As filed with the Securities and Exchange Commission on March 31, 2004
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the
-------
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 2003
or
------- Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the Transition Period From ___________ to ___________
Commission File Number 0-9667
WINMILL & CO. INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 13-1897916
(State of incorporation) (I.R.S. Employer Identification No.)
11 Hanover Square, New York, New York 10005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-212-785-0900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $.01 Per Share
- ----------------------------------------------
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part IV of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
No voting stock was held by non-affiliates of the registrant as of March 15,
2004.
The number of shares outstanding of each of the registrant's classes of common
stock, as of March 15, 2004:
Class A Non-Voting Common Stock, par value $.01 per share - 1,493,367 shares
Class B Voting Common Stock, par value $.01 per share - 20,000
PART I
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Item Page
1. Business 1
2. Properties 4
3. Legal Proceedings 4
4. Submission of Matters to a Vote of Security Holders 4
PART II
-------
5. Market for Company's Common Equity and Related
Stockholder Matters 5
6. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
7. Financial Statements and Supplementary Data 8
8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 22
8A. Controls and Procedures 22
PART III
--------
9. Directors and Executive Officers 23
10. Executive Compensation 25
11. Security Ownership of Certain Beneficial Owners and
Management 32
12. Certain Relationships and Related Transactions 32
13. Exhibits, Consolidated Financial Statements and
Schedules, and Reports on Form 8-K 33
14. Principal Accountant Fees and Services 36
PART I
------
Item 1. Business
Winmill & Co. Incorporated, a Delaware corporation (the "Company"), is a holding
company with three wholly owned subsidiaries: CEF Advisers, Inc., ("CEF"),
Investor Service Center, Inc. ("ISC") and Midas Management Corporation ("MMC")
and two publicly held affiliates: Bexil Corporation (Amex Symbol: BXL) and Tuxis
Corporation (Amex Symbol: TUX);
MMC and CEF act as investment managers to open-end and closed-end management
investment companies (the "Funds") registered under the Investment Company Act
of 1940 (the "Act"). The open-end Funds managed by MMC are Midas Dollar
Reserves, Inc., Midas Fund, Inc., and Midas Special Equities Fund, Inc. The
closed-end Funds managed by CEF are Foxby Corp. (Amex Symbol: FXX); and Global
Income Fund, Inc. (Amex Symbol: GIF). ISC was organized in 1985 and is
registered with the SEC as a broker/dealer and is a member of the NASD. ISC acts
as the principal distributor for the open-end Funds and engages in proprietary
securities trading. The businesses of Bexil and Tuxis are, respectively,
insurance services and real estate.
CEF acted as investment manager of Bexil and Tuxis until July 31, 2001 and
November 30, 2001, respectively, when the investment management agreements with
CEF were terminated. Commencing August 1, 2001, Bexil's officers (who are
substantially identical to those of CEF) assumed the internal management of
Bexil's affairs, including portfolio management, subject to the oversight and
final direction of the Board of Directors of Bexil. Commencing December 1, 2001,
the officers of Tuxis (who are substantially identical to those of CEF) assumed
the internal management of Tuxis' affairs, including portfolio management,
subject to the oversight and final direction of the Board of Directors of Tuxis.
Compensation of Bexil and Tuxis personnel, initially set in the aggregate amount
of $200,000 each per year, may be changed from time to time at the discretion of
the Board of Directors of each of Bexil and Tuxis. This amount was increased to
$460,000 per year for Bexil and to $350,000 per year for Tuxis effective January
1, 2004. Bexil and Tuxis are paying compensation directly to certain officers of
the Company whose compensation from the Company was partly reduced, reflecting
the increased time such officers spend on the business of Bexil and Tuxis. As of
December 31, 2003, the Company owned approximately 25.3% and 20.2% of the
outstanding shares of Bexil and Tuxis, respectively.
Bexil and Tuxis have received shareholder approval to change from registered
investment companies to operating companies. Effective January 6, 2004, the SEC
issued an order declaring that Bexil ceased to be a registered investment
company.
The Company has granted certain of its subsidiaries, the Funds, Tuxis, and
Bexil, a non-exclusive license to use certain service marks owned by the
Company, under certain terms and conditions on a royalty free basis. Such
license may be withdrawn from a Fund in the event the investment manager of the
Fund is not a subsidiary of the Company or in other cases, at the discretion of
the Company.
-1-
Investment Management and Distribution Business
- -----------------------------------------------
The Company is engaged, through its subsidiaries, in the business of managing
investment companies registered under the Act. The Funds and their respective
net assets as of December 31, 2003 were approximately as follows:
Global Income Fund, Inc. $ 28,711,848
Foxby Corp. 7,150,989
Midas Dollar Reserves, Inc. 18,637,774
Midas Fund, Inc. 67,122,903
Midas Special Equities Fund, Inc. 18,044,218
---------------
Total Net Assets $ 139,667,732
===============
The fund management industry along with the entire financial services sector of
the economy has been rapidly changing to meet the increasing needs of investors.
Competition for management of financial resources has increased as banks,
insurance companies and broker/dealers have introduced products and services
traditionally offered by independent fund management companies. There are also
many fund management groups with substantially more resources than the Company.
While the Company's business is not seasonal, it is affected by the financial
markets, which in turn, are dependent upon current and future economic
conditions.
Drastic material declines in the securities markets can have a significant
effect on the Company's business. Volatile stock markets may affect management
and distribution fees earned by the Company's subsidiaries. If the market value
of securities owned by the Funds declines, assets under management will decline
and shareholder redemptions may occur, either by transfer out of the equity
Funds and into the money market Fund, Midas Dollar Reserves, which has lower
management and distribution fee rates than the equity Funds, or by redemptions
out of the Funds entirely. Lower asset levels in the Funds may also cause or
increase reimbursements to the Funds pursuant to the expense limitations
described below.
In general, investment management services are rendered to the Funds pursuant to
written contractual agreements. Such agreements relate to the general management
of the affairs of each Fund, in addition to supervising the acquisition and sale
of each Fund's portfolio investments. As provided in the agreements, CEF and MMC
may receive management fees ranging from 1.0% to 0.5% (and generally declining
thereafter on higher net asset levels) per annum of the Funds' average daily or
average weekly net assets payable monthly. The Act requires that such
contractual agreements be initially approved by the Funds' Board of Directors,
including a majority of all of the directors who are not "interested persons"
(as defined in the Act), and by the vote of a majority of the outstanding shares
of the Fund (as defined in the Act). Agreements, if approved, may be for a term
of up to two years, and thereafter their continuance must be approved at least
annually by a majority of the directors of the Fund, including a majority of
those directors of the Fund who are not "interested persons", or by such a vote
of "disinterested" directors and the vote of a majority of the outstanding
shares of the Fund. In addition, all such agreements are subject to termination
on 60 days' notice by majority vote of the Board of Directors or the
shareholders and are subject to automatic termination in the event of
assignment. Depending on the assets of the Fund involved and other factors, the
termination of any agreements for investment management services between any of
the Funds, CEF, and MMC or the termination of the relationship of the Company
with the management of Bexil and Tuxis may have a serious adverse impact upon
the Company.
Under the investment management contracts, CEF and MMC are required to reimburse
the Funds for certain expenses to the extent that such expenses exceed
limitations prescribed by any state in which shares of the Funds are qualified
for sale, although currently the Funds are not subject to any such limits. In
addition, from time to time CEF and MMC may waive or reimburse management and
distribution fees or absorb certain Fund expenses to increase a Fund's
performance.
-2-
Each of the open-end Funds has adopted a plan of distribution pursuant to Rule
12b-1 under the Act (the "Plan"). Pursuant to the Plans, ISC may receive as
compensation amounts ranging from one-quarter of one percent to one percent per
annum of the Funds' average daily net assets for distribution and service
activities. The service fee portion is intended to cover services provided to
shareholders in the Funds and the maintenance of shareholder accounts. The
distribution fee portion is to cover all other activities and expenses primarily
intended to result in the sale of the Funds' shares.
The Act requires that a plan of distribution be initially approved by the Fund's
Board of Directors, including a majority of the directors who are not
"interested persons" and who have no financial interest in the Plan, and by the
vote of a majority of the outstanding shares of the Fund. If approved, a plan of
distribution may be for a term of one year, and thereafter it must be approved
at least annually by the entire Board of Directors and by a majority of the
"disinterested" directors. In addition, all plans of distribution are subject to
termination at any time by majority vote of the disinterested directors or
shareholders.
CEF and MMC are registered with the SEC as investment advisers under the
Investment Advisers Act of 1940. ISC is registered with the SEC as a
broker/dealer under the Securities Exchange Act of 1934 and is a member of the
NASD. The Funds, Tuxis, and Bexil are registered with the SEC under the Act
(although Bexil was deregistered effective January 6, 2004). The activities of
CEF and MMC and of the Funds are subject to regulation under Federal and state
securities laws. The provisions of these laws, including those relating to the
contractual arrangements between the Funds and their investment managers, are
primarily designed to protect the shareholders of the Funds, Tuxis and Bexil,
and not the shareholders of the Company.
Forward-Looking Information
- ---------------------------
Information or statements provided by or on behalf of the Company from time to
time, including those within this Form 10-KSB Annual Report, may contain certain
"forward-looking information", including information relating to anticipated
growth in revenues or earnings per share, anticipated changes in the amount and
composition of assets under management, anticipated expense levels, and
expectations regarding financial market conditions. The Company cautions readers
that any forward-looking information provided by or on behalf of the Company is
not a guarantee of future performance and that actual results may differ
materially from those in forward-looking information as a result of various
factors, including but not limited to those discussed below. Further, such
forward-looking statements speak only as of the date on which such statements
are made, and the Company undertakes no obligation to update any forward-looking
statement to reflect events or circumstances after the date on which such
statement is made or to reflect the occurrence of unanticipated events.
