0001060349-17-000019.txt : 20170503 0001060349-17-000019.hdr.sgml : 20170503 20170503162014 ACCESSION NUMBER: 0001060349-17-000019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 57 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170503 DATE AS OF CHANGE: 20170503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GAMCO INVESTORS, INC. ET AL CENTRAL INDEX KEY: 0001060349 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134007862 STATE OF INCORPORATION: DE FISCAL YEAR END: 0923 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-14761 FILM NUMBER: 17809486 BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER STREET 2: 401 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149213700 MAIL ADDRESS: STREET 1: ONE CORPORATE CENTER STREET 2: 401 THEODORE FREMD AVENUE CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: GABELLI ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19990112 FORMER COMPANY: FORMER CONFORMED NAME: ALPHA G INC DATE OF NAME CHANGE: 19980423 10-Q 1 form10q0317.htm FORM10Q12017  
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(Mark One)


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017
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 No. 001-14761

GAMCO INVESTORS, INC.
(Exact name of Registrant as specified in its charter)

Delaware
 
13-4007862
(State of other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
One Corporate Center, Rye, NY
 
10580-1422
(Address of principle executive offices)
 
(Zip Code)

(914) 921-3700
Registrant's telephone number, including area code
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes   No 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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  No

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
 
Accelerated filer
     
Non-accelerated filer
 
Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes    No 
 
Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock, as of the latest practical date.
Class
 
Outstanding at April 30, 2017
Class A Common Stock, .001 par value
  (Including 420,240 restricted stock awards)
10,232,347
Class B Common Stock, .001 par value
 
19,092,168


INDEX
 
GAMCO INVESTORS, INC. AND SUBSIDIARIES
   
PART I.
FINANCIAL INFORMATION
   
Item 1.
Unaudited Condensed Consolidated Financial Statements
   
 
Condensed Consolidated Statements of Income:
 
- Three months ended March 31, 2017 and 2016
   
   
 
Condensed Consolidated Statements of Comprehensive Income:
 
- Three months ended March 31, 2017 and 2016
   
   
 
Condensed Consolidated Statements of Financial Condition:
 
- March 31, 2017
 
- December 31, 2016
 
- March 31, 2016
   
 
Condensed Consolidated Statements of Equity:
 
- Three months ended March 31, 2017 and 2016
   
 
Condensed Consolidated Statements of Cash Flows:
 
- Three months ended March 31, 2017 and 2016
   
 
Notes to Unaudited Condensed Consolidated Financial Statements
   
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
   
Item 3.
Quantitative and Qualitative Disclosures About Market Risk (Included in Item 2)
   
Item 4.
Controls and Procedures
   
PART II.
OTHER INFORMATION
   
Item 1.
Legal Proceedings
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.
Exhibits
   
SIGNATURES
 

2

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(Dollars in thousands, except per share data) 

   
Three Months Ended
 
 
 
March 31,
 
 
 
2017
   
2016
 
Revenues
           
Investment advisory and incentive fees
 
$
74,989
   
$
70,848
 
Distribution fees and other income
   
10,928
     
10,537
 
Total revenues
   
85,917
     
81,385
 
Expenses
               
Compensation
   
25,278
     
20,274
 
Management fee
   
2,164
     
1,080
 
Distribution costs
   
10,913
     
10,717
 
Other operating expenses
   
5,119
     
4,372
 
Total expenses
   
43,474
     
36,443
 
 
               
Operating income
   
42,443
     
44,942
 
Other income (expense)
               
Net gain from investments
   
40
     
223
 
Interest and dividend income
   
469
     
368
 
Interest expense
   
(2,832
)
   
(3,406
)
Total other expense, net
   
(2,323
)
   
(2,815
)
Income before income taxes
   
40,120
     
42,127
 
Income tax provision
   
15,300
     
16,102
 
Net income attributable to GAMCO Investors, Inc.'s shareholders
 
$
24,820
   
$
26,025
 
 
               
Net income attributable to GAMCO Investors, Inc.'s shareholders
               
   per share:
               
Basic
 
$
0.86
   
$
0.89
 
 
               
Diluted
 
$
0.82
   
$
0.88
 
                 
Weighted average shares outstanding:
               
Basic
   
28,970
     
29,247
 
 
               
Diluted
   
31,160
     
29,684
 
 
               
Dividends declared:
 
$
0.02
   
$
0.02
 

See accompanying notes.

3

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
(Dollars in thousands, except per share data)
 
   
Three Months Ended
 
 
 
March 31,
 
 
 
2017
   
2016
 
 
           
Net income
 
$
24,820
   
$
26,025
 
Other comprehensive gain/(loss), net of tax:
               
Foreign currency translation
   
10
     
(28
)
Net unrealized gain/(loss) on securities available for sale (a)
   
(2,561
)
   
2,583
 
Other comprehensive gain/(loss)
   
(2,551
)
   
2,555
 
 
               
Comprehensive income attributable to GAMCO Investors, Inc.
 
$
22,269
   
$
28,580
 
 
(a) Net of income tax expense/(benefit) of ($1,504) and $1,517, respectively.
 
See accompanying notes.

4

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
UNAUDITED
(Dollars in thousands, except per share data)

   
March 31,
   
December 31,
   
March 31,
 
   
2017
   
2016
   
2016
 
ASSETS
                 
Cash and cash equivalents
 
$
88,230
   
$
39,812
   
$
28,045
 
Investments in securities
   
33,190
     
37,285
     
36,419
 
Receivable from brokers
   
523
     
453
     
1,135
 
Investment advisory fees receivable
   
29,810
     
43,736
     
29,612
 
Receivable from affiliates
   
5,325
     
5,960
     
5,256
 
Income tax receivable and deferred tax asset
   
12,829
     
9,349
     
2,452
 
Other assets
   
12,615
     
12,634
     
13,006
 
Total assets
 
$
182,522
   
$
149,229
   
$
115,925
 
                         
LIABILITIES AND EQUITY
                       
Payable to brokers
 
$
10,022
   
$
66
   
$
-
 
Income taxes payable and deferred tax liabilities
   
19,787
     
3,815
     
12,198
 
Capital lease obligation
   
5,038
     
5,066
     
5,145
 
Compensation payable
   
42,295
     
42,384
     
19,218
 
Payable to affiliates
   
1,528
     
1,412
     
3,754
 
Accrued expenses and other liabilities
   
27,942
     
29,178
     
29,710
 
Sub-total
   
106,612
     
81,921
     
70,025
 
                         
4.5% Convertible note (net of issuance costs of $156, $165 and $0, respectively)
                       
  (due August 15, 2021) (Note F)
   
109,844
     
109,835
     
-
 
AC 4% PIK Note (due November 30, 2020) (Note F)
   
90,000
     
100,000
     
250,000
 
Loan from GGCP (due December 28, 2016) (Note F)
   
