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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, 2002
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 1-106
GABELLI ASSET MANAGEMENT INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
New York 13-4007862
------------------------------ ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Corporate Center, Rye, New York 10580
-------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(914)921-3700
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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 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, 2002
----- -----------------------------
Class A Common Stock, .001 par value 6,769,941
Class B Common Stock, .001 par value 23,450,000
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INDEX
GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
- -----------------------------
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations:
Three months ended March 31, 2001 and 2002
Condensed Consolidated Statements of Financial Condition:
March 31, 2002
December 31, 2001 (Audited)
Condensed Consolidated Statements of Cash Flows:
Three months ended March 31, 2001 and 2002
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Including Quantitative and
Qualitative Disclosures about Market Risk)
PART II. OTHER INFORMATION
- --------------------------
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In thousands, except per share data)
THREE MONTHS ENDED
MARCH 31,
-------------------------
2001 2002
-------- --------
REVENUES
Investment advisory and incentive fees .......... $ 48,187 $ 48,860
Commissions ..................................... 4,387 3,931
Distribution fees and other income .............. 5,770 5,241
-------- --------
Total revenues ............................... 58,344 58,032
EXPENSES
Compensation and related costs .................. 23,113 22,430
Management fee .................................. 2,793 2,748
Other operating expenses ........................ 8,437 7,485
-------- --------
Total expenses ............................... 34,343 32,663
Operating income .................................. 24,001 25,369
OTHER INCOME (EXPENSE)
Net gain from investments ....................... 434 714
Interest and dividend income .................... 1,633 1,379
Interest expense ................................ (931) (2,728)
-------- --------
Total other income (expense), net ............ 1,136 (635)
-------- --------
Income before income taxes and minority interest .. 25,137 24,734
Income tax provision ............................ 9,703 9,300
Minority interest ............................... 538 45
-------- --------
Net income ................................... $ 14,896 $ 15,389
======== ========
Net income per share:
Basic ........................................... $ 0.50 $ 0.51
======== ========
Diluted ......................................... $ 0.50 $ 0.51
======== ========
Weighted average shares outstanding:
Basic ........................................... 29,507 29,941
======== ========
Diluted ......................................... 29,839 32,164
======== ========
See accompanying notes.
3
GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands)
December 31, March 31,
2001 2002
-------- --------
(Unaudited)
ASSETS
Cash and cash equivalents ......................... $305,447 $364,085
Investments in securities ......................... 56,293 56,666
Investments in partnerships and affiliates ........ 65,838 61,373
Receivable from brokers ........................... 36 2,023
Investment advisory fees receivable ............... 14,651 18,551
Income tax receivable ............................. -- 10,879
Deferred income taxes, net ........................ 18,661 --
Other assets ...................................... 25,468 28,123
-------- --------
Total assets ................................. $486,394 $541,700
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Note payable ...................................... $ 50,000 $ --
Income taxes payable .............................. 4,733 973
Capital lease obligation .......................... 3,492 3,478
Payable to brokers ................................ 8,554 2,700
Compensation payable .............................. 21,183 25,859
Accrued expenses and other liabilities ............ 15,524 16,185
-------- --------
Total liabilities ............................ 103,486 49,195
Convertible note payable .......................... 100,000 100,000
Mandatory convertible securities .................. -- 90,000
Minority interest ................................. 7,611 7,383
Stockholders' equity .............................. 275,297 295,122
-------- --------
Total liabilities and stockholders' equity ........ $486,394 $541,700
======== ========
See accompanying notes.
