GAMCO Investors, Inc. Reports Record Second Quarter Results

·	Assets under Management Rise to a Record $49.4 Billion

·	Second Quarter Earnings $1.13 per diluted share

Rye, New York, July 24, 2014 – GAMCO Investors, Inc. ("GAMCO") (NYSE: GBL) today reported its 2014 second quarter results including revenues of $108.3 million, net income of $29.0 million and earnings of $1.13 per diluted share.  On a comparable basis, revenues were $92.3 million, net income was $27.9 million, and earnings were $1.09 per diluted share in the second quarter of 2013.

Assets under Management ("AUM") rose to a record $49.4 billion, up almost $2 billion from the $47.6 billion at March 31, 2014 and up 22.0% from $40.5 billion at June 30, 2013.

For the first half of 2014 the Company generated revenues of $212.8 million, net income of $56.9 million and earnings of $2.22 per diluted share, an increase of 13.3% from earnings of $1.96 per diluted share in the first half of 2013.

Financial Highlights			Q2				Q2							YTD				YTD
($'s in 000's except AUM and per share data)			2013				2014				%D				2013				2014				%D
AUM - end of period (in millions)		$	40,478			$	49,377				22.0	%		$	40,478			$	49,377				22.0	%
AUM - average (in millions)			40,331				48,132				19.3				39,389				47,556				20.7
Revenues			92,290				108,296				17.3				178,471				212,773				19.2
Operating income before management fee (a)			36,630				42,681				16.5				71,337				83,908				17.6
Operating margin before management fee			39.7	%			39.4	%							40.0	%			39.4	%
Other income/(expense), net			11,852				8,921								17,000				15,014
Income before income taxes			43,636				46,458				6.5				79,511				89,050				12.0
Effective tax rate			36.0	%			36.9	%							36.4	%			35.7	%
Net income			27,893				28,950				3.8				50,438				56,904				12.8
Net income per share (b)		$	1.09			$	1.13				3.7	%		$	1.96			$	2.22				13.3	%
Shares outstanding at June 30			25,630				25,899								25,630				25,899

  (a) See GAAP to non-GAAP reconciliation on page 11.

  (b) After a $0.11 per fully diluted share charge in the first quarter 2013 for our shareholder-designated charitable contribution program.

 

 

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Assets Under Management

Total firm AUM increased to a record $49.4 billion at June 30, 2014, up $1.8 billion from the first quarter of 2014 and $8.9 billion from June 30, 2013.  Average AUM were $48.1 billion, an increase of 19.3% from $40.3 billion in the comparable 2013 quarter.  Our second quarter 2014 increase was due to market appreciation of $2.0 billion partially offset by net outflows of $47 million and open- and closed-end fund net distributions of $150 million.

AUM in the open-end equity funds increased almost $1 billion during the second quarter to $18.5 billion, 5.6% ahead of the previous quarter end and 30.4% higher than the year earlier period.  Net inflows into our open-end equity funds totaled $241 million, excluding net distributions of $32 million.  Market appreciation during the second quarter of 2014 added $768 million.

 

Solid performance enabled our closed-end funds to climb 12.7% to AUM of $7.2 billion on June 30, 2014 from the $6.4 billion on June 30, 2013 and 3.7% from the $7.0 billion on March 31, 2014.  During the twelve month period ended on June 30, 2014 there were $487 million of distributions from all closed-end funds.  For the second quarter of 2014, market appreciation was $366 million, offset by $118 million of distributions from all closed-end funds, net of reinvestments.

Institutional and private wealth management AUM at June 30, 2014 was $20.9 billion, 3.0% higher than March 31, 2014 AUM of $20.3 billion and 20.8% higher than the comparable 2013 period end.  Average AUM in the institutional and private wealth management accounts were $20.4 billion, 19.3% higher than the prior year quarter.

