10QSB 1 march-10q.txt 2002 FIRST QUARTER REPORT As filed with the Securities and Exchange Commission on May 15, 2002 -------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the ----- Securities Exchange Act of 1934 For the quarterly period ended March 31, 2002 or _____ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From _____________ to ____________ For Quarter Ended March 31, 2002 Commission File Number 0-9667 WINMILL & CO. INCORPORATED -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-1897916 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 11 Hanover Square, New York, New York 10005 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 212-785-0900 -------------------------------------------------------------------------------- (Company's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes__X__ No_____ The number of shares outstanding of each of the registrant's classes of common stock, as of April 30, 2002, were as follows: Class A Common Stock non-voting, par value $.01 per share - 1,628,320 shares Class B Common Stock voting, par value $.01 per share - 20,000 shares WINMILL & CO. INCORPORATED FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2002 INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheet - (Unaudited) March 31, 2002 3 Condensed Consolidated Statements of Income (Loss) - (Unaudited) Three Months Ended March 31, 2002 and March 31, 2001 4 Condensed Consolidated Statements of Cash Flows - (Unaudited) Three Months Ended March 31, 2002 and March 31, 2001 5 Notes to Consolidated Financial Statements (Unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders During First Quarter of the Year Ended December 31, 2001 14 Item 6. Exhibits and Reports on Form 8-K 14 Management's Representation and Signatures 15 2 WINMILL & CO. INCORPORATED CONSOLIDATED BALANCE SHEET March 31, 2002 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 2,370,782 Marketable securities (Note 2) 4,804,114 Other receivables 121,362 Prepaid expenses and other assets 313,462 ------------- Total Current Assets 7,609,720 ------------- Equipment, furniture and fixtures, net 46,407 Excess of cost over net book value of subsidiaries, net 191,882 Other 353,983 ------------- 592,272 ------------- Total Assets $ 8,201,992 ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accrued liabilities $ 151,404 Other current liabilities 63,319 ------------- Total Current Liabilities 214,723 ------------- Deferred Tax Credit 36,300 ------------- Shareholders' Equity: (Notes 2, 5, 6 and 7) Common Stock, $.01 par value Class A, 10,000,000 shares authorized; 1,628,320 shares issued and outstanding 16,283 Class B, 20,000 shares authorized; 20,000 shares issued and outstanding 200 Additional paid-in capital 6,807,985 Retained earnings 1,680,650 Notes receivable for common stock issued (563,502) Accumulated other comprehensive income 9,353 ------------- Total Shareholders' Equity 7,950,969 ------------- Total Liabilities and Shareholders' Equity $ 8,201,992 ============= See accompanying notes to consolidated financial statements. 3 WINMILL & CO. INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (Unaudited) Three Months Ended March 31, 2002 2001 ---- ---- Revenues: Management, distribution and other fees $ 343,616 $ 479,056 Consulting fee - 50,000 Net realized and unrealized gains (losses) from investments 317,184 (72,601) Dividends, interest and other 63,972 69,006 --------- -------- 724,772 525,462 --------- -------- Expenses: General and administrative 230,463 261,427 Marketing 124,652 234,237 Expense reimbursements to the Funds (Note 9) 49,450 83,851 Professional fees 38,440 83,963 Amortization and depreciation 8,919 13,624 --------- -------- 451,924 677,102 --------- ------- Income (loss) before income taxes 272,848 (151,640) Income taxes (benefit) provision (Note 8) 104,750 (55,745) --------- -------- Net Income (loss) $ 168,098 $(95,895) ========= ======== Per share data: Basic Net income (loss) $ 0.10 $ (0.06) Diluted Net income (loss) $ 0.10 $ (0.06) Average Shares Outstanding: Basic 1,628,320 1,655,017 Diluted 1,628,925 1,655,017 See accompanying notes to the consolidated financial statements. 4 WINMILL & CO. INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three Months Ended March 31, 2002 2001 Cash Flows from Operating Activities: Net income (loss) $ 168,098 $ (95,895) ---------- ---------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 8,918 13,624 Net realized and unrealized gains from investments (266,134) 108,974 Cash value of life insurance (8,250) (8,250) Other 1,465 2,603 (Increase) decrease in: Management, distribution and other fees receivable (13,705) (37,562) Dividends, interest, and other receivables 56,540 129,456 Prepaid expenses and other assets 18,374 (80,096) Deferred tax credits 127,300 10,000 Increase (decrease) in: Accrued income taxes - (231,000) Accounts payable 1,955 6,021 Accrued professional fees (10,672) 17,150 Accrued payroll and other related costs (25,104) (53,976) Accrued other expenses (39,604) - ---------- ---------- Total adjustments (148,917) (123,056) ---------- ---------- Net cash provided by (used in) operating activities 19,181 (218,951) ---------- ---------- Cash Flows from Investing Activities: Proceeds from sales of investments - 409,525 Purchases of investments (92,092) (234,530) Capital expenditures - (1,844) ---------- ---------- Net cash provided by (used in) investing activities (92,092) 173,151 ---------- ---------- Net increase (decrease) in cash and cash equivalents (72,911) (45,800) Cash and Cash Equivalents: At beginning of period 2,443,693 3,086,087 ---------- ---------- At end of period $2,370,782 $3,040,287 ========== ==========
