agreements between the parties, the Company earned sales manager fees related to these offerings of $1,178,330 and $5,495 for GGN and GRX Series B, respectively, which are included in institutional research services on the consolidated statements of income. There were no sales manager fees earned from GGN or GRX offerings during 2015. Throughout 2016, the Company participated in five preferred stock offerings of certain GAMCO closed-end funds. In March 2016, the Company acted as co-underwriter in The Gabelli Equity Trust 5.45% Series J Cumulative Preferred Stock offering. During May 2016, the Company acted as co-underwriter in The Gabelli Global Small and Mid Cap Value Trust 5.45% Series A Cumulative Preferred Stock and The Gabelli Utility Trust 5.375% Series C Cumulative Preferred Stock offerings. In June and August 2016, the Company acted as co-underwriter in The Gabelli Dividend & Income Trust 5.25% Series G Cumulative Preferred Stock and Bancroft Fund Ltd. 5.375% Series A Preferred Stock offerings, respectively. Underwriting fees and selling concessions, net of expenses, related to the launch of these funds were $420,252 and are included in either institutional research services or other revenue on the consolidated statements of income. On July 27, 2011, the Company entered into a Distribution Agreement with G.distributors, LLC ("G.distributors"), a subsidiary of GAMCO. 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 in 2015 in relation to this role. On July 1, 2015, these mutual fund distribution assets were transferred out of the Company. On June 30, 2015, G.research, LLC was formed as a single member LLC of Distributors Holdings, Inc. (“DHI”), a 100% subsidiary of GCIA, 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 GCIA 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. GCIA 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 GCIA 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 GCIA for 2016 and 2015 are $2,708,084 and $1,007,164, respectively, and are included in investment advisory and incentive fees on the consolidated statements of income. 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. |