10-K 1 form10k2012.htm FORM 10-K, DATED MARCH 8, 2013 form10k2012.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2012
or
[    ] TRANSITION REPORT PURSUANT TO 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)
 
 
New York
 
13-4007862
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
One Corporate Center, Rye, NY
 
10580-1422
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code (914) 921-3700
Securities registered pursuant to Section 12(b) of the Act:
 
 
 
Title of each class
 
 Name of each exchange on
which registered
 
 
Class A Common Stock, par value $0.001 per share
 
 New York Stock Exchange
 
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes o No x.
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes o No x.
 
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 x No o.
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K o.

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
Accelerated filer x
   
 
Non-accelerated filer o (Do  not check if a smaller reporting company)
Smaller reporting company o
   
 
 
 

 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2) Yes o No x.
 
The aggregate market value of the class A common stock held by non-affiliates of the registrant as of June 30, 2012 (the last business day of the registrant’s most recently completed second fiscal quarter) was $284,289,141.
 
As of March 1, 2013, 6,123,436 shares of class A common stock and 19,624,174 shares of class B common stock were outstanding.  19,003,741 shares of class B common stock were held by a subsidiary of GGCP, Inc.
 
DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the registrant’s definitive proxy statement relating to the 2013 Annual Meeting of Shareholders are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this report.
 
 
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GAMCO Investors, Inc.
       
Annual Report on Form 10-K For the Fiscal Year Ended December 31, 2012
       
Part I
     
 
   
   
   
   
   
   
   
   
   
 
 
 
 
 
Part II
     
   
   
 
 
 
 
 
 
 
Part III
     
 
 
 
 
     87
 
 
Part IV
     
 
       
   
   
     
     
     
       
 
Certifications
Exhibit 31.1
 
   
Exhibit 31.2
 
   
Exhibit 32.1
 
   
Exhibit 32.2
 
 
 
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PART I
 
Forward-Looking Statements
 
Our disclosure and analysis in this report and in documents that are incorporated by reference contain some forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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.  You should not place undue reliance on these statements.  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 Item 1A below and in our other public filings or in documents incorporated by reference here or in prior filings or reports.
 
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.
 
ITEM 1: BUSINESS
 
Unless we have indicated otherwise, or the context otherwise requires, references in this report to “GAMCO Investors, Inc.,” the “Company,” “GBL,” “Gabelli,” “we,” “us” and “our” or similar terms are to GAMCO Investors, Inc., its predecessors and its subsidiaries.
 
 
GAMCO Investors, Inc. (New York Stock Exchange (“NYSE”): GBL), a company incorporated under the laws of New York, is a widely-recognized provider of investment advisory services to mutual funds, institutional and private wealth management investors, and investment partnerships, principally in the United States.  We provide institutional research services to institutional clients and investment partnerships.  We generally manage assets on a discretionary basis and invest in U.S. and international securities through various investment styles.  Our revenues are based primarily on the firm’s levels of assets under management (“AUM”) and to a lesser extent, incentive fees associated with our various investment products, as well as revenues from institutional services.
 
Since our inception in 1977, we have been identified by our research driven approach to equity investing.  We enhanced the “value” style approach with our proprietary hallmark Private Market Value (PMV) with a Catalyst™ stock selection process.  Our mission is to earn a superior return for our clients over the long-term by providing value added products using fundamental research.  Over the last 35 years the firm has generated over $17.5 billion in investment returns for our institutional and private wealth management clients.  In addition to our value portfolios, GAMCO and other brands offer a broad range of investment strategies that include global growth, international, gold, and convertible products.  We also offer performance fee-based investment partnerships that provide long-short investment opportunities, sector specific portfolios, and non-market correlated investments in merger arbitrage, as well as a fixed income strategy.
 
As of December 31, 2012, we had $36.4 billion of AUM.  We conduct our investment advisory business principally through our subsidiaries: GAMCO Asset Management Inc. (Institutional and Private Wealth Management), Gabelli Funds, LLC (Mutual Funds) and Gabelli Securities, Inc. (Investment Partnerships).  We also act as an underwriter and provide institutional research services through Gabelli & Company, Inc. (“Gabelli & Company” or "Institutional Broker-Dealer").  G.distributors, LLC (“G.distributors”) acts as an underwriter and distributor of our open-end funds.
 
 
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Our AUM are organized into four groups:
 
·
Investment Partnerships: We provide advisory services to limited partnerships and offshore funds (“Investment Partnerships”).  We managed a total of $801 million in Investment Partnership assets on December 31, 2012.
 
· 
Institutional and Private Wealth Management: We provide advisory services to a broad range of investors, including private wealth management, corporate pension and profit-sharing plans, foundations, endowments, jointly-trusteed plans and public funds, and also serve as sub-advisor to certain other third party investment funds including registered investment companies (“Institutional and Private Wealth Management”).  Each Institutional and Private Wealth Management (“PWM”) portfolio is managed to meet the needs and objectives of the particular client by utilizing investment strategies and techniques within our areas of expertise.  On December 31, 2012, we had $15.0 billion of Institutional and Private Wealth Management AUM.

· 
Open and Closed-End Funds: We provide advisory services to twenty-one open-end funds and ten closed-end funds under Gabelli, GAMCO and Comstock brands (collectively, the “Funds”).  The Funds had $20.5 billion of AUM on December 31, 2012.  Additionally, we provide administrative services to six open-end funds, with AUM of $0.8 billion on December 31, 2012, under the TETON Westwood brand.

· 
SICAV: We provide advisory services to one fund under the GAMCO brand, the GAMCO International SICAV (the “SICAV”).  The SICAV has two sub-fund strategies, the GAMCO Merger Arbitrage Fund and the GAMCO Strategic Value Fund.  The SICAV had $119 million of AUM, including $104 million of seed capital provided by the Company, on December 31, 2012.
 
GBL is a holding company incorporated in April 1998 in connection with our initial public offering (“Offering”) in February 1999.  GGCP Holdings, LLC, a subsidiary of GGCP, Inc. owns a majority of the outstanding shares of Class B Common Stock (“Class B Stock”) of GBL.  Such ownership represented approximately 94% of the combined voting power of the outstanding common stock and approximately 74% of the equity interest on December 31, 2012.  GGCP, Inc. is majority-owned by Mr. Mario J. Gabelli (“Mr. Gabelli”).  Accordingly, Mr. Gabelli is deemed to control GBL.
 
Our principal executive offices are located at One Corporate Center, Rye, New York 10580.  Our telephone number is (914) 921-3700.  We post or provide a link on our website, www.gabelli.com, to the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (“Commission” or “SEC”): our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.  All such filings on our website are available free of charge.

During 2012, we returned $131.3 million to shareholders through dividends and our stock buyback program.  We paid $76.4 million, or $2.88 per share, in cash dividends to our common shareholders and repurchased 1,138,313 shares at an average investment of $48.25 per share or $54.9 million.

Since the Offering, we have returned $773.7 million in total to shareholders of which $420.4 million was in the form of dividends and $353.3 million was through stock buybacks.
 
As of December 31, 2012, ten open-end funds that we manage have a 4 or 5-star three year Morningstar RatingTM representing 87% of open-end fund equity AUM for funds with a Morningstar RatingTM.

Our balance sheet provides access to financial markets and the flexibility to opportunistically add operating resources to our firm, repurchase our stock and consider strategic initiatives, including lift-outs, acquisitions and seeding new products.  As a result of GBL's shelf registration in the second quarter of 2012, we have the ability to issue any combination of senior and subordinate debt securities, convertible debt securities and equity securities (including common and preferred securities) up to a total amount of $400 million.  The shelf is available through May 30, 2015, at which time it may be renewed.

 
Our business strategy targets global growth of the franchise through continued leveraging of our proven asset management strengths including our brand name, long-term performance record, diverse product offerings and experienced investment, research and client relationship professionals.  In order to achieve performance and growth in AUM and profitability, we are pursuing a strategy which includes the following key elements:
  
· 
Gabelli “Private Market Value (PMV) with a CatalystTMInvestment Approach.  While we have expanded our investment product offerings, our “value investing” approach remains the core of our business.  This method is based on and has evolved from the value investing principles articulated by Graham & Dodd in 1934, and has been further augmented by Mr. Gabelli, CFA, with his development of Private Market Value (PMV) with a CatalystTM value investment methodology.
 
 
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Private Market Value (PMV) with a CatalystTM investing is a disciplined, research-driven approach based on intensive security analysis.  In this process, we generally select stocks whose intrinsic value, based on our estimate of current asset value and future growth and earnings power, is significantly different from the value reflected in the public market.  We then calculate the stock’s PMV, which is defined as the price an informed industrial buyer would be likely to pay to acquire the business.

 
Our value team generally looks for situations in which a catalyst(s) is (are) working to narrow the spread between the public market price and the estimated PMV.  Catalysts which are company specific include:  realization of hidden assets, recognition of underperforming subsidiaries, share buybacks, spin-offs, mergers and acquisitions, balance sheet changes, new products, accounting changes, new management and cross-shareholder unwinding.  Other catalysts are related to industry dynamics or macroeconomics and include but are not limited to: industry consolidation, deregulation, accounting, tax, pension and political reforms, technological change and the macroeconomic backdrop.  The time horizons for catalysts to trigger change can either be short-term, medium-term or long-term.

· 
Establishing Research Centers. To enhance our research in our core research competency, we have eight offices including New York, London, Chicago, Greenwich, Shanghai, Tokyo, Minneapolis and St. Louis.  We will continue to evaluate adding additional research offices throughout the world.  These centers along with Reno and Palm Beach serve also as relationship centers.
 
· 
Incentive Fees. Since a growing percentage of the firm's revenues may be directly linked to performance-based fees (largely recognized in the fourth quarter), this may increase the variability of our revenues and profits.  As of December 31, 2012, approximately $1.6 billion of Institutional and Private Wealth Management assets are managed on a performance fee basis along with $729 million of preferred issues of closed-end funds, $423 million in The GDL Fund and $801 million of investment partnership assets, $119 million of SICAV AUM for a total of $3.7 billion.  In addition, the incubation of new product strategies using proprietary capital will compensate the investment team with a performance fee model to reinforce our pay-for-performance approach.

· 
Expanding Mutual Fund Distribution.  We continue to expand our distribution network primarily through national and regional brokerage firms and have developed additional classes of shares for most of our mutual funds for sale through these firms and other third party distribution channels on a commission basis.  We have increased our wholesaling efforts to market the multi-class shares, which have been designed to meet the needs of investors who seek advice through financial consultants.
 
· 
Increasing Presence in Private Wealth Management Market.  Our private wealth management business focuses, in general, on serving clients who have established an account relationship of $1 million or more with us.  According to industry estimates, the number of households with over $1 million in investable assets will continue to grow in the future, subject to ups and downs in the equity and fixed income markets.  With our 35-year history of serving this segment, long-term performance record, customized portfolios tax-sensitive investment strategy, brand name recognition and broad array of product offerings, we believe that we are well-positioned to capitalize on the growth opportunities in this market.

· 
Increasing Marketing for Institutional and Private Wealth Management.  The Institutional and Private Wealth Management business was principally developed through direct marketing channels.  Historically, pension and financial consultants have not been a major source of new institutional and private wealth management business for us.  We plan to augment our institutional sales force through the addition of staff to market directly to the consultant community as well as through our traditional marketing channels.

 · 
Attracting and Retaining Experienced Professionals.  We offer significant variable compensation that provides opportunities to our staff.  We have increased the scope of our investment management capabilities by adding portfolio managers and other investment personnel in order to expand our broad array of products.  The ability to attract and retain highly-experienced investment and other professionals with a long-term commitment to us and our clients has been, and will continue to be, a significant factor in our long-term growth.
 
 
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· 
Sponsorship of Industry Conferences. Gabelli & Company, our institutional research services business, sponsors industry conferences and management events throughout the year.  At these conferences and events, senior management from leading companies share their thoughts on the industry, competition, regulation and the challenges and opportunities in their businesses with portfolio managers and securities analysts.  These meetings are an important component of the research services provided to institutional clients.  Specifically, in 2012, we hosted 5 such meetings: our 36th annual Automotive Aftermarket Symposium, 22nd annual Pump Valve & Motor Symposium, 18th annual Aircraft Supplier Conference, 5th annual Best Ideas Conference and our 4th annual Movie & Broadcasting Conference.

· 
Hosting of Institutional Investor Symposiums.  We have a tradition of sponsoring institutional investor symposiums that bring together prominent portfolio managers, members of academia and other leading business professionals to present, discuss and debate current issues and topics in the investment industry.  These symposiums have included:
 
-1997
“Active vs. Passive Stock Selection”
-1998
“The Role of Hedge Funds as a Way of Generating Absolute Returns”
-2001
“Virtues of Value Investing”
-2003
“Dividends, Taxable versus Non-Taxable Issues”
-2006
“Closed-End Funds: Premiums vs. Discounts, Dividends and Distributions”
 
We also hold annual conferences for our investment partnership clients and prospects in New York and London at which our portfolio management team discusses the investment environment, our strategies, and event-driven investment opportunities.
   
· 
Capitalizing on Acquisitions, Alliances and Lift-outs.  We intend to selectively and opportunistically pursue acquisitions, alliances and lift-outs that will broaden our product offerings and add new sources of distribution.   On October 1, 1999, we completed our alliance with Mathers and Company, Inc. and now act as investment advisor to the Mathers Fund (renamed GAMCO Mathers Fund), and in May 2000, we added Comstock Partners Funds, Inc., (renamed Comstock Funds, Inc.).  The Mathers and Comstock funds are part of our Non-Market Correlated mutual fund product line.  In November 2002, we completed our alliance with Woodland Partners LLC, a Minneapolis-based investment advisor focused on investing in small capitalization companies.  On March 11, 2008, Gabelli Funds, LLC (“Funds Advisor”) assumed the role of investment advisor to the AXA Enterprise Mergers and Acquisitions Fund, subsequently renamed Gabelli Enterprise Mergers and Acquisitions Fund, a fund that had been sub-advised by GAMCO since the fund’s inception on February 28, 2001.  On August 1, 2010, the clients of Florida-based NMF Asset Management, headed by Nola Maddox Falcone, became part of the Institutional and Private Wealth Management operation of GAMCO Asset Management Inc. ("GAMCO Asset").
 
We believe that we have the financial capacity to pursue acquisitions and lift-outs.

We believe that our growth to date is traceable to the following factors:
 
· 
Strong Industry Fundamentals:  According to data compiled by the U.S. Federal Reserve, the investment management industry has grown faster than more traditional segments of the financial services industry, including the banking and insurance industries. Since GBL began managing assets for institutional and private wealth management clients in 1977, world equity markets have grown at a 10.5% compounded annual growth rate through December 31, 2012 to approximately $52 trillion(a).  The U.S. equity market comprises about $16.9 trillion(a) or roughly 32% of world markets.  We believe that demographic trends and the growing role of money managers in the placement of capital compared to the traditional role played by banks and life insurance companies will result in continued growth of the investment management industry.
 