-
     
-
     
20,000
 
5.875% Senior notes (net of issuance costs of $99, $105 and $122, respectively)
                       
  (due June 1, 2021) (Note F)
   
24,126
     
24,120
     
24,103
 
Total liabilities
   
330,582
     
315,876
     
364,128
 
                         
Commitments and contingencies (Note I)
   
-
     
-
     
-
 
                         
Equity
                       
GAMCO Investors, Inc. stockholders' equity
                       
Preferred stock, $.001 par value;10,000,000 shares authorized;
                       
         none issued and outstanding
   
-
     
-
     
-
 
Class A Common Stock, $0.001 par value; 100,000,000 shares authorized;
                       
  15,474,992, 15,477,082 and 15,472,901 issued, respectively;10,242,101,
                       
  10,369,601 and 10,683,604 outstanding, respectively
   
14
     
14
     
14
 
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized;
                       
  24,000,000 shares issued; 19,092,201, 19,093,311 and 19,106,792 shares
                       
  outstanding, respectively
   
19
     
19
     
19
 
Additional paid-in capital
   
4,602
     
3,903
     
1,382
 
Retained earnings (deficit)
   
104,749
     
80,515
     
(8,794
)
Accumulated other comprehensive income
   
8,720
     
11,271
     
11,670
 
Treasury stock, at cost (5,232,891, 5,107,481 and 4,789,297 shares, respectively)
   
(266,164
)
   
(262,369
)
   
(252,494
)
Total GAMCO Investors, Inc. stockholders' equity (deficit)
   
(148,060
)
   
(166,647
)
   
(248,203
)
                         
Total liabilities and equity (deficit)
 
$
182,522
   
$
149,229
   
$
115,925
 

See accompanying notes.

5

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
UNAUDITED
(In thousands)

For the Three Months Ended March 31, 2017

   
GAMCO Investors, Inc. stockholders
 
                     
Accumulated
             
         
Additional
   
 
   
Other
             
   
Common
   
Paid-in
   
Retained
   
Comprehensive
   
Treasury
       
   
Stock
   
Capital
   
Earnings
   
Income
   
Stock
   
Total
 
Balance at December 31, 2016
 
$
33
   
$
3,903
   
$
80,515
   
$
11,271
   
$
(262,369
)
 
$
(166,647
)
Net income
   
-
     
-
     
24,820
     
-
     
-
     
24,820
 
Net unrealized loss on
                                               
securities available for sale,
                                               
net of income tax benefit ($1,504)
   
-
     
-
     
-
     
(2,561
)
   
-
     
(2,561
)
Foreign currency translation
   
-
     
-
     
-
     
10
     
-
     
10
 
Dividends declared ($0.02 per
                                               
share)
   
-
     
-
     
(586
)
   
-
     
-
     
(586
)
Stock based compensation
                                               
expense
   
-
     
699
     
-
     
-
     
-
     
699
 
Purchase of treasury stock
   
-
     
-
     
-
     
-
     
(3,795
)
   
(3,795
)
Balance at March 31, 2017
 
$
33
   
$
4,602
   
$
104,749
   
$
8,720
   
$
(266,164
)
 
$
(148,060
)

See accompanying notes.

6

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
UNAUDITED
(In thousands)

For the Three Months Ended March 31, 2016

   
GAMCO Investors, Inc. stockholders
 
                     
Accumulated
             
         
Additional
   
Retained
   
Other
             
   
Common
   
Paid-in
   
Earnings
   
Comprehensive
   
Treasury
       
   
Stock
   
Capital
   
(Deficit)
   
Income
   
Stock
   
Total
 
Balance at December 31, 2015
 
$
33
   
$
345
   
$
(34,224
)
 
$
9,115
   
$
(251,596
)
 
$
(276,327
)
Net income
   
-
     
-
     
26,025
     
-
     
-
     
26,025
 
Net unrealized gains on
                                               
securities available for sale,
                                               
net of income tax expense ($1,516)
   
-
     
-
     
-
     
2,582
     
-
     
2,582
 
Amounts reclassified from
                                               
accumulated other
                                               
comprehensive income,
                                               
net of income tax expense ($1)
   
-
     
-
     
-
     
1
     
-
     
1
 
Foreign currency translation
   
-
     
-
     
-
     
(28
)
   
-
     
(28
)
Dividends declared ($0.02 per
                                               
share)
   
-
     
-
     
(595
)
   
-
     
-
     
(595
)
Stock based compensation
                                               
expense
   
-
     
1,037
     
-
     
-
     
-
     
1,037
 
Purchase of treasury stock
   
-
     
-
     
-
     
-
     
(898
)
   
(898
)
Balance at March 31, 2016
 
$
33
   
$
1,382
   
$
(8,794
)
 
$
11,670
   
$
(252,494
)
 
$
(248,203
)


See accompanying notes.


7

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)

   
Three Months Ended
 
   
March 31,
 
   
2017
   
2016
 
Operating activities
           
Net income
 
$
24,820
   
$
26,025
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
   
151
     
155
 
Stock based compensation expense
   
699
     
1,037
 
Deferred income taxes
   
(3,756
)
   
(2,016
)
Foreign currency translation loss
   
10
     
(28
)
Net gains on sales of available for sale securities
   
-
     
(2
)
(Increase) decrease in assets:
               
Investments in trading securities
   
30
     
223
 
Receivable from affiliates
   
635
     
(217
)
Receivable from brokers
   
(70
)
   
(44
)
Investment advisory fees receivable
   
13,927
     
1,437
 
Income taxes receivable and deferred tax assets
   
(3,480
)
   
4,335
 
Other assets
   
(130
)
   
66
 
Increase (decrease) in liabilities:
               
Payable to affiliates
   
116
     
(3,933
)
Payable to brokers
   
9,956
     
(12
)
Income taxes payable and deferred tax liabilities
   
21,232
     
7,875
 
Compensation payable
   
(90
)
   
(5,206
)
Accrued expenses and other liabilities
   
(1,272
)
   
793
 
Total adjustments
   
37,958
     
4,463
 
Net cash provided by operating activities
 
$
62,778
   
$
30,488
 

8

GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED (continued)
(In thousands)

   
Three Months Ended
 
   
March 31,
 
   
2017
   
2016
 
Investing activities
           
Proceeds from sales of available for sale securities
   
-
     
308
 
Net cash provided by investing activities
   
-
     
308
 
                 
Financing activities
               
Dividends paid
   
(578
)
   
(585
)
Purchase of treasury stock
   
(3,795
)
   
(898
)
Repayment of AC 4% PIK Note
   
(10,000
)
   
-
 
Repayment of loan from GGCP
   
-
     
(15,000
)
Amortization of debt issuance costs
   
15
     
6
 
Net cash (used in) provided by financing activities
   
(14,358
)
   
(16,477
)
Effect of exchange rates on cash and cash equivalents
   
(2
)
   
7
 
Net increase in cash and cash equivalents
   
48,418
     
14,326
 
Cash and cash equivalents at beginning of period
   
39,812
     
13,719
 
Cash and cash equivalents at end of period
 
$
88,230
   
$
28,045
 
Supplemental disclosures of cash flow information:
               
Cash paid for interest
 
$
2,797
   
$
197
 
Cash paid for taxes
 
$
782
   
$
5,137
 

Non-cash activity:
-
For the three months ended March 31, 2017 and March 31, 2016, the Company accrued dividends on restricted stock awards of $8 and $10, respectively.


