EX-99 2 a4831934ex99.txt EXHIBIT 99 PRESS RELEASE Exhibit 99 Gabelli Pro Forma Financial Data for Settlement of Mandatory Convertible Purchase Contracts RYE, N.Y.--(BUSINESS WIRE)--Feb. 28, 2005--Gabelli Asset Management Inc. (NYSE: GBL) issued 1,517,483 shares of class A common stock and received proceeds of $70,567,500 on February 17, 2005 in settlement of the purchase contracts issued pursuant to its mandatory convertible securities. Gabelli's statements of financial condition at December 31, 2003 and December 31, 2004 are presented in Table I along with a pro forma statement of financial condition as of February 17, 2005 based on December 31, 2004 balances, adjusted for the issuance of the common shares and the receipt of proceeds. On February 17, 2005, Gabelli's stockholders' equity totaled approximately $423 million on this pro forma basis compared to $378 million and $352 million on December 31, 2003 and 2004, respectively. Gabelli issued these mandatory convertible securities consisting of purchase contracts and senior notes in February 2002. The senior notes due February 17, 2007 were remarketed in November 2004 and the interest rate was reset from 6% to 5.22% at that time. During 2004, Gabelli returned over $100 million of earnings to shareholders through its stock buyback program and quarterly and special dividends. Gabelli Asset Management Inc., through its subsidiaries, manages approximately $28.7 billion in assets of private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli Funds, LLC), and partnerships and offshore funds (Alternative Investment Group). SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION Our disclosure and analysis in this press release contain some forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation: the adverse effect from a decline in the securities markets; a decline in the performance of our products; a general downturn in the economy; changes in government policy or regulation; changes in our ability to attract or retain key employees; and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations. We also direct your attention to any more specific discussions of risk contained in our Form 10-K and other public filings. We are providing these statements as permitted by the Private Litigation Reform Act of 1995. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations or if we receive any additional information relating to the subject matters of our forward-looking statements. Table I GABELLI ASSET MANAGEMENT INC. CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION (In thousands) (a) December 31, December 31, February 17, 2003 2004 2005 ------------ -------------- ------------- ASSETS (unaudited) (unaudited) Cash and cash equivalents $ 386,511 $ 257,096 $ 327,663 Investments 295,411 381,689 381,689 Receivables 39,667 46,571 46,571 Other assets 14,922 13,616 13,616 ------------ -------------- ------------- Total assets $ 736,511 $ 698,972 $ 769,539 ============ ============== ============= LIABILITIES AND STOCKHOLDERS' EQUITY Compensation payable $ 25,552 $ 27,645 $ 27,645 Income taxes payable 12,323 8,526 8,526 Accrued expenses and other liabilities 27,900 22,142 22,142 ------------ -------------- ------------- Total operating liabilities 65,775 58,313 58,313 5.5% Senior notes (due May 15, 2013) 100,000 100,000 100,000 5% Convertible note (conversion price, $52 per share; note due August 14, 2011) 100,000 100,000 100,000 5.22% Senior notes (remarketed November 17, 2004;due February 17, 2007) - - 82,308 Mandatory convertible securities (purchase contract settlement date, February 17, 2005; notes due February 17, 2007) 84,030 82,308 - ------------ -------------- ------------- Total liabilities 349,805 340,621 340,621 Minority interest 8,395 6,171 6,171 Stockholders' equity (b) 378,311 352,180 422,747 ------------ -------------- ------------- Total liabilities and stockholders' equity $ 736,511 $ 698,972 $ 769,539 ============ ============== ============= (a) Represents pro forma statement of financial condition as of February 17, 2005 based on the December 31, 2004 statement of financial condition adjusted only for the issuance of 1,517,483 shares of class A common stock and the receipt of proceeds totaling $70,567,500 on February 17, 2005 in settlement of the purchase contracts issued pursuant to its mandatory convertible securities. (b) Shares outstanding: 30,049,556 at 12/31/03; 28,837,034 at 12/31/04; 30,355,217 at 2/17/05. CONTACT: Gabelli Asset Management Michael R. Anastasio, 914/921-5147 or For further information please visit www.gabelli.com