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 June 30, 2001 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 ------------- 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 July 31, 2001 - ----- ----------------------------------- Class A Common Stock, .001 par value 5,604,548 Class B Common Stock, .001 par value 24,000,000
INDEX ----- GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES ---------------------------------------------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Statements of Operations: - Three months ended June 30, 2000 and 2001 - Six months ended June 30, 2000 and 2001 Condensed Consolidated Statements of Financial Condition: - June 30, 2001 - December 31, 2000 (Audited) Condensed Consolidated Statements of Cash Flows: - Six months ended June 30, 2000 and 2001 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 4. Submission of Matters to Vote of Security Holders Item 6. Exhibits and Reports on Form 8-K SIGNATURES
<TABLE> GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED (In thousands, except per share data) <CAPTION> Three Months Ended June 30, --------------------- 2000 2001 -------- -------- Revenues <S> <C> <C> Investment advisory and incentive fees ................ $ 47,468 $ 47,718 Commission revenue .................................... 3,915 3,580 Distribution fees and other income .................... 5,737 5,719 -------- -------- Total revenues ..................................... 57,120 57,017 Expenses Compensation costs .................................... 23,618 22,619 Management fee ........................................ 2,783 2,961 Other operating expenses .............................. 8,577 9,483 -------- -------- Total expenses ..................................... 34,978 35,063 Operating income ........................................ 22,142 21,954 Other income (expense) Net gain from investments ............................. 1,468 2,808 Interest and dividend income .......................... 2,355 2,840 Interest expense ...................................... (925) (956) -------- -------- Total other income, net ............................ 2,898 4,692 -------- -------- Income before income taxes and minority interest ..................................... 25,040 26,646 Income tax provision .................................. 9,916 10,285 Minority interest ..................................... 870 520 -------- -------- Net income .......................................... $ 14,254 $ 15,841 ======== ======== Net income per share: Basic ................................................. $ 0.48 $ 0.54 ======== ======== Diluted ............................................... $ 0.48 $ 0.53 ======== ======== Weighted average shares outstanding: Basic ................................................. 29,589 29,527 ======== ======== Diluted ............................................... 29,877 29,932 ======== ======== </TABLE>
<TABLE> GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED (In thousands, except per share data) <CAPTION> Six Months Ended June 30, --------------------- 2000 2001 -------- --------- Revenues <S> <C> <C> Investment advisory and incentive fees ................ $ 92,657 $ 95,905 Commission revenue .................................... 7,693 7,967 Distribution fees and other income .................... 14,543 11,489 --------- --------- Total revenues ..................................... 114,893 115,361 Expenses Compensation costs .................................... 47,585 45,732 Management fee ........................................ 5,532 5,754 Other operating expenses .............................. 17,001 17,920 --------- --------- Total expenses ..................................... 70,118 69,406 Operating income ........................................ 44,775 45,955 Other income (expense) Net gain from investments ............................. 2,621 3,242 Interest and dividend income .......................... 4,246 4,473 Interest expense ...................................... (1,858) (1,887) --------- --------- Total other income, net ............................ 5,009 5,828 --------- --------- Income before income taxes and minority interest ..................................... 49,784 51,783 Income tax provision .................................. 19,715 19,988 Minority interest ..................................... 1,819 1,058 --------- --------- Net income .......................................... $ 28,250 $ 30,737 ========= ========= Net income per share: Basic ................................................. $ 0.95 $ 1.04 ========= ========= Diluted ............................................... $ 0.95 $ 1.03 ========= ========= Weighted average shares outstanding: Basic ................................................. 29,616 29,517 ========= ========= Diluted ............................................... 29,780 29,887 ========= ========= </TABLE>