See accompanying notes.

9

GAMCO INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2017
(Unaudited)

A.  Significant Accounting Policies

Basis of Presentation

Unless we have indicated otherwise, or the context otherwise requires, references in this report to “GAMCO Investors, Inc.,” “GAMCO,” “the Company,” “GBL,” “we,” “us” and “our” or similar terms are to GAMCO Investors, Inc., its predecessors and its subsidiaries.
 
The unaudited interim condensed consolidated financial statements of GAMCO included herein have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP in the United States for complete financial statements.  In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of financial position, results of operations and cash flows of GAMCO for the interim periods presented and are not necessarily indicative of a full year’s results.
 
The interim condensed consolidated financial statements include the accounts of GAMCO and its subsidiaries.  Intercompany accounts and transactions are eliminated.
 
These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Use of Estimates

The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported on the interim condensed consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.

Recent Accounting Developments

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customers," which supersedes the revenue recognition requirements in the Accounting Standards Codification ("Codification") Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the Codification.  The core principle of the new ASU No. 2014-09 is for companies to recognize revenue from the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services.  The new standard provides a five-step approach to be applied to all contracts with customers and also requires expanded disclosures about revenue recognition.  The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods and is to be retrospectively applied.  Early adoption is not permitted.  The Company is currently evaluating this guidance and the impact it will have on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. For public companies, the new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. To adopt the amendments, entities will be required to make a cumulative-effect adjustment to beginning retained earnings as of the beginning of the fiscal year in which the guidance is effective. The Company is currently evaluating this guidance and the impact it will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, which amends the guidance in U.S. GAAP for the accounting for leases.  ASU 2016-02 requires a lessee to recognize assets and liabilities arising from most operating leases in the condensed consolidated statement of financial position.  ASU 2016-02 is effective beginning January 1, 2019. The Company is currently evaluating this guidance and the impact it will have on its consolidated financial statements.

10

In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. For public companies, the ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual reporting periods.  The Company adopted this guidance on January 1, 2017 without a material impact to the consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, which adds and clarifies guidance on the classification of certain cash receipts and payments in the consolidated statements of cash flows.  For public companies, the ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods.  Early adoption is permitted. The Company is currently evaluating this guidance and the impact it will have on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04 to simplify the process used to test for goodwill.  Under the new standard, if “the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.”  For public companies, the ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019.  Early adoption is permitted for impairment tests that occur after January 1, 2017. The Company is currently evaluating this guidance and the impact it will have on its condensed consolidated financial statements.

B.  Investment in Securities

Investments in securities at March 31, 2017, December 31, 2016 and March 31, 2016 consisted of the following:

   
March 31, 2017
   
December 31, 2016
   
March 31, 2016
 
   
Cost
   
Fair Value
   
Cost
   
Fair Value
   
Cost
   
Fair Value
 
   
(In thousands)
 
Trading securities:
                                   
Common stocks
 
$
20
   
$
24
   
$
51
   
$
54
   
$
15
   
$
17
 
Total trading securities
   
20
     
24
     
51
     
54
     
15
     
17
 
                                                 
Available for sale securities:
                                               
Common stocks
   
18,739
     
33,058
     
18,739
     
37,131
     
17,592
     
36,402
 
Closed-end funds
   
99
     
108
     
99
     
100
     
-
     
-
 
Total available for sale securities
   
18,838
     
33,166
     
18,838
     
37,231
     
17,592
     
36,402
 
                                                 
Total investments in securities
 
$
18,858
   
$
33,190
   
$
18,889
   
$
37,285
   
$
17,607
   
$
36,419
 

There were no securities sold, not yet purchased at March 31, 2017, December 31, 2016 and March 31, 2016.

Management determines the appropriate classification of debt and equity securities at the time of purchase and reevaluates such designation as of the date of each condensed consolidated statement of financial condition.  Investments in United States Treasury Bills and Notes with maturities of greater than three months at the time of purchase are classified as investments in securities, and those with maturities of three months or less at the time of purchase are classified as cash equivalents.  The portion of investments in securities held for resale in anticipation of short-term market movements are classified as trading securities.  Trading securities are stated at fair value, with any unrealized gains or losses reported in current period earnings.  Available for sale (“AFS”) investments are stated at fair value, with any unrealized gains or losses, net of taxes, reported as a component of equity except for losses deemed to be other than temporary (“OTT”) which are recorded as realized losses in the condensed consolidated statements of income.

11

The following table identifies all reclassifications out of accumulated other comprehensive income ("AOCI") into income for the three months ended March 31, 2017 and 2016 (in thousands):
 
Amount
 
Affected Line Items
 
Reason for
Reclassified
 
in the Statements
 
Reclassification
from AOCI
 
Of Income
 
from AOCI
Three months ended March 31,
 
 
 
   
2017
   
2016
 
 
 
   
               
$
-
   
$
2
 
Net gain from investments
 
Realized gain on sale of AFS securities
 
-
     
2
 
Income before income taxes
 
 
 
-
     
(1
)
Income tax provision
 
 
$
-
   
$
1
 
Net income
 
 

The following is a summary of the cost, gross unrealized gains, gross unrealized losses and fair value of available for sale investments as of March 31, 2017, December 31, 2016 and March 31, 2016:

   
March 31, 2017
 
         
Gross
   
Gross
       
         
Unrealized
   
Unrealized
       
   
Cost
   
Gains
   
Losses
   
Fair Value
 
   
(In thousands)
 
Common stocks
 
$
18,739
   
$
14,319
   
$
-
   
$
33,058
 
Closed-end funds
   
99
     
9
     
-
     
108
 
Total available for sale securities
 
$
18,838
   
$
14,328
   
$
-
   
$
33,166
 

   
December 31, 2016
 
         
Gross
   
Gross
       
         
Unrealized
   
Unrealized
       
   
Cost
   
Gains
   
Losses
   
Fair Value
 
   
(In thousands)
 