Supplemental disclosure: The Company paid $0 and $172,000 in Federal income taxes during the three months ended March 31, 2002 and 2001 respectively. See accompanying notes to the consolidated financial statements. 5 WINMILL & CO. INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2002 and 2001 (Unaudited) 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 (open-end funds), Global Income Fund, Inc., a closed-end fund, and proprietary securities trading. BASIS OF PRESENTATION The condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. Substantially all inter-company accounts and transactions have been eliminated. ACCOUNTING ESTIMATES In preparing financial statements in conformity with generally accepted accounting principles, 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 reporting 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 March 31, 2002, the Company and subsidiaries had invested approximately $2,109,000 in an affiliated money market fund. MARKETABLE SECURITIES Marketable securities held by the Company and its non-broker/dealer subsidiaries are considered to be "available-for-sale" and are marked to market, with the unrealized gain or loss included in stockholders' equity. Marketable securities held by the broker/dealer subsidiary are marked to market with unrealized gains and losses included in earnings. 6 WINMILL & CO. INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2002 and 2001 (Unaudited) INCOME TAXES The Company and its wholly owned subsidiaries file consolidated income tax returns. 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. EQUIPMENT, FURNITURE AND FIXTURES Equipment, furniture and fixtures are recorded at cost and are depreciated on the straight-line basis over their estimated lives, 3 to 10 years. At March 31, 2002 accumulated depreciation amounted to approximately $816,900. EXCESS OF COST OVER NET BOOK VALUE OF SUBSIDIARIES The excess of cost over net book value of subsidiaries is capitalized and amortized over fifteen years using the straight-line method. The Company periodically reassesses the useful life of the previously recognized intangible assets and adjusts the remaining amortization periods accordingly. At March 31, 2002, accumulated amortization amounted to approximately $142,300. Periodically, the Company reviews its intangible assets for events or changes in circumstances that may indicate that the carrying amounts of the assets are not recoverable. COMPREHENSIVE INCOME The Company discloses comprehensive income in the financial statements. Total comprehensive income includes net income and unrealized gains and losses on marketable securities, which is reported as other comprehensive income in shareholders' equity. SEGMENT INFORMATION The Company's operating segment is organized around services provided and classified into one group - investment management. 7 WINMILL & CO. INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2002 and 2001 (Unaudited) 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. The following table sets forth the computation of basic and diluted earnings per share: March 31, 2002 2001 ---- ---- Numerator for basic and diluted earnings per share: Net (loss) income $ 168,098 $ (95,895) ========== ========== Denominator: Denominator for basic earnings per share weighted-average shares 1,628,320 1,655,017 Effect of dilutive securities: Employee Stock Options 605 - ---------- ---------- Denominator for diluted earnings per share adjusted weighted-average shares and assumed conversions 1,628,925 1,655,017 ========== ========== 2. MARKETABLE SECURITIES At March 31, 2002, marketable securities, at market, consisted of: Broker/dealer subsidiary Affiliated investment companies $4,017,288 Equity securities 752,504 ---------- Total broker/dealer securities (cost $4,603,363) 4,769,792 ---------- Other companies' available-for-sale securities Unaffiliated investment companies 3,326 Equity securities 30,996 ---------- Total available-for-sale securities (cost $19,656) 34,322 ---------- $4,804,114 ========== At March 31, 2002, the Company had $9,353, net of deferred income taxes, of unrealized gains on "available-for-sale securities" which is reported as a separate component of consolidated shareholders' equity. Included in the investments in affiliated investment companies are investments of $2,146,345 or approximately 23% of the outstanding shares of Bexil Corporation (Amex:BXL) and $1,860,739 or approximately 19% of the outstanding shares of Tuxis Corporation (Amex:TUX), both of which have received shareholder approval to change from registered investment companies to operating companies. 3. LEASE COMMITMENTS The Company leases office space under a lease that expires December 31, 2003. The rent is approximately $109,000 per annum including electricity. 