The Company's future revenues may fluctuate due to factors such as: the total
value and composition of assets under management and related cash inflows or
outflows in mutual funds; fluctuations in the financial markets resulting in
appreciation or depreciation of assets under management; the relative investment
performance of the Company's sponsored investment products as compared to
competing products and market indices; the expense ratios and fees of the
Company's sponsored products and services; investor sentiment and investor
confidence in mutual funds; the ability of the Company to maintain investment
management fees at current levels; competitive conditions in the mutual funds
industry; the introduction of new mutual funds and investment products; the
ability of the Company to contract with the Funds for payment for services
offered to the Funds and Fund shareholders; the continuation of trends in the
retirement plan marketplace favoring defined contribution plans and
participant-directed investments; the amount and timing of income from the
Company's proprietary securities trading portfolio; and the performance of its
publicly traded affiliates.
-3-
The Company's future operating results are also dependent upon the level of
operating expenses, which are subject to fluctuation for the following or other
reasons: changes in the level of advertising expenses in response to market
conditions or other factors; the level of expenses assumed by the Company for
the Funds as a result of expense waiver or reimbursement of management or
distribution fees or absorption of certain expenses to increase a Fund's
performance; variations in the level of compensation expense incurred by the
Company, including performance-based compensation based on the Company's
financial results, as well as changes in response to the size of the total
employee population, competitive factors, or other reasons; expenses and capital
costs, including depreciation, amortization and other non-cash charges, incurred
by the Company to maintain its administrative and service infrastructure; and
unanticipated costs that may be incurred by the Company from time to time to
protect investor accounts and client goodwill.
The Company's operating results will also depend on the results of its holdings
in Bexil and Tuxis.
The Company's revenues are substantially dependent on revenues from the Funds,
which could be adversely affected if the independent directors of one or more of
the Funds determined to terminate or renegotiate the terms of one or more
investment management agreements.
The Company's business is also subject to substantial governmental regulation,
and changes in legal, regulatory, accounting, tax, and compliance requirements
may have a substantial effect on the Company's business and results of
operations, including but not limited to effects on the level of costs incurred
by the Company and effects on investor interest in mutual funds in general or in
particular classes of mutual funds.
Item 2. Properties
The principal office of the Company is located at 11 Hanover Square, New York,
New York 10005. For the office of 3,800 rentable square feet, the rent is
approximately $84,300 per annum plus $12,800 per annum for electricity. The
lease expires on September 30, 2008.
Item 3. Legal Proceedings
From time to time, the Company and/or its subsidiaries are threatened or named
as defendants in litigation arising in the normal course of business. As of
December 31, 2003, neither the Company nor any of its subsidiaries was involved
in any other litigation that, in the opinion of management, would have a
material adverse impact on the consolidated financial statements.
Item 4. Submission of Matters to a Vote of Security Holders During Fourth
Quarter of the Year Ended December 31, 2003
NONE
-4-
PART II
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Item 5. Market for the Company's Common Equity and Related Stockholder
Matters
The Company's Class A Common Stock (non-voting) trades on the Nasdaq SmallCap
Market tier of the Nasdaq Stock Market under the symbol WNMLA. The Company's
Class B Common Stock (voting) has no public trading market. There are
approximately 208 holders of record of Class A Common Stock and 1 holder of
Class B Common Stock as of December 31, 2003. In addition, there are an
indeterminate number of beneficial owners of Class A Common Stock that are held
in "street name." No dividends have been paid on either class of Common Stock in
the past five years and the Company does not expect to pay any such dividends in
the foreseeable future. The high and low sales prices of the Class A Common
Stock during each quarterly period over the last two years were as follows:
2003 2002
--------------------- ---------------------
High Low High Low
---- --- ---- ---
First Quarter $1.7400 $1.4800 $1.6700 $1.4800
Second Quarter $2.2700 $1.4800 $1.8500 $1.4200
Third Quarter $3.7000 $2.0500 $1.7000 $1.4600
Fourth Quarter $4.1500 $3.3200 $1.7500 $1.4200
Equity Compensation Plan Information
- ------------------------------------
Number of
Number of Class A Weighted- Class A shares
shares to be issued average price remaining available
upon exercise of of outstanding for future issuance
outstanding options options, warrants under equity
warrants and rights and rights compensation plans
------------------- ----------------- -------------------
Equity Compensation Plans
approved by security holders 74,000 $ 1.50 33,500
Equity Compensation Plans not
approved by security holders - - -
------- ------ ------
Total 74,000 $ 1.50 33,500
======= ====== ======
Purchases Of Equity Securities By The Issuer
Total Maximum
Number of Number (or
Shares Approximate
(or Units) Dollar Value)
Purchased of Shares
Total Average as Part of (or Units) that
Number of Price Publicly May Yet Be
Shares Per Price Annouced Purchased
(or Units) Share Plans or Under the Plans
Period Purchased (Unit or) Programs or Programs
- ------ ---------- --------- ---------- ---------------
09/01/03 - 09/30/03 59,354 (a) $3.62 - -
10/01/03 - 10/31/03 45,282 (a) $3.75 - -
11/01/03 - 11/30/03 198,017 (a) $4.13 - -
-------
Total 302,653 $3.97 - -
=======
(a) These shares were purchased by the Company as satisfaction of certain
notes receivable held by officers of the Company, as part of the exercise
of stock options held by officers of the Company and in other
transactions.
-5-
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
2003 Compared to 2002
- ---------------------
Declines in the securities markets can have a significant effect on the
Company's business. Volatile stock markets may affect management and
distribution fees earned by the Company's subsidiaries. If the market value of
securities owned by the Funds declines, shareholder redemptions may occur,
either by transfer out of the equity Funds and into the money market fund, which
has lower management and distribution fee rates than the equity Funds, or by
transfer out of the Funds entirely. Lower net asset levels in the Funds may also
cause or increase reimbursements to the Funds pursuant to expense limitations as
described in Note 9 of the financial statements.
Total revenues increased $889,785 or 49%, which was primarily due to a increase
in net unrealized appreciation of publicly held affiliates and unrealized and
realized gains on proprietary trading. Offsetting this was a decrease in
management, distribution and other fees and dividends, interest and other of
$159,579 or 10%. In the twelve months ended December 31, 2003 the Company had
net realized and unrealized gains of $1,211,157 from the publicly held
affiliates and proprietary securities trading as compared to a gain of $161,794
in the twelve months ended December 31, 2002. Management, distribution and other
fees decreased $9,984 due to lower average net assets in the Funds. Average net
assets under management were $125 million and $127 million for the twelve months
ended December 31, 2003 and 2002, respectively.
Total expenses decreased $130,787 or 8% over this period of last year. General
and administrative expenses decreased $47,811 or 6% due to lower employee costs.
Marketing expense decreased $51,529 or 10% due to lower fulfillment and printing
costs. Expense reimbursement to the Funds decreased $26,715 or 15%. Professional
fees decreased $15,535 or 17%. Amortization and depreciation expense increased
$10,803 or 19%.
Net income for the year was $730,616 or $.45 per share on a diluted basis as
compared to net income of $137,326 or $.08 per share on a diluted basis for last
year.
2002 Compared to 2001
- ---------------------
Declines in the securities markets can have a significant effect on the
Company's business. Volatile stock markets may affect management and
distribution fees earned by the Company's subsidiaries. If the market value of
securities owned by the Funds declines, shareholder redemptions may occur,
either by transfer out of the equity Funds and into the money market fund, which
has lower management and distribution fees rates than the equity Funds, or by
transfer out of the Funds entirely. Lower net asset levels in the Funds may also
cause or increase reimbursements to the Funds pursuant to expense limitations as
described in Note 9 of the financial statements.
Total revenues decreased $99,638 or 5% which was primarily due to the decrease
in management, distribution and other fees, consulting fee and dividends and
interest income offset by an increase in realized and unrealized gains on
investments. Management, distribution and other fees decreased $289,531 or 16%
due to lower net assets in the Funds and the termination of the investment
management agreement with Bexil and Tuxis effective July 31, 2001 and November
30, 2001 respectively. Average net assets under management were less in the
twelve months ended December 31, 2002 verses December 31, 2001. Total net assets
under management were approximately $116 million at December 31, 2001, $125
million at March 31, 2002, $123 million at June 30, 2002, $129 million at
September 30, 2002 and $129 million at December 31, 2002. Net realized and
unrealized gains on proprietary securities trading were $161,794. Consulting
fees decreased $246,923 which was due to the termination of the Company's
consulting agreement with Bull & Bear Securities, Inc. ("BBSI") during the
second quarter of 2001.
-6-
Total expenses decreased $600,182 or 27% over this period of last year. General
and administrative expenses decreased $143,924 or 16% due to lower employee
costs. Marketing expense decreased $225,579 or 31% due to lower fulfillment and
printing costs. Expense reimbursement to the Funds decreased $104,659 or 37%.
Professional fees decreased $89,289 or 49%. Net income for the period was
$137,326 or $.08 per share on a diluted basis as compared to net loss of
$199,065 or $(.12) per share on a diluted basis for last year.
Liquidity and Capital Resources
The following table reflects the Company's consolidated working capital, total
assets, long-term debt and shareholders' equity as of the dates indicated.
December 31,
----------------------------------
2003 2002
---- ----
Working Capital $7,297,939 $ 6,768,292
Total Assets $8,939,235 $ 8,106,436
Long-Term Debt $ - $ -
Shareholders' Equity $8,280,041 $ 7,889,020
For the year ended 2003, working capital, total assets and shareholders' equity
increased $529,647, $832,799 and $391,021, respectively. Working capital, total
assets and shareholders' equity increased primarily due to the realized and
unrealized losses from proprietary securities trading.
For the year ended 2002, working capital decreased $295,149 primarily due to a
reduction in cash from the purchase of additional investments. Total assets and
shareholders' equity increased by $69,651 and $140,174. Total assets and
shareholders' equity increased primarily due to net income recorded for the
year.
Management knows of no contingencies that are reasonably likely to result in a
material decrease in the Company's liquidity or that are likely to adversely
affect the Company's capital resources. This includes the restrictions placed on
the transfer of funds to ISC as a result of its regulatory net capital
requirements. At December 31, 2003, the amount subject to these restrictions was
$100,000 or 1.1% of total assets.