Common stocks
 
$
18,739
   
$
18,392
   
$
-
   
$
37,131
 
Closed-end funds
   
99
     
1
     
-
     
100
 
Total available for sale securities
 
$
18,838
   
$
18,393
   
$
-
   
$
37,231
 

   
March 31, 2016
 
         
Gross
   
Gross
       
         
Unrealized
   
Unrealized
       
   
Cost
   
Gains
   
Losses
   
Fair Value
 
   
(In thousands)
 
Common stocks
 
$
17,592
   
$
18,810
   
$
-
   
$
36,402
 
Total available for sale securities
 
$
17,592
   
$
18,810
   
$
-
   
$
36,402
 

A net unrealized loss, net of taxes, for the three months ended March 31, 2017 of $2.6 million has been included in other comprehensive income, a component of equity, at March 31, 2017.  A net unrealized gain, net of taxes, for the three months ended March 31, 2016 of $2.6 million has been included in other comprehensive income, a component of equity, at March 31, 2016.  There were no sales of investments available for sale for the three months ended March 31, 2017. During the three months ended March 31, 2016, proceeds from the sales of investments available for sale were approximately $308,000 and gross gains on the sale of investments available for sale amounted to $2,000 and were reclassified from other comprehensive income into net gain from investments in the condensed consolidated statements of income. There were no realized losses on the sale of investments available for sale for the three months ended March 31, 2017 or March 31, 2016. The basis on which the cost of a security sold is determined using specific identification. Accumulated other comprehensive income on the consolidated statements of equity is primarily comprised of unrealized gains/losses, net of taxes, for AFS securities.

GBL has an established accounting policy and methodology to determine other-than-temporary impairment on available for sale securities.  Under this policy, available for sale securities are evaluated for other than temporary impairments and any impairment charges are recorded in net gain/(loss) from investments on the condensed consolidated statements of income. Management reviews all available for sale securities whose cost exceeds their market value to determine if the impairment is other than temporary.  Management uses qualitative factors such as diversification of the investment, the amount of time that the investment has been impaired, the intent to sell and the severity of the decline in determining whether the impairment is other than temporary.  

12

There were no investments classified as available for sale that were in an unrealized loss position at March 31, 2017, December 31, 2016 or March 31, 2016.

For the three months ended March 31, 2017 and 2016 there were no losses on available for sale securities that were deemed to be other than temporary.
 
C. Fair Value
 
The following tables present information about the Company's assets and liabilities by major categories measured at fair value on a recurring basis as of March 31, 2017, December 31, 2016 and March 31, 2016 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2017 (in thousands)

   
Quoted Prices in Active
   
Significant Other
   
Significant
   
Balance as of
 
   
Markets for Identical
   
Observable
   
Unobservable
   
March 31,
 
Assets
 
Assets (Level 1)
   
Inputs (Level 2)
   
Inputs (Level 3)
   
2017
 
Cash equivalents
 
$
88,082
   
$
-
   
$
-
   
$
88,082
 
Investments in securities:
                               
AFS - Common stocks
   
33,058
     
-
     
-
     
33,058
 
AFS - Closed-end Funds
   
108
     
-
     
-
     
108
 
Trading - Common stocks
   
24
     
-
     
-
     
24
 
Total investments in securities
   
33,190
     
-
     
-
     
33,190
 
Total assets at fair value
 
$
121,272
   
$
-
   
$
-
   
$
121,272
 

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2016 (in thousands)

   
Quoted Prices in Active
   
Significant Other
   
Significant
   
Balance as of
 
   
Markets for Identical
   
Observable
   
Unobservable
   
December 31,
 
Assets
 
Assets (Level 1)
   
Inputs (Level 2)
   
Inputs (Level 3)
   
2016
 
Cash equivalents
 
$
39,638
   
$
-
   
$
-
   
$
39,638
 
Investments in securities:
                               
AFS - Common stocks
   
37,131
     
-
     
-
     
37,131
 
AFS - Closed-end Funds
   
100
     
-
     
-
     
100
 
Trading - Common stocks
   
54
     
-
     
-
     
54
 
Total investments in securities
   
37,285
     
-
     
-
     
37,285
 
Total assets at fair value
 
$
76,923
   
$
-
   
$
-
   
$
76,923
 

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2016 (in thousands)

   
Quoted Prices in Active
   
Significant Other
   
Significant
   
Balance as of
 
   
Markets for Identical
   
Observable
   
Unobservable
   
March 31,
 
Assets
 
Assets (Level 1)
   
Inputs (Level 2)
   
Inputs (Level 3)
   
2016
 
Cash equivalents
 
$
27,909
   
$
-
   
$
-
   
$
27,909
 
Investments in securities:
                               
AFS - Common stocks
   
36,402
     
-
     
-
     
36,402
 
Trading - Common stocks
   
17
     
-
     
-
     
17
 
Total investments in securities
   
36,419
     
-
     
-
     
36,419
 
Total assets at fair value
 
$
64,328
   
$
-
   
$
-
   
$
64,328
 

During the quarters ended March 31, 2017 and 2016, there were no transfers between any Level 1 and Level 2 holdings, or between Level 1 and Level 3 holdings.
 
13

D. Income Taxes
 
The effective tax rate ("ETR") for the three months ended March 31, 2017 and March 31, 2016 was 38.1% and 38.2%, respectively.

ASU 2016-09, which was issued in March 2016 and became effective for interim and annual reporting periods beginning after December 15, 2016, simplifies several aspects of accounting for employee share-based payment transactions. Upon adoption of ASU 2016-09 on January 1, 2017, our accounting for excess tax benefits has changed and adopted prospectively, resulting in recognition of excess tax benefits against income tax expenses rather than additional paid-in capital.
 
E. Earnings Per Share

The computations of basic and diluted net income per share are as follows:

 
 
Three Months Ended March 31,
 
(In thousands, except per share amounts)
 
2017
   
2016
 
Basic:
           
Net income attributable to GAMCO Investors, Inc.'s shareholders
 
$
24,820
   
$
26,025
 
Weighted average shares outstanding
   
28,970
     
29,247
 
Basic net income per share attributable to GAMCO
               
  Investors, Inc.'s shareholders
 
$
0.86
   
$
0.89
 
 
               
Diluted:
               
Net income attributable to GAMCO Investors, Inc.'s shareholders
 
$
24,820
   
$
26,025
 
Add interest on convertible notes, net of management fee and taxes
   
748
     
-
 
Total income attributable to GAMCO Investors, Inc.'s shareholders
 
$
25,568
   
$
26,025
 
 
               
Weighted average share outstanding
   
28,970
     
29,247
 
Dilutive stock options and restricted stock awards
   
190
     
437
 
Assumed conversion of convertible notes
   
2,000
     
-
 
Total
   
31,160
     
29,684
 
 
               
Diluted net income per share attributable to GAMCO
               
Investors, Inc.'s shareholders
 
$
0.82
   
$
0.88
 

F. Debt

Debt consists of the following:

