SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
---------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2007
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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. 1-106
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GAMCO INVESTORS, INC.
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(Exact name of Registrant as specified in its charter)
New York 13-4007862
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Corporate Center, Rye, NY 10580-1422
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(Address of principle executive offices) (Zip Code)
(914) 921-5100
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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 ___X___ No ____
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer ___ Accelerated filer __X__ Non-accelerated filer ___
Indicate by check mark whether the registrant is a shell company (as defined in
Exchange Act Rule 12b-2). Yes ____ No__X__
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, 2007
----- -----------------------------
Class A Common Stock, .001 par value 7,501,942
Class B Common Stock, .001 par value 20,671,143
1
INDEX
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GAMCO INVESTORS, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
--------------------------------------
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Income:
- Three months ended March 31, 2006 and 2007
Condensed Consolidated Statements of Financial Condition:
- December 31, 2006
- March 31, 2006
- March 31, 2007
Condensed Consolidated Statements of Stockholders' Equity and
Comprehensive Income:
- Three months ended March 31, 2006 and 2007
Condensed Consolidated Statements of Cash Flows:
- Three months ended March 31, 2006 and 2007
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Including Quantitative and Qualitative
Disclosure about Market Risk)
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
-------------------------------------------------
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of
Equity Securities
Item 6. Exhibits
SIGNATURES
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2
GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(In thousands, except per share data)
Three Months Ended
March 31,
------------------
2006 2007
--------- --------
Revenues
Investment advisory and incentive fees $50,398 $56,560
Commission revenue 3,551 4,020
Distribution fees and other income 5,335 6,026
--------- --------
Total revenues 59,284 66,606
--------- --------
Expenses
Compensation and related costs 25,277 28,374
Management fee 3,367 3,401
Distribution costs 5,215 5,886
Other operating expenses 7,391 8,434
--------- --------
Total expenses 41,250 46,095
--------- --------
Operating income 18,034 20,511
--------- --------
Other income (expense)
Net gain from investments 23,125 5,570
Interest and dividend income 6,373 8,002
Interest expense (3,875) (3,380)
--------- --------
Total other income, net 25,623 10,192
--------- --------
Income before income taxes and minority interest 43,657 30,703
Income tax provision 16,371 11,207
Minority interest 8,586 332
--------- --------
Net income $18,700 $19,164
========= ========
Net income per share:
Basic $0.64 $0.68
========= ========
Diluted $0.63 $0.67
========= ========
Weighted average shares outstanding:
Basic 29,180 28,228
========= ========
Diluted 30,185 29,196
========= ========
Dividends declared:
Quarterly $0.03 $0.03
========= ========
See accompanying notes.
3
GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share data)
December 31, March 31, March 31,
2006 2006 2007
--------------------------------
ASSETS (Unaudited)
Cash and cash equivalents, including
restricted cash of $2,079, $720 and
$3,418. $138,113 $126,842 $103,882
Investments in securities, including
restricted securities of $52,116,
$51,547 and $51,461. 507,595 412,031 532,222
Investments in partnerships and
affiliates 81,884 89,250 68,651
Receivable from brokers 53,682 77,731 22,794
Investment advisory fees receivable 31,094 16,619 20,375
Other assets 24,863 20,798 20,095
------------ --------- ---------
Total assets $837,231 $743,271 $768,019
============ ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Payable to brokers $36,345 $3,406 $40,441
Income taxes payable, including
deferred taxes of $363, $4,129, and
$905. 12,075 14,539 4,267
Compensation payable 35,098 34,296 43,414
Capital lease obligation 2,781 2,943 2,721
Securities sold, not yet purchased 8,244 4,833 15,925
Accrued expenses and other
liabilities 41,053 20,590 32,000
------------ --------- ---------
Total operating liabilities 135,596 80,607 138,768
------------ --------- ---------
Long term liability - - 1,277
5.5% Senior notes (due May 15, 2013) 100,000 100,000 100,000
6% Convertible note, $50 million
outstanding (due August 14, 2011)(a) 49,504 50,000 49,537
5.22% Senior notes (due February 17,
2007) 82,308 82,308 -
------------ --------- ---------
Total liabilities 367,408 312,915 289,582
Minority interest 21,082 19,997 13,784
Stockholders' equity
Class A Common Stock, $0.001 par
value; 100,000,000 shares
authorized; 12,055,872, 9,658,339
and 12,141,696 issued, respectively;
7,487,018, 5,645,985 and 7,514,242
outstanding, respectively 12 10 12
Class B Common Stock, $0.001 par
value; 100,000,000 shares
authorized; 24,000,000 shares
issued, 20,754,217, 23,128,500 and
20,671,143 shares outstanding,
respectively 21 23 21
Additional paid-in capital 229,699 226,640 229,792
Retained earnings 395,058 346,939 412,636
Accumulated comprehensive gain 10,427 2,985 11,031
Treasury stock, at cost (4,568,854,
4,012,354 and 4,627,454 shares,
respectively) (186,476) (166,238) (188,839)
------------ --------- ---------
Total stockholders' equity 448,741 410,359 464,653
------------ --------- ---------
Total liabilities and stockholders'
equity $837,231 $743,271 $768,019
============ ========= =========
(a) At March 31, 2007 and December 31, 2006, the $50 million note conversion
price was $53 per share. At March 31, 2006, the convertible note was 5% with a
conversion price of $52 per share.
See accompanying notes.
4
GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
UNAUDITED
(In thousands)
Three Months Ended
March 31,
-----------------------
2006 2007
--------- -------------
Stockholders' equity - beginning of period $424,075 $448,741
Cumulative effect of applying the provisions
of FIN 48 at January 1, 2007 - (822)
Comprehensive income:
Net income 18,700 19,164
Foreign currency translation adjustments 74 1
Net unrealized gain on securities available
for sale 2,455 685
--------- -------------
Total comprehensive income 21,229 19,850
--------- -------------
Dividends declared (867) (846)
Stock based compensation expense 6 21
Exercise of stock options including tax
benefit 281 72
Purchase of treasury stock (34,365) (2,363)
--------- -------------
Stockholders' equity - end of period $410,359 $464,653
========= =============
See accompanying notes.