Effects of Inflation and Changing Prices
- ----------------------------------------
Since the Company derives revenue primarily from investment management and
distribution services from the Funds and proprietary securities trading, it is
not possible for it to discuss or predict with accuracy the impact of inflation
and changing prices on its revenues from continuing operations.
-7-
Item 7. Financial Statements and Supplementary Data
Financial Statements required by Regulation S-X and Supplementary Financial
Information required by Regulation S-B are presented herein.
FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
---------------------------------------------
TABLE OF CONTENTS
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Page
Report of Independent Certified Public Accountants 9
Consolidated Balance Sheet,
December 31, 2003 10
Consolidated Statements of Income,
Years ended December 31, 2003 and 2002 11
Consolidated Statements of Changes in Shareholders' Equity,
Years ended December 31, 2003 and 2002 12
Consolidated Statements of Cash Flows,
Years ended December 31, 2003 and 2002 13
Notes to Consolidated Financial Statements 15
-8-
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders of
Winmill & Co. Incorporated
We have audited the accompanying consolidated balance sheet of Winmill & Co.
Incorporated and subsidiaries as of December 31, 2003, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the two years in the period ended December 31, 2003. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Winmill & Co.
Incorporated and subsidiaries at December 31, 2003, and the consolidated results
of their operations and their consolidated cash flows for each of the two years
in the period ended December 31, 2003, in conformity with accounting principles
generally accepted in the United States of America.
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
January 23, 2004
-9-
WINMILL & CO. INCORPORATED
CONSOLIDATED BALANCE SHEET
December 31, 2003
ASSETS
Current Assets:
Cash and cash equivalents $ 1,108,426
Marketable securities (Note 2) 6,486,697
Management, distribution and other fees receivable 121,813
Dividends, interest and other receivables 96,000
Prepaid expenses and other current assets 136,827
Refundable income taxes 7,370
------------
Total Current Assets 7,957,133
------------
Equipment, furniture and fixtures, net 65,015
Intangible assets, net 581,796
Other assets (Note 10) 335,291
------------
982,102
Total Assets $ 8,939,235
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accrued professional fees $ 97,075
Accrued payroll and other related costs 25,000
Accrued other expenses 76,351
Other current liabilities 1,568
Deferred income taxes 459,200
------------
Total Current Liabilities 659,194
------------
Shareholders' Equity (Notes 4, 5, and 6) Common Stock, $.01 par value Class A,
10,000,000 shares authorized;
1,493,667 shares issued 14,933
Class B, 20,000 shares authorized;
20,000 shares issued and outstanding 200
Additional paid-in capital 5,884,414
Retained earnings 2,380,494
------------
Total Shareholders' Equity 8,280,041
------------
Total Liabilities and Shareholders' Equity $ 8,939,235
============
See accompanying notes to consolidated financial statements.
-10-
WINMILL & CO. INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
2003 2002
---- ----
Revenues:
Management, distribution and other fees $ 1,459,747 $ 1,469,731
Realized and unrealized gains (losses) from investments 1,211,157 161,794
Dividends, interest and other 29,649 179,243
------------- ------------
2,700,553 1,810,768
------------- ------------
Expenses:
General and administrative 725,016 772,827
Marketing 441,876 493,405
Expense reimbursements to the Funds (Note 9) 153,001 179,716
Professional fees 76,500 92,035
Depreciation and amortization 67,962 57,159
------------- ------------
1,464,355 1,595,142
------------- ------------
Income before income taxes 1,236,198 215,626
Income taxes (Note 8) 505,582 78,300
------------- ------------
Net Income $ 730,616 $ 137,326
============= ============
Per Share Data:
Basic
Net income $ .46 $ .08
======= ======
Diluted
Net income $ .45 $ .08
======= ======
Average Shares Outstanding:
Basic 1,596,946 1,638,403
========= =========
Diluted 1,631,344 1,649,129
========= =========
See accompanying notes to consolidated financial statements.
-11-
WINMILL & CO. INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years Ended December 31, 2003 and 2002
Number of Shares Amount
---------------- ---------------------------------------------------------------------
Notes
Receivable
For
Additional Common Treasury
Class A Class B Class A Class B Paid-In Stock Retained Stock
Common Common Common Common Capital Issued Earnings Class A
--------- ------- ------- ------- ----------- ---------- ---------- ---------
Balance, December 31, 2001 1,628,320 20,000 $16,283 $ 200 $6,807,985 $(597,736) $1,512,552 $ -
Net income - - - - - - 137,326 -
Other comprehensive income
Unrealized losses on investments - - - - - - - -
---------- -------- ------- ----- ----------- ---------- ----------- ---------
Comprehensive income
Repayment of notes receivable - - - - - 70,695 - -
Purchase of treasury stock (39,800) - - - - - - (58,108)
---------- -------- ------- ----- ----------- ---------- ----------- ---------
Balance, December 31, 2002 1,588,520 20,000 16,283 200 6,807,985 (527,041) 1,649,878 (58,108)
Net income - - - - - - 730,616 -
Other comprehensive income
Unrealized gains on
marketable securities - - - - - - - -
---------- -------- ------- ----- ----------- ---------- ----------- ---------
Comprehensive income
Issuance of stock in connection
with exercise of stock options 207,500 - 2,075 - 333,800 - - -
Redemption of stock (302,653) - 3,027) - (1,257,371) - - -
Cancellation of treasury of stock - - (398) - - - - 58,108
Repayment of notes receivable - - - - - 527,041 - -
---------- ------- ------- ----- ----------- --------- ----------- ---------
Balance, December 31, 2003 1,493,367 20,000 $14,933 $ 200 $5,884,414 $ - $2,380,494 $ -
========== ======= ======== ====== =========== ========== =========== =========
----------------------------
Accumulated
Other Total
Comprehensive Shareholders'
Income Equity
------------- --------------
Balance, December 31, 2001 $ 9,562 $ 7,748,846
Net income - 137,326
Other comprehensive income
Unrealized losses on investments (9,739) (9,739)
------------- --------------
Comprehensive income 127,587
--------------
Repayment of notes receivable - 70,695
Purchase of treasury stock - (58,108)
------------- --------------
Balance, December 31, 2002 (177) 7,889,020
Net income - 730,616
Other comprehensive income
Unrealized gains on
marketable securities 177 177
------------- --------------
Comprehensive income 730,793
--------------
Issuance of stock in connection
with exercise of stock options - 335,875
Redemption of stock - (1,260,398)
Cancellation of treasury of stock - 57,710
Repayment of notes receivable - 527,041
------------- --------------
Balance, December 31, 2003 - $ 8,280,041
============= ==============
-12-
WINMILL & CO. INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
2003 2002
---- ----
Cash Flows from Operating Activities:
Net income $ 730,616 $ 137,326
------------- -------------
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization 67,962 57,159
Increase in deferred income taxes 481,200 69,000
Increase in cash value of life insurance (32,193) (32,160)
Net unrealized appreciation of publicly held affiliates and
on proprietary securities trading (1,211,157) (163,105)
(Increase) decrease in:
Management, distribution and other fees receivable (7,597) (8,499)
Dividends, interest and other receivables (39,525) (32,229)
Prepaid expenses and other current assets (36,712) (27,699)
Refundable income taxes 165,924 86,126
Other assets 8,058 (26,538)
Increase (decrease) in:
Accounts payable (12,585) (15,286)
Accrued expenses (1,949) (54,322)
Accrued income taxes 51,847 9,300
Other current liabilities (54,735) (10,215)
-------------- -------------
Total adjustments (621,462) (148,468)
------------- -------------
Net cash provided by (used for) operating activities $ 109,154 $ (11,142)
============= =============
Cash Flows from Investing Activities:
Capital expenditures $ (20,476) $ (18,874)
Proprietary securities trading sales 68,908 27,173
Proprietary securities trading purchases (57,191) (722,438)
Acquisition of intangible asset - (476,471)
------------- -------------
Net cash used in investing activities (8,759) (1,190,610)
------------- -------------
Cash Flows from Financing Activities:
Repayments of notes receivable 620,316 70,695
Issuance of stock 335,875 -
Purchase of treasury stock (1,202,688) (58,108)
------------- -------------
Net cash provided by (used in) financing activities (246,497) 12,587
------------- -------------
Net decrease in cash and cash equivalents (146,102) (1,189,165)
Cash and cash equivalents:
Beginning of year 1,254,528 2,443,693
------------- -------------
End of year $ 1,108,426 $ 1,254,528
============= =============
-13-
WINMILL & CO. INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2003 and 2002
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Winmill & Co. Incorporated ("Company") is a holding company. Its
subsidiaries' business consists of providing investment management and
distribution services for the Midas Funds (three open-end funds), two
closed-end funds, and proprietary securities trading. Its publicly
held affiliates are Bexil Corporation (Amex Symbol: BXL); Tuxis
Corporation (Amex Symbol: TUX); Foxby Corp. (Amex Symbol: FXX);
and Global Income Fund (Amex Symbol: GIF). The businesses of Bexil and
Tuxis are, respectively, insurance services and real estate. Global
Income Fund and Foxby are closed end funds.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the
Company and all of its subsidiaries. Substantially all intercompany
accounts and transactions have been eliminated.
ACCOUNTING ESTIMATES
In preparing financial statements in conformity with accounting
principles generally accepted in the United States of America,
management makes estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements, as well as the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and cash equivalents, accounts
receivable, accounts payable, and accrued expenses and other
liabilities approximate fair value because of the short maturity of
these items. Marketable securities are recorded at market value which
represents the fair value of the securities.
CASH AND CASH EQUIVALENTS
Investments in money market funds are considered to be cash
equivalents. At December 31, 2003, the Company and subsidiaries had
invested approximately $870,400 in an affiliated money market fund.
MARKETABLE SECURITIES
The Company and its non-broker/dealer subsidiaries' marketable
securities are considered to be "available-for-sale" and recorded at
market value, with the unrealized gain or loss included in
stockholders' equity as "accumulated other comprehensive income."