· 
Long-Term Performance: We have a superior long-term record of achieving relatively high returns for our Institutional and Private Wealth Management clients.  We believe that our performance record represents a competitive advantage and a recognized component of our franchise.

· 
Stock Market Gains: Since we began managing for institutional and private wealth management clients in 1977, our traditional value-oriented Institutional and Private Wealth Management composite has earned a compound annual return of 15.8% net of fees versus a compound annual return of 11.2% for the S&P 500 through December 31, 2012.
 
 
 
(a) Source: Birinyi Associates, LLC
 
 
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· 
Widely-Recognized “Gabelli” and “GAMCO” Brand Names:  For much of our history, our portfolio managers and investment products have been featured in a variety of financial print media, including both U.S. and international publications such as The Wall Street Journal, Financial Times, Money Magazine, Barron's, Fortune, Business Week, Nikkei Financial News, Forbes Magazine, Consumer Reports and Investor's Business Daily.  We also underwrite publications written by our investment professionals, including  Deals…Deals…and More Deals, which examines the history of merger arbitrage and Global Convertible Investing: The Gabelli Way, a comprehensive guide to effective investing in convertible securities.

· 
Diversified Product Offerings:  Since the inception of our investment management activities, we have sought to expand the breadth of our product offerings.  We currently offer a wide spectrum of investment products and strategies, including product offerings in U.S. equities, U.S. fixed income, global and international equities, convertible securities and investment partnerships.

 
GBL started operations in 1977 as an institutional services firm.  We entered the Institutional and Private Wealth Management business in 1977, management of investment partnerships in 1985 and the mutual fund business in 1986.  Our initial product offerings centered on our tax sensitive, buy-hold, value-oriented investment philosophy.  Starting in the mid-1980s, we began building on our core value-oriented equity investment products by adding new investment strategies designed for a broad array of clients seeking to invest in growth-oriented equities, convertible securities and fixed income products.  Since then, we have continued to build our franchise by expanding our investment management capabilities through the addition of industry specific, international, global, non-market correlated, venture capital, leveraged buy-out and merchant banking product offerings.  Throughout our 35 year history, we have marketed most of our products under the “Gabelli” and “GAMCO” brand names.  Specialty brands offered to investors have included Mathers, Comstock and Westwood.
 
Our AUM are clustered mostly in three groups:  Institutional and Private Wealth Management, Mutual Funds and Investment Partnerships.

Institutional and Private Wealth Management:  Since 1977, we have provided investment management services to a broad spectrum of institutional and private wealth investors.  At December 31, 2012, we had $15.0 billion of AUM in approximately 1,700 Institutional and Private Wealth Management accounts, representing approximately 41.2% of our total AUM.  The majority of advisory services are provided to private wealth management clients – defined as individuals generally having minimum account balances of $1 million.  They comprised approximately 79% of the total number of Institutional and Private Wealth Management accounts and approximately $3.7 billion, or 25%, of the PWM assets as of December 31, 2012.  We believe that private wealth management clients are attracted to us by our returns and the tax efficient nature of the underlying investment process in these traditional products.  As of December 31, 2012, Institutional client accounts, which include corporate pension and profit sharing plans, jointly-trusteed plans and public funds, represented approximately $6.6 billion, or 44%, of the PWM assets and 9% of the accounts.

Foundation and endowment fund assets represented 11% of the number of Institutional and Private Wealth Management accounts and approximately $1.8 billion, or 12%, of the Institutional and Private Wealth Management AUM.  The sub-advisory portion of the Institutional and Private Wealth Management (where we act as sub-advisor to certain other third party investment funds) held approximately $2.9 billion, or 19%, of total Institutional and Private Wealth Management assets with less than 1% of total the number of accounts.
 
The ten largest Institutional and Private Wealth Management relationships comprised approximately 40% of Institutional and PWM AUM and approximately 17% of our total AUM and approximately 26% of Institutional and PWM revenues and approximately 7% of our total revenues for the year ended December 31, 2012.
 
In general, our Institutional and Private Wealth Management AUM are managed to meet the specific needs and objectives of each client by utilizing investment strategies that are within our areas of expertise: “all cap value”, “large cap value”, “small cap value”, “large cap growth”, “international growth” and “convertible bond”.  We distinguish between taxable and tax-free assets and manage client portfolios with tax sensitivity within given investment strategies.
 
Sales efforts are conducted on a regional and product specialist basis.  Members of the sales and marketing staff for the Institutional and Private Wealth Management have an average of more than ten years of experience and focus on developing and maintaining direct, long-term relationships with their Institutional and Private Wealth Management clients.  The firm will host its 28th Annual Client Conference in May 2013.  This conference will be held at the Pierre Hotel in New York and will include presentations by our portfolio managers and analysts.
 
 
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We act as a sub-advisor on certain funds for several large and well-known fund distributors.  Sub-advisory clients are subject to business combinations, much the same as corporate clients, and this may result in the curtailment of product distribution or the termination of the relationship.
 
Investment advisory agreements for our Institutional and Private Wealth Management clients are typically subject to termination by the client without penalty on 30 days notice or less.
 
Open and Closed-End Funds:  Funds Advisor provides advisory services to twenty-one open-end funds and ten closed-end funds.  At December 31, 2012, we had $20.5 billion of AUM in open-end and closed-end funds, representing approximately 56.2% of our total AUM.  Our equity funds and closed-end funds were $18.8 billion in AUM on December 31, 2012, 3.9% above the $18.1 billion on December 31, 2011.

GAMCO is the brand for our “Growth” business, which is primarily represented by The GAMCO Growth Fund, The GAMCO Global Growth Fund, and The GAMCO International Growth Fund.  GAMCO also includes other distinct investment strategies and styles including our convertible securities, contrarian funds and covered call writing strategies.

The seven GAMCO branded open-end funds are:
 
 GAMCO Growth
●         “        International Growth
●         “        Global Telecommunications
●         “        Global Growth
●         “        Global Opportunity
●         “        Vertumnus Fund
●         “        Mathers
 
The Gabelli brand represents our “Value” business, primarily representing our absolute return, research-driven Private Market Value (PMV) with a CatalystTM funds. The GAMCO Global Telecommunications Fund and The GAMCO Vertumnus Fund are value portfolios but retain the GAMCO name. The Gabelli brand also includes The Gabelli Dividend Growth Fund and The Gabelli Focus Five Fund as well as seven of the closed-end funds.

Open-end Funds
 
On December 31, 2012, we had $12.5 billion of AUM in twenty open-end equity funds and $1.7 billion in our Gabelli U.S. Treasury Money Market Fund.  At year-end, of the open-end funds AUM having an overall rating from Morningstar, Inc. (“Morningstar”), 96% were ranked “three stars” or better, with approximately 87% ranked “five stars” or “four stars” on an overall basis (i.e., derived from a weighted average of the performance figures associated with their three, five, and ten year Morningstar Rating metrics).  There can be no assurance, however, that these funds will be able to maintain such ratings or that past performance is indicative of future results.
 
We market our open-end funds through third party distribution programs, particularly no-transaction fee (“NTF”) programs, and have developed additional share classes for many of our funds for distribution through additional third party distribution channels.  At December 31, 2012, third party distribution programs accounted for approximately 81% of all assets in open-end equity funds.  At December 31, 2012, approximately 19% of our AUM in open-end, equity funds was sourced through direct sales relationships.

Closed-end Funds
 
We act as investment advisor to ten closed-end funds, all of which trade on the NYSE or its affiliated exchange: Gabelli Equity Trust (GAB), GDL Fund (GDL), Gabelli Multimedia Trust (GGT), Gabelli Healthcare & Wellness Rx Trust (GRX), Gabelli Convertible and Income Securities Fund (GCV), Gabelli Utility Trust (GUT), Gabelli Dividend & Income Trust (GDV), Gabelli Global Utility & Income Trust (GLU), GAMCO Global Gold, Natural Resources & Income Trust by Gabelli (GGN) and GAMCO Natural Resources, Gold & Income Trust by Gabelli (GNT).  As of December 31, 2012, the ten closed-end funds had total assets of $6.3 billion, representing 30.7% of the total assets in our Mutual Funds business.
 
The Gabelli Equity Trust (“GAB”), which raised $400 million through its initial public offering in August 1986, finished its 26th year with net assets of $1.4 billion.  Since inception, the Gabelli Equity Trust has distributed $2.7 billion in cash to common shareholders through its 10% distribution policy and spawned three other closed-end funds, the Gabelli Multimedia Trust, the Gabelli Utility Trust (“GUT”) and the Gabelli Healthcare & Wellness Rx Trust.  During 2012, GAB raised $70 million through a rights offering of preferred shares as well as $102 million from a new preferred share issuance.
 
 
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The Gabelli Dividend & Income Trust, launched in November 2003 had net assets of $2.0 billion as of December 31, 2012.
 
The GAMCO Global Gold, Natural Resources & Income Trust by Gabelli (“GGN”) was launched in March 2005.  During the years ended December 31, 2012 and 2011, GGN issued 24.3 million and 18.7 million common shares, respectively, through various “at the market offerings”.  The net proceeds received from these offerings was approximately $342.3 million and $317.5 million, respectively.  GGN filed a $750 million shelf registration statement with the SEC that became effective on February 4, 2011, enabling GGN to offer additional common and preferred shares.  As of December 31, 2012, after taking into account the issuance of the preferred and common shares, GGN had approximately $93 million available for issuance under the shelf registration statement.  GGN utilizes a covered call option writing program and had net assets of $1.4 billion as of December 31, 2012.
 
In January 2007, we launched The GDL Fund, a closed-end fund which seeks to achieve its investment objective by investing primarily in announced merger and acquisition transactions and, to a lesser extent, in corporate reorganizations involving stubs, spin-offs and liquidations.  During 2009, The GDL Fund raised $96 million through a rights offering of Series A preferred shares.  During 2011, The GDL Fund redeemed the Series A preferred shares and also raised $144 million through a rights offering of Series B preferred shares.

In January 2011, we established the GAMCO Natural Resources, Gold & Income Trust by Gabelli (“GNT”), a closed-end fund that seeks to achieve its investment objective by providing a high level of current income from interest, dividends and option premiums.  This launch raised approximately $370 million in AUM.

In April 2011, the Gabelli Healthcare & WellnessRx Trust (“GRX”), a closed-end fund that seeks long-term growth of capital within the healthcare and wellness industries, raised $18 million through a rights offering of common shares.

In May 2011, the Gabelli Multimedia Trust (“GGT”), a closed-end fund that seeks long-term capital appreciation from equity investments in global telecommunications, media, publishing and entertainment industries, raised $31 million through a rights offering of common shares.

In December 2012, the Gabelli Global Utility Trust (“GUT”), a closed-end fund that seeks high total return from investments primarily in securities of companies in gas, electricity and water industries, raised $54.0 million through a rights offering of common shares.

Investment Partnerships:  We manage Investment Partnerships through our 93% majority-owned subsidiary, Gabelli Securities, Inc. (“GSI”).  The Investment Partnerships consist primarily of limited partnerships and offshore funds.  As of December 31, 2012, we had $801 million of Investment Partnership AUM.

We introduced our first investment partnership, a merger arbitrage partnership, in 1985.  An offshore version of this strategy was added in 1989.  Building on our strengths in global event-driven value investing, several new Investment Partnerships have been added to balance investors’ geographic, strategy and sector needs.  Today we offer a broad range of absolute return products.  Within our merger arbitrage strategy, we manage approximately $680 million of assets for investors who seek positive returns not correlated to fluctuations of the general market.  These funds seek to drive returns by investing in announced merger and acquisition transactions that are primarily dependent on deal closure and less on the overall market environment.  In event-driven strategies, we manage $55 million of assets focused on the U.S. and Japanese markets.  We also manage a series of sector-focused absolute return funds designed to offer investors a mechanism to diversify their portfolios by global economic sector rather than by geographic region.  We currently offer four sector-focused portfolios: the Gabelli International Gold Fund Ltd., GAMA Select Energy Plus, L.P., Gabelli Green Long/Short Fund, L.P. and GAMCO Medical Opportunities, L.P.  Venture capital activities are carried out through ALCE Partners, L.P. and Gabelli Multimedia Partners, L.P., both of which are currently closed to new investors.
 
 
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Assets Under Management
 
The following table sets forth total AUM by product type as of the dates shown:
 
(Dollars in millions)
 
                                 
%
 
   
At December 31,
   
Change
 
   
2008
   
2009
   
2010
   
2011
   
2012
     2012/2011  
Equity:
                                     
  Open-end Funds
  $ 6,139     $ 8,476     $ 11,252     $ 12,273     $ 12,502       1.9 %
  Closed-end Funds
    3,792       4,609       5,471       5,799       6,288       8.4  
Institutional & Private Wealth
                                         
    Management
                                               
      Direct
    6,861       9,312       11,005       10,853       12,030       10.8  
      Sub-advisory
    1,585       1,897       2,637       2,600       2,924       12.5  
  Investment Partnerships
    295       305       515       605       801       32.4  
  SICAV (a)
    -       -       -       105       119       13.3  
Total Equity
    18,672       24,599       30,880       32,235       34,664       7.5  
Fixed Income:
                                               
  Money Market Mutual Funds
    1,507       1,721       1,616       1,824       1,681       (7.8 )
Institutional & Private Wealth
                                         
    Management
    22       26       26       26       60       130.8  
Total Fixed Income
    1,529       1,747       1,642       1,850       1,741       (5.9 )
Total AUM
  $ 20,201     $ 26,346     $ 32,522     $ 34,085     $ 36,405       6.8  
Breakdown of Total AUM:
                                               
  Funds
  $ 11,438     $ 14,806     $ 18,339     $ 19,896     $ 20,471       2.9  
Institutional & Private Wealth
                                         
    Management
                                               
      Direct
    6,883       9,338       11,031       10,879       12,090       11.1  
      Sub-advisory
    1,585       1,897       2,637       2,600       2,924       12.5  
  Investment Partnerships
    295       305       515       605       801       32.4  
  SICAV (a)
    -       -       -       105       119       13.3  
Total AUM
  $ 20,201     $ 26,346     $ 32,522     $ 34,085     $ 36,405       6.8 %
                                                 
(a) Includes $100 million and $104 million of proprietary capital at December 31, 2011 and December 31, 2012, respectively.
 

 
 
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Summary of Investment Products
 
We manage assets in the following wide spectrum of investment products and strategies, many of which are focused on fast-growing areas:

U.S. Equities:
Global and International Equities:
Investment Partnerships:
All Cap Value
International Growth
Merger Arbitrage
Large Cap Value
Global Growth
U.S. Long/Short
Large Cap Growth
Global Value
Global Long/Short
Mid Cap Value
Global Telecommunications
Japanese Long/Short
Small Cap Value
Multimedia
Sector-Focused
Small Cap Growth
Gold
- Energy
Micro Cap
 
- Gold
Natural Resources
U.S. Fixed Income:
- Medical Opportunities
Income
Corporate
Merchant Banking
Utilities
Government
 
Non-Market Correlated
Asset-backed
 
Options Income
Intermediate
 
 
Short-term
 
Convertible Securities:
 
U.S. Balanced:
U.S. Convertible Securities
 
Balanced Growth
Global Convertible Securities
 
Balanced Value

During 2012, we continued to develop the skills of our investment team by allocating firm capital to incubate investment strategies.  Historically, this began with a capital structure arbitrage strategy (2004) and now includes a merger-arbitrage and a global trading strategy.
  