5
GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
Three Months Ended
March 31,
-------------------
2006 2007
--------- ---------
Operating activities
Net income $18,700 $19,164
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Equity in gains from partnerships and affiliates (2,864) (2,246)
Depreciation and amortization 224 307
Stock based compensation expense 6 21
Tax benefit from exercise of stock options 66 25
Foreign currency loss - 1
Impairment of goodwill - 56
Amortization of debt discount - 33
Minority interest in net income of consolidated
subsidiaries 240 275
Market value of donated securities - 122
Realized gains on sales of available for sale
securities, net (442) (157)
Realized gains on sales of trading investments in
securities, net (6,585) (6,469)
Change in unrealized value of investments in
securities, net (1,018) 2,524
(Increase) decrease in operating assets:
Purchases of trading investments in securities (287,602) (435,468)
Proceeds from sales of trading investments in
securities 321,529 449,871
Investments in partnerships and affiliates (1,225) (3,072)
Distributions from partnerships and affiliates 848 11,485
Investment advisory fees receivable 5,430 10,764
Other receivables from affiliates 6,669 4,804
Receivable from brokers (62,873) 30,193
Other assets (884) (355)
Increase (decrease) in operating liabilities:
Payable to brokers (531) 2,960
Income taxes payable 2,884 (6,818)
Compensation payable 6,040 8,222
Accrued expenses and other liabilities 215 (8,652)
Effects of consolidation of investment
partnerships and offshore funds consolidated
under FIN 46R and EITF 04-5:
Realized gains on sales of investments in
securities and securities sold short, net (11,917) (278)
Change in unrealized value of investments in
securities and securities sold short, net (1,430) 200
Equity in net gains from partnerships and
affiliates (425) (758)
Purchases of trading investments in securities
and securities sold short (642,059) (14,550)
Proceeds from sales of trading investments in
securities and securities sold short 619,704 12,084
Investments in partnerships and affiliates (982) (2,000)
Distributions from partnerships and affiliates 380 500
Increase in advisory fees receivable - (45)
(Increase) decrease in receivable from brokers (12,469) 695
Decrease (increase) in other assets 354 (58)
Increase in payable to brokers 5,783 1,135
(Decrease) increase in accrued expenses and
other liabilities (9,786) 49
Income related to investment partnerships and
offshore funds consolidated under FIN 46R and
EITF 04-5, net 14,430 490
--------- ---------
Total adjustments (58,290) 55,890
--------- ---------
Net cash provided by (used in) operating
activities (39,590) 75,054
--------- ---------
6
GAMCO INVESTORS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
Three Months Ended
March 31,
-------------------
2006 2007
--------- ---------
Investing activities
Purchases of available for sale securities (3,006) (25,031)
Proceeds from sales of available for sale
securities 1,486 939
--------- ---------
Net cash used in investing activities (1,520) (24,092)
--------- ---------
Financing activities
Distributions related to investment partnerships
and offshore funds consolidated under FIN 46R and
EITF 04-5, net 28,190 516
Retirement of 5.22% senior notes - (82,308)
Proceeds from exercise of stock options 215 48
Dividends paid (867) (846)
Subsidiary stock repurchased from minority
shareholders - (241)
Purchase of treasury stock (34,365) (2,363)
--------- ---------
Net cash used in financing activities (6,827) (85,194)
--------- ---------
Net decrease in cash and cash equivalents (47,937) (34,232)
Net increase in cash from partnerships and
offshore funds consolidated under FIN 46R and
EITF 04-5 1,550 -
Effect of exchange rates on cash and cash
equivalents 68 1
Cash and cash equivalents at beginning of period 173,161 138,113
--------- ---------
Cash and cash equivalents at end of period $126,842 $103,882
========= =========
See accompanying notes.
7
GAMCO INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007
(Unaudited)
A. Basis of Presentation
Unless we have indicated otherwise, or the context otherwise requires,
references in this report to "GAMCO Investors, Inc.," "GAMCO," "the Company,"
"we," "us" and "our" or similar terms are to GAMCO Investors, Inc. (formerly
Gabelli Asset Management Inc.), its predecessors and its subsidiaries.
The unaudited interim Condensed Consolidated Financial Statements of
GAMCO Investors, Inc. included herein have been prepared in conformity with
generally accepted accounting principles 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 generally accepted accounting principles 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 and non-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.
In preparing the unaudited interim condensed consolidated financial
statements, management is required to make estimates and assumptions that affect
the amounts reported in the financial statements. Actual results could differ
from those estimates.
The condensed consolidated financial statements include the accounts of
GAMCO and its subsidiaries. All material intercompany accounts and transactions
are eliminated.
These 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, 2006, from which the accompanying Condensed
Consolidated Statement of Financial Condition was derived.
Certain items previously reported have been reclassified to conform to
the current period's financial statement presentation.
Changes in Accounting Policy
GAMCO has changed its accounting policy to reflect the adoption of
FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
("FIN 48"), which is an interpretation of FASB Statement No. 109, "Accounting
for Income Taxes" ("FAS 109"). This interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This interpretation is effective for fiscal years beginning after December 15,
2006. The Company adopted this interpretation on January 1, 2007. In accordance
with the method of adoption prescribed in the Interpretation, FIN 48 has been
applied prospectively as of the date of adoption, and periods prior to adoption
have not been retroactively restated or reclassified. See Note F for further
details.
B. Recent Accounting Developments
In February 2006, the FASB issued FASB Statement No. 155, "Accounting
for Certain Hybrid Financial Instruments - an amendment of FASB Statement No.
133 and 140," ("Statement 155") that amends FASB Statements No. 133 "Accounting
for Derivative Instruments and Hedging Activities," ("Statement 133") and No.
140 "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities a replacement of FASB Statement 125" ("Statement
140"). The statement permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation; clarifies which interest-only strips and principal-only strips are
not subject to the requirements of Statement 133; establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation; clarifies that
concentrations of credit risk in the form of subordination are not embedded
8
derivatives; amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. Statement 155 does not permit prior period restatement. The
statement is effective for all financial instruments acquired or issued after
the beginning of an entity's first fiscal year that begins after September 15,
2006. The Company adopted this statement on January 1, 2007. The impact of
adopting this statement has been immaterial to the Company's consolidated
financial statements.
In April 2006, the FASB issued FSP FIN 46R-6 "Determining the
Variability to be Considered in Applying FASB Interpretation No. 46(R)" ("FSP").
The FSP addresses certain major implementation issues related to FIN 46R,
specifically how a reporting enterprise should determine the variability to be
considered in applying FIN 46R. The FSP is effective as of the beginning of the
first day of the first reporting period beginning after September 15, 2006. The
Company adopted this Statement on January 1, 2007. The impact of adopting this
statement has been immaterial to the Company's consolidated financial
statements.
In September 2006, the FASB issued FASB Statement No. 157, "Fair Value
Measurements" ("Statement 157"). The statement provides guidance for using fair
value to measure assets and liabilities. The statement provides guidance to
companies about the extent of which to measure assets and liabilities at fair
value, the information used to measure fair value, and the effect of fair value
measurements on earnings. The statement applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value. The statement
does not expand the use of fair value in any new circumstances. The statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and for interim periods within those fiscal years. The Company
plans to adopt this statement on January 1, 2008. The impact of adopting
Statement 157 is expected to be immaterial to the Company's consolidated
financial statements.
In September 2006, the SEC released Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (the "SAB"). The SAB
addresses diversity in how companies consider and resolve the quantitative
effect of financial statement misstatements. The SAB is effective as of the
beginning of the first day of the first reporting period beginning after
November 15, 2006. The Company adopted this SAB on January 1, 2007. The impact
of adopting this SAB has been immaterial to the Company's consolidated financial
statements.
In February 2007, the FASB issued FAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115," ("Statement 159"), which provides companies with an option
to report selected financial assets and liabilities at fair value. The
standard's objective is to reduce both the complexity in accounting for
financial instruments and the volatility in earnings caused by measuring related
assets and liabilities differently. Statement 159 also establishes presentation
and disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. This statement is effective as of the beginning of an entity's
first fiscal year beginning after November 15, 2007. Early adoption is permitted
as of the beginning of the previous fiscal year provided that the entity makes
that choice in the first 120 days of that fiscal year and also elects to apply
the provisions of Statement 157. The Company plans to adopt this statement on
January 1, 2008. The impact of adopting Statement 159 is expected to be
immaterial to the Company's consolidated financial statements.
C. Investment in Securities
Management determines the appropriate classification of debt and equity
securities at the time of purchase and reevaluates such designation as of each
condensed consolidated statement of financial condition date. Investments in
Treasury Bills and Notes with maturities of greater than three months at the
time of purchase are classified as investments in securities and with maturities
of three months or less at time of purchase are classified as cash and cash
equivalents. Investments in securities are accounted for as either "trading
securities" or "available for sale" ("AFS") and are stated at quoted market
values. Securities that are not readily marketable are stated at their estimated
fair values as determined by our management. The resulting unrealized gains and
losses for trading securities are included in net gain from investments, and the
unrealized gains and losses for available for sale securities, net of management
fees and tax, are reported as a separate component of stockholders' equity
except for losses deemed to be other than temporary which are recorded as
realized losses in the statement of income. For the three months ended March 31,
2007 and 2006, there was no impairment of AFS securities. Securities sold, not
9
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 March 31, 2007 and 2006, the market
value of securities sold, not yet purchased was $15.9 million and $4.8 million,
respectively.
