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) May 8, 2020
 
 _____________________________________________________________________________________________________________________________________________
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."
 
  
  On May 8, 2020, GAMCO Investors, Inc. ("GAMCO") announced its results of operations for the quarter ended March 31, 2020.  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
 
 GAMCO's Press Release, dated May 8, 2020
 
 
Exhibit Index
 
 Exhibit
 
 
 Number
 
 Description
 
 GAMCO's Press Release, dated May 8, 2020

  
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:May 8, 2020









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 Results for the First Quarter 2020

-
First quarter net income was $11.2 million vs. $19.9 million a year ago
-
Fully diluted first quarter earnings were $0.42 per share versus $0.70 per share a year ago
-
March 31, 2020 AUM was $27.5 billion
Rye, New York, May 8, 2020 – GAMCO Investors, Inc. (“GAMCO”) (NYSE: GBL) today reported its operating results for the quarter ended March 31, 2020.
As world leaders focused on the unprecedented human and economic challenges of COVID-19, global equity markets plunged as the coronavirus pandemic spread. In March, the unfolding events led to the worst month for stocks since 2008 and the worst first quarter since 1937.
For our part, (y)our team is observing social distancing guidelines and remains fully operational and focused, with teammates in the office on a rotating schedule. Over the years we have invested in technology and infrastructure that allow teammates to work remotely in anticipation of the need to invest seamlessly from remote locations.

Past and Future - Giving Back to Society

Since the inception of GAMCO’s shareholder designated charitable contribution (“SDCC”) program in 2013, shareholders have designated contributions of over $31 million to over 280 501(c)(3) initiatives, including $4.5 million paid in 2020. This program underscores our commitment to managing socially responsible portfolios since 1987, which has evolved to include integrating ESG (environmental, social, and governance) factors into the analysis of companies and the structuring of portfolios.

Approximately $57 million has been donated to charities by GAMCO, including through our SDCC program, since our initial public offering in February 1999.

1

First Quarter Results

Financial Highlights (Unaudited)
           
 
 
Three Months Ended
 
(In thousands, except per share data)
 
March 31, 2020
   
March 31, 2019
 
 
           
U.S. GAAP Basis
           
Revenues
 
$
69,567
   
$
74,336
 
Operating income
   
25,320
     
28,613
 
Net income
   
11,245
     
19,892
 
Diluted earnings per common share (a)
 
$
0.42
   
$
0.70
 
Weighted average diluted shares outstanding
   
26,770
     
28,539
 
Shares outstanding
   
27,705
     
28,853
 
 
               
Assets Under Management
               
AUM - average (in millions)
 
$
33,589
   
$
36,837
 
AUM - end of period (in millions)
   
27,505
     
37,273
 
                 
(a) CEO waiver of compensation bolstered earnings by $0.36 per share in the
 
       March 31, 2019 quarter.
 
           

Revenues

-
Total revenues for the first quarter of 2020 were $69.6 million compared with $74.3 million in the first quarter of 2019.

-
Investment advisory fees were $62.3 million in the first quarter of 2020 versus $65.9 million in the first quarter of 2019:

-
Gabelli Funds’ revenues were $40.7 million compared to $43.6 million in the first quarter of 2019.

-
Institutional and Private Wealth Management revenues, which are generally billed on portfolio values at the beginning of the quarter, were $20.0 million compared to $20.8 million in the year ago quarter.

-
SICAV revenues were $1.6 million versus $1.5 million in last year’s first quarter.

-
Distribution fees from our equity mutual funds and other income were $7.3 million for the quarter versus $8.4 million in 2019.

Operating Income

For the quarter, operating income was $25.3 million versus $28.6 million in the year ago quarter. In the year ago quarter, the CEO compensation waiver boosted operating income by $13.9 million. In the current quarter, the change in the share price of GBL aided operating income by $1.4 million versus a $12.6 million drag on operating income a year ago.

2

Non-Operating Income

Mark to market investment losses were $9.7 million in the first quarter of 2020 versus $1.2 million in the first quarter of 2019. Interest expense was $0.6 million in the first quarter of 2020 versus $0.7 million in the first quarter of 2019.