Marketable securities of the broker/dealer subsidiary are valued at
market with unrealized gains and losses included in earnings. At
December 31, 2003, all marketable securities were held by the
broker/dealer subsidiary.
-14-
WINMILL & CO. INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2003 and 2002
INCOME TAXES
The Company's method of accounting for income taxes conforms to
Statement of Financial Accounting Standards No. 109 "Accounting for
Income Taxes." This method requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of
temporary differences between the financial reporting basis and the
tax basis of assets and liabilities. The Company and its wholly-owned
subsidiaries file consolidated income tax returns.
EQUIPMENT
Equipment, furniture and fixtures are recorded at cost and are
depreciated on the straight-line basis over their estimated useful
lives, 3 to 10 years. At December 31, 2003, accumulated depreciation
on equipment, furniture and fixtures amounted to approximately
$837,700.
INTANGIBLE ASSETS
As of December 31, 2003, the Company's carrying value of intangible
assets was approximately $810,700 with accumulated amortization of
approximately $228,900. These intangible assets are being amortized
over their useful lives, which is fifteen years and the estimated
annual amortization is approximately $54,000 per year over the next
five years. In addition, intangible assets are reviewed for impairment
and the remaining useful life evaluated at least annually to determine
whether events and circumstances warrant a revision to the remaining
period of amortization.
COMPREHENSIVE INCOME
The Company discloses comprehensive income in the financial
statements. Comprehensive income includes net income and unrealized
gains and losses on marketable securities held by the Company and its
non-broker/dealer subsidiaries, which is reported as other
comprehensive income in stockholders' equity.
SEGMENT INFORMATION
The Company's operating segments are organized into three groups -
fund services, publicly held affiliates and proprietary trading.
EARNINGS PER SHARE
Basic earnings per share is computed using the weighted average number
of shares outstanding. Diluted earnings per share is computed using
the weighted average number of shares outstanding adjusted for the
incremental shares attributed to outstanding options to purchase
common stock.
-15-
WINMILL & CO. INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2003 and 2002
The following table sets forth the computation of basic and diluted
earnings per share:
2003 2002
---- ----
Numerator for basic and diluted earnings per share:
Net income $ 730,616 $ 137,326
============ ============
Denominator:
Denominator for basic earnings per share:
Weighted-average shares 1,596,946 1,638,403
Effect of dilutive securities:
Employee Stock Options 34,398 10,726
------------ ------------
Denominator for diluted earnings per share:
adjusted weighted - average shares and assumed conversions 1,631,344 1,649,129
============ ============
2. MARKETABLE SECURITIES
At December 31, 2003 marketable securities, at market, consisted of:
Broker/dealer subsidiary
Publicly held affiliates $ 5,381,226
Proprietary trading 1,105,471
------------
Total marketable securities (cost - $5,271,323) $ 6,486,697
============
Included in the broker/dealer's holdings of publicly held affiliates are
$3,540,045 of shares (representing approximately 25% of the outstanding
shares) of Bexil Corporation and $1,528,841 of shares (representing
approximately 20% of the outstanding shares) of Tuxis Corporation, both of
which have received shareholder approval to change from registered
investment companies to operating companies. Effective January 6, 2004,
the Securities and Exchange Commission issued an order declaring that
Bexil Corporation had ceased to be a registered investment company under
Section 8(f) of the Investment Company Act of 1940.
-16-
WINMILL & CO. INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2003 and 2002
3. LEASE COMMITMENTS
The Company leases office space under a lease which expires September 30,
2008. The future minimum lease payments for years ended December 31,
including electricity are as follows:
2004 $ 97,100
2005 97,100
2006 97,700
2007 100,200
2008 76,600
----------
$ 468,700
4. SHAREHOLDERS' EQUITY
The Class A and Class B Common Stock are identical in all respects except
for voting rights, which are vested solely in the Class B Common Stock.
The Company also has 1,000,000 shares of Preferred Stock, $.01 par value,
authorized. As of December 31, 2003 and 2002, none of the Preferred Stock
was issued.
5. NET CAPITAL REQUIREMENTS
The Company's broker/dealer subsidiary is a member firm of the National
Association of Securities Dealers, Inc. ("NASD") and is registered with
the Securities and Exchange Commission as a broker/dealer. Under its
membership agreement with the NASD, the broker/dealer must maintain
minimum net capital, as defined, of not less than $100,000, or 6-2/3% of
aggregate indebtedness, whichever is greater; and a ratio of aggregate
indebtedness to net capital, as defined, of not more than 15 to 1. At
December 31, 2003, the subsidiary had net capital of approximately
$5,592,500; net capital requirements of $100,000; excess net capital of
approximately $5,492,500; and the ratio of aggregate indebtedness to net
capital was approximately .04 to 1.
6. STOCK OPTIONS
On December 6, 1995, the Company adopted a Long-Term Incentive Plan which,
as amended, provides for the granting of a maximum of 600,000 options to
purchase Class A Common Stock to directors, officers and key employees of
the Company or its subsidiaries. As of December 31, 2003, there were
33,500 remaining options available for future issuance under the Plan.
With respect to non-employee directors, only grants of non-qualified stock
options and awards of restricted shares are available. The three
non-employee directors were granted 2,500 options each on December 10,
2002. The option price per share may not be less than the fair value of
such shares on the date the option is granted, and the maximum term of an
option may not exceed ten years except as to non-employee directors for
which the maximum term is five years.
-17-
WINMILL & CO. INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2003 and 2002
The Company applies APB Opinion 25 and related interpretations in
accounting for its stock option plans. Accordingly, no compensation cost
has been recognized for its stock option plans. Pro forma compensation
cost for the Company's plans is required by Financial Accounting Standards
No. 123 "Accounting for Stock-Based Compensation (SFAS 123)" and has been
determined based on the fair value at the grant dates for awards under
these plans consistent with the method of SFAS 123. For purposes of pro
forma disclosure, the estimated fair value of the options is amortized to
expense over the options' vesting period. The Company's pro forma
information follows:
Years Ended December 31,
------------------------
2003 2002
---- ----
Net income As reported $730,616 $137,326
Pro forma $730,616 $102,381
Earnings per share
Basic As reported $.46 $.08
Pro forma $.46 $.06
Diluted As reported $.45 $.08
Pro forma $.45 $.06
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted
average assumptions used for grants in 2002: 41.18%, risk-free interest
rate of 1.17% and expected life of three years for each year.
A summary of the status of the Company's stock option plans as of December
31, 2003 and 2002, and changes during the years ending on those dates is
presented below:
Weighted
Number Average
Of Exercise
Stock Options Shares Price
------------- -------- -----------
Outstanding at December 31, 2001 21,000 $1.60
Granted 77,500 $1.61
Canceled (17,000) $1.76
----------
Outstanding at December 31, 2002 281,500 $1.59
Exercised (207,500) $1.62
----------
Outstanding at December 31, 2003 74,000 $1.50
==========
There were 74,000 and 266,500 options exercisable at December 31, 2003 and
2002 with a weighted-average exercise price of $1.50 and $1.59,
respectively. The weighted-average fair value of options granted using the
Black Scholes option-pricing model was $.40 for the year ended December
31, 2002.
-18-
WINMILL & CO. INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2003 and 2002
The following table summarizes information about stock options outstanding
at December 31, 2003:
Weighted-Average
Range of Number Remaining Weighted-Average
Exercise Prices Outstanding Contractual Life Exercise Price
--------------- ----------- ---------------- -----------------
$1.50 - $1.60 74,000 3.6 years $1.50
In connection with the exercise of stock options in 2003, the Company
redeemed 85,214 shares of Class A Common Stock. In connection with the
exercise of the options in prior years, the Company had received from
certain officers notes with interest rates ranging from 2.45% to 2.48% per
annum payable December 31, 2004. The balance of the notes at December 31,
2002 was $527,041, which was classified as "notes receivable for common
stock issued." These notes were paid in full during 2003 by the redemption
of 151,197 shares of Class A Common Stock. In addition, there were 66,242
shares of Class A Common Stock redeemed by the Company in 2003 from
certain officers and directors.
7. PENSION PLAN
The Company has a 401(k) retirement plan for substantially all of its
qualified employees. Contributions are based upon a percentage of earnings
of eligible employees and are accrued and funded on a current basis. Total
pension expense for the years ended December 31, 2003 and 2002 was
approximately $47,200 and $49,500, respectively.
8. INCOME TAXES
The provision for income tax expense (benefit) was as follows:
2003 2002
---- ----
Current
Federal $ 16,000 $ (4,500)
State and local 8,382 13,800
---------- ---------
24,382 9,300
Deferred 481,200 69,000
---------- ---------
$ 505,582 $ 78,300
========== =========
-19-
WINMILL & CO. INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2003 and 2002
Deferred tax assets (liabilities) are comprised of the following at
December 31, 2003:
2003
-----
Unrealized (appreciation) depreciation on investments $ (486,200)
Accrued expenses 2,000
Net capital loss carryforwards 25,000
-----------
Net deferred tax liabilities $ (459,200)
===========
A reconciliation of the federal statutory income tax rate to the Company's
effective tax rate is as follows:
2003 2002
---- ----
Statutory rate 34.0% 34.0%
Increase in effective tax rate resulting from:
State income taxes, net of federal benefit - 4.2
Non-deductible income and expenses - net 6.9 (1.9)
----- -----
40.9% 36.3%
===== =====
9. RELATED PARTIES
All investment management and distribution fees are a result of services
provided to the Funds. All such services are provided pursuant to
agreements that set forth the fees to be charged for these services. These
agreements are subject to annual review and approval by each Fund's Board
of Directors and a majority of the Fund's non-interested directors. In
addition, during the years ended December 31, 2003 and 2002, the Funds
paid approximately $42,000 and $44,000, respectively, for recordkeeping
services to ISC, which paid such amounts to certain brokers for performing
such services. These reimbursements for recordkeeping services were
recorded in management, distribution and other fees.
The Company's investment manager and distributor subsidiaries waived
management and distribution fees from the Funds in the amount of
approximately $153,000 and $179,700 for the years ended December 31, 2003
and 2002, respectively.