The Company accounts for derivative financial instruments in
accordance with Statement of Financial Accounting Standards ("FAS") No. 133
("Statement No. 133"), Accounting for Derivative Instruments and Hedging
Activities, as amended. Statement No. 133 requires that an entity recognize all
derivatives, as defined, as either assets or liabilities measured at fair value.
The Company uses swaps and treasury futures to manage its exposure to market and
credit risks from changes in certain equity prices, interest rates, and
volatility and does not hold or issue swaps and treasury futures for speculative
or trading purposes. These swaps and treasury futures are not designated as
hedges, and changes in fair values of these derivatives are recognized in
earnings as gains (losses) on derivative contracts. The fair value of swaps and
treasury futures are included in the investments in securities in the statements
of financial condition, and gains and losses from the swaps and treasury futures
are included in net gain from investments in the condensed consolidated
statements of income. At March 31, 2007 and 2006, the market value of
derivatives was $21.4 million and $6.4 million, respectively.
At March 31, 2007 and 2006, the market value of investments available
for sale was $126.1 million and $87.6 million, respectively. Unrealized gains in
market value, net of management fee and taxes, of $11.0 million and $3.0 million
have been included in stockholders' equity for the three month periods ended
March 31, 2007 and 2006, respectively.
Proceeds from sales of investments available for sale were
approximately $0.9 million and $1.5 million for the three-month periods ended
March 31, 2007 and 2006, respectively. For the first three months of 2007, gross
gains on the sale of investments available for sale amounted to $157,000; there
were no gross losses on the sale of investments available for sale. For the
first three months of 2006, gross gains on the sale of investments available for
sale amounted to $442,000; there were no gross losses on the sale of investments
available for sale.
D. Investments in Partnerships and Affiliates
Beginning January 1, 2006, the provisions of FIN 46R and EITF 04-5
required consolidation of the majority of our investment partnerships and
offshore funds managed by our subsidiaries into our consolidated financial
statements. However, since we amended the agreements of certain investment
partnerships and an offshore fund on March 31, 2006, FIN 46R and EITF 04-5 only
required us to consolidate these entities on our condensed consolidated
statement of income and condensed consolidated statement of cash flows for the
first quarter 2006. We were not required to consolidate these entities on our
condensed consolidated statement of financial condition at March 31, 2006. In
addition, these partnerships and offshore funds, for which the agreements were
amended, were not required to be consolidated within our condensed consolidated
statement of income and condensed consolidated statement of cash flows or on our
condensed consolidated statement of financial condition for any period
subsequent to the first quarter 2006 and will continue to not be required as
long as GBL does not maintain direct or indirect control over the investment
partnerships and offshore funds, which remains the case at and for the quarter
ended March 31, 2007. For the quarter ended March 31, 2006, the consolidation of
these entities had no effect on net income but did affect the classification of
income between operating and other income.
From January 1, 2006 to December 31, 2006, we have also consolidated
five other investment partnerships and two offshore funds in which we have a
direct or indirect controlling financial interest, and we will continue to
consolidate these in future periods as long as we continue to maintain a direct
or indirect controlling financial interest. From January 1, 2007 to March 31,
2007, we consolidated five other investment partnerships and one offshore fund
in which we have a direct or indirect controlling financial interest.
For the quarters ended March 31, 2007 and 2006, the consolidation of
these entities had no impact on net income but did result in (a) the elimination
of revenues and expenses which are now intercompany transactions; (b) the
recording of all the partnerships' operating expenses of these entities
including those pertaining to third-party interests; (c) the recording of all
other income of these entities including those pertaining to third-party
interests; (d) recording of income tax expense of these entities including those
pertaining to third party interests; and (e) the recording of minority interest
which offsets the net amount of any of the partnerships' revenues, operating
expenses, other income and income taxes recorded in these respective line items
10
which pertain to third-party interest in these entities. While this had no
impact on net income, the consolidation of these entities did affect the
classification of income between operating and other income. Cash and cash
equivalents and investments in securities held by investment partnerships and
offshore funds consolidated under FIN 46R and EITF 04-5 are also restricted from
use for general operating purposes.
E. Debt
In February 2007, the Company retired the $82.3 million in 5.22%
Senior Notes due February 17, 2007 plus accrued interest from its cash and cash
equivalents and investments. This debt was originally issued in connection with
GBL's sale of mandatory convertible securities in February 2002 and was
remarketed in November 2004.
F. Income Taxes and Adoption of FIN 48
The effective tax rate for the three months ended March 31, 2007 was
36.5% compared to the prior year period's effective rate of 37.5% due to reduced
state and local taxes.
In June 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" ("FIN 48"), which is an interpretation of FAS 109.
This interpretation prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. The Company adopted this interpretation
on January 1, 2007.
As of January 1, 2007, the Company had a gross unrecognized tax
benefit, of approximately $2.6 million, of which recognition of $2.5 million
would impact the Company's effective tax rate. As of March 31, 2007, the total
amount of gross unrecognized tax benefits was approximately $2.6 million, of
which recognition of $2.5 million would impact the Company's effective tax rate.
The Company had a cumulative effect of adopting FIN 48 of $0.8 million, and
therefore an adjustment was recorded to retained earnings upon such adoption.
The Company's historical accounting policy with respect to penalties
and interest related to tax uncertainties has been to classify these amounts as
income taxes, and the Company continued this classification upon the adoption of
FIN 48. As of January 1, 2007, the total amount of accrued penalties and
interest related to uncertain tax positions recognized in the condensed
consolidated statement of financial condition was approximately $1.4 million.
The Internal Revenue Service ("IRS") is currently auditing the 2003
and 2004 federal income tax returns. The 2005 and 2006 federal income tax
returns remain subject to potential future audit by the IRS, and it is
reasonably possible that the Company will conclude the audits within the next
12-month period. It is estimated that the Company's FIN 48 liability could
decrease by approximately $0.3 million upon the conclusion of these audits.
The Company is currently being audited in one state jurisdiction for
its income tax returns filed between 1999 and 2003. The state income tax returns
for all years after 2002 are subject to potential future audit by tax
authorities in the Company's major state tax jurisdictions. It is reasonably
possible that the Company will conclude the audits of 1999 and 2000 within the
next 12-month period, and it is estimated that the Company's FIN 48 liability
could decrease by approximately $0.7 million upon the conclusion of these
audits.
Income tax expense is based on pre-tax financial accounting income,
including adjustments made for the recognition or derecognition related to
uncertain tax positions. The recognition or derecognition of income tax expense
related to uncertain tax positions is determined under the guidance as
prescribed by FIN 48. Deferred tax assets and liabilities are recognized for the
future tax attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to be recovered or concluded. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in earnings in the period
that includes the enactment date.
11
G. 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) 2006 2007
---------- --------
Basic:
Net income $18,700 $19,164
Average shares outstanding 29,180 28,228
---------- --------
Basic net income per share $0.64 $0.68
========== ========
Diluted:
Net income $18,700 $19,164
Add interest expense on convertible note, net of
management fee and taxes 352 429
---------- --------
Total $19,052 $19,593
========== ========
Average shares outstanding 29,180 28,228
Dilutive stock options 43 25
Assumed conversion of convertible note 962 943
---------- --------
Total 30,185 29,196
========== ========
Diluted net income per share $0.63 $0.67
========== ========
H. Stockholders' Equity
Shares outstanding on March 31, 2007 were 28.2 million, level with
December 31, 2006 and approximately 1.9% lower than the 28.8 million shares
outstanding on March 31, 2006. Fully diluted shares outstanding for the first
quarter of 2007 were 29.2 million, unchanged from the fourth quarter 2006 fully
diluted shares outstanding and 3.3% below our fully diluted shares of 30.2
million for the first quarter 2006.
The Board of Directors declared a quarterly dividend of $0.03 per
share that was paid on March 28, 2007 to shareholders of record on March 15,
2007.