 
March 31, 2017
 
December 31, 2016
 
March 31, 2016
 
 
Carrying
 
Fair Value
 
Carrying
 
Fair Value
 
Carrying
 
Fair Value
 
 
Value
 
Level 2
 
Value
 
Level 2
 
Value
 
Level 2
 
(In thousands)
                       
4.5 % Convertible note
 
$
109,844
     
111,634
   
$
109,835
   
$
111,525
   
$
-
   
$
-
 
AC 4% PIK Note
   
90,000
     
90,932
     
100,000
     
100,930
     
250,000
     
249,183
 
Loan from GGCP
   
-
     
-
     
-
     
-
     
20,000
     
20,161
 
5.875% Senior notes
   
24,126
     
24,558
     
24,120
     
24,558
     
24,103
     
23,741
 
Total
 
$
223,970
   
$
227,124
   
$
233,955
   
$
237,013
   
$
294,103
   
$
293,085
 

4.5% Convertible Note

On August 15, 2016, the Company issued and sold a 5-year, $110 million convertible note (“Convertible Note”).  The note bears interest at a rate of 4.5% per annum and is convertible into shares of the Company’s Class A Common stock (“Class A Stock”) at an initial conversion price of $55.00 per share.  The Convertible Note is initially convertible into two million shares of the Company’s Class A Stock, subject to adjustment pursuant to the terms of the Convertible Note.  The Company is required to repurchase the Convertible Note at the request of the holder on specified dates or after certain circumstances involving a Fundamental Change (as defined in the Convertible Note).  The Company recorded $174,000 of costs in connection with the issuance of the Convertible Note.  GGCP, Inc. (“GGCP”), which owns approximately 63% of the equity interest of the Company, has deposited cash equal to the principal amount of the Note and six months interest (“Initial Deposit”) into an escrow account established pursuant to an escrow agreement by and among GGCP, the Company, the Convertible Note holder and the escrow agent.  In connection with the Initial Deposit made by GGCP, the Company has agreed that GGCP has a right to demand payment in an amount equal to any funds withdrawn from the escrow account by the Convertible Note holder.

14

AC 4% PIK Note

In connection with the Spin-off of AC on November 30, 2015, the Company issued a $250 million promissory note (the “AC 4% PIK Note”) payable to AC. The AC 4% PIK Note bears interest at 4.0% per annum.  The original principal amount has a maturity date of November 30, 2020.  Interest on the AC 4% PIK Note will accrue from the date of the last interest payment, or if no interest has been paid, from the effective date of the AC 4% PIK Note.  At the election of the Company, payment of interest on the AC 4% PIK Note may be paid in kind (in whole or in part) on the then-outstanding principal amount (a “PIK Amount”) in lieu of cash. All PIK Amounts added to the outstanding principal amount of the AC 4% PIK Note will mature on the fifth anniversary from the date the PIK Amount was added to the outstanding principal of the AC 4% PIK Note. In no event may any interest be paid in kind subsequent to November 30, 2019. The Company may prepay the AC 4% PIK Note (in whole or in part) prior to maturity without penalty.

During the three months ended March 31, 2017, the Company prepaid $10 million of principal of the AC 4% PIK Note against the principal amount due on November 30, 2017.  Of the $90 million principal amount outstanding at March 31, 2017, $20 million is due on November 30, 2018, $20 million is due on November 30, 2019, and $50 million is due on November 30, 2020.

5.875% Senior notes

On May 31, 2011, the Company issued 10-year, $100 million senior notes ("Senior Notes").  The Senior Notes mature on June 1, 2021 and bear interest at 5.875% per annum, payable semi-annually on June 1 and December 1 of each year and commenced on December 1, 2011.  Upon the occurrence of a change of control triggering event, as defined in the indenture, the Company would be required to offer to repurchase the Senior Notes at 101% of their principal amount.

At March 31, 2017, December 31, 2016 and March 31, 2016, the debt was recorded at its face value, net of issuance costs, of $24.1 million, $24.1 million and $24.1 million, respectively.

Loan from GGCP

In connection with the Offer, the Company borrowed $35.0 million from GGCP. The loan had a term of one year and bore interest at 90-day LIBOR plus 3.25%, reset and payable quarterly. On March 18, 2016, the Company paid back $15.0 million of the loan.  During the second quarter of 2016 the Company paid back the remaining $20.0 million of the loan.  At March 31, 2016, the debt was recorded at its face value of $20.0 million.

The fair value of the Company's debt, which is a Level 2 valuation, is estimated based on either quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities or using market standard models.  Inputs in these standard models include credit rating, maturity and interest rate.

G. Stockholders' Equity
 
Shares outstanding were 29.3 million, 29.5 million and 29.8 million on March 31, 2017, December 31, 2016 and March 31, 2016, respectively.

Dividends

 
   Payment  
Record
     
 
   Date  
Date
 
Amount
 
               
Three months ended March 31, 2017
 
March 28, 2017
 
March 14, 2017
 
$
0.02
 
Three months ended March 31, 2016
 
March 29, 2016
 
March 15, 2016
 
$
0.02
 

15

Voting Rights

The holders of Class A Stock and Class B Common stock ("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.
 
Stock Award and Incentive Plan
 
The Company maintains two Plans approved by the shareholders, which are designed to provide incentives which will attract and retain individuals key to the success of GBL through direct or indirect ownership of our common stock. Benefits under the Plans may be granted in any one or a combination of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents and other stock or cash based awards. A maximum of 4.0 million shares of Class A Stock have been reserved for issuance under the Plans by a committee of the Board of Directors responsible for administering the Plans ("Compensation Committee"). Under the Plans, the committee may grant RSAs and either incentive or nonqualified stock options with a term not to exceed ten years from the grant date and at an exercise price that the committee may determine.

As of March 31, 2017, December 31, 2016 and March 31, 2016, there were 420,240 RSA shares, 424,340 RSA shares and 553,100 RSA shares outstanding, respectively, that were previously issued at an average weighted grant price of $65.59, $65.74 and $64.02, respectively. These RSA grants occurred prior to the spin-off of Associated Capital. On November 30, 2015, pursuant to the spin-off, all RSA grant holders received shares of Associated Capital’s Class A common stock as a result of their ownership of their GAMCO unvested RSAs (one share of Associated Capital for each share of GBL). All grants of the RSA shares were recommended by the Company's Chairman, who did not receive a RSA, and approved by the Compensation Committee. This expense, net of estimated forfeitures, is recognized over the vesting period for these awards which is either (1) 30% over three years from the date of grant and 70% over five years from the date of grant or (2) 30% over three years from the date of grant and 10% each year over years four through ten from the date of grant.  During the vesting period, dividends to RSA holders are held for them until the RSA vesting dates and are forfeited if the grantee is no longer employed by the Company on the vesting dates.  Dividends declared on these RSAs, less estimated forfeitures, are charged to retained earnings (deficit) on the declaration date.