<TABLE> GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In thousands) <CAPTION> December 31, June 30, 2000 2001 ---------- ------------ (Unaudited) ASSETS <S> <C> <C> Cash and cash equivalents ........................... $ 69,271 $126,348 Investments in securities ........................... 134,520 119,017 Investments in partnerships and affiliates .......... 56,546 53,882 Receivable from broker .............................. 3,853 1,092 Investment advisory fees receivable ................. 15,307 14,039 Deferred income taxes, net .......................... 19,382 19,580 Other assets ........................................ 18,925 18,233 -------- -------- Total assets ................................... $317,804 $352,191 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Note payable ........................................ 50,000 50,000 Income taxes payable ................................ 7,468 4,786 Capital lease obligation ............................ 3,541 3,518 Compensation payable ................................ 25,670 31,448 Accrued expenses and other liabilities .............. 11,077 11,554 -------- -------- Total liabilities .............................. 97,756 101,306 Minority interest ................................... 17,851 15,435 Stockholders' equity ................................ 202,197 235,450 -------- -------- Total liabilities and stockholders' equity .......... $317,804 $352,191 ======== ======== See accompanying notes. </TABLE>
<TABLE> GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED (In thousands) <CAPTION> Six Months Ended June 30, ----------------------- 2000 2001 ---- ---- Operating activities <S> <C> <C> Net income .............................................. $ 28,250 $ 30,737 Adjustments to reconcile net income to net cash provided by operating activities: Equity in earnings of partnerships and affiliates ....... (3,401) (1,987) Depreciation and amortization ........................... 344 372 Deferred income tax asset ............................... (504) (198) Minority interest in net income of consolidated subsidiaries ......................................... 1,819 1,058 (Increase) decrease in operating assets: Investments in securities ............................ (14,306) 15,503 Investment advisory fees receivable .................. (434) 1,268 Receivables from affiliates .......................... (1,458) 632 Other receivables .................................... 3,693 (184) Receivable from broker ............................... (9,561) 2,761 Other assets ......................................... (1,004) (129) Increase (decrease) in operating liabilities: Payable to broker .................................... (5,637) -- Income taxes payable ................................. (1,115) (2,682) Compensation payable ................................. 17,720 5,778 Accrued expenses and other liabilities ............... 2,839 455 --------- --------- Total adjustments ....................................... (11,005) 22,647 --------- --------- Net cash provided by operating activities ............... 17,245 53,384 --------- --------- Investing activities Distributions from partnerships and affiliates .......... 3,436 7,135 Investments in partnerships and affiliates .............. (15,897) (2,484) --------- --------- Net cash (used in) provided by investing activities ..... (12,461) 4,651 --------- --------- Financing activities Purchase of minority stockholders' interest ............. (90) (106) Purchase of treasury stock .............................. (1,762) (852) --------- --------- Net cash used in financing activities ................... (1,852) (958) --------- --------- Net increase in cash and cash equivalents ............... 2,932 57,077 Cash and cash equivalents at beginning of period ........ 103,032 69,271 --------- --------- Cash and cash equivalents at end of period .............. $ 105,964 $ 126,348 ========= ========= Supplemental disclosure of non-cash financing activity Treasury stock exchanged for subsidiary stock held by minority shareholders ......................... -- $ 3,368 ========= ========= See accompanying notes. </TABLE>
GABELLI ASSET MANAGEMENT INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 (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, 2000, from which the accompanying Statement of Financial Condition was derived. Certain items previously reported have been reclassified to conform with the current year's financial statement presentation. B. Earnings Per Share The computations of basic and diluted net income per share are as follows: <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, (in thousands except per share amounts) 2000 2001 2000 2001 ---- ---- ---- ---- <S> <C> <C> <C> <C> Net income ............................... $14,254 $15,841 $28,250 $30,737 ======= ======= ======= ======= Basic weighted average shares outstanding 29,589 29,527 29,616 29,517 Effect of dilutive stock options ......... 288 405 164 370 ------- ------- ------- ------- Diluted weighed average shares outstanding 29,877 29,932 29,780 29,887 ======= ======= ======= ======= Net income per share: Basic ................................ $0.48 $0.54 $0.95 $1.04 ===== ===== ===== ===== Diluted .............................. $0.48 $0.53 $0.95 $1.03 ===== ===== ===== ===== </TABLE> C. Stockholders' Equity Exchange of Common Stock In May 2001, the Board of Directors authorized an exchange offer in which four shares of the Company's Class A Common Stock would be exchanged for each share of Gabelli Securities, Inc. ("GSI") Common Stock it did not already own. Under the terms of the exchange offer, shareholders have until August 31, 2001 to exchange their shares and all shares of the Company issued will be restricted from sale for two years from the date of issuance. At June 30, 2001, 115,248 shares of Gabelli Asset Management Inc. have been issued under the exchange offer. Stock Award and Incentive Plan On February 20, 2001, the Compensation Committee of the Board of Directors approved an option grant of 172,500 shares under the Stock Award and Incentive Plan (the "Plan") at an exercise price, equal to the market price on that date, of $31.62 per share. At June 30, 2001, there were 232,500 shares available for future awards under the Plan. Stock Repurchase Program In 1999, the Board of Directors established the Stock Repurchase Program through which the Company has been authorized to purchase up to $9,000,000 of the Company's Class A Common Stock in open market transactions. During the first quarter of 2001, the Company purchased 30,000 shares at an average cost of $28.46 per share bringing the total shares repurchased under the program to 510,900 at an average cost of $17.38 per share. This substantially completed the previously announced Stock Repurchase Program. On March 2, 2001, the Board of Directors authorized the repurchase of up to an additional $3,000,000 of its shares of Class A Common Stock. 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. The Company generally manages assets on a discretionary basis and invests 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. Advisory fees from the Mutual Funds are computed daily or weekly, while advisory fees from Separate Accounts are generally computed quarterly based on account values as of the end of the preceding quarter. 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. <TABLE> RESULTS OF OPERATIONS Three Months Ended June 30, 2001 As Compared To Three Months Ended June 30, 2000 Consolidated Results - Three Months Ended June 30: <CAPTION> (unaudited; in thousands, except per share data) ------------------------------- 2000 2001 % Change ---- ---- -------- <S> <C> <C> <C> Revenues ............................................. $57,120 $57,017 (0.2) Expenses ............................................. 34,978 35,063 0.2 ------- ------- Operating income ..................................... 22,142 21,954 (0.8) Other income, net .................................... 2,898 4,692 -- ------- ------- Income before taxes and minority interest ............ 25,040 26,646 6.4 Income tax provision ................................. 9,916 10,285 -- Minority interest .................................... 870 520 -- Net income ........................................... $14,254 $15,841 11.1 ======= ======= Net income per share: Basic ............................................. $ 0.48 $ 0.54 12.5 ======= ======= Diluted ........................................... $ 0.48 $ 0.53 10.4 ======= ======== Included in income before taxes and minority interest: Depreciation and amortization ........................ $ 175 $ 187 Interest expense ..................................... $ 925 $ 956 Adjusted EBITDA(a) ................................... $26,140 $27,789 6.3 <FN> (a) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization and minority interest. </FN> </TABLE> Total revenues were $57.0 million in the second quarter of 2001, as compared to $57.1 million, in the second quarter of 2000. Investment advisory and incentive fees, which comprise 84% of total revenues, were $47.7 million in the second quarter of 2001 as compared to $47.5 million in the same period a year earlier. The growth in investment advisory and incentive fees is generally based on the growth in average assets under management during the respective periods. Average assets under management were $24.6 billion in the second quarter 2001, 9% higher than average assets of $22.6 billion in the second quarter of 2000 and led by a 16% increase in institutional and high net worth Separate Accounts. Average assets under management in open-end equity mutual funds were 3% lower, at $8.9 billion, in the second quarter 2001 compared to $9.2 billion in the second quarter 2000. The increase in advisory fees from the institutional and high net worth Separate Accounts were partially offset by lower mutual fund advisory fees and lower incentive fees from alternative investment products. Mutual fund advisory fees were lower in the 2001 quarter as net cash inflows were offset by the impact of the overall market's performance and a shift towards lower margin fixed income products. Incentive fees from alternative investment products, which are based on performance, were lower in the 2001 quarter as compared to the prior year. Commission revenues were $3.6 million in the second quarter of 2001, a decrease of 9% from the same period a year earlier. The decline in commission revenues reflects the volatility and