Stock Award and Incentive Plan
Effective January 1, 2003, we adopted the fair value recognition
provisions of FAS No. 123 in accordance with the transition and disclosure
provisions under the recently issued FAS No. 148, "Accounting for Stock Based
Compensation - Transition and Disclosure."
We adopted FAS 123 (R) on January 1, 2005. In light of our modified
prospective adoption of the fair value recognition provisions of FAS 123 (R) for
all grants of employee stock options, the adoption of FAS 123 (R) did not have a
material impact on our consolidated financial statements. For the three months
ended March 31, 2007 and 2006, we recognized stock-based compensation expense of
$21,000 and $6,000, respectively. The total compensation costs related to
non-vested awards not yet recognized is approximately $216,000. This will be
recognized as expense in the following periods:
12
Remainder
of 2007 2008 2009 2010
--------- ----- ---- -----
$71,000 $89,000 $47,000 $9,000
Proceeds from the exercise of 2,750 and 10,000 stock options were
$48,000 and $215,000 for the three months ended March 31, 2007 and 2006,
respectively, resulting in a tax benefit to GAMCO of $25,000 and $66,000 for the
three months ended March 31, 2007 and 2006, respectively.
Stock Repurchase Program
In March 1999, the Board of Directors established the Stock Repurchase
Program to grant us authority to repurchase shares of our Class A common stock.
For the three months ended March 31, 2007, we repurchased 58,600 shares at an
average investment of $40.32. Since the inception of the program we have
repurchased 4,728,258 shares at an average investment of $39.46 per share. At
March 31, 2007, the total shares available under the program to be repurchased
was approximately 989,000.
I. Goodwill
In accordance with FAS 142 "Accounting for Goodwill and Other
Intangible Assets," we assess the recoverability of goodwill and other
intangible assets at least annually, or more often should events warrant, using
a present value cash flow method. There was an impairment charge of $56,000
recorded for the three months ended March 31, 2007 as a result of the voluntary
deregistration of an inactive broker dealer subsidiary. There was no impairment
charge recorded for the three months ended March 31, 2006. At March 31, 2007,
there remains $3.5 million of goodwill related to our 92%-owned subsidiary,
Gabelli Securities, Inc.
J. Other Matters
Since September 2003, GBL and certain of its subsidiaries have been
cooperating with inquiries from the N.Y. Attorney General's office and the SEC
by providing documents and testimony regarding certain mutual fund share trading
practices. As a result of discussions with the SEC for a potential resolution of
their inquiry, GBL recorded a reserve against earnings of approximately $15
million in 2006. Since these discussions are ongoing, we cannot determine at
this time whether they will ultimately result in a settlement of this matter,
whether our reserves will be sufficient to cover any payments by GBL related to
such a settlement, or whether and to what extent insurance may cover such
payments.
We indemnify our clearing brokers for losses they may sustain from the
customer accounts introduced by our broker-dealer subsidiaries. In accordance
with NYSE rules, customer balances are typically collateralized by customer
securities or supported by other recourse provisions. In addition, we further
limit margin balances to a maximum of 25% versus 50% permitted under Regulation
T of the Federal Reserve Board and exchange regulations. At March 31, 2007 and
2006, the total amount of customer balances subject to indemnification (i.e.
margin debits) was immaterial. The Company also has entered into arrangements
with various other third parties which provide for indemnification against
losses, costs, claims and liabilities arising from the performance of their
obligations under our agreement, except for gross negligence or bad faith. The
Company has had no claims or payments pursuant to these or prior agreements, and
we believe the likelihood of a claim being made is remote. Utilizing the
methodology in the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others", our estimate of the value of such agreements is de
minimis, and therefore an accrual has not been made in the financial statements.
K. Subsequent Events
From April 1 through May 1, 2007, we repurchased 12,300 shares of our
class A common stock, under the Stock Repurchase Program, at an average
investment of $43.85 per share.
On April 18, 2007, the Company and Cascade Investment L.L.C.
("Cascade") agreed to amend the terms of the $50 million convertible note
maturing in August 2011 to extend the exercise date for Cascade's put option
13
from May 15, 2007 to December 17, 2007 and to extend the expiration date of the
related letter of credit to December 24, 2007.
On May 8, 2007, our Board of Directors declared a quarterly dividend of
$0.03 per share to be paid on June 28, 2007 to shareholders of record on June
15, 2007.
14
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (INCLUDING
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK)
Overview
GAMCO Investors, Inc. (NYSE: GBL), well known for its Private Market
Value (PMV) with a CatalystTM investment approach, is a widely-recognized
provider of investment advisory services to mutual funds, institutional and high
net worth investors, and investment partnerships, principally in the United
States. Through Gabelli & Company, Inc., we provide institutional research
services to institutional clients and investment partnerships. We generally
manage assets on a discretionary basis and invest in a variety of U.S. and
international securities through various investment styles. Our revenues are
based primarily on the firm's levels of assets under management and fees
associated with our various investment products.
Since 1977, we have been identified with and enhanced the "value"
style approach to investing. Our investment objective is to earn a superior
risk-adjusted return for our clients over the long-term through our proprietary
fundamental research. In addition to our value portfolios, we offer our clients
a broad array of investment strategies that include global, growth,
international and convertible products. We also offer a series of investment
partnership (performance fee-based) vehicles that provide a series of long-short
investment opportunities in market and sector specific opportunities, including
offerings of non-market correlated investments in merger arbitrage, as well as
fixed income strategies.
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. It is our belief that general
stock market trends will have the greatest impact on our level of assets under
management and hence, revenues. This becomes increasingly likely as the base of
assets grows.
We conduct our investment advisory business principally through: GAMCO
Asset Management Inc. (Separate Accounts), Gabelli Funds, LLC (Mutual Funds) and
Gabelli Securities, Inc. (Investment Partnerships). We also act as an
underwriter, are a distributor of our open-end mutual funds and provide
institutional research through Gabelli & Company, Inc., our broker-dealer
subsidiary.
As of March 31, 2007, we had a record $29.4 billion of assets under
management (AUM), approximately 97.8% of which were in equity products. Our
equity open-end mutual funds and closed-end funds had a record $15.1 billion in
AUM at quarter end, 6.0% above the $14.2 billion on December 31, 2006 and 11.8%
ahead of the $13.6 billion on March 31, 2006. In the institutional and high net
worth segment of our business, GAMCO Asset Management Inc. had $13.2 billion in
separately managed equity accounts under management on March 31, 2007, an
increase of $0.6 billion compared to $12.6 billion on both December 31, 2006 and
March 31, 2006, respectively. Assets in our investment partnerships were $477
million on March 31, 2007 versus $491 million on December 31, 2006 and $681
million on March 31, 2006. We receive incentive and fulcrum fees for our
investment partnership assets, certain institutional client assets as well as
preferred issues for our closed-end funds and on our new closed-end fund
launched in January 2007, the Gabelli Global Deal Fund. As of March 31, 2007
incentive and fulcrum fee assets were $3.5 billion, an increase of 9.0% versus
the $3.2 billion on both December 31, 2006 and March 31, 2006. Fixed income
assets, primarily money market mutual funds, totaled $640 million on March 31,
2007 compared to AUM on $794 million on December 31, 2006 and AUM of $866
million on March 31, 2006.
We have been notified by a client that it is selling a portion of its
mutual fund business to an investment firm and that the buyer plans to replace
all sub-advisors. This will reduce our March 31, 2007 AUM by $551 million. We
continue to manage an additional $1.7 billion for this client. Our performance
has been solid.
15
The company reported Assets Under Management as follows:
Table I: Assets Under Management (millions)
-----------------------------------
March 31 %
-----------------
2006 2007 Inc. (Dec.)