Certain officers of the Company also serve as officers and/or directors of
the Funds.
Commencing August 1992, the Company has a key man life insurance policy on
the life of the Company's Chairman which provides for the payment of
$1,000,000 to the Company upon his death. As of December 31, 2003, the
policy had a cash surrender value of approximately $306,400 and is
included in other assets in the balance sheet.
-20-
WINMILL & CO. INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
December 31, 2003 and 2002
10. FINANCIAL INFORMATION BY BUSINESS SEGMENT
The following details selected financial information by business segment.
Fund Publicly Held Proprietary
December 31, 2003 Services Affiliates Trading Total
----------------- -------- ------------------ ------------- -----
Revenues $ 1,473,850 $ 753,631 $ 473,072 $ 2,700,553
Income from operations $ 601,239 $ 262,730 $ 372,229 $ 1,236,198
Depreciation and amortization $ 57,830 $ 8,405 $ 1,727 $ 67,962
Capital expenditures $ 20,476 $ - $ - $ 20,476
Gross identifiable assets $ 2,452,538 $ 5,381,226 $ 1,105,471 $ 8,939,235
Fund Publicly Held Proprietary
December 31, 2002 Services Affiliates Trading Total
----------------- -------- ------------------ ------------- -----
Revenues $ 1,526,116 $ 464,278 $ (179,626) $ 1,810,768
Income from operations $ 507,464 $ (14,348) $ (277,490) $ 215,626
Depreciation and amortization $ 44,739 $ 10,312 $ 2,108 $ 57,159
Capital expenditures $ 18,874 $ - $ - $ 18,874
Gross identifiable assets $ 2,819,356 $ 4,389,555 $ 897,525 $ 8,106,436
11. CONTINGENCIES
From time to time, the Company and/or its subsidiaries are threatened or
named as defendants in litigation arising in the normal course of
business. As of December 31, 2003, neither the Company nor any of its
subsidiaries was involved in any other litigation that, in the opinion of
management, would have a material adverse impact on the consolidated
financial statements.
In April 2002, the Company entered into a Death Benefit Agreement
("Agreement") with the Company's Chairman. Following his death, the
Agreement provides for annual payments, equal to 80% of his average annual
salary received from the Company, its affiliates, subsidiaries and other
related entities for the three year period prior to his death subject to
certain adjustments to his wife until her death. The Company's obligations
under the Agreement are not secured and will terminate if he leaves the
Company's employ under certain conditions.
-21-
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
There were no changes in or disagreements with the Company's accountants on
accounting and financial disclosure matters during the two years ended December
31, 2003.
Item 8A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Company's chief
executive officer and chief financial officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures"
(as defined in the Securities Exchange Act of 1934 Rules 13a-14(c))
as of a date (the "Evaluation Date") within 90 days before the filing
date of this annual report, have concluded that, as of the Evaluation
Date, the Company's disclosure controls and procedures were
effective.
(b) Changes in internal controls. There were no significant changes in
the Company's internal controls or to the Company's knowledge, in
other factors that could significantly affect the Company's
disclosure controls and procedures subsequent to the Evaluation Date.
-22-
PART III
--------
Item 9. Directors and Executive Officers
The following list contains the names, ages, positions and lengths of service of
all directors and executive officers of the Company.
Name Position Years of Service Age
---- -------- ---------------- ---
Director Officer
-------- -------
Bassett S. Winmill Chairman of the Board 27 27 73
Robert D. Anderson Vice Chairman of the Board 27 27 74
Thomas B. Winmill, Esq. President, 15 16 44
General Counsel, Director
Edward G. Webb, Jr. Director 18* 15** 64
Charles A. Carroll Director 12 - 73
Mark C. Winmill Director 14*** 16**** 46
Marion E. Morris Senior Vice President - 3 58
William G. Vohrer Treasurer, - 3 53
Chief Accounting Officer
Monica Pelaez, Esq. Vice President,
Secretary, Associate General Counsel - 4 32
* 1985 to 1990 and 1992 to present.
** 1979 to 1990
*** 1989 to 1999 and 2000 to present.
**** 1987 to 1999
-23-
Set forth below is a description of the business experience of the directors and
executive officers of the Company during the past five years.
BASSETT S. WINMILL - Chairman of the Board of Directors. He is also Chairman of
certain investment companies managed by Company subsidiaries and Tuxis
Corporation and Bexil Corporation. He is a member of the New York Society of
Security Analysts, the Association for Investment Management and Research, and
the International Society of Financial Analysts. He is the father of Thomas B.
Winmill and Mark C. Winmill.
ROBERT D. ANDERSON - Vice Chairman of the Board of Directors. He is also Vice
Chairman of certain investment companies managed by Company subsidiaries and
certain subsidiaries of the Company.
THOMAS B. WINMILL, ESQ. - President, General Counsel, Chief Executive Officer
and Director. He is also President of the investment companies managed by
Company subsidiaries and of certain subsidiaries of the Company. He is also a
director and President of Bexil Corporation and a director and general counsel
of Tuxis Corporation. He is a director of Golden Cycle Gold Corporation. He is a
member of the New York State Bar. He is a member of the New York Section of the
Society for Mining, Metallurgy and Exploration, Inc. He is a son of Bassett S.
Winmill and brother of Mark C. Winmill.
EDWARD G. WEBB, JR. - Director. He is Equity Portfolio Manager of Advanced Asset
Management Advisers, Inc. He was President of Webb Associates, Ltd. since 1996.
Prior to that, he served as a Senior Vice President and Director of the Company.
CHARLES A. CARROLL - Director. From 1989 to the present, he has been affiliated
with Kalin Associates, Inc., a member firm of the New York Stock Exchange.
MARK C. WINMILL - Director. He is currently President of Tuxis Corporation. He
was Co-President and Director of the Company from June 1990 to March 1999 and an
Officer and Director of its various Funds and subsidiaries from June 1987 to
March 1999. He was President and Director of Bull & Bear Securities, Inc.
("BBSI"), a nationwide discount broker, from June 1987 until March 1999 when the
Company sold BBSI to The Royal Bank of Canada. He was also Chief Operating
Officer of BBSI from April 1999 to February 2000. He is a son of Bassett S.
Winmill and a brother of Thomas B. Winmill.
WILLIAM G. VOHRER - Chief Financial Officer, Treasurer and Chief Accounting
Officer. He joined the Company in February 2001. He is also Chief Financial
Officer and Treasurer of certain investment companies managed by Company
subsidiaries and certain subsidiaries of the Company, Bexil Corporation and
Tuxis Corporation. From 1999 to 2001, he consulted on accounting matters. From
1994 to 1999 he was Chief Financial Officer and Financial Operations Principal
for Nafinsa Securities, Inc., a Mexican Securities broker/dealer. From 1978 to
1994, he held Chief Financial Officer/Controller positions with various
international banks.
MARION E. MORRIS - Senior Vice President. Since 2000, she has served as Senior
Vice President of the Company, certain investment companies managed by Company
subsidiaries and certain subsidiaries of the Company. She is Director of Fixed
Income and a member of the Investment Policy Committee. From 1997 to 2000, she
acted as general manager of Michael Trapp. Previously, she had served as Vice
President of Salomon Brothers, The First Boston Corporation and Cantor
Fitzgerald.
MONICA PELAEZ, ESQ. - Vice President, Secretary and Chief Compliance Officer.
She is also Vice President, Secretary and Chief Compliance Officer of certain
investment companies managed by Company subsidiaries and certain subsidiaries of
the Company, Bexil Corporation and Tuxis Corporation. Previously, she was
Special Assistant Corporation Counsel to New York City Administration for
Children's Services from 1998 to 2000. She earned her Juris Doctor from St.
John's University School of Law in 1997. She is a member of the New York State
Bar.
-24-
Each director is elected by the vote or written consent of the holder of a
majority of the Class B Common Stock and holds office until the next meeting of
the Class B common stockholder and until his successor is elected and qualified,
or until his earlier death, resignation or removal.
The Company has adopted a Code of Ethic as defined in Item 406 of Regulation
S-KB, which code applies to all of its employees, including its principal
executive officer, principal financial officer, accounting officer, and persons
performing similar functions. The Code of Ethics is available by calling the
Company at 1-212-785-0900.
The Audit Committee assists the Company's Board of Directors in its oversight of
the quality and integrity of the accounting, audit and reporting practices of
the Company. The Audit Committee's role includes discussing with management the
Company's processes to manage business and financial risk and for compliance
with significant applicable legal, ethical and regulatory requirements. The
Audit Committee is responsible for the appointment, replacement, compensation
and oversight of the independent auditor engaged to prepare or issue audit
reports on the financial statements of the Company. The Audit Committee relies
on the expertise and knowledge of management, the internal auditor, and the
independent auditors in carrying out its oversight responsibilities.
The Audit Committee of the Board of Directors consists of Charles A. Carroll,
Edward G. Webb, Jr. and Mark C. Winmill. Each member of the audit committee is
independent as defined under the Nasdaq Marketplace rules except for Mark C.
Winmill. The Board of Directors had determined that Charles A. Carroll, Edward
G. Webb, Jr. and Mark C. Winmill have sufficient knowledge in financial and
accounting matters to serve on the Committee and each is an "audit committee
financial expert" as defined by SEC rules.
Based solely on the information from Forms 3, 4, and 5 furnished to it, the
Company believes that the directors, officers, and owners of more than 10
percent of the Class A Common Stock of the Company have filed on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934 during
the most recent fiscal year.
Forms 4/A were filed on behalf of Charles A. Carroll on April 1, 2004 to amend
Forms 4 submitted on January 3, 2001 and February 9, 2001. Additionally, Form
4/A was filed on behalf of Robert D. Anderson on April 1, 2004 to amend Form 4
submitted on September 15, 2003.
Item 10. Executive Compensation
The following information and tables set forth the information required under
the Securities and Exchange Commission's executive compensation rules.