ASU 2016-09, which was issued in March 2016 and became effective for interim and annual reporting periods beginning after December 15, 2016, simplifies several aspects of accounting for employee share-based payment transactions. Upon adoption of ASU 2016-09 on January 1, 2017, the Company elected not to change its accounting policy on forfeitures and continue to estimate forfeitures rather than accounting for forfeitures as they occur, an alternative allowed under ASU 2016-09.

For the three months ended March 31, 2017 and March 31, 2016, we recognized stock-based compensation expense of $0.7 million and $1.0 million, respectively. Actual and projected stock-based compensation expense for RSA shares for the years ended December 31, 2016 through December 31, 2024 (based on awards currently issued or granted) is as follows (in thousands):

     
2016
   
2017
   
2018
   
2019
   
2020
 
 
Q1
   
$
1,037
   
$
699
   
$
473
   
$
373
   
$
223
 
 
Q2
     
1,036
     
698
     
461
     
373
     
207
 
 
Q3
     
1,186
     
614
     
410
     
331
     
171
 
 
Q4
     
691
     
531
     
374
     
302
     
147
 
Full Year
   
$
3,950
   
$
2,542
   
$
1,718
   
$
1,379
   
$
748
 
                                             
         
2021
     
2022
     
2023
     
2024
         
 
Q1
   
$
147
     
95
   
$
49
   
$
8
         
 
Q2
     
147
     
95
     
49
     
8
         
 
Q3
     
116
     
67
     
24
     
5
         
 
Q4
     
95
     
49
     
8
     
-
         
Full Year
   
$
505
     
306
   
$
130
   
$
21
         

The total compensation cost related to non-vested RSAs not yet recognized is approximately $6.7 million as of March 31, 2017.

Stock Repurchase Program
 
In March 1999, GAMCO's Board of Directors established the Stock Repurchase Program to grant management the authority to repurchase shares of our Class A Common Stock.  For the three months ended March 31, 2017 and March 31, 2016, the Company repurchased 125,410 shares and 30,503 shares, respectively, at an average price per share of $30.25 and $29.42, respectively. From the inception of the program through March 31, 2017, 10,026,750 shares have been repurchased at an average price of $44.14 per share.  At March 31, 2017, the total shares available under the program to be repurchased in the future were 108,058.

16

Shelf Registration

On May 4, 2015, the Securities and Exchange Commission (“SEC”) declared effective the “shelf” registration statement filed by the Company. The “shelf” provides the Company with the flexibility of issuing any combination of senior and subordinated debt securities, convertible securities and common and preferred securities up to a total amount of $500 million and replaced the existing shelf registration which expired in May 2015.  As of March 31, 2017, $500 million is available on the shelf.
 
H. Identifiable Intangible Assets

As a result of becoming the advisor to the Gabelli Enterprise Mergers and Acquisitions Fund and the associated consideration paid, the Company maintains an identifiable intangible asset of $1.9 million within other assets on the condensed consolidated statements of financial condition at March 31, 2017, December 31, 2016 and March 31, 2016. The investment advisory agreement is subject to annual renewal by the fund's Board of Directors, which the Company expects to be renewed, and the Company does not expect to incur additional expense as a result, which is consistent with other investment advisory agreements entered into by the Company.  The advisory contract is next up for renewal in February 2018. On November 1, 2015, as a result of becoming the advisor to the Bancroft Fund Ltd. and the Ellsworth Growth and Income Fund Ltd. and the associated consideration paid, the Company maintains an identifiable intangible asset of $1.6 million within other assets on the condensed consolidated statement of financial condition at March 31, 2017, December 31, 2016 and March 31, 2016.  The advisory contracts for the Bancroft Fund Ltd. and the Ellsworth Growth and Income Fund Ltd. are both next up for renewal in August 2017. The Company assesses the recoverability of this intangible asset at least annually, or more often should events warrant. There were no indicators of impairment for the three months ended March 31, 2017 or March 31, 2016, and as such there was no impairment analysis performed or charge recorded.

I. Commitments and Contingencies

From time to time, the Company may be 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. For any such matters, the condensed 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 will, if material, make the necessary disclosures.  However, management believes such amounts, both those that are probable and those that are reasonably possible, are not material to the Company's financial condition, operations or cash flows at March 31, 2017.

J. Subsequent Events
 
On May 1, 2017, GAMCO pre-paid $10 million of the AC 4% PIK Note, which was applied to the $10 million payment due on November 30, 2018.  Of the $80 million principal amount outstanding after this payment, $10 million is due on November 30, 2018, $20 million is due on November 30, 2019, and $50 million is due on November 30, 2020.

On May 3, 2017, the Board of Directors declared its regular quarterly dividend of $0.02 per share to all of its shareholders, payable on July 11, 2017 to shareholders of record on June 27, 2017.

From April 1, 2017 to May 3, 2017, the Company repurchased 12,487 shares at $28.21 per share.  On May 3, 2017, the Board of Directors increased the authorization under the Stock Repurchase Program by an additional 500,000 shares.  As a result, there are 595,571 shares available to be repurchased under this existing buyback plan at May 3, 2017.


17

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (INCLUDING QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK)
 
Overview
 
GAMCO, through the Gabelli brand, well known for its Private Market Value (PMV) with a CatalystTM investment approach, is a widely-recognized provider of investment advisory services to open-end funds, closed-end funds, and institutional and private wealth management investors principally in the United States.  Through G.distributors, LLC (“G.distributors”), we provide open-end fund distribution.  We generally manage assets on a fully discretionary basis and invest in a variety of U.S. and international securities through various investment styles.  Our revenues are based primarily on the Company’s levels of assets under management and fees associated with our various investment products.
 
Our revenues are highly correlated to the level of assets under management and fees associated with our various investment products, rather than our own corporate assets.  Assets under management, 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.  General stock market trends will have the greatest impact on our level of assets under management and hence, on revenues.

We conduct our investment advisory business principally through the following subsidiaries: GAMCO Asset Management Inc. (Institutional and Private Wealth Management) and Gabelli Funds, LLC (Funds).  The distribution of our open-end funds is conducted through G.distributors, our broker-dealer subsidiary.

Assets under management (“AUM”) were $41.4 billion as of March 31, 2017, an increase of $1.7 billion, or 4.2%, from December 31, 2016 of $39.7 billion and an increase of $2.7 billion, or 6.8% from the March 31, 2016 AUM of $38.7 billion.  The first quarter 2017 activity consisted of the addition of $1.2 billion for being named the sub-advisor on the TETON Westwood Mighty MitesSM Fund and the TETON Convertible Securities Fund, net cash outflows of $1.1 billion, $1.7 billion of market appreciation and recurring distributions, net of reinvestments, from open-end and closed-end funds of $0.1 billion.  Average total AUM was $40.6 billion in the 2017 quarter versus $37.5 billion in the prior year period, an increase of 8.3%.