-------- -------- ------------
Mutual Funds:
Open-end $8,176 $8,858 8.3%
Closed-end 5,284 6,188 17.1
Fixed Income 807 591 (26.8)
-------- --------
Total Mutual Funds 14,267 15,637 9.6
-------- --------
Institutional & Separate Accounts:
Equities: direct 9,853 10,587 7.4
" sub-advisory 2,786 2,608 (6.4)
Fixed Income 59 49 (16.9)
-------- --------
Total Institutional & Separate Accounts 12,698 13,244 4.3
-------- --------
Investment Partnerships 681 477 (30.0)
-------- --------
Total Assets Under Management $27,646 $29,358 6.2
======== ========
Equities $26,780 $28,718 7.2
Fixed Income 866 640 (26.1)
-------- --------
Total Assets Under Management $27,646 $29,358 6.2
======== ========
Table II: Assets Under Management (millions)
--------------------------------------------------------------------------
% Increase/(decrease)
3/06 6/06 9/06 12/06 3/07 12/06 3/06
---------- ---------- --------- --------- --------- -------- -------------
Mutual Funds
Open-end $8,176 $7,796 $7,854 $8,389 $8,858 5.6% 8.3%
Closed-end 5,284 5,258 5,327 5,806 6,188 6.6 17.1
Fixed income 807 863 683 744 591 (20.6) (26.8)
---------- ---------- --------- --------- ---------
Total Mutual Funds 14,267 13,917 13,864 14,939 15,637 4.7 9.6
---------- ---------- --------- --------- ---------
Institutional & Separate
Accounts:
Equities: direct 9,853 9,520 9,470 10,282 10,587 3.0 7.4
" sub-advisory 2,786 2,750 2,725 2,340 2,608 11.5 (6.4)
Fixed Income 59 55 54 50 49 (2.0) (16.9)
---------- ---------- --------- --------- ---------
Total Institutional &
Separate Accounts 12,698 12,325 12,249 12,672 13,244 4.5 4.3
---------- ---------- --------- --------- ---------
Investment Partnerships 681 536 488 491 477 (2.9) (30.0)
---------- ---------- --------- --------- ---------
Total Assets Under Management $27,646 $26,778 $26,601 $28,102 $29,358 4.5 6.2
========== ========== ========= ========= =========
Table III: Fund Flows - 1st Quarter 2007 (millions)
-------------------------------------------------
Market
December 31, Net Appreciation / March 31,
2006 Cash Flows (Depreciation) 2007
------------ ---------- --------------- ---------
Mutual Funds:
Equities $14,195 $513 $338 $15,046
Fixed Income 744 (170) 17 591
------------ ---------- --------------- ---------
Total Mutual Funds 14,939 343 355 15,637
------------ ---------- --------------- ---------
Institutional &
Separate Accounts
Equities: direct 10,282 (152) 457 10,587
" sub-advisory 2,340 151 117 2,608
Fixed Income 50 (2) 1 49
------------ ---------- --------------- ---------
Total Institutional
& Separate Accounts 12,672 (3) 575 13,244
------------ ---------- --------------- ---------
Investment
Partnerships 491 (26) 12 477
------------ ---------- --------------- ---------
Total Assets Under
Management $28,102 $314 $942 $29,358
============ ========== =============== =========
16
Recent regulatory developments
On September 3, 2003, the New York Attorney General's office ("NYAG")
announced that it had found evidence of widespread improper trading involving
mutual fund shares. These transactions included the "late trading" of mutual
fund shares after the 4:00 p.m. pricing cutoff and "time zone arbitrage" of
mutual fund shares designed to exploit pricing inefficiencies. Since the NYAG's
announcement, the NASD, the SEC, the NYAG and officials of other states have
been conducting inquiries into and bringing enforcement actions related to
trading abuses in mutual fund shares. We have received information requests and
subpoenas from the SEC and the NYAG in connection with their inquiries and have
been complying with these requests for documents and testimony. We implemented
additional compliance policies and procedures in response to recent industry
initiatives and an internal review of our mutual fund practices and procedures
in a variety of areas. A special committee of all of our independent directors
was also formed to review various issues involving mutual fund share
transactions and was assisted by independent counsel.
As part of our review, hundreds of documents were examined and
approximately fifteen individuals were interviewed. We have found no evidence
that any employee participated in or facilitated any "late trading". We also
have found no evidence of any improper trading in our mutual funds by our
investment professionals or senior executives. As we previously reported, we did
find that in August of 2002, we banned an account, which had been engaging in
frequent trading in our Global Growth Fund (the prospectus of which did not
impose limits on frequent trading) and which had made a small investment in one
of our hedge funds, from further transactions with our firm. Certain other
investors had been banned prior to that. We also found that certain discussions
took place in 2002 and 2003 between GBL's staff and personnel of an investment
advisor regarding possible frequent trading in certain Gabelli domestic equity
funds. In June 2006, we began discussions with the SEC staff for a potential
resolution of their inquiry. In February 2007, one of our advisory subsidiaries
made an offer of settlement to the SEC staff for communication to the Commission
for its consideration to resolve this matter. This offer of settlement is
subject to final agreement regarding the specific language of the SEC's
administrative order and other settlement documents. As a result of these
developments, we recorded a reserve of approximately $15.0 million in 2006. No
change to the reserve amount has been recorded during the first quarter of 2007.
Since these discussions are ongoing, we cannot determine at this time whether
they will ultimately result in a settlement of this matter, whether our reserves
will be sufficient to cover any payments by GBL related to such a settlement, or
whether and to what extent insurance may cover such payments.
In September 2005, we were informed by the staff of the SEC that
they may recommend to the Commission that one of our advisory subsidiaries be
held accountable for the actions of two of the eight closed-end funds managed by
the subsidiary relating to Section 19(a) and Rule 19a-1 of the Investment
Company Act of 1940. These provisions require registered investment companies to
provide written statements to shareholders when a dividend is made from a source
other than net investment income. While the funds sent annual statements
containing the required information and Form 1099-Div statements as required by
the IRS, the funds did not send written statements to shareholders with each
distribution in 2002 and 2003. The staff indicated that they may recommend to
the Commission that administrative remedies be sought, including a monetary
penalty. The closed-end funds changed their notification procedures, and we
believe that all of the funds are now in compliance.
In response to industry-wide inquiries and enforcement actions, a
number of regulatory and legislative initiatives were introduced. The SEC has
proposed and adopted a number of rules under the Investment Company Act and the
Investment Advisers Act and is currently studying potential major revisions of
other rules. The SEC adopted rules requiring written compliance programs for
registered investment advisers and registered investment companies and
additional disclosures regarding portfolio management and advisory contract
renewals. In addition, several bills were introduced in a prior Congress that,
if adopted, would have amended the Investment Company Act. These proposals, if
reintroduced and enacted, or if adopted by the SEC, could have a substantial
impact on the regulation and operation of our registered and unregistered funds.
For example, certain of these proposals would, among other things, limit or
eliminate Rule 12b-1 distribution fees, limit or prohibit third party soft
dollar arrangements and restrict the management of hedge funds and mutual funds
by the same portfolio manager.
17
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 SEC has substantially increased its use of focused
inquiries in which it requests information from 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 impact.
The following discussion should be read in conjunction with the
Condensed Consolidated Financial Statements and the notes thereto included in
Item 1 to this report.
RESULTS OF OPERATIONS
In the first quarter of 2006, the provisions of FASB Interpretation
No. 46R ("FIN 46R") and Emerging Issue Task Force 04-5 ("EITF 04-5") required
the consolidation of our investment partnerships and offshore funds managed by
our subsidiaries into our consolidated financial statements. However, since we
amended the agreements of certain investment partnerships and an offshore fund
on March 31, 2006, FIN 46R and EITF 04-5 only required us to consolidate these
entities on our consolidated condensed statement of income for the first quarter
2006. Accordingly, to provide a better understanding of our core results and
trends, GAMCO has provided the 2006 results throughout the following analysis
before adjusting for FIN 46R and EITF 04-5. These results are not presented in
accordance with generally accepted accounting principles ("GAAP") in the United
States. A reconciliation of these non-GAAP financial measures to results
presented in accordance with GAAP is presented below.