AUM in our investment partnerships' rose to $897 million on June 30, 2014 from $865 million on March 31, 2014 from a combination of net inflows of $15 million and market appreciation of $17 million.

Revenues

-	Total revenues for the second quarter of 2014 were $108.3 million, up 17.4% from $92.3 million in the prior year.  Year over year revenue growth was supported by a 22.0% increase in total firm AUM, paced by a 30.4% increase in our open-end equity funds.

-

Investment advisory and incentive fees were $90.2 million in the second quarter of 2014, an increase of $12.8 million or 16.4% from the comparable 2013 quarter.  Revenues were generally driven by growth in average AUM in our open- and closed-end funds and higher billable assets in our institutional and private wealth management accounts.  Incentive fees earned during the 2014 quarter totaled $0.5 million versus $2.1 million in the second quarter of 2013.

-	Distribution fees from our open-end funds and other income were $15.8 million for the second quarter 2014, an increase of $3.3 million, or 25.9%, from the prior year quarter of $12.5 million.

 

-	Our institutional research services revenues were $2.4 million in the second quarter 2014 versus $2.3 million in the prior year period.

 

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Operating Income – Second Quarter

Operating income, which is net of management fee expense, increased 17.9% or $5.7 million to $37.5 million in the second quarter of 2014 versus $31.8 million in the prior year period.  The operating margin rose to 34.7% in the second quarter of 2014 versus 34.4% in the comparable prior year period.  Operating margin improved largely due to the lower management fee resulting from the decreased non-operating other income and partially offset by higher stock compensation costs as compared to the prior year quarter.  The Company issued RSAs during the second half of 2013 resulting in a $1.7 million increase in stock compensation costs in the 2014 quarter versus the prior year quarter.  Management fee expense, which is incentive based and entirely variable, is based on pre-tax income and is impacted by changes in both operating and non-operating income.

Operating income before management fee was $42.7 million in the second quarter 2014 versus $36.6 million in the second quarter 2013.  Operating margin before management fee declined to 39.4% versus 39.7% in the second quarter of 2013 due to the higher stock compensation costs in the current year period.  Management believes evaluating operating income before management fee is an important measure in analyzing the Company's operating results.  Further information regarding Non-GAAP measures is included in Notes on Non-GAAP Financial Measures and Table VII included elsewhere herein.

Other income (expense)

Other income/(expense), net, was $8.9 million in the 2014 quarter versus $11.9 million in the second quarter of 2013.  Gains from investments in mutual funds, alternative investment products and proprietary accounts were $9.7 million in the 2014 quarter versus $12.1 million in the second quarter of 2013.  Dividend and interest income totaled $1.3 million, down from $2.5 million in the prior year period.  The decrease in interest expense to $2.0 million in the 2014 second quarter versus $2.8 million in the prior year quarter was due to the repayment of the Company's $99 million 5.5% senior notes on May 15, 2013.

Income Taxes

The second quarter 2014 effective tax rate ("ETR") was 36.9% compared to 36.0% in the 2013 quarter as the prior year quarter benefitted from the reversal of certain state tax accruals.  We expect the ETR for the remainder of the year to more closely track our prior year ETR of 36.1%.

Business and Investment Highlights

-

On April 15, 2014, the shareholders of The Gabelli Dividend & Income Trust (NYSE: GDV) approved the spin-off of a $100 million closed-end investment company, The Gabelli Global Small and Mid Cap Value Trust (NYSE: GGZ) from GDV.  GGZ, our 11th closed-end fund, will seek long-term growth of capital by investing at least 80% of its total assets, under normal market conditions, in equity securities of companies with small or medium-sized market capitalizations and at least 40% of its total assets in the equity securities of companies located outside the United States and in at least three countries.

 

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-	In May 2014, Gabelli & Company hosted its 8th annual Omaha research trip in conjunction with the Berkshire Hathaway Annual Meeting as well as its 6th annual Movie & Entertainment Conference.