Income Taxes

GAMCO’s effective tax rate for the quarter ended March 31, 2020 was 24.9% versus 25.7% for the quarter ended March 31, 2019.

Business Highlights

-
As a result of the COVID-19 pandemic, the majority of our teammates are working remotely. However, there has been no material impact of remote work arrangements on our operations, including our financial reporting systems, internal control over financial reporting, and disclosure controls and procedures, and there has been no material challenge in implementing our business continuity plan.

-
We distributed $4.5 million under our SDCC Program during 2020, bringing the total distributed through that program to $31.3 million since its inception.

-
Our 30th Annual Pump, Valve & Water Systems Symposium took place on February 27 in New York City. The meeting featured presentations by senior management of several leading industrial companies with an emphasis on industrial and municipal water use and the role of technology.

-
Our 11th Annual Specialty Chemicals Conference was held on March 12.  The virtual meeting featured presentations by several leading specialty chemical companies, with an emphasis on industry dynamics, new technologies, and company fundamentals.

-
On April 2nd, we hosted our 6th Annual Waste & Environmental Services Symposium via webcast.  The timely conference featured presentations by leading companies.


Balance Sheet

GAMCO ended the quarter with cash and investments of $98.7 million and debt of $24.2 million.

Returns to Shareholders

GAMCO paid $0.6 million in dividends during the first quarter of 2020 and purchased 55,093 shares at an average price of $17.16 per share, or $0.9 million in total. Since our initial public offering 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), $496.1 million in the form of dividends, and $502.1 million through stock buybacks of approximately 12.7 million shares.


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On May 5, 2020, GAMCO’s board of directors declared a regular quarterly dividend of $0.02 per share, which is payable on June 30, 2020 to class A and class B shareholders of record on June 16, 2020.

About GAMCO Investors, Inc.

Since inception in 1977, GAMCO has been identified with its research driven approach to equity investing and Private Market Value (PMV) with a CatalystTM investment approach.

GAMCO conducts its investment advisory business principally through two subsidiaries, which are registered investment advisors: Gabelli Funds, LLC (mutual and closed-end funds) and GAMCO Asset Management Inc. (Institutional and Private Wealth Management).

GAMCO provides investment advisory services through 24 mutual funds, 16 closed-end funds, a SICAV and approximately 1,700 institutional and private wealth management accounts, principally in the U.S. The investments are generally in value, growth, gold, utilities, and convertible securities.

Table I: Assets Under Management and Fund Flows - 1st Quarter 2020 (in millions)
       
 
                   
Fund
       
 
       
Market
         
distributions,
       
 
 
December 31,
   
appreciation/
   
Net cash
   
net of
   
March 31,
 
 
 
2019
   
(depreciation)
   
flows
   
reinvestments
   
2020
 
Equities:
                             
Mutual Funds
 
$
10,481
   
$
(2,144
)
 
$
(531
)
 
$
(8
)
 
$
7,798
 
Closed-end Funds
   
8,005
     
(1,723
)
   
(64
)
   
(134
)
   
6,084
 
Institutional & PWM (a)
   
14,565
     
(3,961
)
   
(419
)
   
-
     
10,185
 
SICAV
   
594
     
(57
)
   
(57
)
   
-
     
480
 
Total Equities
   
33,645
     
(7,885
)
   
(1,071)
   
(142
)
   
24,547
 
Fixed Income:
                                       
100% U.S. Treasury Fund
   
2,810
     
10
     
118
     
-
     
2,938
 
Institutional & PWM
   
20
     
-
     
-
     
-
     
20
 
Total Fixed Income
   
2,830
     
10
     
118
     
-
     
2,958
 
Total Assets Under Management
 
$
36,475
   
$
(7,875
)
 
$
(953
)
 
$
(142
)
 
$
27,505
 
 
                                       
(a) Includes $215 and $263 of 100% U.S. Treasury Fund AUM at December 31, 2019 and March 31, 2020, respectively.
         
