Annual Report by Investment Company (Form N-CSR)
SECURITIES AND EXCHANGE COMMISSION
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-00041
(Exact name of registrant as specified in charter)
(Address of principal executive offices) (Zip code)
26th Floor
(
Copy to:
Registrant's telephone number, including area code: 212-916-8400
Date of fiscal year end:
Date of reporting period:
Item 1. Reports to Stockholders.
General
American
Investors
2024
Annual
Report
Established in 1927, the Company is a closed-end investment company listed on the
|
FINANCIAL SUMMARY (unaudited) |
|
|
|||
|
|
2024 |
|
2023 |
|
|
|
Net assets applicable to Common Stock - |
|
|
|
|
|
|
Net investment income |
|
13,297,853 |
|
10,577,329 |
|
|
Net realized gain |
|
107,238,902 |
|
63,572,043 |
|
|
Net increase (decrease) in unrealized appreciation |
|
124,918,435 |
|
199,254,426 |
|
|
Distributions to Preferred Stockholders |
|
(11,307,310 |
) |
(11,310,806 |
) |
|
Per Common Share - |
|
|
|
|
|
|
Net asset value |
|
|
|
|
|
|
Market price |
|
|
|
|
|
|
Discount from net asset value |
|
(11.7 |
)% |
(17.3 |
)% |
|
Common Shares outstanding - |
|
23,468,163 |
|
23,732,324 |
|
|
Market price range* (high-low) |
|
|
|
|
|
|
Market volume - shares |
|
7,149,099 |
|
5,820,859 |
|
|
|
|
|
|
|
| * | Unadjusted for dividend payments. |
|
DIVIDEND SUMMARY (per share) (unaudited) |
||||||||
|
Record Date |
|
Payment Date |
|
Ordinary Income |
|
Long-Term Capital Gain |
|
Total |
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
0.250000 |
|
0.250000 |
|
Total from 2024 earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.642075 |
|
|
|
|
|
Total from 2023 earnings |
|
|
|
|
|
|
|
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.032733 |
|
0.339142 |
|
0.371875 |
|
|
|
|
|
0.032733 |
|
0.339142 |
|
0.371875 |
|
|
|
|
|
0.032733 |
|
0.339142 |
|
0.371875 |
|
Total for 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.090103 |
|
0.281772 |
|
0.371875 |
|
|
|
|
|
0.090103 |
|
0.281772 |
|
0.371875 |
|
|
|
|
|
0.090103 |
|
0.281772 |
|
0.371875 |
|
Total for 2023 |
|
|
|
|
|
|
|
|
(212) 916-8400 (800) 436-8401
E-mail: [email protected]
1
TO THE STOCKHOLDERS
G
eneral
The table that follows provides a comprehensive presentation of our performance and compares our returns on an annualized basis with the S&P 500.
|
Years |
|
Stockholder Return |
|
NAV Return |
|
S&P 500 |
||||||
|
3 |
|
|
11.5 |
% |
|
|
9.7 |
% |
|
|
8.9 |
% |
|
5 |
|
|
13.3 |
|
|
|
12.8 |
|
|
|
14.5 |
|
|
10 |
|
|
11.4 |
|
|
|
11.4 |
|
|
|
13.1 |
|
|
20 |
|
|
9.4 |
|
|
|
9.1 |
|
|
|
10.3 |
|
|
30 |
|
|
11.8 |
|
|
|
11.5 |
|
|
|
10.9 |
|
|
40 |
|
|
12.3 |
|
|
|
12.5 |
|
|
|
11.8 |
|
|
50 |
|
|
14.1 |
|
|
|
13.9 |
|
|
|
12.4 |
|
Reflecting further, one may appreciate the role earnings and, more importantly, price-to-earnings multiples play in market valuations. With earnings growth, on a reported basis, up approximately 10% and revenue growth up 5.0%, the S&P 500's performance of 24% was impressive. Still, it was mainly due to an expansion in the price-earnings multiple, which grew from 19.7 times forward earnings to 22+, mainly from the largest technology companies in the index.
As we enter 2025, the prior year's role of multiple expansion in returns may experience some resistance, barring an easier
Thematically, the market has shown strong responses to AI adoption, attendant infrastructure, and monetization efforts. However, the recent announcement of a significant decline in processing costs by a
Meanwhile,
The role of tariffs and retaliatory tariffs on supply chains may also impact aggregate demand and inflation rates.
We remain vigilant to the market's high overall valuation risks but are cognizant that there may be more to this environment than older economic models and ratios suggest. With reduced regulation and a less aggressive anti-trust stance by the government, select equities have real opportunities to outperform. We continue to pursue those investments in companies whose valuations don't adequately reflect their sum of the parts or the benefits of active asset management through divestiture or competitive realignment. We remain sanguine about the long-term performance of equities.
Information about the Company, including our investment objectives, operating policies and procedures, investment results, record of dividend and distribution payments, financial reports and press releases, etc., is available on our website, which can be accessed atwww.generalamericaninvestors.com.
By Order of the Board of Directors,
President and Chief Executive Officer
2
THE COMPANY
Corporate Overview
Investment Policy
The primary objective of the Companyis long-term capital appreciation. Lesser emphasis is placed on current income. In seeking to achieve its primary objective, the Company invests principally in common stocks believed byits managementto have better than average growth potential.