4
GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
THREE MONTHS ENDED
MARCH 31,
---------------------------
2001 2002
--------- ---------
OPERATING ACTIVITIES
Net income .............................................. $ 14,896 $ 15,389
Adjustments to reconcile net income to net cash provided
by operating activities:
Equity in earnings of partnerships and affiliates ....... (963) (266)
Depreciation and amortization ........................... 185 212
Deferred income tax asset ............................... (276) 18,661
Tax benefit from exercise of stock options .............. -- 3,813
Minority interest in net income of consolidated
subsidiaries ......................................... 539 45
Realized losses on available for sale securities ........ -- 18
(Increase) decrease in operating assets:
Investments in securities ............................ 8,676 (161)
Investment advisory fees receivable .................. 1,234 (3,900)
Receivables from affiliates .......................... 1,598 1,379
Other receivables .................................... 134 (480)
Receivable from brokers .............................. (925) (1,987)
Income tax receivable ................................ -- (10,879)
Other assets ......................................... (14) (3,765)
Increase (decrease) in operating liabilities:
Payable to brokers ................................... -- (5,854)
Income taxes payable ................................. 5,020 (3,841)
Compensation payable ................................. 503 5,246
Accrued expenses and other liabilities ............... 1,100 (1,705)
--------- ---------
Total adjustments ....................................... 16,811 (3,464)
--------- ---------
Net cash provided by operating activities ............... 31,707 11,925
--------- ---------
INVESTING ACTIVITIES
Purchases of available for sale securities .............. -- (102)
Proceeds from sales of available for sale securities .... -- 102
Distributions from partnerships and affiliates .......... 7,014 10,971
Investments in partnerships and affiliates .............. (1,400) (6,240)
--------- ---------
Net cash provided by investing activities ............... 5,614 4,731
--------- ---------
FINANCING ACTIVITIES
Purchase of minority stockholders' interest ............. (39) (273)
Proceeds from issuance of Mandatory convertible
securities ............................................. -- 87,952
Repayment of note payable ............................... -- (50,000)
Proceeds from exercise of stock options ................. -- 7,897
Purchase of treasury stock .............................. (855) (3,594)
--------- ---------
Net cash(used in)provided by financing activities ....... (894) 41,982
--------- ---------
Net increase in cash and cash equivalents ............... 36,427 58,638
Cash and cash equivalents at beginning of period ........ 69,271 305,447
--------- ---------
Cash and cash equivalents at end of period .............. $ 105,698 $ 364,085
========= =========
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY
Net present value of forward purchase contract .......... $ -- $ 2,353
========= =========
See accompanying notes.
5
GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
(UNAUDITED)
A. BASIS OF PRESENTATION
The unaudited interim condensed consolidated financial statements of
Gabelli Asset Management Inc. ("the Company") included herein have been prepared
in conformity with accounting principles generally accepted in the United States
for interim financial information and Rule 10-01 of Regulation S-X. Accordingly,
they do not include all the information and footnotes required by generally
accepted accounting principles 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 nature, necessary for a
fair presentation of financial position, results of operations and cash flows of
the Company 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.
These financial statements should be read in conjunction with the Company's
audited consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2001, from which the
accompanying Statement of Financial Condition was derived.
Certain items previously reported have been reclassified to conform to the
current year's financial statement presentation.
B. 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
balance sheet date. A substantial portion of investments in securities are held
for resale in anticipation of short-term market movements and classified as
trading securities. Available for sale investments are stated at fair value,
with any unrealized gains or losses, net of deferred taxes, reported as a
component of stockholders' equity.
At March 31, 2002 the market value of investments available for sale was
$6.9 million. The change in market value, net of taxes, of $42,000 has been
included in stockholders' equity.
Proceeds from sales of investments available for sale were approximately
$0.1 million for the period ended March 31, 2002. Gross gains on the sale of
investments available for sale amounted to $1,000; gross losses on the sale of
investments available for sale amounted to $19,000.
6
C. 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) 2001 2002
------- -------
Basic:
Net income .................................. $14,896 $15,389
======= =======
Average shares outstanding .................. 29,507 29,941
======= =======
Basic net income per share .................. $ 0.50 $ 0.51
======= =======
Diluted:
Net income .................................. $14,896 $15,389
Add interest expense on convertible note, net
of management fee and taxes .............. -- 913
------- -------
Total ....................................... $14,896 $16,302
======= =======
Average shares outstanding .................. 29,507 29,941
Dilutive stock options ...................... 332 336
Assumed conversion of convertible note ...... -- 1,887
------- -------
Total ....................................... 29,839 32,164
======= =======
Diluted net income per share ................ $ 0.50 $ 0.51
======= =======
D. MANDATORY CONVERTIBLE SECURITIES ("FELINE PRIDES")
On February 6, 2002 the Company completed its public offering of 3.6
million mandatory convertible debt securities ("FELINE PRIDES"). Each FELINE
PRIDE initially consists of a unit referred to as an Income PRIDE that includes
(a) a purchase contract under which the holder will purchase shares of the
Company's Class A Common Stock on February 17, 2005 and (b) senior notes due
February 17, 2007 with a principal amount of $25 per share. The notes pay
interest quarterly at a rate of 6% per year, which rate is expected to be reset
on or about November 17, 2004. Each purchase contract obligates its holder to
purchase, on February 17, 2005, newly issued shares of the Company's Class A
Common Stock. The total number of shares to be issued will be between 1.9
million and 2.3 million, subject to adjustment in certain circumstances with the
number of shares to be determined based upon the average trading price of Common
Stock over a period preceding that date. In connection with the offering the
Company received $90 million before underwriting and other expenses of
approximately $3.1 million. For accounting purposes the net present value of the
purchase contract adjustments and their related offering costs have been
recorded as a reduction to additional paid in capital. Costs incurred in
connection with the issuance of the senior notes are capitalized as deferred
financing costs and amortized as an adjustment to interest expense over the term
of the notes.
