0001060349-19-000020.txt : 20191108 0001060349-19-000020.hdr.sgml : 20191108 20191108161157 ACCESSION NUMBER: 0001060349-19-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191108 DATE AS OF CHANGE: 20191108 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14761 FILM NUMBER: 191204184 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 8-K 1 gbl8k11082019.htm FORM 8-K, DATED NOVEMBER 8, 2019

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________________________________________________________________________________________________________
FORM 8-K
 _____________________________________________________________________________________________________________________________________________
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) November 8, 2019
 
 _____________________________________________________________________________________________________________________________________________
GAMCO INVESTORS, INC.
(Exact name of Registrant as Specified in Its Charter)
 _____________________________________________________________________________________________________________________________________________
Delaware
 
1-14761
 
13-4007862
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 

191 Mason Street, Greenwich, CT
One Corporate Center, Rye, NY
 
 
 

06830
10580
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
Registrant's Telephone Number, Including Area Code:     (203) 629-2726

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________________________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
 
Class A Common Stock, .001 par value
 
GBL
 
New York Stock Exchange
 
 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
    Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
____________________________________________________________________________________________________________________________________________



 
 
Item 2.02.
 
Results of Operations and Financial Condition.

  The following information is furnished pursuant to Item 2.02, "Results of Operations and Financials Condition."
 
  
  OnNovember 8, 2019, GAMCO Investors, Inc. ("GAMCO") announced its results of operations for the quarter ended September 30, 2019.  A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.
 
  The information furnished under Item 2.02, including the exhibit attached hereto, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.
 

 
 
 
Item 9.01.

Financial Statements and Exhibits.

  (d)    Exhibits
 

 Exhibit
 
 
 Number
 
 Description
 99.1
 
 GAMCO's Press Release, dated November 8, 2019
 
 
Exhibit Index
 
 Exhibit
 
 
 Number
 
 Description
 99.1
 
 GAMCO's Press Release, dated November 8, 2019

  
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 hereunto duly authorized.
 
GAMCO Investors, Inc.
 
By: /s/ Kieran Caterina
 
Kieran Caterina
Senior Vice President and Principal Financial Officer
 
Date:November 8, 2019








EX-99.1 2 gblex99111082019.htm EXHIBIT 99.1, DATED NOVEMBER 8, 2019

Exhibit 99.1


 
For Immediate Release:
 
Contact:
 
Howard Green
 
 
SVP of Corporate Development
 
 
(914) 921-7729
 
 
 
 
 
For further information please visit
 
 
www.gabelli.com

GAMCO Investors, Inc. Reports Third Quarter 2019 Earnings


-
Net income of $13.6 million
-
Diluted earnings of $0.50 per share
-
September 30, 2019 AUM of $35.7 billion
-
Our “Giving Back” program continued with shareholder designated contributions totaling an estimated $4.5 million bringing total contributions to approximately $57 million

Rye, New York, November 8, 2019 – GAMCO Investors, Inc. (“GAMCO”) (NYSE: GBL) today reported its operating results for the quarter ended September 30, 2019.

Past and Future - Giving Back to Society

Generating returns for our stakeholders is not the sole gauge we use in measuring our success.  Since the inception of GAMCO’s shareholder designated charitable contribution (“SDCC”) program in 2013, shareholders have designated contributions of approximately $27 million to over 150 501(c)(3) initiatives.  Most recently, the SDCC approved by our board of directors in August 2019 will provide an estimated $4.5 million to shareholder designated 501(c)(3) organizations.  This program underscores our commitment to managing socially responsible portfolios since 1987.  More recently, the socially responsible mandates have evolved to include integrating ESG (environmental, social, and governance) factors into the analysis of companies and the structuring of portfolios.

Including the current year’s SDCC, approximately $57 million will have been donated to charities by GAMCO, including through our SDCC program, since our initial public offering (“IPO”) in February 1999.