18
Three Months Ended March 31, 2007 Compared To Three Months Ended March 31, 2006
Consolidated Results - Three Months Ended March 31st:
(Unaudited; in thousands, except per share data)
----------------------------------------------
Adjust-
2006 (a) 2006 (b) ments(c) 2006 (d) 2007 (e)
-------- -------- -------- -------- --------
Revenues
Investment advisory and
incentive fees $51,689 $51,361 ($ 963) $50,398 $56,560
Commission revenue 3,451 3,551 - 3,551 4,020
Distribution fees and
other income 5,435 5,335 - 5,335 6,026
-------- -------- -------- -------- --------
Total revenues 60,575 60,247 (963) 59,284 66,606
Expenses
Compensation and
related costs 27,509 25,277 - 25,277 28,374
Management fee 3,478 3,367 - 3,367 3,401
Distribution costs 5,215 5,215 - 5,215 5,886
Other operating
expenses 7,391 7,202 189 7,391 8,434
-------- -------- -------- -------- --------
Total expenses 43,593 41,061 189 41,250 46,095
-------- -------- -------- -------- --------
Operating income 16,982 19,186 (1,152) 18,034 20,511
Other income (expense)
Net gain from investments 23,125 9,353 13,772 23,125 5,570
Interest and dividend
income 6,373 5,048 1,325 6,373 8,002
Interest expense (3,875) (3,284) (591) (3,875) (3,380)
-------- -------- -------- -------- --------
Total other income
(expense), net 25,623 11,117 14,506 25,623 10,192
-------- -------- -------- -------- --------
Income before taxes and
minority interest 42,605 30,303 13,354 43,657 30,703
Income tax provision 15,977 11,363 5,008 16,371 11,207
Minority interest 7,350 240 8,346 8,586 332
-------- -------- -------- -------- --------
Net income $19,278 $18,700 $- $18,700 $19,164
======== ======== ======== ======== ========
Net income per share:
Basic $0.66 $0.64 $- $0.64 $0.68
======== ======== ======== ======== ========
Diluted $0.65 $0.63 $- $0.63 $0.67
======== ======== ======== ======== ========
Reconciliation of Net income to Adjusted EBITDA:
Net income $19,278 $18,700 $- $18,700 $19,164
Interest Expense 3,875 3,284 591 3,875 3,380
Income tax provision and
minority interest 23,327 11,603 13,354 24,957 11,539
Depreciation and
amortization 224 224 - 224 307
-------- -------- -------- -------- --------
Adjusted EBITDA(d) $46,704 $33,811 $13,945 $47,756 $34,390
-------- -------- -------- -------- --------
(a) As originally reported.
(b) Financial results before adjustments relating to FIN 46R and EITF 04-5
as described above and in Note D to the condensed consolidated
financial statements in this report on Form 10-Q (not GAAP).
(c) Adjustments relating to FIN 46R and EITF 04-5.
(d) GAAP basis.
(e) GAAP basis.
Total revenues were $66.6 million in the first quarter of 2007 up $7.3
million or 12.4% from total revenues of $59.3 million reported in the first
quarter of 2006. Operating income was $20.5 million, an increase of $2.5 million
or 13.7% from the $18.0 million in the first quarter of 2006. Total other
income, net of interest expense, decreased to $10.2 million for the first
quarter 2007, a decrease of $15.4 million from the $25.6 million for first
quarter 2006. In the short-run, our results remain sensitive to changes in the
equity market. Net income for the quarter was $19.2 million or $0.67 per fully
diluted share versus $18.7 million or $0.63 per fully diluted share in the prior
year's quarter.
19
Total revenues were $66.6 million in the first quarter of 2007, up $6.4
million or 10.6% from total revenues of $60.2 million in 2006 excluding the
adjustments relating to FIN 46R and EITF 04-5 as described above. Operating
income was $20.5 million, an increase of $1.3 million or 6.9% from the $19.2
million in 2006 on a comparable reporting basis. Total other income, net of
interest expense, was $10.2 million for the first quarter 2007 compared to $11.1
million in 2006 on a comparable reporting basis.
Investment advisory and incentive fees increased $6.2 million or 12.2%
to $56.6 million from $50.4 million in 2006. Investment advisory and incentive
fees increased $5.2 million or 10.1% from $51.4 million in 2006 excluding the
adjustments relating to FIN 46R and EITF 04-5. Investment partnership revenues
increased to $1.7 million in the first quarter of 2007 from $0.6 million in the
prior year period. Our closed-end funds revenue increased 15.2% to $11.8 million
in the first quarter 2007 up from $10.3 million in the prior year's quarter.
This increase was primarily due to higher assets under management. For the first
quarter 2007, our revenues of $21.4 million from open-end mutual funds were 6.3%
higher from the prior year period revenues of $20.1 million. Revenues from our
institutional and high net worth separate accounts business, which are generally
billed based on asset levels at the beginning of a quarter, increased by 11.5%
to $21.6 million in the first quarter 2007 from $19.4 million in the 2006
quarter.
Commission revenues from our institutional research affiliate, Gabelli
& Company, Inc., were $4.0 million in the first quarter 2007, up 13.2% from the
prior year. The increase was primarily due to an increase in average revenue
earned per share traded.
Revenues from the distribution of mutual funds and other income were
$6.0 million in the first quarter of 2007 versus $5.3 million in the first
quarter of 2006. The increase in fees was principally due to higher average
assets under management in class C shares, which have 12b-1 fees of 1% in 2007
as compared to the prior year's period.
Total expenses, excluding management fee, were $42.7 million in the
first quarter of 2007, a 12.7% increase from total expenses of $37.9 million in
the first quarter of 2006.
Compensation and related prior year costs, which are largely variable,
were $28.4 million or 12.3% higher than the $25.3 million recorded in the prior
year period. This increase was primarily due to higher variable compensation and
increased salaries and bonuses of $1.5 million. Management fee expense, which is
totally variable and based on pretax income, remained flat at $3.4 million in
the first quarter of 2007 and 2006.
Distribution costs were $5.9 million, an increase of 12.9% from $5.2
million in the prior year's period. Other operating expenses increased by $1.0
million to $8.4 million in the first quarter of 2007 from the prior year first
quarter of $7.4 million. This increase was primarily due to contributions to
charities.
Other income, net of interest expense, was $10.2 million in the first
quarter of 2007, a decline of $15.3 million from $25.6 million in the first
quarter of 2006. The 2006 results include $14.5 million relating to adjustments
for FIN 46R and EITF 04-5. Excluding the adjustments relating to FIN 46R and
EITF 04-5, other income, net of interest expense, was $11.1 million for first
quarter 2006.
Interest expense fell to $3.4 million for first quarter 2007 from $3.9
million for the prior year quarter. The decrease was primarily due to lower debt
outstanding as a result of the retirement of the 5.22% senior notes in February
2007.
The effective tax rate for the three months ended March 31, 2007 was
36.5% compared to the prior year period's effective rate of 37.5% due to reduced
state and local taxes.
Minority interest decreased to $0.3 million in 2007 from $8.6 million
in 2006 principally due to adjustments related to the consolidation of
investment partnerships and offshore fund in accordance with FIN 46R and EITF
04-5 during first quarter 2006. Excluding the adjustments relating to FIN 46R
and EITF 04-5, minority interest was $0.2 million for the first quarter 2006.
20
LIQUIDITY AND CAPITAL RESOURCES
Our assets are primarily liquid, consisting mainly of cash, short term
investments, securities held for investment purposes and investments in
partnerships and affiliates in which we are a general partner, limited partner
or investment manager. Investments in partnerships and affiliates are generally
illiquid; however the underlying investments in such entities are generally
liquid and the valuations of the investment partnerships and affiliates reflect
this underlying liquidity.