-25-
Summary Compensation Table
The following table sets forth, for the three years ended December 31, 2003, the
compensation paid to the chief executive and the other officers whose total
annual salary and bonus exceeded $100,000 in 2003.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation
Compensation ------------
------------------ Securities All Other
Name And Salary Bonus Other Annual Underlying Compensation
Principal Position Year ($) ($) Compensation* Options ----------------
- ------------------ ---- ---------------------- ------------- ----------- (a) (b)
Bassett S. Winmill 2003 $ 100,000(c) $ - - - $1,174 $6,000
Chairman 2002 $ 131,733(c) $ - - 80,000 $1,174 $6,888
2001 $ 315,000 $ 13,125 - 55,000 $3,584 $6,300
Thomas B. Winmill 2003 $ 100,000(d) $ - - - $ 120 $5,500
President and 2002 $ 110,970(d) $ - - 80,000 $ 120 $6,600
Chief Executive Officer 2001 $ 187,500(d) $ 10,416 - 55,000 $ 300 $6,300
Monica Pelaez 2003 $ 100,000 $ 5,769 - 5,000 $ 96 $6,346
Vice President, Secretary 2002 $ 80,000 $ 10,000 - 5,000 $ 68 $5,400
2001 $ 70,000 $ 2,969 - 5,000 $ 53 $2,975
* Information omitted as perquisites do not exceed the lesser of $50,000
or 10% of the total annual salary and bonus for the year for the named
executive officers.
(a) Represents term life insurance
(b) Represents Company's matching contributions to 401(k) Plan.
(c) Bassett Winmill also received $243,750 and $200,000 in 2003 and 2002,
respectively, in compensation and bonus from Bexil Corporation and
$200,000 and $175,000 in 2003 and 2002, respectively, in compensation from
Tuxis Corporation for his services as Executive Chairman.
(d) Thomas Winmill also received $471,667, $350,000 and $62,500 in 2003, 2002
and 2001, respectively, in compensation and bonus from Bexil Corporation
for his services as President.
-26-
Option Grants Table
- -------------------
The following table sets forth, for the year ended December 31, 2003,
information regarding the options granted for each of the executive officers
named in the Summary Compensation Table.
Potential Realizable
Value At Assumed
Annual Rates Of
Stock Price
Appreciation For
Individual Grants Option Term
----------------------------------------------------------------- ------------------------
Number Of % Of Total
Securities Options
Underlying Granted To
Options Employees In Exercise Expiration
Name Granted Fiscal Year Price Date 5% 10%
---- ------------ --------------- ---------- -------------- -- ---
Bassett S. Winmill - - - - $ - $ -
Thomas B. Winmill - - - - $ - $ -
Monica Pelaez - - - - $ - $ -
Aggregated Option Exercises and Fiscal Year-End Option Value Table
- ------------------------------------------------------------------
The following table sets forth, for the year ended December 31, 2003,
information regarding the outstanding options for each of the executive officers
named in the Summary Compensation Table.
Number of
Shares of
Class A Stock Value of
Number of Underlying Unexercised
Shares of Unexercised In-The-Money
Class A Options at Options at
Stock Dollar 12-31-03 (#) 12-31-03 ($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
- ---- ----------- -------- ------------- --------------
Bassett S. Winmill 80,000 $132,275 0 / 0 $0 / $0
Thomas B. Winmill 80,000 $132,275 0 / 0 $0 / $0
Monica Pelaez 0 $0 5,000 / 0 $11,450 / $0
Long-Term Incentive Plan Awards Table
- -------------------------------------
There were no long-term incentive plan awards made during the year ended
December 31, 2003 to the executive officers named in the Summary Compensation
Table.
Compensation of Directors
- -------------------------
Edward G. Webb, Jr., Charles A. Carroll and Mark C. Winmill were the only
individuals who received compensation for their service as directors of the
Company in 2003. They were each paid $500 per quarter as a retainer and $2,000
per quarterly meeting attended plus expenses. For the year ended December 31,
2003, Mr. Webb, Mr. Carroll and Mr. Mark C. Winmill were each paid $10,000 for
attending four regular meetings and annual retainer.
-27-
Employment Contracts
- --------------------
The Company has no employment or termination contracts with any of its employees
except to the extent of the agreement described in Notes 9 and 11 to the
financial statements.
1995 Long-Term Incentive Plan
- -----------------------------
On December 6, 1995, the Board of Directors of the Company ("Board") and the
Class B voting common stockholder adopted the Winmill & Co. Incorporated 1995
Long-Term Incentive Plan ("Plan") under which, as amended, a maximum of 600,000
options and stock-based awards (collectively, "Awards") may be made to
directors, officers and employees of the Company or its subsidiaries. The
amended Plan is described below.
The purpose of the Plan is to assist the Company and its subsidiaries in
attracting and retaining officers, directors and others for the benefit of the
Company. The Plan also acts as an incentive in motivating selected officers and
key employees to achieve long-term objectives of the Company, which is intended
to inure to the benefit of all stockholders of the Company. Any proceeds raised
by the Company under the Plan will be used for working capital purposes.
General Provisions
- ------------------
Duration of the Plan; Share Authorization. The Plan will terminate on December
6, 2005, unless terminated earlier by the Board.
Six hundred thousand (600,000) shares of the Company's Class A Common Stock
("Shares") have been available for Awards under the Plan. The Shares to be
offered under the Plan are authorized and unissued Shares, or issued Shares that
have been reacquired by the Company and held in its treasury.
Shares covered by any unexercised portions of terminated options, Shares
forfeited by Participants, and Shares subject to any Awards that are otherwise
surrendered by a Participant without receiving any payment or other benefit with
respect thereto may again be subject to new Awards under the Plan. In the event
the purchase price of an option or tax withholding relating to an Award is paid
in whole or in part through the delivery of Shares, the number of Shares
issuable in connection with the exercise of the option may not again be
available for the grant of Awards under the Plan.
Plan Administration. The Plan is administered by the Board or Compensation
Committee ("Committee") of the Board. The Committee is composed of at least two
directors of the Company, each of whom is a "Non-Employee Director" as defined
in Rule 16b-3 promulgated by the SEC ("Rule 16b-3") under Section 16 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"). When the Committee
is administering the Plan, the Committee will determine the officers and other
key employees who will be eligible for and granted Awards, determine the amount
and type of Awards, establish and modify administrative rules relating to the
Plan, impose such conditions and restrictions on Awards as it determines
appropriate and take such other action as may be necessary or advisable for the
proper administration of the Plan. The Board or Committee may, with respect to
Participants who are not subject to Section 16 of the Exchange Act, delegate
such of its powers and authority under the Plan as it deems appropriate to
certain officers or employees of the Company.
Plan Participants. Any employee of the Company or its subsidiaries, whether or
not a director of the Company, may be selected by the Board or Committee to
receive an Award under the Plan. Non-Employee Directors shall receive such
Awards (other than Incentive Stock Options) as the Board in its discretion may
designate.
-28-
Awards Available Under the Plan
- -------------------------------
Awards to employees under the Plan may take the form of stock options or
Restricted Share Awards. Awards under the Plan may be granted alone or in
combination with other Awards. The consideration for issuance of Awards under
the Plan is the continued services of the employees and non-employee directors
to the Company and its subsidiaries.
Stock Options Granted to Employees. Stock options ("Incentive Stock Options")
meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto ("Code"), and stock options
that do not meet such requirements ("Non-Qualified Stock Options") are both
available for grant to employees under the Plan.
The term of each option will be determined by the Board or Committee, but no
option will be exercisable more than ten years after the date of grant. If,
however, an Incentive Stock Option is granted to a Participant who, at the time
of grant of the option, owns (or is deemed to own under Section 424(d) of the
Code) more than 10% (a "Ten Percent Shareholder") of the Company's Class B
common stock, par value $0.01 per share ("Company Voting Securities"), the
option is not exercisable more than five years after the date of grant. Options
may also be subject to restrictions on exercise, such as exercise in periodic
installments, performance targets and waiting periods, as determined by the
Board or Committee.
The exercise price of each option is determined by the Board or Committee;
however, the per share exercise price of an option must be at least equal to
100% of the Fair Market Value (as defined below) of a Share on the date of grant
of such option. If, however, an Incentive Stock Option is granted to a Ten
Percent Shareholder, the per share exercise price of the option must be at least
equal to 110% of the Fair Market Value of a Share on the date of grant of such
option. Fair Market Value of a Share means, as of any given date, the most
recently reported sale price of a Share on such date as of the time when Fair
Market Value is being determined on the principal national securities exchange
on which the Shares are then traded or, if the Shares are not then traded on a
national securities exchange, the most recently reported sale price of the
Shares on such date as of the time when Fair Market Value is being determined on
Nasdaq; provided, however, that, if there were no sales reported as of such
date, Fair Market Value is the last sale price previously reported. In the event
the Shares are not admitted to trade on a securities exchange or quoted on
Nasdaq, the Fair Market Value of a Share as of any given date is as determined
in good faith by the Board or Committee. Notwithstanding the foregoing, the Fair
Market Value of a Share will never be less than par value per share.
Subject to whatever installment exercise and waiting period provisions the Board
or Committee may impose, options may be exercised in whole or in part at any
time prior to expiration of the option by giving written notice of exercise to
the Company specifying the number of Shares to be purchased. Such notice must be
accompanied by payment in full of the purchase price in such form as the Board
or Committee may accept. If and to the extent determined by the Board or
Committee in its discretion at or after grant, payment in full or in part may
also be made in the form of Shares duly owned by the Participant (and for which
the Participant has good title, free and clear of any liens and encumbrances)
based on the Fair Market Value of the Shares on the date the option is
exercised. In the case of an Incentive Stock Option, however, the right to make
payment of the purchase price in the form of Shares may be authorized only at
the time of grant.
Stock options granted under the Plan are not transferable except by will or the
laws of descent and distribution and may be exercised, during the Participant's
lifetime, only by the Participant.
Unless the Board or Committee provides for a shorter period of time, upon a
Participant's termination of employment other than by reason of death or
disability, the Participant may, within three months from the date of such
termination of employment, exercise all or any part of his or her options as
were exercisable at the date of termination of employment but only if (x) the
Participant resigns or retires and the Board or Committee consents to such
resignation or retirement and (y) such termination of employment is not for
cause. In no event, however, may any option be exercised after the time when it
would otherwise expire. If such termination of employment is for cause or the
Board or Committee does not so consent, the right of such Participant to
exercise such options will terminate at the date of termination of employment.