 
                                       


4


Table II
           
GAMCO INVESTORS, INC.
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
(In thousands, except per share data)
 
 
           
 
 
Three Months Ended
 
 
 
March 31,
 
 
 
2020
   
2019
 
 
           
Investment advisory and incentive fees
 
$
62,273
   
$
65,888
 
Distribution fees and other income
   
7,294
     
8,448
 
Total revenues
   
69,567
     
74,336
 
 
               
Compensation costs (a) (b)
   
29,250
     
30,347
 
Management fee expense (a)
   
1,665
     
1,449
 
Distribution costs
   
7,630
     
8,670
 
Other operating expenses
   
5,702
     
5,257
 
Total expenses
   
44,247
     
45,723
 
 
               
Operating income
   
25,320
     
28,613
 
 
               
Investment loss
   
(9,693
)
   
(1,171
)
Interest expense
   
(647
)
   
(655
)
Non-operating loss
   
(10,340
)
   
(1,826
)
 
               
Income before income taxes
   
14,980
     
26,787
 
Provision for income taxes
   
3,735
     
6,895
 
Net income
 
$
11,245
   
$
19,892
 
 
               
Net income:
               
Basic
 
$
0.42
   
$
0.70
 
Diluted
 
$
0.42
   
$
0.70
 
 
               
Weighted average shares outstanding:
               
Basic
   
26,687
     
28,507
 
Diluted
   
26,770
     
28,539
 
 
               
Actual shares outstanding (c)
   
27,705
     
28,853
 
 
               
(a) For the quarter ended March 31, 2019, the CEO waiver reduced compensation costs and management
 
      fee expense by $12,178 and $1,689, respectively.
               
(b) For the quarter ended March 31, 2020, compensation costs were reduced by $1,409 due to indexing
 
      of deferred compensation to the GBL stock price.
               
(c) Includes 1,041 and 425 of RSAs, respectively.
               


5


Table III
           
GAMCO INVESTORS, INC.
 
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
(In thousands, except per share data)
 
 
           
 
 
March 31,
   
December 31,
 
 
 
2020
   
2019
 
 
           
ASSETS
           
Cash and cash equivalents
 
$
77,834
   
$
86,136
 
Investments in securities
   
20,817
     
34,273
 
Receivable from brokers
   
3,808
     
989
 
Other receivables
   
24,379
     
41,557
 
Deferred tax asset and income tax receivable
   
11,043
     
16,389
 
Other assets
   
9,583
     
10,542
 
  Total assets
 
$
147,464
   
$
189,886
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Income taxes payable and deferred tax liabilities
 
$
219
   
$
757
 
Compensation payable
   
21,291
     
64,279
 
Accrued expenses and other liabilities
   
36,413
     
45,942
 
Sub-total
   
57,923
     
110,978
 
Senior Notes (due June 1, 2021)
   
24,197
     
24,191
 
Total liabilities
   
82,120
     
135,169
 
 
               
Stockholders' equity
   
65,344
     
54,717
 
 
               
Total liabilities and stockholders' equity
 
$
147,464
   
$
189,886
 
 
               


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 table reconciles the U.S. GAAP basis amounts, as reported, to the non-GAAP measures:

 
 
Three Months Ended
 
(Unaudited)                                                                     (In thousands, except per share data)
 
March 31, 2020
   
March 31, 2019
 
 
           
Net income, U.S. GAAP basis
 
$
11,245
   
$
19,892
 
Impact of DCCAs on expenses and taxes (a):
               
Compensation costs
   
(1,409
)
   
11,167
 
Management fee expense
   
-
     
1,449
 
Provision for income taxes
   
349
     
(3,027
)
Total impact of DCCAs on expenses and taxes
   
(1,060
)
   
9,589
 
Net income, as adjusted
 
$
10,185
   
$
29,481
 
 
               
Per fully diluted share:
               
Net income, U.S. GAAP basis
 
$
0.42
   
$
0.70
 
Impact of DCCAs
 
$
(0.04
)
 
$
0.33
 
Net income, as adjusted
 
$
0.38
   
$
1.03
 
 
               
(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 may cause our actual results to differ from our expectations include risks associated with the duration and scope of the ongoing coronavirus pandemic resulting in volatile market conditions, 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