1

 
Financial Highlights (Unaudited)
                 
 
 
Three Months Ended
 
(In thousands, except per share data)
 
September 30, 2019
   
June 30,
2019
   
September 30, 2018
 
 
                 
U.S. GAAP Basis
                 
Revenues
 
$
75,345
   
$
76,407
   
$
85,788
 
Operating income
   
29,568
     
26,760
     
51,700
 
Net income
   
13,626
     
24,017
     
35,016
 
Diluted earnings per common share (a) (b)
 
$
0.50
 
 
$
0.88
   
$
1.22
 
Weighted average diluted shares outstanding
   
27,093
     
27,413
     
28,739
 
Shares outstanding
   
27,548
     
27,743
     
29,066
 
 
                       
Assets Under Management
                       
AUM - average (in millions)
 
$
35,997
   
$
37,011
   
$
41,037
 
AUM - end of period (in millions)
   
35,692
     
36,924
     
40,646
 
                         
(a) CEO waivers of compensation bolstered earnings by $0.12 per share in the September 30, 2019 quarter and $0.47 per share in the September 30, 2018 quarter.
(b) Reflects $0.11 per share reduction to earnings from the shareholder designated charitable contribution of $4.5 million in the September 30, 2019 quarter and $0.02 per share reduction to earnings from the $0.7 million contribution in the September 30, 2018 quarter.
 

Revenues

-
Total revenues for the third quarter of 2019 were $75.3 million compared with $85.8 million in the third quarter of 2018.

-
Investment advisory fees were $67.0 million in the third quarter of 2019 versus $75.9 million in the third quarter of 2018.
-
Open-end and closed-end fund revenues were $43.8 million compared to $50.0 million in the third quarter of 2018.
-
Institutional and Private Wealth Management revenues, which are generally billed on portfolio values at the beginning of the quarter, were $21.5 million in the third quarter of 2019 compared to $24.3 million in the third quarter of 2018.
-
SICAV revenues were $1.7 million in the third quarter of 2019 versus $1.6 million in the third quarter of 2018.

-
Distribution fees from our open-end equity funds and other income were $8.3 million for the third quarter of 2019 versus $9.9 million for the third quarter of 2018.

2

Operating Income

Operating income was $29.6 million in the third quarter of 2019 versus $51.7 million for the third quarter of 2018 which were bolstered by $4.3 million and $17.8 million, respectively, of waivers of CEO compensation.  Amortization of deferred compensation, which includes the change in GBL share price, a non-cash charge, reduced pretax profits by $3.6 million in the third quarter of 2019 and by $0.2 million in the third quarter of 2018.

Non-Operating Income

Mark to market investment losses were $5.7 million in the third quarter of 2019 versus $3.8 million in losses in the third quarter of 2018.  Interest expense in the third quarter of 2019 was $0.7 million versus $0.8 million in the third quarter of 2018. 

In addition, during the third quarter of 2019, we accrued $4.5 million for the recently announced shareholder designated charitable contribution of $0.20 per share.

Income Taxes

The Company’s effective tax rate for the quarter ended September 30, 2019 was 27.1% versus 24.6% for the quarter ended September 30, 2018.

Business Highlights

-
On July 11, 2019 GAMCO hosted a conference on Rule 852(b)(6), the Dynamics and Implications for the Fund Industry.  Industry participants and members from the academic community covered a number of topics including “heartbeat trades” and innovations in the active ETF market.

-
On August 6, 2019, our Board of Directors authorized an additional $0.20 per share charitable contribution for registered holders and expect that we will donate $4.5 million to charities as a result.  Shareholders have until November 15th to register their shares with our transfer agent to qualify for the contribution.

-
On August 29, 2019, the Company announced that Dennis J. DeCore was named Managing Director of Gabelli Fund’s ETF business.  Gabelli Funds is a licensee of the Precidian Investments ActiveShares, the first non-transparent, actively-managed ETF.

-
On September 26, 2019, the Company announced that the board of trustees of The Gabelli Dividend & Income Trust (NYSE: GDV) approved a transferable rights offering.  The rights offering will expire on November 15, 2019, unless extended.  If fully subscribed, the rights offering will raise approximately $150 million for the fund.

-
On November 4-5, 2019, we co-sponsored our 43rd Annual Automotive Symposium in Las Vegas, Nevada.  The meeting featured presentations by senior management of several leading automotive companies with an emphasis on industry dynamics, technical innovation, EV, and macroeconomic trends.

3

-
On November 22, 2019, Gabelli Funds and Columbia Business School’s Healthcare and Pharmaceutical Management Program will be co-hosting a symposium at the Paley Center for Media entitled Healthcare at a Crossroads: What’s the Path Forward?  The symposium topics include the impact of the 2020 election on healthcare access and coverage, drug pricing, and leveraging data and technology to transform care.

Balance Sheet

We ended the quarter with cash and investments of $118.5 million, debt of $24.2 million, and $33.9 million of deferred compensation payable, net of tax.