E. STOCKHOLDERS' EQUITY
STOCK REPURCHASE PROGRAM
In 1999 the Board of Directors established the Stock Repurchase Program
through which the Company had been authorized to purchase up to $9 million of
the Company's Class A Common Stock. The Company completed the Stock Repurchase
Program during the first quarter of 2001 and on March 2, 2001 the Board of
Directors authorized the repurchase of an additional $3 million of its Class A
Common Stock. On September 17, 2001 the Board of Directors raised the amount
authorized to repurchase shares to $10 million. During the first quarter of
2002, the Company repurchased 93,157 shares at an average cost of $38.56 per
share bringing the total shares repurchased under the program to 666,057 at an
average cost of $22.02 per share.
7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Gabelli Asset Management Inc. (the "Company") is a widely recognized
provider of investment advisory and brokerage services to mutual fund,
institutional and high net worth investors in the United States and
internationally. We generally manage assets on a discretionary basis and invest
in a wide variety of U.S. and international securities through various
investment styles.
The Company's revenues are largely based on the level of assets under
management in its business as well as the level of fees associated with its
various investment products. Growth in revenues generally depends on good
investment performance and the ability to attract additional investors while
maintaining current fee levels. The Company's largest source of revenues is
investment advisory fees which are based on the amount of assets under
management in its Mutual Funds and Separate Accounts business. Revenues derived
from the equity oriented portfolios generally have higher management fee rates
than fixed income portfolios.
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
THREE MONTHS ENDED MARCH 31, 2002 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2001
Consolidated Results - Three Months Ended March 31:
(unaudited; in thousands, except per share data)
------------------------------------------------
2001 2002 %CHANGE
-------- -------- -------
Revenues ............................................. $ 58,344 $ 58,032 (0.5)
Expenses ............................................. 34,343 32,663 (4.9)
-------- --------
Operating income ..................................... 24,001 25,369 5.7
Net investment income ................................ 2,067 2,093
Interest expense ..................................... (931) (2,728)
-------- --------
Total other income (expense), net .................... 1,136 (635)
-------- --------
Income before taxes and minority interest ............ 25,137 24,734 (1.6)
Income tax provision ................................. 9,703 9,300
Minority interest .................................... 538 45
-------- --------
Net income ........................................... $ 14,896 $ 15,389 3.3
======== ========
Net income per share:
Basic ............................................. $ 0.50 $ 0.51 2.0
======== ========
Diluted ........................................... $ 0.50 $ 0.51 2.0
======== ========
Included in income before taxes and minority interest:
Depreciation and amortization ........................ $ 185 $ 212
Adjusted EBITDA(a) ................................... $ 26,253 $ 27,674
(a) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation
and amortization and minority interest.
8
Total revenues were $58.0 million in the first quarter of 2002 versus $58.3
million, in the first quarter of 2001.
Investment advisory and incentive fees, which comprise 84% of total
revenues, were $48.9 million in the first quarter of 2002, $0.7 million or 1.4%
higher than the $48.2 million reported in the first quarter of 2001. The growth
in investment advisory and incentive fees was driven by increased revenues from
our GAMCO institutional and high net worth business. GAMCO fees, which are
billed based on asset levels at the beginning of a quarter, rose $2.7 million or
14.6% in the 2002 quarter as compared to the first quarter of 2001. This
increase was largely offset by a 7%, or $1.6 million, decline in revenues from
open-end equity mutual funds. Average assets under management in open-end equity
funds during the first quarter of 2002 was $8.3 billion, 7.9% below the prior
year's first quarter average of $9.0 billion. At March 31, 2002 assets in
open-end equity funds were $8.6 billion, 3.7% higher than the prior year quarter
end balance of $8.3 billion.