Additional Information on Mutual Funds
 
Through Funds Advisor, we act as advisor to all of the Funds, except with respect to the Gabelli Capital Asset Fund for which we act as a sub-advisor.  Guardian Investment Services Corporation, an unaffiliated company, acts as manager.

Shareholders of the open-end funds are allowed to exchange shares among the same class of shares of the other open-end funds as economic and market conditions and investor needs change at no additional cost.  However, as noted below, certain open-end funds impose a 2% redemption fee on shares redeemed in seven days or less after a purchase.  We periodically introduce new funds designed to complement and expand our investment product offerings, respond to competitive developments in the financial marketplace and meet the changing needs of investors.
 
Our marketing efforts for the open-end funds are currently focused on increasing the distribution and sales of our existing funds as well as creating new products for sale through our distribution channels.  We believe that our marketing efforts for the funds will continue to generate additional revenues from investment advisory fees.  We have traditionally distributed most of our open-end funds by using a variety of direct response marketing techniques, including telemarketing and advertising, and as a result we maintain direct relationships with many of our no-load open-end fund customers.  Beginning in late 1995, we expanded our product distribution by offering several of our open-end funds through third party distribution programs, including NTF programs.  In 1998 and 1999, we further expanded these efforts to include substantially all of our open-end funds in third party distribution programs.  More than 19% of the AUM in the open-end equity funds are still attributable to our direct response marketing efforts.  Third party distribution programs have become an increasingly important source of asset growth for us.  Of the $12.5 billion of AUM in the open-end equity funds as of December 31, 2012, approximately 81% were generated through third party distribution programs.  We are responsible for paying the service and distribution fees charged by many of the third party distribution programs, although a portion of such service fees under certain circumstances are payable by the funds.  During 2000, we completed development of additional classes of shares for many of our funds for sale on a commission basis through national brokerage and investment firms and other third party distribution channels.  The multi-class shares are available in all of the Gabelli Funds, with the exception of the Gabelli Capital Asset Fund and the GAMCO Mathers Fund.  We believe that the use of multi-class share products will expand the distribution of Gabelli Fund products into the advised sector of the mutual fund investment community.  During 2003, we introduced Class I shares, which are no-load shares with higher minimum initial investment and without distribution fees available directly through G.distributors or brokers that have entered into selling agreements specifically with respect to Class I shares.  The no-load shares are designated as Class AAA shares and are available for new and current investors.  In general, distribution through third party programs has greater variable cost components and lower fixed cost components than distribution through our traditional direct sales methods.
 
 
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We provide investment advisory and management services pursuant to an investment management agreement with each fund.  The investment management agreements with the funds generally provide that we are responsible for the overall investment and administrative services, subject to the oversight of each fund's Board of Directors or Trustees and in accordance with each fund's fundamental investment objectives and policies.  The investment management agreements permit us to enter into separate agreements for administrative and accounting services on behalf of the respective funds.

Our affiliated advisors provide the funds with administrative services pursuant to the management contracts.  Such services include, without limitation, supervision of the calculation of net asset value, preparation of financial reports for shareholders of the funds, internal accounting, tax accounting and reporting, regulatory filings and other services.  Most of these administrative services are provided through sub-contracts with independent third parties.  Transfer agency and custodial services are provided directly to the funds by independent third parties.

Our funds’ investment management agreements may continue in effect from year to year only if specifically approved at least annually by (i) the fund's Board of Directors or Trustees or (ii) the fund's shareholders and, in either case, the vote of a majority of the fund's directors or trustees who are not parties to the agreement or “interested persons” of any such party, within the meaning of the Investment Company Act of 1940 as amended (the “Company Act”).  Each fund may terminate its investment management agreement at any time upon 60 days' written notice by (i) a vote of the majority of the Board of Directors or Trustees cast in person at a meeting called for the purpose of voting on such termination or (ii) a vote at a meeting of shareholders of the lesser of either 67% of the voting shares represented in person or by proxy (if at least 50% of the shares are present at the meeting) or 50% of the outstanding voting shares of such Fund.  Each investment management agreement automatically terminates in the event of its assignment, as defined in the Company Act.  We may terminate an investment management agreement without penalty on 60 days' written notice.
 
 
Gabelli & Company, the wholly-owned subsidiary of our 93% majority-owned subsidiary GSI, is a broker-dealer registered under the Securities Exchange Act of 1934 and is regulated by the Financial Industry Regulatory Authority (“FINRA”).  Gabelli & Company's revenues are derived primarily from institutional research services, underwriting fees and selling concessions.  G.distributors, a wholly-owned subsidiary of GBL, is a broker-dealer registered under the Securities Exchange Act of 1934 and is regulated by FINRA.  G.distributors' revenues are derived primarily from the distribution of our open-end funds.
 
Mutual Fund Distribution
 
G.distributors distributes our open-end funds pursuant to distribution agreements with each fund.  It also distributes the TETON Westwood Funds.  Under each distribution agreement with an open-end fund, G.distributors offers and sells such open-end fund's shares on a continuous basis and pays the majority of the costs of marketing and selling the shares, including printing and mailing prospectuses and sales literature, advertising and maintaining sales and customer service personnel and sales and services fulfillment systems, and payments to the sponsors of third party distribution programs, financial intermediaries and G.distributors sales personnel.  G.distributors receives fees for such services pursuant to distribution plans adopted under provisions of Rule 12b-1 (“12b-1”) of the Company Act.  Distribution fees from the open-end funds are computed daily based on average net assets.  Distribution fees from the open-end funds amounted to $41.2 million, $39.7 million and $29.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.  G.distributors is the principal underwriter for funds distributed in multiple classes of shares which carry either a front-end or back-end sales charge.  Underwriting fees and sales charges retained amounted to $2.0 million, $3.3 million and $1.9 million for the years ended December 31, 2012, 2011 and 2010, respectively.
 
Under the distribution plans, the open-end Class AAA shares of the funds (except The Gabelli U.S. Treasury Money Market Fund, Gabelli Capital Asset Fund and The Gabelli ABC Fund) and the Class A and ADV shares of various funds pay G.distributors a distribution or service fee of .25% per year (except the Class A shares of the TETON Westwood Funds and Gabelli Enterprise Mergers & Acquisition Fund which pay .50% and 0.45% per year, respectively, and the TETON Westwood Intermediate Bond Fund which pays .35%) on the average daily net assets of the fund.  Class B and Class C shares have a 12b-1 distribution plan with a service and distribution fee totaling 1%.  G.distributors’ distribution agreements with the funds may continue in effect from year to year only if specifically approved at least annually by (i) the fund's Board of Directors or Trustees or (ii) the fund's shareholders and, in either case, the vote of a majority of the fund's directors or trustees who are not parties to the agreement or “interested persons” of any such party, within the meaning of the Company Act.  Each fund may terminate its distribution agreement, or any agreement thereunder, at any time upon 60 days' written notice by (i) a vote of the majority of its directors or trustees cast in person at a meeting called for the purpose of voting on such termination or (ii) a vote at a meeting of shareholders of the lesser of either 67% of the voting shares represented in person or by proxy (if at least 50% of the shares are present at the meeting) or 50% of the outstanding voting shares of such fund. Each distribution agreement automatically terminates in the event of its assignment, as defined in the Company Act.  G.distributors may terminate a distribution agreement without penalty upon 60 days' written notice.
 
 
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G.distributors also offers our open-end Fund products through our website, www.gabelli.com, where directly registered mutual fund investors can access their personal account information and buy, sell and exchange Fund shares.  Fund prospectuses, quarterly reports, fund applications, daily net asset values and performance charts are all available online.  

Institutional Research Services
 
Gabelli & Company, in the process of being renamed to G.research, provides institutional investors with investment ideas in numerous industries and special situations, with a particular emphasis on small-cap and mid-cap companies.  Our research analysts are industry-focused, following sectors that stem from our core competencies.  They research companies of all market capitalizations on a global basis.  The primary function of the research team is to gather data, array the data, and then project and interpret data from which investment decisions can be made.  Analysts publish their insights in the form of research reports and daily notes.  In addition, Gabelli & Company hosts numerous conferences each year which bring together industry leaders and institutional investors.  The objective of the institutional research services is to provide superior investment ideas to investment decision makers.

Analysts are generally assigned to research platforms, coordinated by a senior analyst, in order to ensure a consistent process, enhance idea cross-fertilization and knowledge-sharing.  Our platforms include Digital, which includes cable, telecommunications, broadcasting, publishing, advertising, entertainment and technology; Green, which includes utilities and renewable energy; Consumer, Health and Wellness, Autos, Aerospace and Capital Goods; Natural Resources; and Financial Services.
 
Gabelli & Company generates institutional research services revenues through brokerage activities from securities transactions executed on an agency basis on behalf of institutional and private wealth management clients as well as from retail customers and mutual funds.  Institutional research services revenues totaled $11.0 million, $14.3 million, and $16.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.  Gabelli & Company continues to pursue expansion of such activities.
 
Underwriting
 
During 2012, Gabelli & Company participated as agent in the at the market offerings of The GAMCO Global Gold, Natural Resources & Income Trust by Gabelli and acted as Dealer Manager for The Gabelli Equity Trust’s Series F Cumulative Preferred Rights Offering, and acted as co-underwriter for The Gabelli Equity Trust’s Series H Cumulative Preferred Stock Offering.  During 2011, Gabelli & Company participated as agent in the at the market offerings of The GAMCO Global Gold, Natural Resources & Income Trust by Gabelli and acted as Dealer Manager for The GDL Fund's Series B Cumulative Puttable and Callable Preferred Share Rights Offering.  During 2010, Gabelli & Company acted as underwriter in the Gabelli Healthcare & WellnessRx Trust offering of 5.76% Series A Cumulative Preferred shares and as agent in the at the market offerings of The GAMCO Global Gold, Natural Resources & Income Trust by Gabelli.

 
We compete with other investment management firms and mutual fund companies, insurance companies, banks, brokerage firms and other financial institutions that offer products that have similar features and investment objectives.  Many of these investment management firms are subsidiaries of large diversified financial companies.  Many others are much larger in terms of AUM and revenues and, accordingly, have much larger sales organizations and marketing budgets.  Historically, we have competed primarily on the basis of the long-term investment performance of many of our investment products.  However, we have taken steps to increase our distribution channels, brand name awareness and marketing efforts.
 
The market for providing investment management services to Institutional and Private Wealth Management clients is also highly competitive.  Approximately 32% of our investment advisory fee revenue for the year ended December 31, 2012 was derived from our Institutional and Private Wealth Management.  Selection of investment advisors by U.S. institutional investors is often subject to a screening process and to favorable recommendations by investment industry consultants.  Many of these investors require their investment advisors to have a successful and sustained performance record, often five years or longer with focus also on one-year and three-year performance records.  We have significantly increased our AUM on behalf of U.S. institutional investors since our entry into the institutional asset management business in 1977.  At the current time, we believe that our investment performance record would be attractive to potential new Institutional and Private Wealth Management clients.  However, no assurance can be given that our efforts to obtain new business will be successful.
 
 
14

 
 
 
Service marks and brand name recognition are important to our business.  We have rights to the service marks under which our products are offered.  We have registered certain service marks in the United States and will continue to do so as new trademarks and service marks are developed or acquired.  We have rights to use the “Gabelli” name, the “GAMCO” name, and other names.  Pursuant to an assignment agreement, Mr. Gabelli has assigned to us all of his rights, title and interests in and to the “Gabelli” name for use in connection with investment management services, mutual funds and securities brokerage services.  However, under the agreement, Mr. Gabelli will retain any and all rights, title and interests he has or may have in the “Gabelli” name for use in connection with (i) charitable foundations controlled by Mr. Gabelli or members of his family and (ii) entities engaged in private investment activities for Mr. Gabelli or members of his family.  In addition, the funds managed by Mr. Gabelli outside GBL have entered into a license agreement with us permitting them to continue limited use of the “Gabelli” name under specified circumstances.  We have taken, and will continue to take, action to protect our interests in these service marks.
 
 
Virtually all aspects of our businesses are subject to various federal, state and foreign laws and regulations.  These laws and regulations are primarily intended to protect investment advisory clients and shareholders of investment funds, the markets and customers of broker-dealers.  Under such laws and regulations, agencies that regulate investment advisors and broker-dealers have broad powers, including the power to limit, restrict or prohibit such an advisor or broker-dealer from carrying on its business in the event that it fails to comply with such laws and regulations.  In such an event, the possible sanctions that may be imposed include civil and criminal liability, the suspension of individual employees, injunctions, limitations on engaging in certain lines of business for specified periods of time, revocation of the investment advisor and other registrations, censures, and fines.

Our business is subject to extensive regulation at the federal, state and foreign level by the SEC and other regulatory bodies.  Certain of our subsidiaries are registered with the SEC under the Investment Advisers Act of 1940 (“Advisers Act”), and the funds are registered with the SEC under the Company Act.  We also have subsidiaries that are registered as broker-dealers with the SEC and are subject to regulation by FINRA and various states.
 
The subsidiaries of GBL that are registered with the Commission under the Advisers Act (Funds Advisor, Gabelli Fixed Income LLC, GAMCO Asset and GSI) are regulated by and subject to examination by the SEC.  The Advisers Act imposes numerous obligations on registered investment advisors including fiduciary duties, disclosure obligations and record keeping, operational and marketing requirements.  The Commission is authorized to institute proceedings and impose sanctions for violations of the Advisers Act, ranging from censure to termination of an investment advisor's registration.  The failure of an advisory subsidiary to comply with the requirements of the SEC could have a material adverse effect on us.
 
We derive a substantial majority of our revenues from investment advisory services through our various investment management agreements.  Under the Advisers Act, our investment management agreements may not be assigned without the client's consent.  Under the Company Act, advisory agreements with registered investment companies such as our Funds terminate automatically upon assignment.  The term “assignment” is broadly defined and includes direct as well as assignments that may be deemed to occur, under certain circumstances, upon the transfer, directly or indirectly, of a controlling interest in GBL.
 
In their capacities as broker-dealers, Gabelli & Company and G.distributors are required to maintain certain minimum net capital and cash reserves for the benefit of their customers.  Gabelli & Company’s and G.distributors’ net capital, as defined, met or exceeded all minimum requirements as of December 31, 2012.  Gabelli & Company and G.distributors are also subject to periodic examination by FINRA, the SEC and the states.

Subsidiaries of GBL are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and to regulations promulgated thereunder, insofar as they are “fiduciaries” under ERISA with respect to certain of their clients. ERISA and applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), impose certain duties on persons who are fiduciaries under ERISA and prohibit certain transactions involving ERISA plan clients.  Our failure to comply with these requirements could have a material adverse effect on us.