uncertainty which affected the equity markets during 2001. Distribution fees and other income were $5.7 million in both the second quarters of 2001 and 2000. Total expenses were $35.1 million in the second quarter of 2001, as compared to total expenses of $35.0 million in 2000. Compensation costs, which are largely variable in nature, were $22.6 million, 4% lower than the same period a year earlier. The decrease in compensation costs results principally from lower incentive compensation. Management fee expense, which is totally variable and based on pretax income, was $3.0 million in the second quarter of 2001 and $2.8 million in the second quarter of 2000. Other operating expenses were $9.5 million in the second quarter of 2001 and $8.6 million in the second quarter of 2000. Other operating expenses in 2001 included $1.0 million in contribution costs related to investments held in our proprietary portfolio. Excluding these contribution costs other operating expenses were approximately $8.4 million. Other income, net, which includes investment gains from our proprietary portfolio, was $4.7 million in the second quarter of 2001, a 62% increase from the prior year quarter. The effective tax rate for the second quarter of 2001 was approximately 38.6%, down from 39.6% in the second quarter of 2000. <TABLE> Six Months Ended June 30, 2001 as Compared to the Six Months Ended June 30, 2000 Consolidated Results - Six Months Ended June 30: <CAPTION> (unaudited; in thousands, except per share data) --------------------------------- 2000 2001 % Change ---- ---- -------- <S> <C> <C> <C> Revenues ............................................. $114,893 $115,361 0.4 Expenses ............................................. 70,118 69,406 (1.0) -------- -------- Operating income .................................... 44,775 45,955 2.6 Other income, net 5,009 5,828 -- ------- -------- Income before taxes and minority interest ............ 49,784 51,783 4.0 Income tax provision ................................. 19,715 19,988 -- Minority interest .................................... 1,819 1,058 -- ------- -------- Net income ........................................... $28,250 $ 30,737 8.8 ======= ======== Net income per share: Basic ............................................. $0.95 $1.04 9.5 ======== ========= Diluted ........................................... $0.95 $1.03 8.4 ======== ========= Included in income before taxes and minority interest: Depreciation and amortization ........................ $ 344 $ 372 Interest expense ..................................... $ 1,858 $ 1,887 Adjusted EBITDA(a) ................................... $51,986 $ 54,042 4.0 <FN> (a) Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization and minority interest. </FN> </TABLE> Total revenues were $115.4 million in the first half of 2001 versus $114.9 million in the first half of 2000. Included in total revenues for 2000 is a one time $3.1 million investment-banking fee earned by a subsidiary. Excluding this fee total revenues rose $3.6 million, a 3% increase over the first half of 2000. Investment advisory and incentive fees, which comprise 83% of total revenues, were $95.9 million in the first half of 2001, 4% higher than the same period a year earlier. The growth in investment advisory and incentive fees is generally based on the growth in average assets under management during the respective periods. Average assets under management were $24.4 billion during the first half of 2001, 9% higher than average assets of $22.4 billion during the first half of 2000. Average assets under management in open-end equity mutual funds were flat at $9.0 billion for both 2001 and 2000. The increase in advisory fees was principally attributable to the growth in average assets in the institutional and high net worth Separate Accounts. Commission revenue was $8.0 million in the first half of 2001, 4% higher than the same period a year earlier. Distribution fees and other income were $11.5 million for the first six months of 2001 as compared to $14.5 million in 2000, which included a one time $3.1 million investment banking fee. Excluding this one time investment banking fee, distribution fees and other income were $11.4 million in 2000. Total expenses were $69.4 million in the first half of 2001, a 1% decrease from total expenses of $70.1 million in 2000. Compensation costs were $45.7 million in 2001, 4% lower than the first half of 2000, principally the result of lower incentive compensation. Management fee expense increased 4% to $5.8 million in 2001 versus $5.5 million a year earlier. Other operating expenses increased $0.9 million, or 5%, to $17.9 million in the current year versus $17.0 million in the first half of 2000. Excluding the $1.0 million in contribution costs related to our investment portfolio, other operating costs were $16.9 million. Other income, net, which includes investment gains from our proprietary portfolio, was $5.8 million during the first half of 2001 as compared to $5.0 million during the first half of 2000. The effective tax rate for the first half of 2001 was approximately 38.6%, down from 39.6% in 2000. 