-29-
Further, unless the Board or Committee provides for a shorter period of time,
upon a Participant's becoming disabled (such date being the "Disability Date"),
the Participant may, within one year after the Disability Date, exercise all or
a part of his or her options that were exercisable upon such Disability Date. In
no event, however, may any option be exercised after the time when it would
otherwise expire.
Further, unless the Board or Committee provides for a shorter period of time, in
the event of the death of a Participant while employed by the Company or prior
to the expiration of the option as provided for in the event of disability, to
the extent all or any part of the option was exercisable as of the date of death
of the Participant, the right of the Participant's beneficiary to exercise the
option will expire upon the expiration of one year from the date of the
Participant's death (but in no event more than one year from the Participant's
Disability Date) or on the stated termination date of the option, whichever is
earlier. In the event of the Participant's death, the Board or Committee may, in
its sole discretion, accelerate the right to exercise all or any part of an
Option that would not otherwise be exercisable.
To the extent all or any part of an option was not exercisable as of the date of
a Participant's termination of employment, such right will expire at the date of
such termination of employment. Notwithstanding the foregoing, the Board or
Committee, in its sole discretion and under such terms as it deems appropriate,
may permit a Participant who will continue to render significant services to the
Company after his or her termination of employment to continue to accrue service
with respect to the right to exercise his or her options during the period in
which the individual continues to render such services.
Restricted Shares. The Board or Committee may award restricted Shares
("Restricted Shares") to a Participant. Such a grant gives a Participant the
right to receive Shares subject to a risk of forfeiture based upon certain
conditions. The forfeiture restrictions on the Restricted Shares may be based
upon performance standards, length of service or other criteria as the Board or
Committee may determine. Until all restrictions are satisfied, lapsed or waived,
the Company will maintain control over the Restricted Shares but the Participant
will be entitled to receive dividends on the Restricted Shares; provided,
however, that any Shares distributed as a dividend or otherwise with respect to
any Restricted Shares as to which the restrictions have not yet lapsed will be
subject to the same restrictions as such Restricted Shares. When all
restrictions have been satisfied and/or waived or have lapsed, the Company will
deliver to the Participant or, in the case of the Participant's death, his or
her beneficiary, stock certificates for the appropriate number of Shares, free
of all restrictions (except those imposed by law). None of the Restricted Shares
may be assigned or transferred (other than by will or the laws of descent and
distribution), pledged or sold prior to lapse or release of the applicable
restrictions.
All of a Participant's Restricted Shares and rights thereto are forfeited to the
Company unless the Participant continues in the service of the Company or any
parent or subsidiary of the Company as an employee until the expiration of the
forfeiture period, and all other applicable restrictions of the Restricted
Shares. Notwithstanding the foregoing, the Board or Committee may, in its sole
discretion, waive the forfeiture period and any other applicable restrictions on
a Participant's Restricted Share Award, provided that the Participant must at
that time have completed at least one year of employment after the date of
grant.
Awards Granted to Non-Employee Directors. Non-Employee Directors are eligible
only to receive Non-Qualified Stock Options and Awards of Restricted Shares. All
such grants may be made only by the Board. The terms and conditions applicable
to grants of such Awards to Non-Employee Directors (except where specifically
stated herein to the contrary) are the same as those applicable to grants of
Non-Qualified Options and Restricted Shares to employees, except that references
to (a) the Committee shall be deemed to refer to the Board (b) employees shall
be deemed to refer to Non-Employee Directors and (c) termination of employment
shall be deemed to refer to termination of service.
-30-
Termination and Amendment
- -------------------------
The Board may amend or terminate the Plan at any time it is deemed necessary or
appropriate; provided, however, that no amendment may be made, without the
affirmative approval of the holder of Company Voting Securities, that would
require stockholder approval under Rule 16b-3, the Code or other applicable law
unless the Board determines that compliance with Rule 16b-3 and/or the Code is
no longer desired.
Except as provided by the Board or Committee, in its sole discretion, at the
time of an Award or pursuant to certain antidilution provisions (as discussed
below), no Award granted under the Plan to a Participant may be modified (unless
such modification does not materially decrease the value of the Award) after the
date of grant except by express written agreement between the Company and the
Participant, provided that any such change (a) may not be inconsistent with the
terms of the Plan, and (b) must be approved by the Board or Committee.
The Board has the right and the power to terminate the Plan at any time. No
Award may be granted under the Plan after the termination of the Plan, but the
termination of the Plan will not have any other effect and any Award outstanding
at the time of the termination of the Plan may be exercised after termination of
the Plan at any time prior to the expiration date of such Award to the same
extent such Award would have been exercisable had the Plan not terminated.
Antidilution Provisions
- -----------------------
Recapitalization. The number and kind of shares subject to outstanding Awards,
the purchase price or exercise price of such Awards, and the number and kind of
shares available for Awards subsequently granted under the Plan will be
appropriately adjusted to reflect any stock dividend, stock split, combination
or exchange of shares, merger, consolidation or other change in capitalization
with a similar substantive effect upon the Plan or the Awards granted under the
Plan. The Board or Committee has the power and sole discretion to determine the
nature and amount of the adjustment to be made in each case. However, in no
event will any adjustment be made in accordance with the Plan's antidilution
provisions to any previous grant of Restricted Shares if an adjustment has been
or will be made to the Shares awarded to a Participant in such person's capacity
as a stockholder.
Sale or Reorganization. After any reorganization, merger or consolidation in
which the Company is the surviving entity, each Participant will, at no
additional cost, be entitled upon the exercise of an Award outstanding prior to
such event, and in connection with the payout after such event of any Award
outstanding at the time of such event, to receive (subject to any required
action by stockholders), in lieu of the number of Shares receivable or
exercisable pursuant to such option, the number and class of shares of stock or
other securities to which such Participant would have been entitled pursuant to
the terms of the reorganization, merger or consolidation if, at the time of such
reorganization, merger or consolidation, such Participant had been the holder of
record of a number of Shares equal to the number of Shares receivable or
exercisable pursuant to such Award. Comparable rights will accrue to each
Participant in the event of successive reorganizations, mergers or
consolidations of the character described above.
Options to Purchase Stock of Acquired Companies. After any reorganization,
merger or consolidation in which the Company is a surviving entity, the Board or
Committee may grant substituted options under the provisions of the Plan,
pursuant to Section 424 of the Code, replacing old options granted under a plan
of another party to the reorganization, merger or consolidation whose stock
subject to the old options may no longer be issued following such merger or
consolidation. The foregoing adjustments and manner of application of the
foregoing provisions will be determined by the Board or Committee in its sole
discretion. Any such adjustments may provide for the elimination of any
fractional Shares that might otherwise become subject to any options.
-31-
Item 11. Security Ownership of Certain Beneficial Owners and Management.
(a) Bassett S. Winmill, Chairman of the Board of Directors, owns all of the
issued and outstanding shares of the Company's Class B Common Stock, which
represents 100% of the Company's voting securities.
(b) The following table sets forth, as of December 31, 2003, information
relating to beneficial ownership by individual directors of the Company,
executive officers named in the Summary Compensation Table and by
directors and executive officers of the Company as a group, of the
currently issued and outstanding Class A Common Stock of the Company.
Amount and Nature of Percent
Name of Beneficial Owner Beneficial Ownership (4) of Class
------------------------ ------------------------ --------
Bassett S. Winmill 185,669 12.4%
Thomas B. Winmill 134,481 (1) 9.0%
Robert D. Anderson 86,969 5.8%
Edward G. Webb, Jr. 21,164 (2) 1.4%
Charles A. Carroll 27,500 (2) 1.8%
Mark C. Winmill 47,564 3.2%
Monica Pelaez 5,000 (3) 0.3%
All directors and executive officers as a group (7 persons) 508,447 33.2%
(1) Includes 10,000 shares held by Thomas B. Winmill's sons, of which he
disclaims beneficial ownership.
(2) Includes options exercisable to purchase 17,500 shares.
(3) Includes options exercisable to purchase 5,000 shares.
(4) The nature of the beneficial ownership for all the Class A Common Stock is
investment power.
Item 12. Certain Relationships and Related Transactions
The following sets forth the reportable items regarding indebtedness of
management in excess of $60,000.
Largest Amount
Amount Of Outstanding At
Name and Relationship Indebtedness December 31, 2003
------------ -----------------
Bassett S. Winmill, Chairman * $265,816 $0
Thomas B. Winmill, President * $197,398 $0
Mark C. Winmill, Director * $225,158 $0
* In connection with the exercise of stock options and related tax expense,
the Company received notes with interest rates ranging from 2.45% to 2.48%
per annum payable on December 31, 2004. These notes were fully repaid during
2003.
-32-
Item 13. Exhibits, Consolidated Financial Statements and Schedules, and
Reports on Form 8-K
(a) (1) Financial Statements
See Item 7 for a list of the financial statements filed as
part of this report.
(2) Financial Statement Schedules by Regulation S-X are not
required under the related instructions or are inapplicable,
and therefore have been omitted.
(3) Exhibits
(2) Not applicable
(3) Certificate of Incorporation as amended October 24,
1989 as filed as an exhibit to Form 10-K for the year
ended December 31, 1992 and incorporated herein by
reference; Certificate of Incorporation as amended
April 1, 1999 as filed as an exhibit to Form 10-K/A for
the year ended December 31, 1998 and incorporated
herein by reference; By-Laws amended as of October 1,
1993 as filed as an exhibit to Form 10-K for the year
ended December 31, 1993 and incorporated herein by
reference, and By-Laws amended as of April 1, 1999 as
filed as an exhibit to Form 10-K/A for the year ended
December 31, 1998 and incorporated herein by reference.
(4) Instruments defining the rights of security holders,
including indentures (see Article Four of Certificate
of Incorporation).
(9) Not applicable.