Investments by GBL and on behalf of our advisory clients and investment funds often represent a significant equity ownership position in an issuer's class of stock.  As of December 31, 2012, we had five percent or more beneficial ownership with respect to 113 equity securities.  This activity raises frequent regulatory, legal, and disclosure issues regarding our aggregate beneficial ownership level with respect to portfolio securities, including issues relating to issuers' shareholder rights plans or “poison pills,” and various federal and state regulatory limitations, including state gaming laws and regulations, federal communications laws and regulations and federal and state public utility laws and regulations, as well as federal proxy rules governing shareholder communications and federal laws and regulations regarding the reporting of beneficial ownership positions.  Our failure to comply with these requirements could have a material adverse effect on us.
 
 
15

 
 
The USA Patriot Act of 2001 contains anti-money laundering and financial transparency laws and mandates the implementation of various new regulations applicable to broker-dealers, mutual funds and other financial services companies, including standards for verifying client identification at account opening, and obligations to monitor client transactions and report suspicious activities.  Anti-money laundering laws outside of the U.S. contain some similar provisions.  Our failure to comply with these requirements could have a material adverse effect on us.

We and certain of our affiliates are subject to the laws of non-U.S. jurisdictions and non-U.S. regulatory agencies or bodies.  In connection with our opening of an office in London and our plans to market certain products in Europe, we are required to comply with the laws of the United Kingdom and other European countries regarding these activities.  Our subsidiary, GAMCO Asset Management (UK) Limited, is regulated by the Financial Services Authority (“FSA”).  In connection with our registration in the United Kingdom, we have minimum capital requirements that have been consistently met or exceeded.  Several of our investment funds are organized under the laws of foreign jurisdictions and subject to regulation.  We opened research offices in Shanghai and Tokyo and therefore are subject to national and local laws in those jurisdictions.  We are subject to requirements in numerous jurisdictions regarding reporting of beneficial ownership positions in securities issued by companies whose securities are publicly-traded in those countries.

Regulatory matters
 
The investment management industry is likely to continue facing a high level of regulatory scrutiny and become subject to additional rules designed to increase disclosure, tighten controls and reduce potential conflicts of interest.  In addition, the Commission has substantially increased its use of focused inquiries which request information from investment advisors and a number of fund complexes regarding particular practices or provisions of the securities laws.  We participate in some of these inquiries in the normal course of our business.  Changes in laws, regulations and administrative practices by regulatory authorities, and the associated compliance costs, have increased our cost structure and could in the future have a material adverse impact.  Although we have installed procedures and utilize the services of experienced administrators, accountants and lawyers to assist us in adhering to regulatory guidelines and satisfying these requirements, and maintain insurance to protect ourselves in the case of client losses, there can be no assurance that the precautions and procedures that we have instituted and installed, or the insurance that we maintain to protect ourselves in case of client losses, will protect us from all potential liabilities.

See item 3 below.
 
 
On February 28, 2013, we had a full-time staff of 224 individuals, of whom 78 served in the portfolio management, research and trading areas (including 21 portfolio managers for the Mutual Funds, Institutional and Private Wealth Management and Investment Partnerships), 69 served in the marketing and shareholder servicing areas and 77 served in the administrative area.

ITEM 1A: RISK FACTORS
 
We caution the reader that the following risks and those risks described elsewhere in this report and in our other SEC filings, as well as other potential risks which we cannot currently identify or describe, could have a material adverse effect on our business, prospects, financial condition, results of operations or cash flow.
 
Risks Related to Our Industry
 
Changes in laws or regulations or in governmental policies and compliance with existing laws or regulations could limit the sources and amounts of our revenues, increase our costs of doing business, decrease our profitability and materially and adversely affect our business.
 
Our business is subject to extensive regulation in the United States, primarily at the federal level, including regulation by the SEC under the Company Act and the Advisers Act as well as other securities laws, by the Department of Labor under ERISA, and regulation by FINRA and state regulators. The Funds managed by Funds Advisor are registered with the SEC as investment companies under the Company Act.  The Advisers Act imposes numerous obligations on investment advisors, including record-keeping, advertising and operating requirements, fiduciary and disclosure obligations, custodial requirements and prohibitions on fraudulent activities.  The Company Act imposes similar obligations, as well as additional detailed operational requirements, on registered investment companies and investment advisors.  In addition, our businesses are also subject to regulation by the Financial Services Authority in the United Kingdom, and we are also subject to the laws of other non-U.S. jurisdictions and non-U.S. regulatory agencies or bodies.
 
 
16

 
 
Our failure to comply with applicable laws or regulations could result in fines, censure, suspensions of personnel or other sanctions, including revocation of our subsidiaries’ registrations as an investment advisor or broker-dealer.  Industry regulations are designed to protect our clients and investors in our funds and other third parties who deal with us and to ensure the integrity of the financial markets.  Our industry is frequently altered by new laws or regulations and by revisions to, and evolving interpretations of, existing laws and regulations, both in the U.S. and in other nations.  Changes in laws or regulations or in governmental policies could limit the sources and amounts of our revenues including but not limited to distribution revenue under the Company Act, increase our costs of doing business, decrease our profitability and materially and adversely affect our business.
 
To the extent we are forced to compete on the basis of price, we may not be able to maintain our current fee structure.
 
The investment management business is highly competitive and has relatively low barriers to entry.  To the extent we are forced to compete on the basis of price, we may not be able to maintain our current fee structure.  Although our investment management fees vary from product to product, historically we have competed primarily on the performance of our products and not on the level of our investment management fees relative to those of our competitors.  In recent years, however, there has been a trend toward lower fees in the investment management industry.  In order to maintain our fee structure in a competitive environment, we must be able to continue to provide clients with investment returns and service that make investors willing to pay our fees.  In addition, the board of directors or trustees of each fund managed by Funds Advisor must make certain findings as to the reasonableness of its fees.  We cannot be assured that we will succeed in providing investment returns and service that will allow us to maintain our current fee structure.  Fee reductions on existing or new business could have an adverse effect on our profit margins and results of operations.
 
We derive a substantial portion of our revenues from contracts that may be terminated on short notice.
 
A substantial majority of our revenues are derived from investment management agreements and distribution arrangements.  Investment management agreements and distribution arrangements with the Funds are terminable without penalty on 60 days' notice (subject to certain additional procedural requirements in the case of termination by a Fund) and must be specifically approved at least annually, as required by law.  Such annual renewal requires, among other things, approval by the disinterested members of each Fund's board of directors or trustees.  Investment advisory agreements with our Institutional and Private Wealth Management clients are typically terminable by the client without penalty on 30 days' notice or less.  Any failure to renew or termination of a significant number of these agreements or arrangements would have a material adverse effect on us.

Investors in the open-end funds can redeem their investments in these funds at any time without prior notice, which could adversely affect our earnings.
 
Open-end fund investors may redeem their investments in those funds at any time without prior notice.  Investors may reduce the aggregate amount of AUM for any number of reasons, including investment performance, changes in prevailing interest rates and financial market performance.  In a declining stock market, the pace of mutual fund redemptions could accelerate.  Poor performance relative to other asset management firms tends to result in decreased purchases of mutual fund shares and increased redemptions of mutual fund shares.  The redemption of investments in mutual funds managed by Funds Advisor would adversely affect our revenues, which are substantially dependent upon the AUM in our funds.  If redemptions of investments in mutual funds caused our revenues to decline, it could have a material adverse effect on our earnings.

Certain changes in control of our company would automatically terminate our investment management agreements with our clients, unless our Institutional and Private Wealth Management clients consent and, in the case of Fund clients, the Funds’ boards of directors and shareholders vote to continue the agreements, and could prevent us for a two-year period from increasing the investment advisory fees we are able to charge our mutual fund clients.
 
Under the Company Act, an investment management agreement with a fund must provide for its automatic termination in the event of its assignment. The fund’s board and shareholders must vote to continue the agreement following its assignment, the cost of which ordinarily would be borne by us.  Under the Advisers Act, a client’s investment management agreement may not be “assigned” by the investment advisor without the client’s consent.  An investment management agreement is considered to be assigned to another party when a controlling block of the advisor’s securities is transferred.  In our case, an assignment of our investment management agreements may occur if, among other things, we sell or issue a certain number of additional common shares in the future.  We cannot be certain that our clients will consent to assignments of our investment management agreements or approve new agreements with us if an assignment occurs.  Under the Company Act, if a fund’s investment advisor engages in a transaction that results in the assignment of its investment management agreement with the fund, the advisor may not impose an “unfair burden” on that fund as a result of the transaction for a two-year period after the transaction is completed.  The term “unfair burden” has been interpreted to include certain increases in investment advisory fees.  This restriction may discourage potential purchasers from acquiring a controlling interest in our company.
 
 
17

 
 
Regulatory developments designed to increase oversight of private funds may adversely affect our business.
 
The SEC adopted a rule in February 2012 that, for purposes of determining whether an investor may be considered a “qualified client” eligible to be charged a performance fee under the Company Act, increased from $0.75 million to $1.0 million the amount that the client must have under management with the advisor, and from $1.5 million to $2.0 million the net worth requirement for individuals and married couples, excluding the value of their primary residence.  The SEC may also propose or enact other rules designed to increase oversight by the SEC of private funds or restrict investment in them.  Any regulations applicable to private funds that may be adopted could have an impact on our operations, and may adversely affect our private fund business and decrease our future income.
 
A decline in the prices of securities would lead to a decline in our AUM, revenues and earnings.
 
Substantially all of our revenues are directly related to the amount of our AUM. Under our investment advisory contracts with our clients, the investment advisory fees we receive are typically based on the market value of AUM.  In addition, we receive asset-based distribution and/or service fees with respect to the open-end funds managed by Funds Advisor or Teton Advisors, Inc. (“Teton”) over time pursuant to distribution plans adopted under provisions of Rule 12b-1 under the Company Act.  Rule 12b-1 fees typically are based on the average AUM and represented approximately 12.0%, 12.1% and 10.3% of our total revenues for the years ended December 31, 2012, 2011 and 2010, respectively.  Accordingly, a decline in the prices of securities generally may cause our revenues and net income to decline by either causing the value of our AUM to decrease, which would result in lower investment advisory and Rule 12b-1 fees, or causing our clients to withdraw funds in favor of investments they perceive to offer greater opportunity or lower risk, which would also result in lower fees.  The securities markets are highly volatile, and securities prices may increase or decrease for many reasons beyond our control, including but not limited to economic and political events, war (whether or not directly involving the U.S.), acts of terrorism, unanticipated changes in currency exchange rates, interest rates, inflation rates, the yield curve, defaults by derivative counterparties, bond default risks, the sovereign debt crisis in Europe and other factors that are difficult or impossible to predict.  If a decline in securities prices caused our revenues to decline, it could have a material adverse effect on our earnings.

Catastrophic and unpredictable events could have a material adverse effect on our business.
 
A terrorist attack, political unrest, war (whether or not directly involving the U.S.), power failure, cyber-attack, technology failure, natural disaster or many other possible catastrophic or unpredictable events could adversely affect our future revenues, expenses and earnings by, among other things: causing disruptions in U.S., regional or global economic conditions; interrupting our normal business operations; inflicting employee casualties, including loss of our key executives; requiring substantial expenditures and expenses to repair, replace and restore normal business operations; and reducing investor confidence.
 
We have a disaster recovery plan to address certain contingencies, but it cannot be assured that this plan will be effective or sufficient in responding to, eliminating or ameliorating the effects of all disaster scenarios.  If our employees or vendors we rely upon for support in a catastrophic event are unable to respond adequately or in a timely manner, we may lose clients resulting in a decrease in AUM which may have a material adverse effect on revenues and net income.

Risks Related to Our Business
 
Control by Mr. Gabelli of a majority of the combined voting power of our common stock may give rise to conflicts of interests.
 
Since our Offering in 1999, Mr. Gabelli, through his control and majority ownership of GGCP, has beneficially owned a majority of our outstanding Class B Stock, representing 94% of voting control.  As long as Mr. Gabelli indirectly beneficially owns a majority of the combined voting power of our common stock, he will have the ability to elect all of the members of our Board of Directors and thereby control our management and affairs, including determinations with respect to acquisitions, dispositions, borrowings, issuances of common stock or other securities, and the declaration and payment of dividends on the common stock.  In addition, Mr. Gabelli will be able to determine the outcome of matters submitted to a vote of our shareholders for approval and will be able to cause or prevent a change in control of our company.  As a result of Mr. Gabelli's control, none of our agreements with Mr. Gabelli and other companies controlled by him can be assumed to have been arrived at through “arm's-length” negotiations, although we believe that the parties endeavor to implement market-based terms.  There can be no assurance that we would not have received more favorable terms, or offered less favorable terms to, an unaffiliated party.
 
 
18

 
 
On February 6, 2008, Mr. Gabelli entered into an amended and restated employment agreement (the “2008 Employment Agreement”) with the Company, which was initially approved by the Company’s shareholders on November 30, 2007 and approved again on May 6, 2011, and which limits his activities outside of the Company.  Under the 2008 Employment Agreement, the manner of computing Mr. Gabelli’s remuneration from GAMCO is unchanged.   

Mr. Gabelli has agreed that while he is employed by us he will not provide investment management services outside of GAMCO, except for certain permitted accounts.  These permitted accounts held assets at December 31, 2012 and 2011 of approximately $135.5 million and $109.6 million, respectively.  Mr. Gabelli continues to be a member of the team that manages the TETON Westwood Mighty MitesSM Fund, whose advisor, Teton, was spun-off from GBL in March 2009.  The assets in the GAMCO Mighty MitesSM Fund at December 31, 2012 were $595.5 million.  The 2008 Employment Agreement may not be amended without the approval of the Compensation Committee and Mr. Gabelli.

We depend on Mr. Gabelli and other key personnel.
 
We are dependent on the efforts of Mr. Gabelli, our Chairman of the Board, Chief Executive Officer and the primary portfolio manager for a significant majority of our AUM.  The loss of Mr. Gabelli's services could have a material adverse effect on us.
 
In addition to Mr. Gabelli, our future success depends to a substantial degree on our ability to retain and attract other qualified personnel to conduct our investment management business.  The market for qualified portfolio managers is extremely competitive and has grown more so in recent periods as the investment management industry has experienced growth.  We anticipate that it will be necessary for us to add portfolio managers and investment analysts as we further diversify our investment products and strategies.  There can be no assurance, however, that we will be successful in our efforts to recruit and retain the required personnel.  In addition, our investment professionals and senior marketing personnel have direct contact with our Institutional and Private Wealth Management clients, which can lead to strong client relationships.  The loss of these personnel could jeopardize our relationships with certain Institutional and Private Wealth Management clients, and result in the loss of such accounts.  The loss of key management professionals or the inability to recruit and retain sufficient portfolio managers and marketing personnel could have a material adverse effect on our business.
 
There may be adverse effects on our business from a decline in the performance of the securities markets.
 