Returns to Shareholders

We paid $0.6 million in dividends during the third quarter of 2019 and purchased 193,743 shares at an average price of $19.55 per share, or $3.8 million in total.  Since our IPO in February 1999, we have returned $2.0 billion to shareholders consisting of $1.0 billion of spin-offs (valued at the time of the spin-offs), $495.0 million in the form of dividends, and $498.3 million through stock buybacks of approximately 12.5 million shares.

On November 8, 2019, GAMCO’s board of directors declared a regular quarterly dividend of $0.02 per share, which is payable on December 31, 2019 to class A and class B shareholders of record on December 17, 2019.

About GAMCO Investors, Inc.

GAMCO Investors, Inc., through its subsidiaries, manages open-end funds and closed-end funds (Gabelli Funds, LLC) and private advisory accounts (GAMCO Asset Management Inc.).

Table I: Assets Under Management and Fund Flows - 3rd Quarter 2019 (in millions)
       
 
                   
Fund
       
 
       
Market
         
distributions,
       
 
 
June 30,
   
appreciation/
   
Net cash
   
net of
   
September 30,
 
 
 
2019
   
(depreciation)
   
flows
   
reinvestments
   
2019
 
Equities:
                             
Open-end Funds
 
$
11,016
   
$
31
   
$
(461
)
 
$
(18
)
 
$
10,568
 
Closed-end Funds
   
7,646
     
(36
)
   
(4
)
   
(130
)
   
7,476
 
Institutional & PWM (a)
   
15,332
     
(240
)
   
(933
)
   
-
     
14,159
 
SICAV
   
538
     
(17
)
   
29
     
-
     
550
 
Total Equities
   
34,532
     
(262
)
   
(1,369
)
   
(148
)
   
32,753
 
Fixed Income:
                                       
100% U.S. Treasury Fund
   
2,375
     
14
     
532
     
-
     
2,921
 
Institutional & PWM
   
17
     
1
     
-
     
-
     
18
 
Total Fixed Income
   
2,392
     
15
     
532
     
-
     
2,939
 
Total Assets Under Management
 
$
36,924
   
$
(247
)
 
$
(837
)
 
$
(148
)
 
$
35,692
 
 
                                       
(a) Includes $252 and $237 of 100% U.S. Treasury Fund AUM at June 30, 2019 and September 30, 2019, respectively.
         
 
                                       

4

Table II
                       
GAMCO INVESTORS, INC.
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
(In thousands, except per share data)
 
 
                       
 
 
Three Months Ended
   
Nine Months Ended
 
 
 
September 30,
   
September 30,
 
 
 
2019
   
2018
   
2019
   
2018
 
 
                       
Investment advisory and incentive fees
 
$
67,015
   
$
75,934
   
$
200,893
   
$
230,616
 
Distribution fees and other income
   
8,330
     
9,854
     
25,195
     
29,862
 
Total revenues
   
75,345
     
85,788
     
226,088
     
260,478
 
 
                               
Compensation costs (a)
   
29,800
     
17,562
     
90,363
     
72,464
 
Management fee expense (a)
   
2,144
     
1,449
     
8,302
     
7,565
 
Distribution costs
   
8,271
     
9,819
     
25,546
     
29,875
 
Other operating expenses
   
5,562
     
5,258
     
16,936
     
16,245
 
Total expenses
   
45,777
     
34,088
     
141,147
     
126,149
 
 
                               
Operating income
   
29,568
     
51,700
     
84,941
     
134,329
 
 
                               
Investment income / (loss)
   
(5,718
)
   
(3,797
)
   
(910
)
   
(6,541
)
Interest expense
   
(652
)
   
(759
)
   
(1,962
)
   
(2,881
)
Shareholder-designated contribution
   
(4,500
)
   
(708
)
   
(4,500
)
   
(884
)
Non-operating income / (loss)
   
(10,870
)
   
(5,264
)
   
(7,372
)
   
(10,306
)
 
                               
Income before income taxes
   
18,698
     
46,436
     
77,569
     
124,023
 
Provision for income taxes
   
5,072
     
11,420
     
20,034
     
30,164
 
Net income
 
$
13,626
   
$
35,016
   
$
57,535
   
$
93,859
 
 
                               
Net income:
                               
Basic
 
$
0.50
   
$
1.22
   
$
2.08
   
$
3.26
 
Diluted
 
$
0.50
   
$
1.22
   
$
2.08
   
$
3.26
 
 
                               
Weighted average shares outstanding:
                               
Basic
   
26,987
     
28,677
     
27,612
     
28,789
 
Diluted
   
27,093
     
28,739
     
27,676
     
28,824
 
 
                               
Actual shares outstanding (b)
   
27,548
     
29,066
     
27,548
     
29,066
 
 
                               
(a) CEO waiver reduced compensation costs by $3,678, $14,439, $15,856, and $33,552, respectively and
 
management fee expense by $602, $3,345, $2,291, and $7,986, respectively.
                 