-

At our 29th GAMCO client conference held at the Pierre Hotel in New York City on May 16th we inducted three new members into our GAMCO Management Hall of Fame.  The inductees were: Carl Icahn of Icahn Enterprises, Colleen Brown of Fisher Communications and Matthew Shattock of Beam Inc.  Additionally, we named Professor Ravi Jagannathan of the Kellogg School of Management at Northwestern University and William E. Simon, Jr. Co-Chairman of William E. Simon & Sons and visiting Professor at the UCLA Anderson School of Management as the 2014 recipients of the Graham & Dodd, Murray, Greenwald Prize for Value Investing.

-	In the May 26, 2014 issue of Pensions & Investments Report on the Largest Money Managers-Worldwide Institutional Assets Under Management, GAMCO was ranked #167 for the year ended December 31, 2013 up from #175 for the year ended December 31, 2012.

-	In July 2014, The Gabelli Healthcare & WellnessRx Trust (NYSE: GRX) and the Gabelli Multimedia Trust (NYSE: GGT) completed rights offerings raising $44 million and $54 million, respectively, of new equity.  Both offerings were heavily over-subscribed.

-	Gabelli Funds was an underwriter of the exhibition of Italian master portraitist, Parmigianino's the "Turkish Slave" at the Frick Collection in New York.

Balance Sheet

We ended the quarter with cash and investments of $681.8 million, debt of $111.8 million ($113.2 million face value) and equity attributable to GAMCO shareholders of $494.4 million.  We have $400 million available on our universal shelf registration.  Together with earnings from operations, the shelf provides us with flexibility to do acquisitions, lift-outs, seed new investment strategies, and co-invest, as well as fund shareholder compensation including, share repurchases and dividends.

Shareholder Compensation

During the quarter ended June 30, 2014, we returned $9.7 million of our earnings to shareholders through dividends and stock repurchases.  We repurchased 103,528 shares at an average price of $77.76 per share through our stock buyback program, for a total investment of $8.1 million. We returned $1.6 million through cash dividends.

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NOTES ON NON-GAAP FINANCIAL MEASURES

 

       

		2nd Quarter								YTD June
		2013				2014				2013				2014
Operating income before management fee		$	36,630			$	42,681			$	71,337			$	83,908
Management fee expense			(3,667	)			(4,252	)			(7,126	)			(8,371	)
Tax expense			(11,878	)			(14,174	)			(23,354	)			(26,933	)
Noncontrolling interest expense			91				87				177				166
Operating income (after management fee and taxes)			21,176				24,342				41,034				48,770
Per fully diluted share		$	0.83			$	0.95			$	1.59			$	1.90
Other income, net		$	11,852			$	8,921			$	17,000			$	15,014
Management fee expense			(1,179	)			(892	)			(1,700	)			(1,501	)
Tax expense			(3,846	)			(2,961	)			(5,565	)			(4,818	)
Noncontrolling interest (expense)/benefit			(110	)			(460	)			(331	)			(561	)
Other income, net (after management fee and taxes)		$	6,717			$	4,608			$	9,404			$	8,134
Per fully diluted share		$	0.26			$	0.18			$	0.37			$	0.32
Net income per fully diluted share		$	1.09			$	1.13			$	1.96			$	2.22
Diluted weighted average shares outstanding			25,689				25,585				25,723				25,634

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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

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 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.

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. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors  contained in our 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.