Our results of operations are affected by many economic factors, including the performance of the securities markets.  During the 1990s, unusually favorable and sustained performance of the U.S. securities markets, and the U.S. equity market in particular, attracted substantial inflows of new investments in these markets and has contributed to significant market appreciation which has, in turn, led to an increase in our AUM and revenues.  More recently, the securities markets in general have experienced significant volatility, and such volatility may continue or increase in the future.  At December 31, 2012, approximately 95% of our AUM were invested in portfolios consisting primarily of equity securities. Any decline in the securities markets, in general, and the equity markets, in particular, could reduce our AUM and consequently reduce our revenues.  In addition, any such decline in the equity markets, failure of these markets to sustain their prior levels of growth, or continued short-term volatility in these markets could result in investors withdrawing from the equity markets or decreasing their rate of investment, either of which would be likely to adversely affect us.  Also, from time to time, a relatively high proportion of the assets we manage may be concentrated in particular economic or industry sectors.  A general decline in the performance of securities in those industry sectors could have an adverse effect on our AUM and revenues.
 
There is a possibility of losses associated with proprietary investment activities.
 
Currently, we maintain relatively large proprietary investment positions in securities.  Market fluctuations and other factors may result in substantial losses in our proprietary accounts, which could have an adverse effect on our balance sheet, reduce our ability or willingness to make new investments or impair our credit ratings.
 
Future investment performance could reduce revenues and other income.
 
Success in the investment management and mutual fund businesses is dependent on investment performance as well as distribution and client servicing.  Good performance generally stimulates sales of our investment products and tends to keep withdrawals and redemptions low, which generates higher management fees (which are based on the amount of AUM).  Conversely, poor performance, both in absolute terms and/or relative to peers and industry benchmarks, tends to result in decreased sales, increased withdrawals and redemptions in the case of the open-end Funds, and in the loss of Institutional and Private Wealth Management clients, with corresponding decreases in revenues to us.  Many analysts of the mutual fund industry believe that investment performance is the most important factor for the growth of open and closed-end funds, such as those we offer.  Failure of our investment products to perform well or failure of the Funds to maintain ratings or rankings could, therefore, have a material adverse effect on us.
 
 
19

 
 
In addition, when our investment products experience strong results relative to the market or other asset classes, clients' investments in our products may increase beyond their target levels, and we could, therefore, suffer withdrawals as our clients rebalance their investments to fit their asset allocation preferences.

Loss of significant Institutional and Private Wealth Management accounts could affect our revenues.
 
We had approximately 1,700 Institutional and Private Wealth Management accounts as of December 31, 2012, of which the ten largest accounts generated approximately 7% of our total revenues during the year ended December 31, 2012.  Account turnover for any reason would have an adverse effect on our revenues.  Notwithstanding performance, we have from time to time experienced account turnover of large Institutional and Private Wealth Management accounts as a result of corporate mergers and restructurings, and we could continue to lose accounts under these or other circumstances.

A decline in the market for closed-end funds could reduce our ability to raise future assets to manage.
 
Market conditions may preclude us from increasing the assets we manage in closed-end funds.  A significant portion of our recent growth in the assets we manage has resulted from public offerings of the common and preferred shares of closed-end funds.  We have raised approximately $3.9 billion in gross assets through closed-end fund offerings since January 2004.  The market conditions for these offerings may not be as favorable in the future, which could adversely impact our ability to grow our AUM and our revenue.

We rely on third party distribution programs.
 
A significant share of sales of our open-end funds come through third party distribution programs, which are programs sponsored by third party intermediaries that offer their mutual fund customers a variety of competing products and administrative services.  A substantial component of sales growth is from third party distribution programs with no transaction fees payable by the customer, which we refer to as NTF programs.  Approximately $3.9 billion of our AUM in the open-end equity funds as of December 31, 2012 were obtained through NTF programs.  The cost of participating in third party distribution programs is higher than our direct distribution costs, and it is anticipated that the cost of third party distribution programs will increase in the future.  Any increase would be likely to have an adverse effect on our profit margins and results of operations.  In addition, there can be no assurance that the third party distribution programs will continue to distribute the Funds.  At December 31, 2012, approximately 94% of the NTF program net assets in the Gabelli/GAMCO families of funds are attributable to two NTF programs.  The decision by these third party distribution programs to discontinue distribution of the funds, or a decision by us to withdraw one or more of the funds from the programs, could have an adverse effect on our growth of AUM.
 
There is a possibility of losses associated with underwriting, trading and market-making activities.
 
Our underwriting and trading activities are primarily conducted through our subsidiary, Gabelli & Company, primarily as agent.  Such activities subject our capital to significant risks of loss.  The risks of loss include those resulting from ownership of securities, extension of credit, leverage, liquidity, counterparty failure to meet commitments, client fraud, employee errors, misconduct and fraud (including unauthorized transactions by traders), failures in connection with the processing of securities transactions and litigation.  We have procedures and internal controls to address such risks, but there can be no assurance that these procedures and controls will prevent losses from occurring.
 
We may have liability as a general partner or otherwise with respect to our alternative investment products.
 
Certain of our subsidiaries act as general partner for investment partnerships, including arbitrage, event-driven long/short, sector focused and merchant banking limited partnerships.  As a general partner of these partnerships, we may be held liable for the partnerships' liabilities in excess of their ability to pay such liabilities.  In addition, in certain circumstances, we may be liable as a control person for the acts of our investment partnerships.  As of December 31, 2012, our AUM included approximately $801 million in investment partnerships.  A substantial adverse judgment or other liability with respect to our investment partnerships could have a material adverse effect on us.
 
 
20

 
 
Operational risks may disrupt our businesses, result in regulatory action against us or limit our growth.
 
We face operational risk arising from errors made in the execution, confirmation or settlement of transactions or from transactions not being properly recorded, evaluated or accounted for.  Our business is highly dependent on our ability to process, on a daily basis, transactions across markets in an efficient and accurate manner.  Consequently, we rely heavily on our financial, accounting and other data processing systems.  Despite the reliability of these systems, and the training and skill of our employees and third parties we rely on, it remains likely that errors may occasionally occur due to the extremely large number of transactions we process.  In addition, if systems we use are unable to accommodate an increasing volume of transactions our ability to expand our businesses could be constrained. If any of these systems do not operate properly or are disabled, we could suffer financial loss, a disruption of our businesses, liability to clients, regulatory intervention or reputational damage.

We depend heavily on information systems.
 
We operate in an industry that is highly dependent on its information systems and technology.  We outsource a significant portion of our information systems operations to third parties who are responsible for providing the management, maintenance and updating of such systems.  Technology is subject to rapid change and we cannot guarantee that our competitors may not implement more advanced technology platforms for their products than we do for ours.  In addition, there can be no assurance that the cost of maintaining such outsourcing arrangements will not increase from its current level, which could have a material adverse effect on us.

In addition, any inaccuracies, delays, system failures or security breaches in these and other systems could subject us to client dissatisfaction and losses. Breach of our technology systems could result in the loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by the breach, additional security costs to mitigate against future incidents and litigation costs resulting from the incident. Moreover, loss of confidential customer identification information could harm our reputation and subject us to liability under laws that protect confidential personal data, resulting in increased costs or loss of revenues. Further, although we take precautions to password protect and encrypt our laptops and other mobile electronic hardware, if such hardware is stolen, misplaced or left unattended, it may become vulnerable to hacking or other unauthorized use, creating a possible security risk and resulting in potentially costly actions by us. 

Our ability to meet cash needs may be adversely affected by a number of factors.

Our ability to meet anticipated cash needs is affected by factors such as the market value of our assets, our operating cash flows and our creditworthiness as perceived by lenders. Adverse developments in any of these areas could have significantly adverse effects on our business.  If we are unable to obtain funds and financing in a timely manner or on acceptable terms, we may be forced to incur unanticipated costs or revise our business plans. Further, our access to the capital markets depends significantly on our credit ratings. A reduction in our credit ratings could increase our borrowing costs and limit our access to the capital markets. Volatility in the U.S., regional or global financing markets may also impact our ability to access the capital markets should we seek to do so, and we may be forced to incur unanticipated costs or experience other adverse effects on our business.  We believe that a one notch downgrade in our credit rating would result in a debt rating below investment grade and increase our long-term borrowing costs, on future borrowings, by 50 basis points, while a two notch downgrade would increase our long-term borrowing costs, on future borrowings, by approximately 100 basis points. Our current outstanding debt issuances would not be impacted by any changes in our ratings.

We face exposure to legal actions, including litigation and arbitration claims and regulatory and governmental examinations and/or investigations.
 
The volume of litigation and arbitration claims against financial services firms and the amount of damages claimed has increased over the past several years.  The types of claims that we may face are varied.  For example, we may face claims against us for purchasing securities that are inconsistent with a client’s investment objectives or guidelines, in connection with the operation of the Funds or arising from an employment dispute.  The risk of litigation is difficult to predict, assess or quantify, and may occur years after the activities or events at issue.  In addition, from time to time we may become the subject of governmental or regulatory investigations and/or examinations.  Even if we prevail in a legal or regulatory action, the costs alone of defending against the action or the harm to our reputation could have a material adverse effect on us.
 
Compliance failures could adversely affect us.
 
Our investment management activities are subject to client guidelines, and our Mutual Fund business involves compliance with numerous investment, asset valuation, distribution and tax requirements.  A failure to adhere to these guidelines or satisfy these requirements could result in losses which could be recovered by the client from us in certain circumstances.  There can be no assurance that the precautions and procedures that we have instituted and installed or the insurance we maintain to protect ourselves in case of client losses will protect us from potential liabilities.
 
 
21

 
 
Our reputation is critical to our success.
 
Our reputation is critical to acquiring, maintaining and developing relationships with our clients, Mutual Fund shareholders and third party intermediaries.  In recent years, there have been a number of well-publicized cases involving fraud, conflicts of interest or other misconduct by individuals in the financial services industry.  Misconduct by our staff, or even unsubstantiated allegations, could result not only in direct financial harm but also in harm to our reputation, causing injury to the value of our brands and our ability to retain or attract AUM.  In addition, in certain circumstances, misconduct on the part of our clients or other parties could damage our reputation.  Moreover, reputational harm may cause us to lose current employees and we may be unable to continue to attract new ones with similar qualification or skills. Damage to our reputation could substantially reduce our AUM and impair our ability to maintain or grow our business, which could have a material adverse effect on us.
 
We face strong competition from numerous and, in many instances, larger companies.
 
We compete with numerous investment management companies, stock brokerage and investment banking firms, insurance companies, banks, savings and loan associations and other financial institutions.  The periodic establishment of new investment management companies and other competitors increases the competition that we face. At the same time, consolidation in the financial services industry has created stronger competitors with greater financial resources and broader distribution channels than our own. Competition is based on various factors, including, among others, business reputation, investment performance, product mix and offerings, service quality and innovation, distribution relationships and fees charged.  Our competitive success in any or all of these areas cannot be assured. Additionally, competing securities dealers whom we rely upon to distribute our mutual funds also sell their own proprietary funds and investment products, which could limit the distribution of our investment products.  To the extent that existing or potential customers, including securities dealers, decide to invest in or distribute the products of our competitors, the sales of our products as well as our market share, revenues and net income could decline.

Fee pressures could reduce our profit margins.
 
There has been a trend toward lower fees in some segments of the investment management industry.  In order for us to maintain our fee structure in a competitive environment, we must be able to provide clients with investment returns and service that will encourage them to be willing to pay such fees.  Accordingly, there can be no assurance that we will be able to maintain our current fee structure.  Fee reductions on existing or future new business could have an adverse effect on our profit margins and results of operations.

Risks Related to the Company
 
The disparity in the voting rights among the classes of shares may have a potential adverse effect on the price of our Class A Stock.
 
The holders of Class A Common Stock (“Class A Stock”) and Class B Stock have identical rights except that (i) holders of Class A Stock are entitled to one vote per share, while holders of Class B Stock are entitled to ten 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.  Since our Offering in 1999, Mr. Gabelli, through his control and majority ownership of GGCP, has beneficially owned a majority of our outstanding Class B Stock, representing approximately 94% of voting control.  As long as Mr. Gabelli indirectly beneficially owns a majority of the combined voting power of our common stock, he will have the ability to elect all of the members of our Board of Directors and thereby control our management and affairs, including among other things any determinations with respect to acquisitions, dispositions, borrowings, issuances of common stock or other securities, and the declaration and payment of dividends on the common stock.  The differential in voting rights and the ability of our company to issue additional Class B Stock could adversely affect the value of the Class A Stock to the extent the investors, or any potential future purchaser of our company, view the superior voting rights of the Class B Stock to have value.  On May 1, 2012, Class A Stock shareholders approved an advisory proposal for the Board of Directors to consider the conversion and reclassification of our shares of Class B Stock into Class A Stock at a ratio in the range of 1.15 to 1.25 shares of Class A Stock for each share of Class B Stock.  The Board of Directors has made no decision on this matter.
 
 
22

 
 
Future sales of our Class A Stock in the public market or sales or distributions of our Class B Stock could lower our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute our stockholders’ ownership in us.
 
We may sell additional shares of Class A Stock in subsequent public offerings.  We also may issue additional shares of Class A Stock or convertible debt securities.  In addition, sales by our current shareholders could be perceived negatively.
 
No prediction can be made as to the effect, if any, that future sales or distributions of Class B Stock owned by GGCP Holdings LLC will have on the market price of the Class A Stock from time to time.  Sales or distributions of substantial amounts of Class A Stock or Class B Stock, or the perception that such sales or distributions are likely to occur, could adversely affect the prevailing market price for the Class A Stock.
 
 
None.


ITEM 2:  PROPERTIES
 
Our principal offices, consisting of a single 60,000 square foot building, are located at 401 Theodore Fremd Avenue, Rye, New York, under a lease agreement which expires on December 31, 2023 from an entity controlled by members of Mr. Gabelli's immediate family.  In addition we lease office space in Connecticut, Florida, Illinois, Minnesota, Missouri, Nevada and, internationally, in London, Shanghai and Tokyo.



From time to time, the Company is 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.  The Company cannot predict the ultimate outcome of such matters.  With respect to one such matter, the Institutional Broker-Dealer (“B/D”) has agreed in principle, subject to an acceptable settlement document, to resolve an outstanding matter with FINRA regarding lapses in the B/D’s supervision of certain registered representatives in their role as general partners of outside private partnerships.  The 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, if material, makes the necessary disclosures.  Such amounts, both those that are probable and those that are reasonably possible, are not considered material to the Company’s financial condition, operations or cash flows.

 

Not applicable.

PART II
 
 
Our shares of Class A Stock are traded on the NYSE under the symbol GBL.
 
As of February 1, 2013, there were 53 Class A Stockholders of record and 22 Class B Stockholders of record.  These figures do not include stockholders with shares held under beneficial ownership in nominee name, which are estimated to be approximately 3,000.
 
 
23

 

The following table sets forth the high and low prices of our Class A Stock and historical dividends declared per share to both Class A Stock and Class B Stock for each quarter of 2012 and 2011 as reported by the NYSE.
 