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. <TABLE> Summary cash flow data is as follows: <CAPTION> Six Months Ended June 30, ------------------------- 2000 2001 ---- ---- Cash flows provided by (used in): (in thousands) <S> <C> <C> Operating activities ........................... $ 17,245 $ 53,384 Investing activities ........................... (12,461) 4,651 Financing activities ........................... (1,852) (958) --------- --------- Increase ....................................... 2,932 57,077 Cash and cash equivalents at beginning of period 103,032 69,271 --------- --------- Cash and cash equivalents at end of period ..... $ 105,964 $ 126,348 ========= ========= </TABLE> Cash requirements and liquidity needs have historically been met through cash generated by operating activities and through the Company's borrowing capacity. At June 30, 2001, the Company had cash and cash equivalents of $126.3 million, an increase of $57.1 million from December 31, 2000. Cash provided by operating activities was $53.4 million in the first half of 2001 principally resulting from $30.7 million in net income and decreases in investments in securities and various receivables of $15.5 million and $4.5 million, respectively. In the first half of 2000, cash provided by operating activities was $17.2 million resulting largely from $28.3 million in net income partially offset by a net increase of $9.3 million in other operating assets and liabilities. Cash provided by investing activities, related to investments in and distributions from partnerships and affiliates, was $4.7 million in the first half of 2001. Cash used by these investing activities in the first half of 2000 was $12.5 million. Cash used in financing activities in the first half of 2001 and 2000 was $1.0 million and $1.9 million, respectively, primarily from the purchase of treasury stock under the company's Stock Repurchase Program. 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. 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 June 30, 2001, Gabelli & Company had net capital, as defined, of approximately $18.9 million exceeding the regulatory requirement by approximately $18.7 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 June 30, 2001, the Company's primary market risk exposure was for changes in equity prices and interest rates. Included in investments in securities of $119.0 million at June 30, 2001 were investments in Treasury Bills and Notes of $68.6 million, in mutual funds, largely invested in equity products, of $36.3 million, a diverse selection of common stocks totaling $12.5 million and other investments of approximately $1.6 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. More than $8.8 million of the $12.5 million invested in common stocks at June 30, 2001, 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 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 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. Forward Looking Information Statements included in Management's Discussion and Analysis of Financial Condition and Results of Operations may contain "forward-looking information", including information relating to anticipated growth in assets under management, revenues or earnings, strategies to bring about anticipated growth, anticipated expense levels and expectations regarding market risk. The Company cautions readers that any forward-looking information provided by or on behalf of the Company is not a guarantee of future performance or events. Actual results may differ materially from those in forward-looking information as a result of many risk factors including, but not limited to, economic, competitive, governmental and technological, many of which are beyond the Company's control or are subject to change. Further, such forward-looking information speaks only as of the date on which such statements are made and the Company undertakes no obligation to update any forward-looking information to reflect changes in events or circumstances subsequent to the date made or to reflect the occurrence of unanticipated events. Part II: Other Information Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders of Gabelli Asset Management Inc. was held in Greenwich, Connecticut on May 15, 2001. At that meeting, the stockholders considered and acted upon the following proposals: A. THE ELECTION OF DIRECTORS. The stockholders elected the following individuals to serve as directors until the 2002 annual meeting of stockholders and until their respective successors are duly elected and qualified. All the directors were elected with more than 99.7% of the total votes cast. Raymond C. Avansino John C. Ferrara Mario J. Gabelli Paul B. Guenther Eamon M. Kelly Karl Otto Pohl Item 6. (a) Exhibits Exhibit No. Description 27-1 Financial Data Schedule (b) Reports on Form 8-K. The Company did not file any reports on Form 8-K during the three months ended June 30, 2001. 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) August 10, 2001 /s/ Robert S. Zuccaro - --------------- -------------------------------------- Date Robert S. Zuccaro Vice President and Chief Financial Officer