Summary cash flow data is as follows:
Three Months Ended March 31,
----------------------------
2006 2007
--------- ---------
Cash flows (used in) provided by: (in thousands)
Operating activities $(39,590) $75,054
Investing activities (1,520) (24,092)
Financing activities (6,827) (85,194)
--------- ---------
Decrease (47,937) (34,232)
Net increase in cash from investment
partnerships and offshore funds
consolidated under FIN 46R and EITF 04-5 1,550 -
Effect of exchange rates on cash and cash
equivalents 68 1
Cash and cash equivalents at beginning of
period 173,161 138,113
--------- ---------
Cash and cash equivalents at end of
period $126,842 $103,882
========= =========
Cash requirements and liquidity needs have historically been met
through cash generated by operating activities and through our borrowing
capacity. We have received investment grade ratings from both Moody's Investors
Services and Standard & Poor's Rating Services. These investment grade ratings
expand our ability to attract both public and private capital. Our shelf
registrations provide 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 $520 million.
At March 31, 2007, we had total cash and cash equivalents of $103.9
million, a decrease of $34.2 million from December 31, 2006. Gabelli has
established a collateral account, consisting of cash and cash equivalents and
investments in securities totaling $51.5 million, to secure a letter of credit
issued in favor of the holder of the $50 million 6% convertible note. On April
18, 2007, a put option the note holder may exercise was extended from May 15,
2007 to December 17, 2007 and the letter of credit was extended from May 15,
2007 to December 24, 2007. Cash and cash equivalents and investments in
securities held in the collateral account are restricted from other uses until
the date of expiration. Cash and cash equivalents and investments in securities
held by investment partnerships and offshore funds consolidated under FIN 46R
and EITF 04-5 are also restricted from use for general operating purposes. Total
debt outstanding at March 31, 2007 was $150.0 million, consisting of the $50
million 6% convertible note and $100 million of 5.5% non-callable senior notes
due May 15, 2013. In February 2007, the Company retired the $82.3 million in
5.22% Senior Notes due February 17, 2007 plus accrued interest from its cash and
cash equivalents and investments. This debt was originally issued in connection
with GBL's sale of mandatory convertible securities in February 2002 and was
remarketed in November 2004.
For the three months ended March 31, 2007, cash provided by operating
activities was $75.1 million principally resulting from $19.2 million in net
income, proceeds from sales of investments in securities of $462.0 million and a
$30.9 million decrease in receivable from brokers. This was partially offset by
$450.0 million in purchases of investments in securities, $5.1 million in
purchases of investments in partnerships and affiliates and a $6.8 million
decrease in income taxes payable.
Cash used in investing activities, related to purchases and sales of
available for sale securities, was $24.1 million in the first three months of
2007.
Cash used in financing activities in the first three months of 2007
was $85.2 million. The decrease in cash was primarily due to the $82.3 million
retirement of senior notes and $3.2 million in dividends paid and the repurchase
of our class A common stock under the Stock Repurchase Program.
21
Based upon our current level of operations and anticipated growth, we
expect that our current cash balances plus cash flows from operating activities
and our borrowing capacity will be sufficient to finance our working capital
needs for the foreseeable future. We have no material commitments for capital
expenditures.
Gabelli & Company, Inc., a subsidiary of GAMCO, is registered with the
Securities and Exchange Commission as a broker-dealer and is a member of the
National Association of Securities Dealers. As such, it is subject to the
minimum net capital requirements promulgated by the Commission. Gabelli &
Company's net capital has historically exceeded these minimum requirements.
Gabelli & Company computes its net capital under the alternative method
permitted by the Commission, which requires minimum net capital of the greater
of $250,000 or 2% of the aggregate debt items in the reserve formula for those
broker-dealers subject to Rule 15c3-3. The requirement was $250,000 at March 31,
2007. At March 31, 2007, Gabelli & Company had net capital, as defined, of
approximately $18.2 million, exceeding the regulatory requirement by
approximately $17.9 million. Gabelli & Company's net capital, as defined, may be
reduced when Gabelli & Company is involved in firm commitment underwriting
activities. This did not occur as of or for the three months ended March 31,
2007.
Market Risk
Our primary market risk exposure is to changes in equity prices and
interest rates. Since over 95% of our AUM are equities, our financial results
are subject to equity-market risk as revenues from our money 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.
We are subject to potential losses from certain market risks as a
result of absolute and relative price movements in financial instruments due to
changes in interest rates, equity prices and other factors. Our exposure to
market risk is directly related to our role as financial intermediary, adviser
and general partner for assets under management in our mutual funds,
institutional and separate accounts business, investment partnerships and our
proprietary investment activities.
With respect to our proprietary investment activities, included in
investments in securities of $532.2 million at March 31, 2007 were investments
in Treasury Bills and Notes of $117.5 million, mutual funds, largely invested in
equity products, of $170.0 million, a selection of common and preferred stocks
totaling $181.2 million, investments in corporate bonds of $62.5 million, and
other investments of approximately $1.0 million. Investments in mutual funds
generally 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 $181.2 million invested in
common and preferred stocks at March 31, 2007, $29.1 million was related to our
investment in Westwood Holdings Group Inc., and $53.6 million 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 March 31, 2007 and 2006, the market
value of securities sold, not yet purchased was $15.9 million and $4.8 million,
respectively. Investments in partnerships and affiliates totaled $68.7 million
at March 31, 2007, 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.
GAMCO's exposure to interest rate risk results, principally, from its
investment of excess cash in U.S. Government obligations. These investments are
primarily short term in nature, and the carrying value of these investments
generally approximates market value.
Our revenues are largely driven by the market value of our assets under
management and are therefore exposed to fluctuations in market prices.
Investment advisory fees for mutual funds are based on average daily asset
22
values. Management fees earned on institutional and high net worth separate
accounts, for any given quarter, are generally determined based on asset values
on the last day of the preceding quarter. Any significant increases or decreases
in market value of institutional and high net worth separate accounts assets
managed which occur on the last day of the quarter will generally result in a
relative increase or decrease in revenues for the following quarter.
Critical Accounting Policies and Estimates
Managements believes certain critical accounting policies affect its
more significant judgements and estimates used in the preparation of its
consolidated financial statements. Due to the implementation of Interpretation
No. 48 "Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109" ("FIN 48"), we modified our critical accounting policy
related to accounting for income taxes, which is listed below. The Company's
other critical policies and estimates are disclosed in the "Significant
Accounting Policies" section of our 2006 Form 10-K.
In June 2006, the Financial Accounting Standards Board issued FIN 48
to clarify certain aspects of accounting for uncertain tax positions. FIN 48
clarifies the accounting for income taxes by prescribing a minimum recognition
threshold that a tax provision is required to meet before being recognized in
the financial statements. FIN 48 also provides guidance on derecognition,
measurement, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The Company adopted FIN 48 on January 1,
2007.
Accounting for Income Taxes
Income tax expense is based on pre-tax financial accounting income, including
adjustments made for the recognition or derecognition related to uncertain tax
positions. The recognition or derecognition of income tax expense related to
uncertain tax positions is determined under the guidance as prescribed by FIN
48.
Recent Accounting Developments
In February 2006, the FASB issued FASB Statement No. 155, "Accounting
for Certain Hybrid Financial Instruments - an amendment of FASB Statement No.
133 and 140," ("Statement 155") that amends FASB Statements No. 133 "Accounting
for Derivative Instruments and Hedging Activities," ("Statement 133") and No.