In addition to management fees, we earn incentive fees for certain institutional client assets, certain assets attributable to preferred issues of our closed-end funds and our GDL Fund (NYSE: GDL).  As of March 31, 2017, assets under management with incentive based fees were $2.5 billion unchanged from the $2.5 billion on both December 31, 2016 and March 31, 2016. 
18

The Company reported Assets Under Management as follows (in millions):

Table I: Fund Flows - 1st Quarter 2017

                       
Fund
       
         
Market
            
distributions,
       
   
December 31,
   
appreciation/
   
Net cash
     
net of
   
March 31,
 
 
 
2016
   
(depreciation)
   
flows
 
 
 
reinvestments
   
2017
 
Equities:
                 
 
           
Open-end Funds
 
$
13,462
   
$
622
   
$
(365
)
   
$
(11
)
 
$
13,708
 
Closed-end Funds
   
7,150
     
291
     
(4
)
 
   
(122
)
   
7,315
 
Institutional & PWM - direct
   
13,441
     
676
     
(625
)
 
   
-
     
13,492
 
Institutional & PWM - sub-advisory
   
3,783
     
74
     
1,162
 
(a) 
   
-
     
5,019
 
SICAV
   
50
     
2
     
(3
)
 
   
-
     
49
 
Total Equities
   
37,886
     
1,665
     
165
 
 
   
(133
)
   
39,583
 
Fixed Income:
                                         
Money-Market Fund
   
1,767
     
1
     
(16
)
 
   
-
     
1,752
 
Institutional & PWM
   
31
     
-
     
3
 
 
   
-
     
34
 
Total Fixed Income
   
1,798
     
1
     
(13
)
 
   
-
     
1,786
 
Total Assets Under Management
 
$
39,684
   
$
1,666
   
$
152
 
 
 
$
(133
)
 
$
41,369
 
                                           
(a)
Includes $1.2 billion from being approved as the sub-advisor on two sub-advisory entities as of February 27, 2017.

Table II: Assets Under Management by Quarter

       
 
             
% Change From
 
   
March 31,
     
December 31,
   
March 31,
   
December 31,
   
March 31,
 
 
 
2017
     
2016
   
2016
   
2016
   
2016
 
Equities:
     
 
                       
Open-end Funds
 
$
13,708
 
 
 
$
13,462
   
$
13,807
     
1.8
%
   
-0.7
%
Closed-end Funds
   
7,315
 
 
   
7,150
     
6,663
     
2.3
     
9.8
 
Institutional & PWM - direct
   
13,492
 
 
   
13,441
     
13,280
     
0.4
     
1.6
 
Institutional & PWM - sub-advisory
   
5,019
 
(a) 
   
3,783
     
3,427
     
32.7
     
46.5
 
SICAV
   
49
 
 
   
50
     
38
     
(2.0
)
   
28.9
 
Total Equities
   
39,583
 
 
   
37,886
     
37,215
     
4.5
     
6.4
 
Fixed Income:
       
 
                               
Money-Market Fund
   
1,752
 
 
   
1,767
     
1,474
     
(0.8
)
   
18.9
 
Institutional & PWM
   
34
 
 
   
31
     
32
     
9.7
     
6.3
 
Total Fixed Income
   
1,786
 
 
   
1,798
     
1,506
     
(0.7
)
   
18.6
 
Total Assets Under Management
 
$
41,369
 
 
 
$
39,684
   
$
38,721
     
4.2
     
6.8
 
Institutional & PWM - direct includes $292 million, $290 million and $271 million of Money Market Fund AUM at March 31, 2017, December 31, 2016 and March 31, 2016, respectively.
(a) Added two sub-advisory entities as of February 27, 2017.
19


DEFERRED COMPENSATION

On December 21, 2015, GAMCO entered into a deferred compensation agreement with Mr. Gabelli whereby his variable compensation for 2016 was in the form of Restricted Stock Units (“RSUs”) determined by the volume-weighted average price (“VWAP”) of the Company’s Class A Stock during 2016 (“2016 RSU”).  When the restrictions lapse on January 1, 2020 (the “Lapse Date”), this RSU agreement can be settled in either cash or stock.  Notwithstanding its ability to settle the RSU agreement in stock, GAMCO currently intends to make a cash payment to Mr. Gabelli on the Lapse Date in an amount, under the terms of the agreement, equal to the number of RSUs valued at the lesser of the VWAP of the Company’s Class A Stock for the 2016 fiscal year or the value on the Lapse Date or, if not a trading day, then the first trading date thereafter.  While the issuance of the award itself does not change Mr. Gabelli’s compensation, the Generally Accepted Accounting Principles (“GAAP”) reporting for his compensation has changed.  The three month 2016 results were materially bolstered by the GAAP-mandated treatment of these RSUs while the three month 2017 results were materially encumbered.  Margins for the first quarter of 2017 and 2016 therefore are not comparable with periods prior to the issuance of the 2016 RSU.  Under GAAP, only 25% of the 2016 RSU expense was recognized in the 2016 year with the remaining 75% amortized as expense in 2017, 2018, and 2019.

On December 23, 2016, GAMCO entered into a second deferred compensation agreement with Mr. Gabelli for the period of January 1, 2017 to June 30, 2017 (“2017 RSU”).  Mr. Gabelli’s compensation for that period will be in the form of an RSU and will vest on July 1, 2018.  For GAAP accounting purposes, the compensation earned from January 1, 2017 to June 30, 2017 will be expensed ratably from January 1, 2017 to June 30, 2018.  As a result, under GAAP, the first half of 2017 will only include 33% of the total 2017 RSU expense with the remaining 67% to be amortized as expense from July 1, 2017 to June 30, 2018.

The GAAP based balance sheets are also impacted; the compensation payable at March 31, 2017 only includes 15/48ths of the 2016 RSU compensation and 1/3rd of the 2017 RSU.  At March 31, 2017, the amount of unrecognized compensation was $59.4 million.

The following tables show a reconciliation of our results for the first quarters of 2017 and 2016, and our balance sheet at March 31, 2017 between the GAAP basis and a non-GAAP adjusted basis as if all of the 2016 RSU and 2017 RSU expenses were recognized in 2016 and 2017, respectively.  We believe this adjusted measure is useful in evaluating the ongoing operating results of the Company absent the material adjustment related to the treatment of the deferred compensation agreement.