 

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The Company reported Assets Under Management as follows (in millions):
Table I: Fund Flows - 2nd Quarter 2014
														Fund
						Market								distributions,
		March 31,				appreciation/				Net cash				net of				June 30,
		2014				(depreciation)				flows				reinvestments				2014
Equities:
Open-end Funds		$	17,531			$	768			$	241			$	(32	)		$	18,508
Closed-end Funds			6,967				366				9				(118	)			7,224
Institutional & PWM - direct			16,403				735				(197	)			-				16,941
Institutional & PWM - sub-advisory			3,822				132				(71	)			-				3,883
Investment Partnerships			865				17				15				-				897
SICAV (a)			91				1				2				-				94
Total Equities			45,679				2,019				(1	)			(150	)			47,547
Fixed Income:
Money-Market Fund			1,812				-				(46	)			-				1,766
Institutional & PWM			64				-				-				-				64
Total Fixed Income			1,876				-				(46	)			-				1,830
Total Assets Under Management		$	47,555			$	2,019			$	(47	)		$	(150	)		$	49,377

The Company reported Assets Under Management as follows (in millions):
Table II: Fund Flows - Six Months ended June 30, 2014
														Fund
						Market								distributions,
		December 31,				appreciation/				Net cash				net of				June 30,
		2013				(depreciation)				flows				reinvestments				2014
Equities:
Open-end Funds		$	17,078			$	997			$	495			$	(62	)		$	18,508
Closed-end Funds			6,945				506				4				(231	)			7,224
Institutional & PWM - direct			16,486				929				(474	)			-				16,941
Institutional & PWM - sub-advisory			3,797				184				(98	)			-				3,883
Investment Partnerships			811				24				62				-				897
SICAV (a)			96				2				(4	)			-				94
Total Equities			45,213				2,642				(15	)			(293	)			47,547
Fixed Income:
Money-Market Fund			1,735				-				31				-				1,766
Institutional & PWM			62				-				2				-				64
Total Fixed Income			1,797				-				33				-				1,830
Total Assets Under Management		$	47,010			$	2,642			$	18			$	(293	)		$	49,377

 

 

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Table III: Assets Under Management
		June 30,				June 30,				%
		2013				2014				Inc.(Dec.)
Equities:
Open-end Funds		$	14,188			$	18,508				30.4	%
Closed-end Funds			6,409				7,224				12.7
Institutional & PWM - direct			14,069				16,941				20.4
Institutional & PWM - sub-advisory			3,185				3,883				21.9
Investment Partnerships			778				897				15.3
SICAV (a)			93				94				1.1
Total Equities			38,722				47,547				22.8
Fixed Income:
Money-Market Fund			1,689				1,766				4.6
Institutional & PWM			67				64				(4.5	)
Total Fixed Income			1,756				1,830				4.2
Total Assets Under Management		$	40,478			$	49,377				22.0	%

Table IV: Assets Under Management by Quarter
																							%D
			6/13				9/13				12/13				3/14				6/14				6/13				3/14
Equities:
Open-end Funds		$	14,188			$	15,581			$	17,078			$	17,531			$	18,508				30.4	%			5.6	%
Closed-end Funds			6,409				6,721				6,945				6,967				7,224				12.7				3.7
Institutional & PWM - direct			14,069				15,026				16,486				16,403				16,941				20.4				3.3
Institutional & PWM - sub-advisory			3,185				3,503				3,797				3,822				3,883				21.9				1.6
Investment Partnerships			778				805				811				865				897				15.3				3.7
SICAV (a)			93				94				96				91				94				1.1				3.3
Total Equities			38,722				41,730				45,213				45,679				47,547				22.8				4.1
Fixed Income:
Money-Market Fund			1,689				1,714				1,735				1,812				1,766				4.6				(2.5	)
Institutional & PWM			67				63				62				64				64				(4.5	)			-
Total Fixed Income			1,756				1,777				1,797				1,876				1,830				4.2				(2.5	)
Total Assets Under Management		$	40,478			$	43,507			$	47,010			$	47,555			$	49,377				22.0	%			3.8	%
(a) Includes $90 million, $92 million, $94 million, $88 million and $77 million of proprietary seed capital at June 30, 2013,
September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014, respectively.