(b) Includes 674, 434, 674, and 434 of RSAs, respectively.
                         
 
                               
5

Table III
           
GAMCO INVESTORS, INC.
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(In thousands, except per share data)
 
 
           
 
 
September 30,
   
December 31,
 
 
 
2019
   
2018
 
 
           
ASSETS
           
Cash and cash equivalents
 
$
86,179
   
$
41,202
 
Investments in securities
   
32,322
     
33,789
 
Receivable from brokers
   
4,574
     
3,423
 
Other receivables
   
28,896
     
31,135
 
Deferred tax asset and income tax receivable
   
17,305
     
15,001
 
Other assets
   
10,219
     
10,062
 
  Total assets
 
$
179,495
   
$
134,612
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Payable to brokers
 
$
3
   
$
112
 
Income taxes payable and deferred tax liabilities
   
2,314
     
2,388
 
Compensation payable (a)
   
79,841
     
60,408
 
Accrued expenses and other liabilities
   
40,433
     
37,926
 
Sub-total
   
122,591
     
100,834
 
5.875% Senior Notes (due June 1, 2021)
   
24,186
     
24,168
 
Total liabilities
   
146,777
     
125,002
 
 
               
Stockholders' equity
   
32,718
     
9,610
 
 
               
Total liabilities and stockholders' equity
 
$
179,495
   
$
134,612
 
 
               
(a) Excludes $2.8 million and $11.3 million of Deferred Cash Compensation Agreements ("DCCAs") expense
 
that is not yet recorded under GAAP as of September 30, 2019 and December 31, 2018, respectively.
 
 
               

6

Non-GAAP information and reconciliation:

Management believes the use of non-GAAP measures provides relevant information to allow investors to view operating trends, perform analytical comparisons and benchmark performance between periods for its core operating results.  Management uses non-GAAP measures in its financial, investing and operational decision-making process, for internal reporting and as part of its forecasting and budgeting processes.  GAMCO’s calculation of non-GAAP measures may not be comparable to other companies due to potential differences between companies in the method of calculation.  Non-GAAP measures should not be considered a substitute for related U.S. GAAP measures.

The following tables reconcile the U.S. GAAP basis amounts, as reported, to the non-GAAP measures:

 
 
Three Months Ended
 
(Unaudited)
(In thousands, except per share data)
 
September 30, 2019
   
June 30,
2019
   
September 30, 2018
 
 
                 
Net income, U.S. GAAP basis
 
$
13,626
   
$
24,017
   
$
35,016
 
Impact of DCCAs on expenses and taxes (a):
                       
Compensation costs
   
2,568
     
(603
)
   
(1,267
)
Management fee expense
   
1,030
     
1,030
     
1,449
 
Provision for income taxes
   
(864
)
   
(102
)
   
(45
)
Total impact of DCCAs on expenses and taxes
   
2,734
     
325
     
137
 
Net income, as adjusted
 
$
16,360
   
$
24,342
   
$
35,153
 
 
                       
Per fully diluted share:
                       
Net income, U.S. GAAP basis
 
$
0.50
   
$
0.88
   
$
1.22
 
Impact of DCCAs
 
$
0.10
 
 
$
0.01
   
$
-
 
Net income, as adjusted
 
$
0.60
   
$
0.89
   
$
1.22
 
 
                       
(a) The non-GAAP adjustments relate to multiple DCCAs.
                 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The financial results set forth in this press release are preliminary. Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  Forward-looking statements convey 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, the economy, the effects of the Tax Cuts and Jobs Act, and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe.  Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

7

Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements.  Some of the factors that could cause our actual results to differ from our expectations or beliefs include a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, a general downturn in the economy that negatively impacts our operations, and the ongoing impacts of the Tax Cuts and Jobs Act with respect to tax rates and the non-deductibility of certain portions of named executive officer compensation. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors contained in our Annual Report on Form 10-K and other public filings.  Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.

8