   
2011
   
2012
               
Dividend Declared
               
Dividend Declared
   
High
   
Low
   
Regular
   
Special
   
High
   
Low
   
Regular
   
Special
                                               
First Quarter
  $ 49.67     $ 39.59     $ 0.03     $ -     $ 52.32     $ 42.84     $ 0.04     $ -
Second Quarter
    51.79       42.17       0.04       -       49.83       38.69       0.04       0.25
Third Quarter
    52.35       36.75       0.04       -       50.41       42.04       0.05       0.25
Fourth Quarter
  $ 52.98     $ 35.81     $ 0.04     $ 1.00     $ 53.35     $ 45.50     $ 0.05     $ 2.20
 
As of December 31, 2012, since the Offering, we have returned $773.7 million in total to shareholders of which $420.4 million was in the form of dividends and $353.3 million was through our stock buyback program.
 
The following table provides information with respect to the shares of our Class A Stock we repurchased during the three months ended December 31, 2012:
 
               
Total Number of
   
Maximum
 
   
Total
   
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
 
10/01/12 - 10/31/12
    1,111     $ 48.00       1,111       296,728  
11/01/12 - 11/30/12
    143,572       45.85       143,572       870,545  
12/01/12 - 12/31/12
    718,102       50.00       718,102       152,443  
Totals
    862,785     $ 49.31       862,785          
 
In 1999, the Board of Directors established the stock repurchase program.  In November 2012, the Board of Directors approved a modified “Dutch Auction” tender offer to purchase up to 800,000 shares of GBL Class A stock.  The tender was completed in December 2012 resulting in the purchase of 717,389 shares.  The excess authorization from the tender expired upon the conclusion of the tender in December 2012.  Our stock repurchase program is not subject to an expiration date.

 
 
24

 
 
We are required to provide a comparison of the cumulative total return on our Class A Stock as of December 31, 2012 with that of a broad equity market index and either a published industry index or a peer group index selected by us.  The following chart compares the return on the Class A Stock with the return on the S&P 500 Index and an index comprised of public asset managers (“SNL Asset Manager”).  The comparison assumes that $100 was invested in the Class A Stock and in each of the named indices, including the reinvestment of dividends, on December 31, 2007.  This chart is not intended to forecast future performance of our common stock.
 
Total return chart 2012
 
 
   
Dec. 31,
   
Dec. 31,
   
Dec. 31,
   
Dec. 31,
   
Dec. 31,
   
Dec. 31,
   
2007
   
2008
   
2009
   
2010
   
2011
   
2012
GAMCO Investors, Inc.
    100.00       41.78       77.34       85.56       79.43       102.97
SNL Asset Manager
    100.00       47.52       77.10       88.75       76.76       98.48
S&P 500 Index
    100.00       63.00       79.68       91.68       93.61       108.59

The following table shows information regarding outstanding options and shares reserved for future issuance under our equity compensation plans as of December 31, 2012.
 
   
Number of Securities to be
   
   
Issued upon Exercise of
   
Weighted-Average Exercise
 
   
Outstanding Options,
   
Price of Outstanding Options,
 
Plan Category
 
Warrants and Rights
   
Warrants and Rights
 
Equity compensation plans approved
           
by security holders:
           
  Stock options
    68,623        
  Restricted stock awards
    -       n/a  
Equity compensation plans not approved
         
by security holders:
    -       n/a  
Total
    68,623          
 
The number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column above) are 540,675.  
 
 
25

 

 
General
 
The selected historical financial data presented below has been derived in part from, and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 and “Financial Statements and Supplementary Data” included in Item 8 of this report.
 
   
Year Ended December 31,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
Income Statement Data (in thousands) (unaudited)
                   
Revenues
                             
  Investment advisory and incentive fees
  $ 288,480     $ 268,024     $ 231,269     $ 178,713     $ 204,293  
  Distribution fees and other income
    44,848       44,816       32,511       22,686       24,590  
  Institutional research services
    10,953       14,288       16,600       16,715       16,129  
    Total revenues
    344,281       327,128       280,380       218,114       245,012  
Expenses:
                                       
  Compensation costs
    137,223       130,382       113,255       87,775       97,948  
  Stock based compensation
    13,583       2,588       10,585       5,084       4,892  
  Management fee
    13,018       12,270       12,013       9,758       4,086  
  Distribution costs
    40,842       44,427       31,048       24,339       25,090  
  Other operating expenses
    28,485       24,167       22,450       18,948       27,979  
    Total expenses
    233,151       213,834       189,351       145,904       159,995  
                                         
Operating income
    111,130       113,294       91,029       72,210       85,017  
Other income (expense), net
                                       
  Net gain/(loss) from investments
    22,741       5,549       24,888       25,558       (52,299 )
  Extinguishment of debt
    (6,307 )     2       (497 )     -       -  
  Interest and dividend income
    5,651       6,594       5,905       3,425       13,136  
  Interest expense
    (15,899 )     (14,997 )     (11,984 )     (13,290 )     (9,441 )
    Total other income (expense), net
    6,186       (2,852 )     18,312       15,693       (48,604 )
Income before income taxes
    117,316       110,442       109,341       87,903       36,413  
  Income tax provision
    41,721       40,767       39,326       31,761       12,323  
  Net income
    75,595       69,675       70,015       56,142       24,090  
Net income (loss) attributable to noncontrolling
                               
    interests
    56       (7 )     1,223       609       (776 )
Net income attributable to GAMCO Investors,
                               
  Inc.'s shareholders
  $ 75,539     $ 69,682     $ 68,792     $ 55,533     $ 24,866  
                                         
Net income per share attributable to GAMCO
                                 
  Investors, Inc.'s shareholders:
                                       
    Basic
  $ 2.87     $ 2.62     $ 2.55     $ 2.03     $ 0.89  
    Diluted
  $ 2.86     $ 2.61     $ 2.52     $ 2.02     $ 0.89  
                                         
Weighted average shares outstanding:
                                 
    Basic
    26,283       26,636       26,959       27,345       27,805  
    Diluted
    26,436       26,724       28,348       28,214       27,841  
                                         
Actual shares outstanding at December 31st (a)
    25,746       26,755       27,053       27,605       27,746  
                                         
Dividends declared per share:
  $ 2.88     $ 1.15     $ 5.02     $ 2.13     $ 2.02  
                                         
(a) Includes unvested RSAs of 0, 275,600, 123,100, 360,100 and 369,900 at December 31, 2012, 2011, 2010, 2009 and 2008, respectively.
 
 
 
26

 
 
   
December 31,
   
2012
   
2011
   
2010
   
2009
   
2008
                             
Balance Sheet Data (in thousands) (unaudited)
                 
Total assets
  $ 690,733     $ 756,749     $ 672,736     $ 707,809     $ 697,634
Long-term obligations
    221,315       268,191       163,762       204,116       204,095
Other liabilities and noncontrolling interest
    98,484       81,147       119,366       60,032       48,598
Total liabilities and noncontrolling interest
    319,799       349,338       283,128       264,148       252,693
Total equity
  $ 370,934     $ 407,411     $ 389,608     $ 443,661     $ 444,941
 
   
December 31,
   
2012
   
2011
   
2010
   
2009
   
2008
                             
Assets Under Management (unaudited)
                       
  (at year end, in millions):
                           
   Open-end Funds
  $ 14,183     $ 14,097     $ 12,868     $ 10,197     $ 7,646
   Closed-end Funds
    6,288       5,799       5,471       4,609       3,792
Institutional & PWM Separate Accounts
                               
     Direct
    12,090       10,879       11,031       9,338       6,883
     Sub-advisory
    2,924       2,600       2,637       1,897       1,585
   Investment Partnerships
    801       605       515       305       295
   SICAV (a)
    119       105       -       -       -
     Total
  $ 36,405     $ 34,085     $ 32,522     $ 26,346     $ 20,201
 
(a) Includes $104 million and $100 million of proprietary seed capital at December 31, 2012 and December 31, 2011, respectively.
 
 
27

 
 
 
The following discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in Item 8 to this report.
 
Introduction
 
Our revenues are highly correlated to the level of AUM and fees associated with our various investment products, rather than our own corporate assets.  AUM, 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.  It is our belief that general stock market trends will have the greatest impact on our level of AUM and hence, revenues.  
 
As of December 31, 2012, we had $36.4 billion of AUM.  We conduct our investment advisory business principally through: GAMCO (Institutional and Private Wealth Management), Funds Advisor (Mutual Funds) and GSI (Investment Partnerships).  We also act as an underwriter and provide institutional research services through Gabelli & Company, a broker-dealer subsidiary, and are a distributor of our open-end mutual funds through our other broker-dealer subsidiary G.distributors.

Overview
 
Consolidated Statements of Income
 
Investment advisory and incentive fees, which are based on the amount and composition of AUM in our Mutual Funds, Institutional and Private Wealth Management accounts and Investment Partnerships, 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 NTF 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 open-end funds, closed-end funds and sub-advisory accounts are computed daily or weekly based on average net assets.  Advisory fees from Institutional and Private Wealth Management clients are generally computed quarterly based on account values as of the end of the preceding quarter.  Management fees from Investment Partnerships are computed either monthly or quarterly.  These revenues are 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 management fee rates than fixed income portfolios.
 
Revenues from Investment Partnerships also generally include an incentive allocation on the absolute gain in a portfolio or a fee of 20% of the economic profit, as defined in the partnership agreement.  We recognize revenue only when the measurement period has been completed and when the incentive fees have been earned.  We also receive incentive fees from certain Institutional and Private Wealth Management 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.  Management fees on assets attributable to a majority 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.

Institutional research services revenues consist of brokerage commissions derived from securities transactions executed on an agency basis on behalf of mutual funds, Institutional and Private Wealth Management clients as well as investment banking revenue, which consists of underwriting profits, selling concessions and management fees associated with underwriting activities.  Commission revenues vary directly with account trading activity and new account generation.  Investment banking revenues are directly impacted by the overall market conditions, which affect the number of public offerings which may take place.
 
 
28

 
 
Distribution fees and other income primarily include distribution fee revenue earned in accordance with Rule 12b-1 of the Company Act, 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 professional staff.  Variable compensation paid to sales personnel 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.  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. 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 and clearing charges and fees for Gabelli & Company’s brokerage operation.
 
Other income and expenses include net gains and losses from investments (which includes both realized and unrealized gains and losses from trading securities and equity in earnings of investments in partnerships), interest and dividend income, and interest expense.  Net gains and losses from investments are derived from our proprietary investment portfolio consisting of various public and private investments.
 
Net income (loss) attributable to noncontrolling interests represents the share of net income attributable to the minority stockholders, as reported on a separate company basis, of our consolidated majority-owned subsidiaries and net income attributable to third party limited partners of certain partnerships and offshore funds we consolidate.  Please refer to Notes A and D in our consolidated financial statements included elsewhere in this report.
 
Consolidated Statements of Financial Condition
 
We ended the 2012 year with approximately $568.9 million in cash and investments, which includes $5.2 million of cash and investments held by our consolidated investment partnerships.  The $568.9 million consists of $190.6 million cash and cash equivalents, primarily invested in our 100% U.S. Treasury Money Market Fund, $138.5 million invested in common stocks, $43.0 million invested in U.S. Treasury obligations, $97.6 million invested in partnerships and $2.1 million in other types of investments.  This also included approximately $97.1 million of our available for sale (“AFS”) securities, consisting of investments in The Gabelli Dividend & Income Trust, The GDL Fund, and Westwood Holdings Group and various other Gabelli and GAMCO open-end funds.
 
Our debt consisted of $99 million of 5.5% senior notes due May 2013, $100 million of 5.875% senior notes due June 1, 2021 and $17.4 million in zero coupon subordinated debentures (current principal amount of $21.7 million) due December 31, 2015, which were originally distributed to shareholders as a dividend on December 31, 2010.

Equity, excluding noncontrolling interest, was $367.6 million or $14.28 per share on December 31, 2012 compared to $404.0 million or $15.10 per share on December 31, 2011.  The decline in equity from the end of 2011 was principally related to the declaration of dividends of $76.4 million and the purchase of treasury stock of $54.9 million during 2012 partially offset by comprehensive income of $79.3 million and $13.6 million of stock based compensation.
 
(in millions, except per share data)
 
12/31/2012
   
12/31/2011
Stockholders' book value
  $ 367.61     $ 403.97
Shares outstanding
    25.75       26.75
Stockholders' book value per share
  $ 14.28     $ 15.10

Our strong and liquid balance sheet provides us access to financial markets and the flexibility to opportunistically add operating resources to our firm and consider strategic initiatives.  We filed a shelf registration with the SEC in 2012 which, among other things, provides us the 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 $400 million.  The shelf is available through May 30, 2015, at which time it may be renewed.
 
Our primary goal is to use our liquid resources to opportunistically and strategically grow operating income.  While this goal is a priority, if opportunities are not present with what we consider a margin of safety, we will consider alternatives to return capital to our shareholders including stock repurchase and dividends.
 
 
29

 
 
Assets Under Management Highlights (unaudited)
 
We reported assets under management as follows (dollars in millions):

   
Year Ended December 31,
       
   
2012
   
2011
   
2010
   
2009
   
2008
      2012/2011  
Equities:
                                     
  Open-End
  $ 12,502     $ 12,273     $ 11,252     $ 8,476     $ 6,139       1.9 %
  Closed-End
    6,288       5,799       5,471       4,609       3,792       8.4  
  Institutional & PWM direct
    12,030       10,853       11,005       9,312       6,861       10.8  
  Institutional & PWM sub-advisory
    2,924       2,600       2,637       1,897       1,585       12.5  
  Investment Partnerships
    801       605       515       305       295       32.4  
  SICAV (a)
    119       105       -       -       -       13.3  
Total Equities
    34,664       32,235       30,880       24,599       18,672       7.5  
Fixed Income:
                                               
  Money-Market Fund
    1,681       1,824       1,616       1,721       1,507       (7.8 )
  Institutional & PWM
    60       26       26       26       22       130.8  
Total Fixed Income
    1,741       1,850       1,642       1,747       1,529       (5.9 )
Total AUM
  $ 36,405     $ 34,085     $ 32,522     $ 26,346     $ 20,201       6.8 %
                                                 
 
Our net cash inflows or outflows by product line were as follows (in millions):

   
Year Ended December 31,
 
  (unaudited)
 
2012
   
2011
   
2010
 
Equities:
                 
  Open-End
  $ (1,130 )   $ 1,330     $ 1,109  
  Closed-End (b)
    (34 )     408       69  
  Institutional & PWM direct
    (348 )     164       (534 )
  Institutional & PWM sub-advisory
    (60 )     41       190  
  Investment Partnerships
    172       77       170  
  SICAV
    10       105       -  
Total Equities
    (1,390 )     2,125       1,004  
Fixed Income:
                       
  Money-Market Fund
    (143 )     208       (106 )
  Institutional & PWM
    34       -       -  
Total Fixed Income
    (109 )     208       (106 )
Total Net Cash In (Out) Flows
  $ (1,499 )   $ 2,333     $ 898  
 
(a)  
Includes $104 million and $100 million of proprietary seed capital at December 31, 2012 and December 31, 2011, respectively.
(b)  
Our net cash inflows or outflows for Closed-End equity funds includes distributions, net of reinvestments, to fund holders of $454 million, $396 million and $328 million in 2012, 2011 and 2010, respectively.
 