 

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Table V
GAMCO INVESTORS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
		For the Quarter Ended June 30,
										% Inc.
		2013				2014				(Dec.)
Investment advisory and incentive fees		$	77,443			$	90,156				16.4	%
Distribution fees and other income			12,522				15,767				25.9
Institutional research services			2,325				2,373				2.1
Total revenues			92,290				108,296				17.3
Compensation costs			37,759				44,045				16.6
Distribution costs			11,871				15,023				26.6
Other operating expenses			6,030				6,547				8.6
Total expenses			55,660				65,615				17.9
Operating income before management fee			36,630				42,681				16.5
Investment income			14,648				11,076
Interest expense			(2,796	)			(2,021	)
Shareholder-designated contribution			-				(134	)
Other income, net			11,852				8,921
Income before management fee and income taxes			48,482				51,602				6.4
Management fee expense			4,846				5,144
Income before income taxes			43,636				46,458				6.5
Income tax expense			15,724				17,135
Net income			27,912				29,323				5.1
Net income attributable to noncontrolling interests			19				373
Net income attributable to GAMCO Investors, Inc.		$	27,893			$	28,950				3.8
Net income per share attributable to GAMCO Investors, Inc.:
Basic		$	1.09			$	1.14				4.6
Diluted		$	1.09			$	1.13				3.7
Weighted average shares outstanding:
Basic			25,679				25,381				(1.2	)
Diluted			25,689				25,586				(0.4	)
Actual shares outstanding (a)			25,630				25,899				1.0	%
Notes:
(a) Includes 0 and 564,250 of RSAs, respectively.
See GAAP to non-GAAP reconciliation on page 11.

 

 

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Table VI
GAMCO INVESTORS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
		For the Six Months Ended June 30,
										% Inc.
		2013				2014				(Dec.)
Investment advisory and incentive fees		$	150,050			$	177,953				18.6	%
Distribution fees and other income			23,875				30,640				28.3
Institutional research services			4,546				4,180				(8.1	)
Total revenues			178,471				212,773				19.2
Compensation costs			73,411				87,942				19.8
Distribution costs			22,881				28,986				26.7
Other operating expenses			10,842				11,937				10.1
Total expenses			107,134				128,865				20.3
Operating income before management fee			71,337				83,908				17.6
Investment income			28,284				19,161
Interest expense			(6,284	)			(4,013	)
Shareholder-designated contribution			(5,000	)			(134	)
Other income, net			17,000				15,014
Income before management fee and income taxes			88,337				98,922				12.0
Management fee expense			8,826				9,872
Income before income taxes			79,511				89,050				12.0
Income tax expense			28,919				31,751
Net income			50,592				57,299				13.3
Net income attributable to noncontrolling interests			154				395
Net income attributable to GAMCO Investors, Inc.		$	50,438			$	56,904				12.8
Net income per share attributable to GAMCO Investors, Inc.:
Basic		$	1.96			$	2.24				14.3
Diluted		$	1.96			$	2.22				13.3
Weighted average shares outstanding:
Basic			25,710				25,431				(1.1	)
Diluted			25,723				25,635				(0.3	)
Actual shares outstanding (a)			25,630				25,899				1.0	%
Notes:
(a) Includes 0 and 564,250 of RSAs, respectively.
See GAAP to non-GAAP reconciliation on page 11.

 

 