(10) Material Contracts
(a) Investment Management Agreements, Distribution
Agreements and Plans of Distribution ("12b-1
Plans") between subsidiaries of the Company and
the Funds and Non-Exclusive License Agreements
between the Company and the Funds:
Non-Exclusive
Management Distribution 12b-1 License
Fund Agreement Agreement Plan Agreement
---- ---------- ------------ ----- -------------
(i) Foxby Corp. (5) - - (5)
(ii) Global Income Fund, Inc. (4) - - -
(iii) Midas Dollar Reserves, Inc. (1) (1) (1) (3)
(iv) Midas Fund, Inc. (2) (2) (2) (3)
(v) Midas Special Equities Fund, Inc. (1) (1) (1) (3)
(1) Filed as exhibits to Form 10-K for the
year ended December 31, 1993 and
incorporated herein by reference.
(2) Filed as exhibits to Form 10-K for the
year ended December 31, 1995 and
incorporated herein by reference.
-33-
(3) Filed as exhibits to Form 10-K for the
year ended December 31, 1997 and
incorporated herein by reference.
(4) Filed as exhibits to Form 10-K for the
year ended December 31, 1999 and
incorporated herein by reference.
(5) Filed as exhibits to Form 10-KSB for
the year ended December 31, 2002 and
incorporated herein by reference.
(b) Winmill & Co. Incorporated 1995 Long-Term
Incentive Plan, as adopted December 6, 1995
and amended February 6, 1996, filed as
exhibit to Form 10-K for the year ended
December 31, 1995 and incorporated herein by
reference.
(c) Section 422A Incentive Stock Option Plan, as
adopted December 5, 1990, filed as exhibit
to Form 10-K for the year ended December 31,
1990 and incorporated herein by reference.
(d) Investment Management Transfer Agreements
between the investment management
subsidiaries of the Company and filed as
exhibit to Form 10-K for the year ended
December 31, 1992 and incorporated herein by
reference.
(e) Winmill & Co. Incorporated Investment Plan,
filed as an exhibit to Form 10-K for the
year ended December 31, 1993 and
incorporated herein by reference.
(f) Death Benefit Agreement dated July 22, 1994
and filed as exhibit to Form 10-K for the
year ended December 31, 1994 and
incorporated herein by reference.
(g) Winmill & Co. Incorporated Incentive Stock
Option Agreement for Employees - Bassett S.
Winmill filed as an exhibit to Form 10-K for
the year ended December 31, 1995 and
incorporated herein by reference.
(h) Winmill & Co. Incorporated Incentive Stock
Option Agreement for Employees - Robert D.
Anderson filed as an exhibit to Form 10-K
for the year ended December 31, 1995 and
incorporated herein by reference.
(i) Winmill & Co. Incorporated Incentive Stock
Option Agreement for Employees - Mark C.
Winmill filed as an exhibit to Form 10-K for
the year ended December 31, 1995 and
incorporated herein by reference.
(j) Winmill & Co. Incorporated Incentive Stock
Option Agreement for Employees - Thomas B.
Winmill filed as an exhibit to Form 10-K for
the year ended December 31, 1995 and
incorporated herein by reference.
(k) Winmill & Co. Incorporated Stock Option
Agreement - Edward G. Webb, Jr. filed as an
exhibit to Form 10-K for the year ended
December 31, 1995 and incorporated herein by
reference.
(l) Winmill & Co. Incorporated Stock Option
Agreement - Charles A. Carroll filed as an
exhibit to Form 10-K for the year ended
December 31, 1995 and incorporated herein by
reference.
-34-
(m) Winmill & Co. Incorporated 1995 Long-Term
Incentive Plan, (as Amended and Restated as
of October 29, 1997), filed as exhibit to
Form 10-K for the year ended December 31,
1997 and incorporated herein by reference.
(n) Option Certificate for Bassett S. Winmill
filed as an exhibit to Form 10-K for the
year ended December 31, 1997 and
incorporated herein by reference.
(o) Option Certificate for Edward G. Webb, Jr.
filed as an exhibit to Form 10-K for the
year ended December 31, 1997 and
incorporated herein by reference.
(p) Option Certificate for Charles A. Carroll
filed as an exhibit to Form 10-K for the
year ended December 31, 1997 and
incorporated herein by reference.
(q) Option Certificate for Thomas B. Winmill
filed as an exhibit to Form 10-K for the
year ended December 31, 1997 and
incorporated herein by reference.
(r) Option Certificate for Robert D. Anderson
filed as an exhibit to Form 10-K for the
year ended December 31, 1997 and
incorporated herein by reference.
(s) Purchase Agreement, dated as of December 17,
1998, by and among Winmill & Co.
Incorporated (formerly Bull & Bear Group,
Inc.), Bull & Bear Securities, Inc. and RBC
Holdings (USA) Inc., with all exhibits
thereto filed as an exhibit to Form 8-K on
December 18, 1998 and incorporated herein by
reference.
(t) Death Benefit Agreement as amended April
2002 filed as exhibit to Form 10-KSB for the
year ended December 31, 2002 and
incorporated herein by reference.
(11) Statement Regarding Computation of Per Share Earnings
(12) Not applicable.
(13) Not applicable.
(16) Not applicable.
(18) Not applicable.
(21) Wholly-Owned Subsidiaries of the Company
(23) Not applicable.
(24) Not applicable.
(27) Not applicable.
(28) Not applicable.
(99) Code of Ethics for Principal Executives and Senior Financial
Officers.
(b) Reports on Form 8-K.
November 14, 2003 - Regulation FD Disclosure - Financial Results
for the third quarter and nine months ended September 30, 2003.
8-K/A - December 2, 2003 - Regulation FD Disclosure - Financial
Results for the third quarter and nine months ended September 30,
2003.
-35-
Item 14. Principal Accountant Fees and Services
During the years ended December 31, 2003 and 2002, the Company was billed the
aggregate fees set forth below by Tait, Weller & Baker, the Company's principal
accountant during 2003 and 2002:
2003 2002
---- ----
Audit Fees $ 47,500 $ 47,500
Audit Related Fees 4,000 4,150
Tax Fees 22,065 15,000
All Other fees - -
--------- ---------
Total Fees $ 73,565 $ 66,650
========= =========
Audit fees include fees related to the annual independent audit of the Company's
financial statements. Audit related fees include fees related to the quarterly
review of the Company's Form 10-QSB filings. Tax fees include fees related to
the preparation of the annual federal, state and city tax returns and other tax
services.
The Audit Committee also has adopted a formal policy concerning approval of
audit and non-audit services to be provided by the independent auditor of the
Company. The policy requires that all services Tait, Weller & Baker, the
Company's independent auditor, may provide to the Company, including audit
services and permitted audit-related and non-audit services, be pre-approved by
the Audit Committee. The Audit Committee approved all audit and tax services
provided by Tait, Weller & Baker.
-36-
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WINMILL & CO. INCORPORATED
March 31, 2004 By: /s/ William G. Vohrer
-----------------------------------
William G. Vohrer
Chief Financial Officer,
Treasurer, Chief Accounting
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
March 31, 2004 By: /s/ Thomas B. Winmill
-----------------------------------
Bassett S. Winmill, Chairman of
the Board, Director
Thomas B. Winmill on behalf of
Bassett S. Winmill by Power of
Attorney signed 12/11/01
March 31, 2004 By: /s/ Thomas B. Winmill
-----------------------------------
Robert D. Anderson, Vice
Chairman, Director
Thomas B. Winmill on behalf of
Robert D. Anderson by Power of
Attorney signed 12/11/01
March 31, 2004 By: /s/ Thomas B. Winmill
-----------------------------------
Thomas B. Winmill, Esq.,
President
Chief Executive Officer,
General Counsel, Director
March 31, 2004 By: /s/ Thomas B. Winmill
-----------------------------------
Edward G. Webb, Jr., Director
Thomas B. Winmill on behalf of
Edward G. Webb, Jr. by Power of
Attorney signed 12/11/01
March 31, 2004 By: /s/ Thomas B. Winmill
-----------------------------------
Charles A. Carroll, Director
Thomas B. Winmill on behalf of
Charles A. Carroll by Power of
Attorney signed 12/11/01
March 31, 2004 By: /s/ Thomas B. Winmill
-----------------------------------
Mark C. Winmill, Director
Thomas B. Winmill on behalf of
Mark C. Winmill by Power of
Attorney signed 12/11/01
-37-
Certification Under Section 906
Of The Sarbanes-Oxley Act of 2002
Certification of Periodic Financial Report
Pursuant to 18 U.S. C. Section 1350
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Winmill &
Co. Incorporated (the "Company") certifies that the Annual Report on Form 10-KSB
of the Company of the fiscal year ended December 31, 2003 fully complies with
the requirements of Section 13(a) or 15 (d), as applicable, of the Securities
Exchange Act of 1934 and information contained in that Form 10-KSB fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
Dated: March 31, 2004 /s/ Thomas B. Winmill
-----------------------------------
Thomas B. Winmill
Chief Executive Officer and
President
Dated: March 31, 2004 /s/ William G. Vohrer
-----------------------------------
Chief Financial Officer,
Treasurer, Chief Accounting
Officer
-38-
Certification- Exchange act rules 13a-14 and 15d-14
I, Thomas B. Winmill, certify that:
1. I have reviewed this annual report on Form 10-KSB of Winmill & Co.
Incorporated;
2. Based on my knowledge, this Annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 31, 2004
/s/ Thomas B. Winmill
- ----------------------
Chief Executive Officer
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Certification- Exchange act rules 13a-14 and 15d-14
I, William G. Vohrer, certify that:
1. I have reviewed this annual report on Form 10-KSB of Winmill & Co.
Incorporated;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 31, 2004
/s/ William G. Vohrer
-----------------------
Chief Financial Officer, Treasurer, Chief Accounting Officer
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INDEX TO EXHIBITS
(3) Exhibits
(11) Statement Regarding Computation of Per Share Earnings.
(21) Wholly-Owned Subsidiaries of the Company.
(99) Code of Ethics for Principal Executives and Senior Financial
Officers.
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