 
30

 

Our net appreciation and depreciation by product line were as follows (in millions):
 
   
Year Ended December 31,
  (unaudited)
 
2012
   
2011
   
2010
Equities:
               
  Open-End
  $ 1,359     $ (309 )   $ 1,667
  Closed-End
    523       (80 )     793
  Institutional & PWM direct
    1,525       (316 )     2,227
  Institutional & PWM sub-advisory
    384       (78 )     550
  Investment Partnerships
    24       13       40
  SICAV
    4       -       -
Total Equities
    3,819       (770 )     5,277
Fixed Income:
                     
  Money-Market Fund
    -       -       1
  Institutional & PWM
    -       -       -
Total Fixed Income
    -       -       1
Total Net Appreciation/(Depreciation)
  $ 3,819     $ (770 )   $ 5,278
 
AUM at December 31, 2012 were $36.4 billion, an increase of 6.8% from AUM of $34.1 billion at December 31, 2011.  Equity AUM were $34.7 billion on December 31.2012, 7.5% above the $32.2 billion on December 31, 2011.  We earn incentive fees for certain institutional client assets, assets attributable to certain preferred issues for our closed-end funds, our GDL Fund (NYSE: GDL) and investment partnership assets.  As of December 31, 2012, assets with incentive based fees were $3.7 billion, unchanged from the $3.7 billion on December 31, 2011.  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.
 
 
31

 

Operating Results for the Year Ended December 31, 2012 as Compared to the Year Ended December 31, 2011
 
Revenues
Total revenues were $344.3 million in 2012, $17.2 million or 5.3% higher than the total revenues of $327.1 million in 2011.  The change in total revenues by revenue component was as follows (dollars in millions):
 
   
Year Ended December 31,
   
Increase (decrease)
 
  (unaudited)
 
2012
   
2011
    $       %  
Investment advisory
  $ 266.2     $ 252.5     $ 13.7       5.4 %
Incentive fees
    22.3       15.5       6.8       43.9  
Distribution fees and other income
    44.8       44.8       -       -  
Institutional research services
    11.0       14.3       (3.3 )     (23.1 )
Total revenues
  $ 344.3     $ 327.1     $ 17.2       5.3 %
                                 

Investment Advisory and Incentive Fees:  Investment advisory fees, which comprised 77.3% of total revenues in 2012, are directly influenced by the level and mix of average AUM.  Average total AUM rose 5.0% to $36.0 billion in 2012 as compared to $34.3 billion in 2011.  Average equity AUM rose 4.6% to $34.1 billion in 2012 from $32.6 billion in 2011.  Incentive fees, which comprised 6.5% of total revenues in 2012, result from our ability to either generate an absolute return in a portfolio or meet or exceed a specific benchmark index or indices and can vary significantly from one period to another.  Incentive fees were higher in 2012 as portfolios largely benefitted from the prevailing U.S. and global stock market performance.
 
Mutual fund revenues increased $14.3 million or 8.3%, to $187.0 million, driven by higher average AUM.  Revenue from open-end funds increased $4.6 million, or 3.8%, from the prior year as average AUM in 2012 increased $0.6 billion, or 4.3%, to $14.5 billion from the $13.9 billion in 2011.  Closed-end fund revenues increased $9.6 million, or 18.0%, to $62.8 million from the prior year and was comprised of $1.8 million in investment advisory fees attributable to higher average AUM and $7.8 million in incentive fees on certain preferred closed-end fund AUM.  Revenue from Institutional and Private Wealth Management accounts, excluding incentive fees, which are generally billed on beginning quarter AUM, increased $5.5 million, or 6.8%, principally due to higher billable AUM levels throughout the course of 2012 partially offset by a decrease of $1.7 million in incentive fees earned on certain accounts.  In 2012, average AUM in our equity Institutional and Private Wealth Management business increased $0.7 billion, or 5.0%, for the year to $14.6 billion.  Total advisory fees from Investment Partnerships increased $2.4 million or 37.5%.  Management fee revenues were $5.8 million in 2012, an increase of $1.7 million or 41.5%, from the $4.1 million in 2011 as average AUM increased $259 million, or 44.3%, to $844 million in 2012 from $585 million in 2011.  Incentive allocations and fees from investment partnerships, which generally represent 20% of the economic profit, increased $0.7 million or 30.4% to $3.0 million in 2012 from $2.3 million in 2011.
 
Institutional Research Services:  Institutional research services revenues in 2012 were $11.0 million, a $3.3 million or 23.1% decrease from $14.3 million in 2011 largely the result of lower trading volume.  Institutional research services revenues derived from transactions on behalf of our Mutual Funds and Institutional and Private Wealth Management clients totaled $7.8 million, or approximately 71% of total institutional research services revenues in 2012.
 
Distribution Fees and Other Income: Distribution fees and other income was $44.8 million in both 2012 and 2011.  Higher distribution fees of $41.2 million in 2012 versus $39.7 million for the prior year, principally as a result of increased average AUM in our open-end equity mutual funds of 3.5% were exactly offset by a decrease of $1.5 million in fees from the sale of load shares of mutual funds and other income.

Expenses
Compensation:  Total compensation costs, which are largely variable in nature, increased $6.8 million, or 5.2%, to $137.2 million in 2012 from $130.4 million in 2011.  Variable compensation costs increased $4.1 million to $100.4 million in 2012 from $96.3 million in 2011 but decreased as a percent of revenues to 29.2% in 2012 from 29.4% in 2011.  Variable compensation is driven by revenue levels which increased in 2012 from 2011.  Fixed compensation costs increased to $36.9 million in 2012 from $34.1 million in 2011.

Stock based compensation:  Stock based compensation was $13.6 million in 2012, an increase of $11.0 million, as compared to $2.6 million in 2011.  The increase was driven by the acceleration of restricted stock awards ("RSAs") vesting in 2012, which resulted in $10.1 million of expense recognized in 2012 that would have been recognized from 2013 to 2016.
 
Management Fee:  In 2012 management fee expense increased 5.7% to $13.0 million versus $12.3 million in 2011.  Management fee expense is incentive-based and entirely variable in the amount of 10% of the aggregate pre-tax profits which is paid to Mr. Gabelli (or his designee) in accordance with his employment agreement. 
 
 
32

 
 
Distribution Costs: Distribution costs, which include marketing, promotion and distribution costs decreased $3.6 million, or 8.1%, to $40.8 million in 2012 from $44.4 million in 2011.  Included in 2011 was $5.6 million in one-time costs directly related to the launch of a new closed-end fund in the first quarter of 2011.  Excluding this charge, distribution costs were $2.0 million, or 5.2%, higher in 2012 driven by an increase in average open-end equity mutual funds AUM of 3.5%.  

Other Operating Expenses: Our other operating expenses were $28.5 million in 2012 compared to $24.2 million in 2011, an increase of $4.3 million or 17.8%.  The year over year increase of $4.3 million was largely comprised of $2.5 million in higher contributions to charitable organizations and $0.7 million in increased legal and regulatory costs with the remaining increase spread among multiple categories of expense.

Operating Income and Margin
Operating income, net of management fee expense, decreased $2.2 million, or 1.9%, to $111.1 million for 2012 versus $113.3 million in the prior year period.  Significant charges unique to each period included $10.1 million related to the acceleration of RSAs in 2012 and $5.6 million in distribution costs related to the launch of a new closed-end fund in 2011.  Excluding these charges, operating income increased $2.3 million, or 1.9%, to $121.2 million for 2012 from $118.9 million in 2011.  This increase was primarily due to the growth in revenues which were largely attributable to the higher levels of average AUM in 2012 versus 2011.  Operating expenses, in particular other operating expenses, grew at a faster rate than the revenue growth.  Operating margin was 32.3% for the year ended December 31, 2012, versus 34.6% in the prior year period.  Operating income before management fee was $124.1 million for the year ended of 2012, versus $125.6 million in the prior year.

Operating margin before management fee was 36.1% in the 2012 period (39.0% excluding one-time costs) versus 38.4% in the 2011 period (40.1% excluding one-time costs).  The reconciliation of operating income before management fee and operating margin before management fee is provided at the end of this section.
 
Other Income and Expense
Total other income (expense) (which represents primarily investment income from our proprietary investments), net of interest expense, was income of $6.2 million for the year ended December 31, 2012 compared to an expense of $2.9 million in 2011.  Net gain from investments was $22.7 million in 2012 as compared to $5.5 million in 2011.  Interest and dividend income was $5.7 million in 2012 compared to $6.6 million in 2011.  The decrease of $0.9 million was due entirely to dividend income as interest income was flat year over year.

Interest expense increased $0.9 million to $15.9 million in 2012, from $15.0 million in 2011.  The increase was due to the issuance of $100 million of 5.875% ten-year senior notes in May 2011 being outstanding for the entire year of 2012.
 
Income Taxes
The effective tax rate was 35.6% for the year ended December 31, 2012, versus 36.9% for the year ended December 31, 2011.  The 2012 rate included a benefit of 1.2% resulting from the difference between the tax and book basis of the 0% subordinated debentures repurchased during the year.
 
Net Income Attributable to Noncontrolling interest
Net income attributable to noncontrolling interests was $56,000 in 2012 compared to a loss of $7,000 in 2011. 
 
Net Income
Net income for 2012 was $75.5 million or $2.86 per fully diluted share versus $69.7 million or $2.61 per fully diluted share for 2011.
 
Shareholder Compensation and Initiatives
During 2012, we returned $131.3 million of our earnings to shareholders through dividends and stock repurchases.  We returned to shareholders a total of $0.18 per share in regular quarterly cash dividends, two special cash dividends of $0.25 per share each and one special cash dividend of $2.20 per share totaling $76.4 million during 2012.  During 2011, we returned $51.2 million of our earnings to shareholders through dividends and stock repurchases.  We returned to shareholders $0.15 per share in regular quarterly cash dividends and a special dividend of $1.00 per share totaling $30.8 million during 2011.
 
Through our stock buyback program, we repurchased 1,138,313 and 450,966 shares in 2012 and 2011, respectively, for a total of approximately $54.9 million and $20.4 million, respectively or $48.25 and $45.24 per share, respectively.  Approximately 152,000 shares remain authorized under our stock buyback program at December 31, 2012.

Weighted average shares outstanding on a diluted basis in 2012 were 26.4 million.  
 
 
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At December 31, 2012, we had 68,623 options outstanding to purchase our Class A Stock. The allocation of the options was recommended by the Company's Chairman who did not receive options.
 
Reconciliation of non-GAAP financial measures to GAAP:
       
   
2012
   
2011
 
Revenues
  $ 344,281     $ 327,128  
Operating income
    111,130       113,294  
Add back: management fee expense
    13,018       12,270  
Operating income before management fee
  $ 124,148     $ 125,564  
                 
Operating margin
    32.3 %     34.6 %
                 
Operating margin before management fee
    36.1 %     38.4 %

Operating income before management fee expense 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 expense is based on pre-tax income before management fee expense, which includes non-operating items including investment gains and losses from the Company’s proprietary investment portfolio and interest expense.  We believe that an investor would find this useful in analyzing the business operations of the Company without the impact of the non-operating items such as trading and investment portfolios or interest expense.

Operating Results for the Year Ended December 31, 2011 as Compared to the Year Ended December 31, 2010
 
Revenues
Total revenues were $327.1 million in 2011, $46.7 million or 16.7% higher than the total revenues of $280.4 million in 2010.  The change in total revenues by revenue component was as follows (dollars in millions):

   
Year Ended December 31,
   
Increase (decrease)
 
  (unaudited)
 
2011
   
2010
     $       %  
Investment advisory
  $ 252.5     $ 204.9     $ 47.6       23.2 %
Incentive fees
    15.5       26.4       (10.9 )     (41.3 )
Distribution fees and other income
    44.8       32.5       12.3       37.8  
Institutional research services
    14.3       16.6       (2.3 )     (13.9 )
Total revenues
  $ 327.1     $ 280.4     $ 46.7       16.7 %
 
Investment Advisory and Incentive Fees:  Investment advisory fees, which comprised 77.2% of total revenues in 2011, are directly influenced by the level and mix of average AUM.  Average total AUM rose 20.8% to $34.3 billion in 2011 as compared to $28.4 billion in 2010.  Average equity AUM rose 22.6% to $32.6 billion in 2011 from $26.6 billion in 2010.  Incentive fees, which comprised 4.7% of total revenues in 2011, result from our ability to either generate an absolute return in a portfolio or meet or exceed a specific benchmark index or indices and can vary significantly from one period to another.  Incentive fees were lower in 2011 as markets were largely impacted by the prevailing global economic climate.
 
Mutual fund revenues increased $26.6 million or 18.2%, to $172.7 million, driven by higher average AUM.  Revenue from open-end funds increased $23.1 million, or 23.9%, from the prior year as average AUM in 2011 increased $2.7 billion, or 24.1%, to $13.9 billion from the $11.2 billion in 2010.  Closed-end fund revenues increased $3.5 million, or 7.1%, to $53.1 million from the prior year.  The increase was primarily attributable to higher average AUM of $5.9 billion during 2011 as compared with $4.9 billion during 2010, and was offset by a $7.0 million decline in incentive fees on certain preferred closed-end fund AUM.  Revenue from Institutional and Private Wealth Management accounts, which are generally billed on beginning quarter AUM, increased $10.0 million, or 12.7%, principally due to higher billable AUM levels throughout the course of 2011 partially offset by a decrease of $2.6 million in incentive fees earned on certain accounts.  In 2011, average AUM in our equity Institutional and Private Wealth Management business increased $2.0 billion, or 16.8%, for the year to $13.9 billion.
 
 
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Total advisory fees from Investment Partnerships were unchanged at $6.4 million in both 2011 and 2010.  Management fee revenues were $4.1 million in 2011, an increase of $1.3 million or 46.4%, from the $2.8 million in 2010 as average AUM increased $173 million, or 42.0%, to $585 million in 2011 from $412 million in 2010.  This increase was offset by a decrease of $1.3 million to $2.3 million in 2011 from $3.6 million in 2010 in incentive allocations and fees from investment partnerships, which generally represent 20% of the economic profit.
 
Institutional Research Services:  Institutional research services revenues in 2011 were $14.3 million, a $2.3 million or 13.9% decrease from $16.6 million in 2010 largely the result of lower trading volume.  Institutional research services revenues derived from transactions on behalf of our Mutual Funds and Institutional and Private Wealth Management clients totaled $10.7 million, or approximately 75% of total institutional research services revenues in 2011.
 
Distribution Fees and Other Income: Distribution fees and other income increased $12.3 million, or 37.8%, to $44.8 million in 2011 from $32.5 million in 2010.  The increase was primarily due to higher distribution fees of $39.7 million in 2011 versus $29.0 million for the prior year, principally as a result of increased average AUM in our open-end equity mutual funds of 28.4% and an increase of $1.4 million in fees from the sale of load shares of mutual funds.