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Table VII
GAMCO INVESTORS, INC.
UNAUDITED QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
		2013																				2014
		1st				2nd				3rd				4th								1st				2nd
		Quarter				Quarter				Quarter				Quarter				Full Year				Quarter				Quarter
Income Statement Data:
Revenues		$	86,181			$	92,290			$	96,377			$	122,714			$	397,562			$	104,477			$	108,296
Expenses			51,474				55,660				58,020				71,167				236,321				63,250				65,615
Operating income before
management fee			34,707				36,630				38,357				51,547				161,241				41,227				42,681
Investment income/(loss)			13,636				14,648				20,468				13,524				62,276				8,085				11,076
Interest expense			(3,488	)			(2,796	)			(2,164	)			(2,063	)			(10,511	)			(1,992	)			(2,021	)
Shareholder-designated contribution			(5,000	)			-				(313	)			(5,313	)			(10,626	)			-				(134	)
Other income/(expense), net			5,148				11,852				17,991				6,148				41,139				6,093				8,921
Income before management
fee and income taxes			39,855				48,482				56,348				57,695				202,380				47,320				51,602
Management fee expense			3,980				4,846				5,629				4,374				18,829				4,728				5,144
Income before income taxes			35,875				43,636				50,719				53,321				183,551				42,592				46,458
Income tax expense			13,195				15,724				17,515				19,752				66,186				14,616				17,135
Net income			22,680				27,912				33,204				33,569				117,365				27,976				29,323
Net income/(loss) attributable
to noncontrolling interests			135				19				106				252				512				22				373
Net income attributable to
GAMCO Investors, Inc.		$	22,545			$	27,893			$	33,098			$	33,317			$	116,853			$	27,954			$	28,950
Net income per share
attributable to GAMCO
Investors, Inc.:
Basic		$	0.88			$	1.09			$	1.29			$	1.30			$	4.56			$	1.10			$	1.14
Diluted		$	0.88			$	1.09			$	1.29			$	1.29			$	4.54			$	1.09			$	1.13
Weighted average shares outstanding:
Basic			25,742				25,679				25,625				25,567				26,283				25,481				25,381
Diluted			25,758				25,689				25,700				25,733				26,436				25,684				25,586
Reconciliation of non-GAAP
financial measures to GAAP:
Operating income before
management fee		$	34,707			$	36,630			$	38,357			$	51,547			$	161,241			$	41,227			$	42,681
Deduct: management fee expense			3,980				4,846				5,629				4,374				18,829				4,728				5,144
Operating income		$	30,727			$	31,784			$	32,728			$	47,173			$	142,412			$	36,499			$	37,537
Operating margin before
management fee			40.3	%			39.7	%			39.8	%			42.0	%			40.6	%			39.5	%			39.4	%
Operating margin after
management fee			35.7	%			34.4	%			34.0	%			38.4	%			35.8	%			34.9	%			34.7	%

 

 

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Table VIII
GAMCO INVESTORS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share data)
		June 30,				December 31,				June 30,
		2013				2013				2014
ASSETS
Cash and cash equivalents		$	222,776			$	210,451			$	307,490
Investments (a)			367,315				371,262				374,283
Receivable from brokers			39,669				49,461				58,945
Other receivables			35,722				60,390				43,875
Income tax receivable			413				445				1,077
Other assets			17,606				17,476				19,132
Total assets		$	683,501			$	709,485			$	804,802
LIABILITIES AND EQUITY
Payable to brokers		$	14,986			$	10,765			$	19,859
Income taxes payable and deferred tax liabilities			27,864				39,846				31,029
Compensation payable			59,643				34,663				68,908
Securities sold short, not yet purchased			7,598				6,178				14,329
Accrued expenses and other liabilities			38,170				39,189				38,823
Sub-total			148,261				130,641				172,948
5.875% Senior notes (due June 1, 2021)			100,000				100,000				100,000
0% Subordinated Debentures (due December 31, 2015) (b)			17,028				11,911				11,813
Total debt			117,028				111,911				111,813
Total liabilities			265,289				242,552				284,761
Redeemable noncontrolling interests			7,021				6,751				22,806
GAMCO Investors, Inc.'s stockholders' equity			408,413				457,331				494,418
Noncontrolling interests			2,778				2,851				2,817
Total equity			411,191				460,182				497,235
Total liabilities and equity		$	683,501			$	709,485			$	804,802
(a) Includes investments in sponsored registered investment companies of $52.3 million, $44.0 million and $40.8 million, respectively.
(b) The 0% Subordinated Debentures due December 31, 2015 have a face value of $20.5 million, $13.8 million and $13.2 million, respectively.

 

 

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