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FORM 10-K/A GAMCO Investors, Inc. - Gabelli

FORM 10-K/A GAMCO Investors, Inc. - Gabelli

FORM 10-K/A GAMCO Investors, Inc. - Gabelli

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A. Significant Accounting Policies<br />

Basis of Presentation<br />

<strong>GAMCO</strong> <strong>Investors</strong>, <strong>Inc</strong>. (“GBL” or the “Company”) was incorporated in April 1998 in the state of New York, with no significant assets or liabilities and did not engage in any<br />

substantial business activities prior to the initial public offering (“Offering”) of our shares. On February 9, 1999, we exchanged 24 million shares of our class B common stock,<br />

representing all of our then issued and outstanding common stock, with <strong>Gabelli</strong> Funds, <strong>Inc</strong>. (“GFI”) and two of its subsidiaries in consideration for substantially all of the operating<br />

assets and liabilities of GFI, relating to its institutional and retail asset management, mutual fund advisory, underwriting and brokerage business (the “Reorganization”). GBL<br />

distributed net assets and liabilities, principally a proprietary investment portfolio, of approximately $165 million, including cash of $18 million, which has been recorded for<br />

accounting purposes as a deemed distribution to GFI. GFI, which was renamed <strong>Gabelli</strong> Group Capital Partners, <strong>Inc</strong>. in 1999, is the parent of GBL and was renamed GGCP, <strong>Inc</strong>.<br />

(“GGCP”) during 2005.<br />

On February 17, 1999, we completed our sale of 6 million shares of class A common stock in the Offering and received proceeds, after fees and expenses, of approximately $96<br />

million. Immediately after the Offering, GFI owned 80% of the outstanding common stock of GBL and as of December 31, 2006 their ownership is 72.3%. In addition, with the<br />

completion of the Offering, we became a “C” Corporation for federal and state income tax purposes and are subject to substantially higher income tax rates. Our corporate name<br />

change to <strong>GAMCO</strong> <strong>Investors</strong>, <strong>Inc</strong>. became effective August 29, 2005.<br />

The accompanying consolidated financial statements include the assets, liabilities and earnings of:<br />

· GBL; and<br />

· Our wholly-owned subsidiaries: <strong>Gabelli</strong> Funds, LLC (“Funds Advisor”), <strong>GAMCO</strong> Asset Management <strong>Inc</strong>. (“<strong>GAMCO</strong>”), <strong>GAMCO</strong> Asset Management (UK) Limited,<br />

<strong>Gabelli</strong> Fixed <strong>Inc</strong>ome, <strong>Inc</strong>. (“Fixed <strong>Inc</strong>ome”) and its subsidiaries;<br />

· Our majority-owned or majority-controlled subsidiaries: <strong>Gabelli</strong> Securities, <strong>Inc</strong>. (“GSI”) and its subsidiaries and <strong>Gabelli</strong> Advisers, <strong>Inc</strong>. (“Advisers”); and<br />

· Certain investment partnerships and offshore funds in which we have a direct or indirect controlling financial interest as required by the Financial Accounting Standards Board<br />

(“FASB”) Interpretation No. 46R (“FIN 46R”) and Emerging Issue Task Force 04-5 (“EITF 04-5”). Please see Note C included herein.<br />

At December 31, 2004, 2005 and 2006, we owned approximately 92% of GSI and had a 51% voting interest in Advisers (41% economic interest.) The consolidated financial<br />

statements comprise the financial statements of GBL and its subsidiaries as of December 31 of each year. The financial statements of the subsidiaries are prepared for the same<br />

reporting year as the parent company, using consistent accounting policies. All significant intercompany transactions and balances have been eliminated. Subsidiaries are fully<br />

consolidated from the date of acquisition, being the date on which GBL obtains control, and continue to be consolidated until the date that such control ceases.<br />

Use of Estimates<br />

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions<br />

that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.<br />

Nature of Operations<br />

<strong>GAMCO</strong>, Funds Advisor, <strong>Gabelli</strong> Fixed <strong>Inc</strong>ome LLC (“Fixed <strong>Inc</strong>ome LLC”), a wholly-owned subsidiary of Fixed <strong>Inc</strong>ome, Advisers and GSI (effective January 19, 2006) are<br />

registered investment advisors under the Investment Advisers Act of 1940. <strong>Gabelli</strong> & Company, <strong>Inc</strong>. (“<strong>Gabelli</strong> & Company”), a wholly-owned subsidiary of GSI is a registered<br />

broker-dealer with the Securities and Exchange Commission (“SEC”) and is a member of the National Association of Securities Dealers, <strong>Inc</strong>. (“NASD”). <strong>Gabelli</strong> & Company acts<br />

as an introducing broker, and all transactions for its customers are cleared through the New York Stock Exchange (“NYSE”) member firms on a fully-disclosed basis. Accordingly,<br />

open customer transactions are not reflected in the accompanying consolidated statements of financial condition. <strong>Gabelli</strong> & Company is exposed to credit losses on these open<br />

positions in the event of nonperformance by its customers, pursuant to conditions of its clearing agreements with its clearing brokers. This exposure is reduced by the clearing<br />

brokers' policy of obtaining and maintaining adequate collateral and credit of the counterparties until the open transaction is completed.<br />

F-<strong>10</strong>

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