Expenses
Compensation:  Total compensation costs, which are largely variable in nature, increased $9.2 million, or 7.4%, to $133.0 million in 2011 from $123.8 million in 2010.  Variable compensation costs increased $13.0 million to $96.3 million in 2011 from $83.3 million in 2010 but decreased as a percent of revenues to 29.4% in 2011 from 29.7% in 2010.  Variable compensation is driven by revenue levels which increased in 2011 from 2010.  Fixed compensation costs declined to $36.7 million in 2011 from $40.5 million in 2010.  Included in the 2010 compensation costs was a $5.8 million non-cash charge for the acceleration of the 2007 RSA grant.  Excluding this charge fixed compensation costs rose $2.0 million or 5.8%.

Management Fee:  In 2011 management fee expense increased 2.5% to $12.3 million versus $12.0 million in 2010.  Management fee expense is incentive-based and entirely variable in the amount of 10% of the aggregate pre-tax profits which is paid to 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 devoting the substantial majority of his working time to the business.  In accordance with his 2008 Employment Agreement, Mr. Gabelli chose to allocate $0.5 million and $2.4 million of his management fee to employees of the Company in 2011 and 2010, respectively. 

Distribution Costs: Distribution costs, which include marketing, promotion and distribution costs increased $13.4 million, or 43.2%, to $44.4 million in 2011 from $31.0 million in 2010.  Included in this increase was $5.6 million in one-time costs directly related to the launch of a new closed-end fund in the first quarter of 2011.  Excluding this charge, distribution costs were $7.8 million, or 25.2%, higher in 2011 driven by an increase in average open-end equity mutual funds AUM of 28.4%.  

Other Operating Expenses: Our other operating expenses were $24.2 million in 2011 compared to $22.5 million in 2010.  This 7.6% increase was spread across multiple categories of expenses with no one expense making up a significant portion of the increase.

Operating Income and Margin
Operating income was $113.3 million for the year ended December 31, 2011, increasing 24.5% from $91.0 million in the prior year.    The year over year increase in operating income was primarily due to the growth in revenues which were largely attributable to the higher levels of average AUM in 2011 versus 2010.  Operating expenses grew at a slower rate benefiting from lower growth in non-variable compensation and other operating expenses and the impact of lower non-operating income on management fee.  Significant charges unique to each period included $5.6 million in distribution costs related to the launch of a new closed-end fund in 2011 and a $5.8 million charge to compensation costs in 2010 related to the acceleration of RSAs.  While these charges reduced operating income for each year their net impact on the year over year comparison of total operating income was only $0.2 million.  Operating margin was 34.6% for the year ended December 31, 2011, versus 32.5% in the prior year period.  Operating income before management fee was $125.6 million for the year ended of 2011, versus $103.0 million in the prior year.

Operating margin before management fee was 38.4% in 2011 versus 36.8% in 2010.  The reconciliation of operating income before management fee and operating margin before management fee is provided at the end of this section.

Other Income and Expense
Total other income (expense) (which represents primarily investment income from our proprietary investments), net of interest expense, was an expense of $2.9 million for the year ended December 31, 2011 compared to $18.3 million of income in 2010.  Net gain from investments was $5.6 million in 2011 as compared to $24.4 million in 2010.  Interest and dividend income was $6.6 million in 2011 compared to $5.9 million in 2010.  The increase of $0.7 million was due to an increase of $1.0 million of dividend income offset by a reduction of interest income of $0.3 million due to lower interest rates on our cash and cash equivalent holdings.
 
 
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Interest expense increased $3.0 million to $15.0 million in 2011, from $12.0 million in 2010.  The increase was primarily due to the issuance of $100 million of 5.875% ten-year senior notes in May 2011 and the issuance of $86.4 million in zero coupon subordinated debentures on December 31, 2010, slightly offset by the repurchases of the $40 million 2011 Notes and the $60 million 2018 Notes during the course of 2010.
 
Income Taxes
The effective tax rate was 36.9% for the year ended December 31, 2011, versus 36.0% for the year ended December 31, 2010.
 
Net Income Attributable to Noncontrolling interest
Net income attributable to noncontrolling interests was a loss of $7,000 in 2011 compared to $1.2 million of expense in 2010.  The decrease was primarily due to decreased earnings in 2011 as compared to 2010 from the partnerships and offshore funds that we consolidate.
 
Net Income
Net income for 2011 was $69.7 million or $2.61 per fully diluted share versus $68.8 million or $2.52 per fully diluted share for 2010.
 
Shareholder Compensation and Initiatives
During 2011, we returned $51.2 million of our earnings to shareholders through dividends and stock repurchases.  We returned to shareholders a total of $0.15 per share in regular quarterly cash dividends and a special dividend of $1.00 per share totaling $30.8 million during 2011.  During 2010, we returned $139.2 million of our earnings to shareholders through dividends and stock repurchases.  We returned to shareholders $1.82 per share in cash dividends through regular quarterly cash dividends and two special cash dividends of $0.90 per share and $0.80 per share, totaling $49.4 million, in 2010.  Additionally, we paid a special dividend of $59.6 million ($3.20 of principal per share or $86.4 million) to shareholders in the form of a five-year, zero coupon subordinated debenture due 2015.

Through our stock buyback program, we repurchased 450,966 and 684,003 shares in 2011 and 2010, respectively, for a total of approximately $20.4 million and $30.2 million, respectively or $45.24 and $44.15 per share, respectively.  Approximately 573,000 shares remain authorized under our stock buyback program at December 31, 2011.

Weighted average shares outstanding on a diluted basis in 2011 were 26.7 million.  During 2011, we issued 197,200 RSA shares.  RSAs affect weighted average shares for diluted earnings per share but not for basic earnings per share.  See Note H to the financial statements for details.
 
At December 31, 2011, we had 100,900 options outstanding to purchase our Class A Stock and 275,600 RSAs which were granted under our Stock Award and Incentive Plans (the “Plans”).  The allocation of the options and RSAs was recommended by the Company's Chairman who did not receive options or an RSA award.
 
Reconciliation of non-GAAP financial measures to GAAP:
       
   
2011
   
2010
 
Revenues
  $ 327,128     $ 280,380  
Operating income
    113,294       91,029  
Add back: management fee expense
    12,270       12,013  
Operating income before management fee
  $ 125,564     $ 103,042  
                 
Operating margin
    34.6 %     32.5 %
                 
Operating margin before management fee
    38.4 %     36.8 %
 
Operating income before management fee expense 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 expense is based on pre-tax income before management fee expense, which includes non-operating items including investment gains and losses from the Company’s proprietary investment portfolio and interest expense.  We believe that an investor would find this useful in analyzing the business operations of the Company without the impact of the non-operating items such as trading and investment portfolios or interest expense.
 
 
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Liquidity and Capital Resources
Our principal assets are highly liquid in nature and consist of cash and cash equivalents, short-term investments, securities held for investment purposes, investments in mutual funds, and investment partnerships.  Cash and cash equivalents are comprised primarily of 100% U.S. Treasury money market funds managed by GAMCO.  Although investments in partnerships and offshore funds are subject to restrictions on the timing of distributions, the underlying investments of such partnerships or funds are, for the most part, liquid, and the valuations of these products reflect that underlying liquidity.
 
Summary cash flow data derived from our audited consolidated statements of cash flows are as follows:

   
Year Ended December 31,
       
   
2012
   
2011
   
2010
 
   
(in thousands)
       
Cash flows provided by (used in):
                 
  Operating activities
  $ 85,745     $ 36,363     $ (80,030 )
  Investing activities
    4,447       3,982       67,186  
  Financing activities
    (175,912 )     67,896       (155,816 )
Increase (decrease) in cash and cash equivalents
    (85,720 )     108,241       (168,660 )
Effect of exchange rates on cash and cash equivalents
    (12 )     -       (9 )
Net increase (decrease) in cash and cash equivalents
    (85,732 )     108,241       (168,669 )
Cash and cash equivalents at beginning of year
    276,340       169,601       338,270  
Decrease in cash from deconsolidation of partnership
    -       (1,502 )     -  
Cash and cash equivalents at end of year
  $ 190,608     $ 276,340     $ 169,601  
 
Cash and liquidity requirements have historically been met through cash generated by operating income and our borrowing capacity.  We filed a registration with the SEC in 2012 which, among other things, 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 $400 million.  The shelf is available through May 30, 2015, at which time it may be renewed.

At December 31, 2012, we had cash and cash equivalents of $190.6 million, a decrease of $85.7 million from the prior year-end primarily due to the Company’s financing activities described below.  Cash and cash equivalents of $0.9 million and investments in securities of $7.0 million held by consolidated investment partnerships and offshore funds may not be readily available for the Company to access.  Total debt outstanding at December 31, 2012 was $216.4 million, consisting of $17.4 million in five year zero coupon subordinated debentures due 2015 (“Debentures”), with a face value of $21.7 million, $100 million of 5.875% senior notes due 2021 and $99 million of 5.5% senior notes due 2013.

For the year ended December 31, 2012, cash provided by operating activities was $85.7 million, an increase of $49.3 million from cash provided in the prior year of $36.4 million.  Cash was provided through an increase in net income of $5.9 million, a $75.5 million decrease in trading investments, $11.0 million increase in stock compensation, $10.7 million increase in income taxes payables and receivables, $6.3 million loss on repurchase of debt and $3.0 from other sources.  Reducing cash was net contributions to partnerships of $34.5 million, a $23.0 million decrease in investment advisory fees receivable and a $5.6 million decrease in payables to brokers.
 
Net cash provided by investing activities of $4.4 million in 2012 is due to proceeds from sales of available for sale securities of $3.2 million and return of capital from available for sale securities of $2.5 million partially offset by $1.3 million in purchases of available for sale securities.  Net cash provided by investing activities of $4.0 million in 2011 is due to proceeds from sales of available for sale securities of $6.1 million and return of capital from available for sale securities of $2.3 million partially offset by $4.4 million in purchases of available for sale securities.     
 
Net cash used in financing activities of $175.9 million in 2012 principally resulted from $76.8 million in dividends paid, $56.2 million for the repurchase of debt, $54.9 million of repurchases of our Class A Stock under the Stock Repurchase Program partially offset by net contributions of $11.1 million from redeemable non-controlling interests and $0.9 million in proceeds from the exercise of stock options.  Net cash provided by financing activities of $67.9 million in 2011 principally resulted from the $100 million ($99.1 million net of issuance costs) issuance of 5.875% senior unsecured notes due June 2021 and net contributions of $20.1 million from redeemable non-controlling interests partially offset by $20.4 million of repurchases of our Class A Stock under the Stock Repurchase Program and $30.5 million in dividends paid.
 
 
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Under the terms of the lease of our Rye, New York office, we are obligated to make minimum total payments of $12.0 million through December 2023.

We continue to maintain our investment grade ratings which we have received from two ratings agencies, Moody’s Investors Services and Standard and Poor’s Ratings Services.  We believe that our ability to maintain our investment grade ratings will provide greater access to the capital markets, enhance liquidity and lower overall borrowing costs.  

Gabelli & Company and G.distributors are registered with the SEC as broker-dealers and are regulated by FINRA.  As such, they are subject to the minimum net capital requirements promulgated by the SEC.  Gabelli & Company’s and G.distributors’ net capital exceeded these minimum requirements at December 31, 2012.  Both Gabelli & Company and G.distributors compute their net capital under the alternative method permitted by the SEC, 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.  As of December 31, 2012 and 2011, Gabelli & Company had net capital, as defined, of approximately $4.5 million and $6.0 million, respectively, exceeding the regulatory requirement by approximately $4.2 million and $5.7 million, respectively.  At December 31, 2012 and 2011, G.distributors had net capital, as defined, of approximately $4.6 million and $2.3 million, respectively, exceeding the regulatory requirement by approximately $4.3 million and $2.1 million, respectively.  Net capital requirements for our affiliated broker-dealers may increase in accordance with rules and regulations to the extent they engage in other business activities.
 
Our subsidiary, GAMCO Asset Management (UK) Limited is authorized and regulated by the FSA.  In connection with this registration, we held Own Funds of £384,000 and £343,000 ($621,000 and $530,000 at December 31, 2012 and 2011, respectively) and had an Own Funds requirement of €50,000 ($66,000 and $65,000 at December 31, 2012 and 2011, respectively).  We have consistently met or exceeded these minimum requirements.

Market Risk
 
Our primary market risk exposure is to changes in equity prices and interest rates.  Since approximately 95% 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 the proprietary investment portfolios and allocations of proprietary capital among the various strategies.  The Chief Investment Officer and the 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 distribution fees from our affiliated open-end and closed-end funds, Institutional and Private Wealth Management, and Investment Partnership 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, included in investments in securities and investments in sponsored registered investment companies of $280.7 million and $297.5 million at December 31, 2012 and 2011, respectively, were investments in United States Treasury Bills and Notes of $43.0 million and $42.1 million, respectively, mutual funds, largely invested in equity products, of $65.1 million and $62.4 million, respectively, a selection of common and preferred stocks totaling $172.0 million and $192.6 million, respectively, and other investments of approximately $0.6 million and $0.4 million, respectively.  Investments in mutual funds generally have lower market risk through the diversification of financial instruments within their portfolio.  In addition, we may alter our investment holdings from time to time in response to changes in market risks and other factors considered appropriate by management.  Of the approximately $172.0 million and $192.6 million, invested in common and preferred stocks at December 31, 2012 and 2011, respectively, $33.6 million and $33.3 million, respectively, was related to our investment in Westwood Holdings Group Inc., and $53.6 million and $69.2 million, respectively, was invested in risk arbitrage opportunities in connection with mergers, consolidations, acquisitions, tender offers or other similar transactions.  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 December 31, 2012 and 2011, the fair value of securities sold, not yet purchased was $3.1 million and $5.5 million, respectively.  Investments in partnerships and affiliates totaled $97.5 million and $100.9 million at December 31, 2012 and 2011, respectively, the majority of which consisted of investment partnerships and offshore funds which invest in risk arbitrage opportunities.  These transactions generally involve announced deals with agreed upon terms and conditions, including pricing, which typically involve less market risk than common stocks held in a trading portfolio.  The principal risk associated with risk arbitrage transactions is the inability of the companies involved to complete the transaction.
 
 
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The following table provides a sensitivity analysis for our investments in equity securities and partnerships and affiliates which invest primarily in equity securities, excluding arbitrage products for which the principal exposure is to deal closure and not overall market conditions, as of December 31, 2012.  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 December 31, 2012:
               
Equity price sensitive investments, at fair value
  $ 273,271     $ 245,944     $ 300,598
At December 31, 2011:
                     
Equity price sensitive investments, at fair value
  $ 261,024     $ 234,922     $ 287,126

Investment advisory fees for mutual funds and sub-advisory relationships are based on average daily or weekly asset values.  Advisory fees earned on Institutional and Private Wealth Management assets, for any given quarter, are generally determined based on asset values at the beginning of a quarter with any significant increases or decreases in market value of assets managed which occur during a quarter resulting in a relative increase or decrease in revenues for the following quarter.
 
Investment Partnership advisory fees are computed based on monthly or quarterly asset values.  The incentive allocation or fee of 20% of the economic profit from Investment Partnerships is impacted by changes in the market prices of the underlying investments of these products and is not recognized until the end of the measurement period.

Interest Rate Risk