Commissions were $3.9 million in the first quarter of 2002, a decrease of
10% from $4.4 million in the same period a year earlier largely due to lower
overall trading volume.
Distribution fees and other income were $5.2 million in the first quarter
of 2002 versus $5.8 million in the first quarter of 2001. The decrease in
distribution fees results from the decline in average assets managed in open-end
equity mutual funds, which generate distribution fees under 12b-1 compensation
plans.
Total expenses were $32.7 million in the first quarter of 2002, a 5%
decrease from total expenses of $34.3 million reported in the first quarter of
2001. Total expenses declined as a percentage of total revenues to 56.3% in 2002
from 58.9% in the prior year quarter. Compensation and related costs, which are
largely variable in nature, were $22.4 million, 3% lower than the same period a
year earlier. The decrease in compensation was principally due to lower
incentive compensation accruals. Management fee expense, which is totally
variable and based on pretax income, was $2.7 million in the first quarter of
2002 versus $2.8 million in the first quarter of 2001. Other operating expenses
were $7.5 million in the first quarter of 2002 an 11% reduction from the $8.4
million reported in the first quarter of 2001. Lower mutual fund administration
and distribution costs comprised the largest component of expense reductions.
Interest expense increased $1.8 million to $2.7 million in the first
quarter of 2002 from $0.9 million in the first quarter of 2001. The increase
reflects the issuance of two convertible securities, in August 2001 and February
2002, with proceeds totaling $190 million and is offset by the repayment of a
$50 million note in the beginning of the 2002 quarter. Earnings from the firm's
cash and investments were $2.1 million in the first quarter of both 2002 and
2001 as higher average balances in the firm's investment accounts in 2002 were
offset by lower interest rates.
The estimated effective tax rate for the first quarter of 2002 was 37.6%,
down from 38.6% in calendar 2001. Minority interest was lower as a result of the
share exchange program, completed in August 2001, through which we increased our
ownership in Gabelli Securities, Inc. to 92% from 77%.
9
LIQUIDITY AND CAPITAL RESOURCES
The Company's assets are primarily liquid, consisting mainly of cash, short
term investments, securities held for investment purposes and investments in
partnerships in which the Company is a general or limited partner. Investments
in partnerships are generally illiquid, however, the underlying investments in
such partnerships are generally liquid and the valuations of the investment
partnerships reflect this underlying liquidity.
Summary cash flow data is as follows:
Three Months Ended
March 31,
--------------------
2001 2002
-------- --------
(in thousands)
Cash flows provided by (used in):
Operating activities $ 31,707 $ 11,925
Investing activities 5,614 4,731
Financing activities (894) 41,982
-------- --------
Increase 36,427 58,638
Cash and cash equivalents at beginning of period 69,271 305,447
-------- --------
Cash and cash equivalents at end of period $105,698 $364,085
======== ========
Cash requirements and liquidity needs have historically been met through
cash generated by operating activities and through the Company's borrowing
capacity. During the first quarter of 2002 Moodys Investors Services issued an
investment grade rating to the Company. Together with a prior rating from
Standard & Poors Rating Services the Company now possesses investment grade
ratings from two large, well respected ratings agencies. The addition of
investment grade ratings serves to expand our ability to attract both public and
private capital. In February 2002, the Company completed a $90 million offering
of 3.6 million mandatory convertible debt securities. Total debt, consisting of
a $100 million convertible note and the $90 million mandatory convertible debt
securities, totaled $190 million at March 31, 2002. At March 31, 2002, the
Company had cash and cash equivalents of $364.1 million, an increase of $58.6
million from December 31, 2001.
Cash provided by operating activities was $11.9 million in the first
quarter of 2002 principally resulting from $15.4 million in net income and
offset by changes in other assets and liabilities. Cash provided by operating
activities was $31.7 million in the first quarter of 2001 principally resulting
from $14.9 million in net income and decreases in investments in securities and
various receivables of $8.7 million and $2.0 million, respectively.