140 "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities a replacement of FASB Statement 125" ("Statement
140"). The statement permits fair value remeasurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation; clarifies which interest-only strips and principal-only strips are
not subject to the requirements of Statement 133; establishes a requirement to
evaluate interests in securitized financial assets to identify interests that
are freestanding derivatives or that are hybrid financial instruments that
contain an embedded derivative requiring bifurcation; clarifies that
concentrations of credit risk in the form of subordination are not embedded
derivatives; amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. Statement 155 does not permit prior period restatement. The
statement is effective for all financial instruments acquired or issued after
the beginning of an entity's first fiscal year that begins after September 15,
2006. The Company adopted this statement on January 1, 2007. The impact of
adopting this statement has been immaterial to the Company's consolidated
financial statements.
In April 2006, the FASB issued FSP FIN 46R-6 "Determining the
Variability to be Considered in Applying FASB Interpretation No. 46(R)" ("FSP").
The FSP addresses certain major implementation issues related to FIN 46R,
specifically how a reporting enterprise should determine the variability to be
considered in applying FIN 46R. The FSP is effective as of the beginning of the
first day of the first reporting period beginning after September 15, 2006. The
Company adopted this Statement on January 1, 2007. The impact of adopting this
statement has been immaterial to the Company's consolidated financial
statements.
In June 2006, the FASB issued Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" ("FIN 48"), which is an interpretation of FAS 109.
This interpretation prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. This interpretation is effective for
fiscal years beginning after December 15, 2006. The Company adopted this
interpretation on January 1, 2007. The Company had a cumulative effect of
adopting FIN 48 of $0.8 million, and an adjustment was recorded to retained
earnings upon such adoption. See Note F to the condensed consolidated financial
statements of this report on Form 10-Q for discussion.
In September 2006, the FASB issued FASB Statement No. 157, "Fair Value
Measurements" ("Statement 157"). The statement provides guidance for using fair
value to measure assets and liabilities. The statement provides guidance to
companies about the extent of which to measure assets and liabilities at fair
value, the information used to measure fair value, and the effect of fair value
measurements on earnings. The statement applies whenever other standards require
(or permit) assets or liabilities to be measured at fair value. The statement
does not expand the use of fair value in any new circumstances. The statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007 and for interim periods within those fiscal years. The Company
plans to adopt this statement on January 1, 2008. The impact of adopting
Statement 157 is expected to be immaterial to the Company's consolidated
financial statements.
In September 2006, the SEC released Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (the "SAB"). The SAB
addresses diversity in how companies consider and resolve the quantitative
effect of financial statement misstatements. The SAB is effective as of the
beginning of the first day of the first reporting period beginning after
November 15, 2006. The Company adopted this SAB on January 1, 2007. The impact
of adopting this SAB has been immaterial to the Company's consolidated financial
statements.
In February 2007, the FASB issued FAS No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities - Including an Amendment of FASB
Statement No. 115," ("Statement 159"), which provides companies with an option
23
to report selected financial assets and liabilities at fair value. The
standard's objective is to reduce both the complexity in accounting for
financial instruments and the volatility in earnings caused by measuring related
assets and liabilities differently. Statement 159 also establishes presentation
and disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. This statement is effective as of the beginning of an entity's
first fiscal year beginning after November 15, 2007. Early adoption is permitted
as of the beginning of the previous fiscal year provided that the entity makes
that choice in the first 120 days of that fiscal year and also elects to apply
the provisions of Statement 157. The Company plans to adopt this statement on
January 1, 2008. The impact of adopting Statement 159 is expected to be
immaterial to the Company's consolidated financial statements.
Item 4. Controls and Procedures
Management, with the participation of the Chief Executive Officer and
under the supervision of the Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures, as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as of December 31, 2006. In conducting
the aforementioned evaluation and assessment, management identified two material
weaknesses in internal control over financial reporting relating to (i) the
reporting of individual assets and liabilities of certain proprietary investment
accounts in accordance with U.S. generally accepted accounting principles and
(ii) the evaluation of and accounting for certain non-routine transactions in
accordance with U.S. generally accepted accounting principles, as further
described Item 9A (b) of the Company's Form 10-K. These deficiencies were
identified during the course of the 2006 audit. Accordingly, because of these
material weaknesses, management concluded that the Company's disclosure controls
and procedures were not effective, with respect to these items, as of December
31, 2006.
As a result of the first material weakness, the Company restated its
December 31, 2005 consolidated financial statements, included in Item 8 of the
Company's Form 10-K, to properly reflect these proprietary investments. This
first material weakness also resulted in errors in the Company's interim
consolidated financial statements for the periods ended March 31, 2006, June 30,
2006, and September 30, 2006. In April 2007, the Company restated its
consolidated financial statements for each of the above interim periods.
Based upon the evaluation described above, management concluded that,
as of December 31, 2006, the Company did not maintain effective internal control
over financial reporting because of the effect of the material weaknesses
described above.
However, subsequent to December 31, 2006, we have taken steps to
strengthen our disclosure controls, procedures and internal controls over
financial reporting. These steps were taken to strengthen our processes relating
to the material weaknesses discussed above. Specifically, we have implemented
the following internal control improvements:
o With regard to the first material weakness, we have implemented a new
procedure to review the accounting treatment for all proprietary
investments on a regular basis. We have also worked with the personnel in
our operations and accounting areas who are responsible for the accounting
for these proprietary investments to ensure that appropriate procedures are
in place to more closely monitor proprietary investments.
o With regard to the second material weakness, we have formalized the process
for identifying and evaluating non-routine and/or non-recurring
transactions to ensure that the revised procedures will detect such
transactions on a timely basis and ensure adequate evaluation for
conformity with U.S. generally accepted accounting principles. We are in
the process of hiring personnel in the accounting area to insure that we
have the capacity to fully evaluate all accounting for non-routine and/or
non-recurring transactions. This process is expected to be fully
implemented in the first half of 2007.
As of March 31, 2007, the Chief Executive Officer and the Interim
Chief Financial Officer concluded that the disclosure controls and procedures
are effective in ensuring that all material information required to be filed in
this quarterly report has been made known to them in a timely fashion. There
have been no significant changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date the Chief
Executive Officer and the Interim Chief Financial Officer completed their
evaluation.
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Forward-Looking Information
Our disclosure and analysis in this report contain some forward-looking
statements. 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. 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 our Form 10-K and other public filings. 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.
25
Part II: Other Information
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of
Equity Securities
The following table provides information with respect to the shares of
common stock we repurchased during the three months ended March 31,
2007:
(c) Total (d) Maximum
Number of Number of
Shares Shares
Repurchased That May
(b) Average as Part of Yet Be
(a) Total Price Paid Publicly Purchased
Number of Per Share, Announced Under the
Shares net of Plans or Plans or
Period Repurchased Commissions Programs Programs
------------------ ------------ ------------- ------------ -----------
GBL
1/01/07 - 1/31/07 900 $ 37.73 900 1,046,861
2/01/07 - 2/28/07 14,100 $38.80 14,100 1,032,761
3/01/07 - 3/31/07 43,600 $40.86 43,600 989,161
------------ ------------
Totals 58,600 58,600
============ ============
Item 6. (a) Exhibits
4.1 Fifth Amendment to the Note Purchase Agreement dated as
of April 18, 2007. (Incorporated by reference to
Exhibit 99.1 of the Company's Report on Form 8-K dated
April 23, 2007.)
4.2 $50 Million Convertible Promissory Note. (Incorporated
by reference to Exhibit 99.2 of the Company's Report on
Form 8-K dated April 23, 2007.)
31.1 Certification by Chief Executive Officer Pursuant to
Rule 13a-14 (a) and 15d-14 (a) as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification by Interim Chief Financial Officer
Pursuant to Rule 13a-14 (a) and 15d-14 (a) as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
32.2 Certification of Interim Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GAMCO INVESTORS, INC.
----------------------------
(Registrant)
May 10, 2007 /s/ John C. Ferrara
------------ ---------------------------------
Date John C. Ferrara
Interim Chief Financial Officer
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