8 WINMILL & CO. INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2002 and 2001 (Unaudited) 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 March 31, 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 March 31, 2002, the subsidiary had net capital of approximately $4,756,900; net capital requirements of $100,000; excess net capital of approximately $4,656,900; and the ratio of aggregate indebtedness to net capital was approximately 0.05 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. 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 15,000 options each on December 12, 2000 and all previously issued options were cancelled. 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. 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: Three Months Ended March 31, 2002 2001 ------ ------ Net income (loss) As Reported $168,098 $(95,895) Pro forma $164,002 $(99,225) Earning per share Basic As Reported $ .10 $ (.06) Pro forma $ .10 $ (.06) Diluted As Reported $ .10 $ (.06) Pro forma $ .10 $ (.06) The fair value of each option grant is estimated as of the date of grant using the Black-Scholes option-pricing model. 9 WINMILL & CO. INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2002 and 2001 (Unaudited) A summary of the status of the Company's stock option plans as of March 31,2001 and changes during the period ending on that date is presented below: Weighted Number Average of Exercise Stock Options Shares Price ------------- ------- -------- Outstanding at December 31, 2001 221,000 $1.60 Outstanding at March 31, 2002 221,000 $1.60 There were 174,000 options exercisable at March 31, 2002 with a weighted-average exercise price of $1.59. There were no options granted during the three months ended March 31, 2002. The following table summarizes information about stock options outstanding at March 31, 2002: Options Outstanding ----------------------------------------------------------- Weighted-Average Range of Number Remaining Weighted-Average Exercise Prices Outstanding Contractual Life Exercise Price --------------- ----------- ---------------- ---------------- $1.50 - $1.65 206,000 3.75 years $1.58 $1.70 - $1.80 15,000 4.25 years $1.80 In connection with the exercise of the options, the Company received from certain officers notes with an interest rates ranging from 2.45% to 2.48% per annum payable December 15, 2004. The balance of the notes at March 31, 2002 was $563,502, which was classified as "notes receivable for common stock issued." 7. PENSION PLAN The Company has a 401(k) retirement plan for substantially all of its qualified employees. Contributions to this are based upon a percentage of salaries of eligible employees and are accrued and funded on a current basis. Total pension expense for the three months ended March 31, 2002 and March 31, 2001 were $12,420 and $11,766, respectively. 8. INCOME TAXES The provision (benefit) for income taxes for the three months ended March 31, 2002 and 2001 are as follows: 2002 2001 Current Federal $ (19,350) $ (51,000) State and local ( 3,200) (14,745) --------- --------- (22,550) (65,745) Deferred 127,300 10,000 --------- --------- $ 104,750 $ (55,745) ========= ========= Deferred tax credits are comprised primarily of unrealized gains on investments of $266,134 at March 31, 2002. 10 WINMILL & CO. INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS March 31, 2002 (Unaudited) 9. RELATED PARTIES All 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. During the quarter ended March 31, 2002 and 2001, the Funds paid approximately $12,461 and $24,200 respectively, for record keeping services to ISC, which paid such amounts to certain brokers for performing such services. These reimbursements for record keeping services are included in management, distribution and other fees on the income statement. In connection with investment management services, the Company's investment managers and distributor waived management and distribution fees and reimbursed expenses to the Funds in the amount of $49,450 and $83,851 for the quarter ended March 31, 2002 and 2001, respectively. Certain officers of the Company also serve as officers and/or directors of the Funds. Commencing August 1992, the Company obtained 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 March 31, 2002, the policy had a cash surrender value of approximately $250,300 and is included in other assets in the balance sheet. 10. 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 March 31, 2002, neither the Company nor any of its subsidiaries was involved in any litigation that, in the opinion of management, would have a material adverse impact on the consolidated financial statements. In July 1994, 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 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. 