Cash provided by investing activities, related to investments in and
distributions from partnerships and affiliates, was $4.7 million and $5.6
million in the first quarter of 2002 and 2001, respectively.
Cash provided by financing activities in the first quarter of 2002 was
$42.0 million. The increase in cash results from the issuance of $90 million of
mandatory convertible debt securities before offering expenses and $7.9 million
from the exercise of stock options less the repayment of a $50 million note
payable and $3.6 million used to repurchase 93,157 shares of our Class A Common
Stock under the Company's Stock Repurchase Program. The exercise of
non-qualified stock options and the repayment of the note payable during the
first quarter of 2002 will generate cash tax savings of $3.8 million and $19.8
million, respectively, which has been included in income tax receivable. Cash
used in financing activities in the first quarter of 2001 was $0.9 million,
primarily from the purchase of treasury stock.
Based upon the Company's current level of operations and its anticipated
growth, the Company expects that its current cash balances plus cash flows from
operating activities and its borrowing capacity will be sufficient to finance
its working capital needs for the foreseeable future. The Company has no
material commitments for capital expenditures.
10
Gabelli & Company is registered with the 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
$250,000. At March 31, 2002, Gabelli & Company had net capital, as defined, of
approximately $10.9 million exceeding the regulatory requirement by
approximately $10.7 million. Regulatory net capital requirements increase when
Gabelli & Company is involved in underwriting activities.
MARKET RISK
The Company is 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. The Company's
exposure to market risk is directly related to its role as financial
intermediary and advisor for assets under management in its mutual funds,
institutional and separate accounts business and its proprietary trading
activities. At March 31, 2002, the Company's primary market risk exposure was
for changes in equity prices and interest rates. Included in investments in
securities of $56.7 million at March 31, 2002 were investments in Treasury Bills
and Notes of $3.5 million, in mutual funds, largely invested in equity products,
of $39.2 million, a diverse selection of common stocks totaling $12.6 million
and other investments of approximately $1.4 million. Investments in mutual funds
generally lower market risk through the diversification of financial instruments
within their portfolio. In addition, the Company may alter its investment
holdings from time to time in response to changes in market risks and other
factors considered appropriate by management. Approximately $7.2 million of the
$12.6 million invested in common stocks at March 31, 2002, represents the
Company's participation in risk arbitrage opportunities in connection with
mergers, consolidations, acquisitions, tender offers or other similar
transactions. These transactions involve announced deals with agreed upon terms
and conditions, including pricing, which generally 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.
The Company's exposure to interest rate risk results, principally, from its
investment of excess cash in government obligations. These investments are
primarily short term in nature and the fair value of these investments generally
approximates market value. The Company's revenues are largely driven by the
market value of its assets under management and are therefore exposed to
fluctuations in market prices. Investment advisory fees for mutual funds are
based on average daily asset values. Management fees earned on institutional and
high-net-worth separate accounts, for any given quarter, are 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 result
in a relative increase or decrease in revenues for the following quarter.
RECENT ACCOUNTING DEVELOPMENTS
In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and
SFAS No. 142 "Goodwill and Other Intangible Assets." SFAS 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method. Under SFAS 142, intangible assets with indefinite lives and
goodwill will no longer be required to be amortized. Instead, these assets will
be evaluated annually for impairment. The Company adopted the provisions of SFAS
142 at the beginning of 2002 and the adoption did not have a material impact to
the Company's financial position or its results of operations.
11
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.
12
PART II: OTHER INFORMATION
ITEM 6.
(a) Exhibits
(b) Reports on Form 8-K.
The Company filed the following Current Reports on Form 8-K during the
three months ended March 31, 2002.
1. Current Report on Form 8-K dated February 1, 2002 (filed January
30, 2002) containing the press release disclosing the Company's
operating results for the year ended December 31, 2001.
2. Current Report on Form 8-K dated February 8, 2002 (filed February
4, 2002) announcing the filing of a Prospectus Supplement dated
January 31, 2002, relating to the offering of up to 3,800,000 of
the Company's FELINE PRIDES.
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.
GABELLI ASSET MANAGEMENT INC.
-----------------------------
(Registrant)
Date: May 14, 2002 /s/ Robert S. Zuccaro
------------ -----------------------------------
Robert S. Zuccaro
Vice President and Chief Financial Officer
13