 
 
Three Months Ended March 31, 2017
 
                         
   
Reported
   
Impact of
   
Impact of
       
 
 
GAAP
   
2017 RSU
   
2016 RSU
   
Non-GAAP
 
Revenues
                       
Investment advisory and incentive fees
 
$
74,989
   
$
-
   
$
-
   
$
74,989
 
Distribution fees and other income
   
10,928
     
-
     
-
     
10,928
 
Total revenues
   
85,917
     
-
     
-
     
85,917
 
Expenses
                               
Compensation
   
25,278
     
9,540
     
(2,499
)
   
32,319
 
Management fee
   
2,164
     
1,865
     
(780
)
   
3,249
 
Distribution costs
   
10,913
     
-
     
-
     
10,913
 
Other operating expenses
   
5,119
     
-
     
-
     
5,119
 
Total expenses
   
43,474
     
11,405
     
(3,279
)
   
51,600
 
 
                               
Operating income
   
42,443
     
(11,405
)
   
3,279
     
34,317
 
Other income (expense)
                               
Net gain from investments
   
40
     
-
     
-
     
40
 
Interest and dividend income
   
469
     
-
     
-
     
469
 
Interest expense
   
(2,832
)
   
-
     
-
     
(2,832
)
Total other expense, net
   
(2,323
)
   
-
     
-
     
(2,323
)
Income before income taxes
   
40,120
     
(11,405
)
   
3,279
     
31,994
 
Income tax provision
   
15,300
     
(4,349
)
   
1,250
     
12,201
 
Net income attributable to GAMCO Investors, Inc.'s shareholders
 
$
24,820
   
$
(7,056
)
 
$
2,029
   
$
19,793
 
                                 
Net income attributable to GAMCO Investors, Inc.'s shareholders
                               
per share:
                               
Basic
 
$
0.86
   
$
(0.25
)
 
$
0.07
   
$
0.68
 
Diluted
 
$
0.82
   
$
(0.23
)
 
$
0.07
   
$
0.66
 



   
Three Months Ended March 31, 2016
 
                   
   
Reported
   
Impact of
       
   
GAAP
   
2016 RSU
   
Non-GAAP
 
Revenues
                 
  Investment advisory and incentive fees
 
$
70,848
   
$
-
   
$
70,848
 
  Distribution fees and other income
   
10,537
     
-
     
10,537
 
Total revenues
   
81,385
     
-
     
81,385
 
Expenses
                       
  Compensation
   
20,274
     
10,412
     
30,686
 
  Management fee
   
1,080
     
2,199
     
3,279
 
  Distribution costs
   
10,717
     
-
     
10,717
 
  Other operating expenses
   
4,372
     
-
     
4,372
 
Total expenses
   
36,443
     
12,611
     
49,054
 
                         
Operating income
   
44,942
     
(12,611
)
   
32,331
 
Other income (expense)
                       
  Net gain from investments
   
223
     
-
     
223
 
  Interest and dividend income
   
368
     
-
     
368
 
  Interest expense
   
(3,406
)
   
-
     
(3,406
)
Total other expense, net
   
(2,815
)
   
-
     
(2,815
)
Income before income taxes
   
42,127
     
(12,611
)
   
29,516
 
Income tax provision
   
16,102
     
(4,820
)
   
11,282
 
Net income attributable to GAMCO Investors, Inc.'s shareholders
 
$
26,025
   
$
(7,791
)
 
$
18,234
 
                         
Net income attributable to GAMCO Investors, Inc.'s shareholders
                       
  per share:
                       
Basic
 
$
0.89
   
$
(0.27
)
 
$
0.62
 
Diluted
 
$
0.88
   
$
(0.26
)
 
$
0.61
 


 
 
March 31, 2017
 
                         
   
Reported
   
Impact of
   
Impact of
       
 
 
GAAP
   
2017 RSU
   
2016 RSU
   
Non-GAAP
 
ASSETS
                       
Cash and cash equivalents
 
$
88,230
   
$
-
   
$
-
   
$
88,230
 
Investments in securities
   
33,190
     
-
     
-
     
33,190
 
Receivable from brokers
   
523
     
-
     
-
     
523
 
Investment advisory fees receivable
   
29,810
     
-
     
-
     
29,810
 
Receivable from affiliates
   
5,325
     
-
     
-
     
5,325
 
Income tax receivable
   
12,829
     
4,635
     
17,658
     
35,122
 
Other assets
   
12,615
     
-
     
-
     
12,615
 
Total assets
 
$
182,522
   
$
4,635
   
$
17,658
   
$
204,815
 
 
                               
LIABILITIES AND EQUITY
                               
Payable to brokers
   
10,022
     
-
     
-
     
10,022
 
Income taxes payable and deferred tax liabilities
   
19,787
     
-
     
-
     
19,787
 
Capital lease obligation
   
5,038
     
-
     
-
     
5,038
 
Compensation payable
   
42,295
     
12,359
     
47,088
     
101,742
 
Payable to affiliates
   
1,528
     
-
     
-
     
1,528
 
Accrued expenses and other liabilities
   
27,942
     
-
     
-
     
27,942
 
Sub-total
   
106,612
     
12,359
     
47,088
     
166,059
 
 
                               
4.5% Convertible note (due August 15, 2021)
   
109,844
     
-
     
-
     
109,844
 
AC 4% PIK Note (due November 30, 2020)
   
90,000
     
-
     
-
     
90,000
 
5.875% Senior notes (due June 1, 2021)
   
24,126
     
-
     
-
     
24,126
 
Total liabilities
   
330,582
     
12,359
     
47,088
     
390,029
 
 
                               
Equity
                               
GAMCO Investors, Inc. stockholders' equity
                               
Class A Common Stock
   
14
     
-
     
-
     
14
 
Class B Common Stock
   
19
     
-
     
-
     
19
 
Additional paid-in capital
   
4,602
     
-
     
-
     
4,602
 
Retained earnings (deficit)
   
104,749
     
(7,724
)
   
(29,430
)
   
67,595
 
Accumulated other comprehensive income
   
8,720
     
-
     
-
     
8,720
 
Treasury stock, at cost
   
(266,164
)
   
-
     
-
     
(266,164
)
Total GAMCO Investors, Inc. stockholders' equity (deficit)
   
(148,060
)
   
(7,724
)
   
(29,430
)
   
(185,214
)
Total liabilities and equity (deficit)
 
$
182,522
   
$
4,635
   
$
17,658
   
$
204,815
 

The following table further illustrates the effect that the GAAP accounting for the compensation deferrals has had to date and will continue to have on our results for 2017 through 2019 under certain assumptions.  For simplicity in arriving at the effect that the 2017 RSU will have, we have assumed that the first quarter RSU expense is predictive of the second quarter 2017 RSU expense, but there is no assurance that this will be the case.

Effect of recording RSU on a GAAP basis versus recording the expense in the period it was earned:

             
Full Year
 
 
Q1 2016
   
Q1 2017
 
2016
 
2017
 
2018
 
2019
 
           
 
 
 
 
 
 
 
2016 RSU agreement
 
(12,611)
   
3,279