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Three Months Ended March 31, 2002 compared to Three Months Ended March 31, 2001 ------------------------------------------------------------------------------- Drastic 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 $199,310 or 38%, which was primarily due to an increase in net realized and unrealized gains on investments. Offsetting this was a decrease in management, distribution and other fees and consulting fees. The Company had net realized and unrealized gains of $317,184 on the Company's investments. Management, distribution and other fees decreased $135,440 or 28% 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. Net assets under management were less in the three months ended March 31, 2002 versus March 31, 2001. Net assets were approximately $172 million at March 31, 2001, $140 million at June 30, 2001, $128 million at September 30, 2001, $116 million at December 31, 2001, and $125 million at March 31, 2002. Also in the first quarter of 2001, the Company earned $50,000 in consulting fees through an agreement that was terminated during the second quarter of 2001. Total expenses decreased $225,178 or 33% as a result of decreases in marketing expenses of $109,585 or 47%, professional fees of $45,523 or 54%, general and administrative expense of $30,964 or 12%, and amortization and depreciation expense of $4,705 or 35%. Marketing expenses decreased due to lower fulfillment and printing expenses. General and administrative expenses decreased due to lower employee costs, in part due to the assumption by Bexil, effective August 1, 2001, and by Tuxis, effective January 1, 2002, of compensation expense of certain Company personnel at the annual rates of $200,000, or $400,000 total. Expense reimbursement to the Funds decreased due primarily due to the liquidation or merger of certain Funds being reimbursed. Professional fees decreased $45,523 or 54% primarily due to lower requirements for professional services. Net income for the period was $168,098 or $.10 per share on a diluted basis as compared to net loss of $95,895 or $.06 per share on a diluted basis for March 31, 2001 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: March 31, 2002 December 31, 2001 -------------- ----------------- Working Capital $7,394,997 $7,063,441 Total Assets $8,201,992 $8,036,785 Long-Term Debt - - Shareholders' Equity $7,950,969 $7,748,846 Working capital, total assets and shareholders' equity increased $331,556, $165,207 and $202,123, respectively for the three months ended March 31, 2002. Working capital, total assets and shareholders' equity increased primarily due to net income in the first quarter of 2002. As discussed previously, significant changes in the securities markets can have a dramatic effect on the Company's results of operations. Based on current information available, management believes that current resources are sufficient to meet its liquidity needs. 12 Effects of Inflation and Changing Prices ---------------------------------------- Since the Company derives most of its revenues from acting as the manager and distributor of investment companies, it is not possible for it to discuss or predict with accuracy the impact of inflation and changing prices on its revenue from continuing operations. Forward-Looking Information --------------------------- Information or statements provided by or on behalf of the Company from time to time, including those within this Form 10-QSB Quarterly 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; and the amount and timing of income from the Company's proprietary securities trading portfolio. 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 reimbursement plan or waiver of 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. 13 Part II. Other Information ----------------- Items 4. Submission of Matters to a Vote of Security Holders During First Quarter of the Year Ended December 31, 2002. ------------------------------------------------------------------------- At the annual meeting of Class B shareholder held March 5, 2002, the following matters were unanimously approved: the ratification of Tait, Weller & Baker as the independent accountants of the Company and the election of Robert D. Anderson, Bassett S. Winmill, Charles A. Carroll, Mark C. Winmill, Edward G. Webb, Jr. and Thomas B. Winmill as directors of the Company. Item 6. Exhibits and Reports on Form 8-K ---------------------------------------- No reports on Form 8-K were filed during the quarter covered by this report. 14 MANAGEMENT'S REPRESENTATION The information furnished in this report reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results of the period. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 Dated: May 15, 2002 By:/s/ William G. Vohrer --------------------- William G. Vohrer Treasurer, Chief Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated. Dated: May 15, 2002 /s/ Bassett S. Winmill ---------------------- Bassett S. Winmill Chairman of the Board, Director Dated: May 15, 2002 /s/ Robert D. Anderson ---------------------- Robert D. Anderson Vice Chairman, Director Dated: May 15, 2002 /s/ Thomas B. Winmill --------------------- Thomas B. Winmill, Esq. President, General Counsel, Director Dated: May 15, 2002 /s/ Charles A. Carroll ---------------------- Charles A. Carroll, Director Dated: May 15, 2002 /s/ Edward G. Webb, Jr. ----------------------- Edward G. Webb, Jr., Director Dated: May 15, 2002 /s/ Mark C. Winmill ------------------- Mark C. Winmill, Director 15 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors and Shareholders of Winmill & Co. Incorporated We have reviewed the accompanying balance sheet and statements of income (loss) of Winmill & Co. Incorporated and consolidated subsidiaries as of March 31, 2002 and for the three-month period ended. These financial statements are the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. Tait, Weller & Baker Philadelphia, Pennsylvania May 15, 2002 16