The Company's investment approach focuses on the selection of individual stocks, each of which is expected to meet a clearly defined portfolio objective.A continuousinvestment research program, which stresses fundamental security analysis, is carried on by the officers and staff of the Company under the oversight of the Board of Directors. The Directors have a broad range of experience in business andfinancial affairs.
Portfolio Manager
Mr.
"GAM" Common Stock
As a closed-end investment company, the Company does not offer its shares continuously. The Common Stock is listed on
Shares of the Company usually sell at a discount to NAV, as do the shares of most other domestic equity closed-end investment companies.
Since
"GAM Pr B"
Preferred
Stock
On
The Board of Directors has authorized the repurchase of up to 2 million Preferred Shares in the open market at prices below
3
THE COMPANY
Dividend
and
Distribution
Policy
The Company's dividend and distributionpolicy is to pay to stockholders before year-end substantially all ordinary income estimated for the full year and capital gains realized during the ten-month period ended
Dividends from income have been paid continuously on the Common Stock since 1939 and capital gain distributions in varying amounts have been paid for each of the years 1943-2024 (except for the year 1974). (A tablelisting dividends and distributions paid during the 10-year period 2015-2024 is shown at the bottom of page 5.) To the extent that shares can be issued, dividends and distributions are paid to Common Stockholders in additional shares of Common Stock unless the stockholder specifically requests payment in cash.
Proxy Voting
Policies,
Procedures
and Record
The policies and procedures used by the Company to determine how to voteproxies relatingto portfolio securities and the Company's proxy voting record for the 12-month period ended
Direct
Registration
The Company makes available direct registration for its Common Shareholders. Direct registration, an element ofthe InvestorsChoice Plan administeredby our transferagent, is a system that allows for book-entry ownership and electronic transfer of our Common Shares. Accordingly, when Common Shareholders, who hold their shares directly, receive new shares resulting from a purchase,transfer or dividendpayment, theywill receive astatement showing the credit of the new shares as wellas their Plan account and certificated share balances.A brochurewhich describes the features and benefitsof the Investors Choice Plan, including the ability ofshareholders to deposit certificates with our transferagent, can be obtained by calling
Privacy
Policy and
Practices
The Company does not directly or systematically collect non-public personal information about its stockholders with respect to their transactions or holdings in shares of the Company's securities. The Company has only limited access to certain information concerning stockholders whose shares are registered in their names via the Transfer Agent. That information is gathered and maintained in the normal course of business by the Transfer Agent in the execution of its responsibilities. The Company does not have knowledge of, nor does it collect personal information about stockholders who hold the Company's securities at financial institutions such as brokers or banks that are held in "street name" registration. The Company does not disclose any non-public personal information about its stockholders or former stockholders to anyone, except as required or permitted by law, such as is necessary to service stockholders. The Company restricts access to non-public personal information about its stockholders to those of its employees who need to know such information in order to provide service to stockholders. The Company maintains physical, electronic and procedural safeguards that comply with federal standards to guard stockholders' non-public personal information.
4
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE (UNAUDITED)
T
he investment retufor a Common Stockholder of
Stockholder Returnis the retua Common Stockholder of GAM would have achieved assuming reinvestment of all dividends and distributions at the actual reinvestment price and of all cash dividends and distributions at the market price on the ex-dividend date.
Net Asset Value (NAV) Returnis the retuon shares of the Company's Common Stock based on the NAV per share, including the reinvestment of all dividends and distributions at the reinvestment prices indicated above.
Past performance may not be indicative of future results.
The following tables and graph do not reflect the deduction of taxes that a stockholder would pay on Company distributions or the sale of Company shares.
|
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
Stockholder Return |
Net Asset Value Return |
|
Return |
|
||||||||
|
Year |
|
Cumulative |
|
Annual |
|
Cumulative |
|
Annual |
|
Cumulative |
|
Annual |
|
|
|
2015 |
|
|
|
-5.34% |
|
|
|
-1.56% |
|
|
|
1.41% |
|
|
|
2016 |
|
10,184 |
|
7.59 |
|
10,797 |
|
9.68 |
|
11,356 |
|
11.98 |
|
|
|
2017 |
|
12,345 |
|
21.21 |
|
12,781 |
|
18.38 |
|
13,835 |
|
21.83 |
|
|
|
2018 |
|
11,126 |
|
-9.87 |
|
11,883 |
|
-7.03 |
|
13,229 |
|
-4.38 |
|
|
|
2019 |
|
15,748 |
|
41.54 |
|
16,050 |
|
35.07 |
|
17,395 |
|
31.49 |
|
|
|
2020 |
|
16,572 |
|
5.23 |
|
17,257 |
|
7.52 |
|
20,595 |
|
18.40 |
|
|
|
2021 |
|
21,238 |
|
28.16 |
|
22,243 |
|
28.89 |
|
26,508 |
|
28.71 |
|
|
|
2022 |
|
18,069 |
|
-14.92 |
|
19,104 |
|
-14.11 |
|
21,708 |
|
-18.11 |
|
|
|
2023 |
|
22,809 |
|
26.23 |
|
24,289 |
|
27.14 |
|
27,415 |
|
26.29 |
|
|
|
2024 |
|
29,421 |
|
28.99 |
|
29,336 |
|
20.78 |
|
34,274 |
|
25.02 |
|
|
10-YEAR INVESTMENT RESULTS
ASSUMING AN INITIAL INVESTMENT OF
CUMULATIVE VALUE OF INVESTMENT
5
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE (UNAUDITED) -continued
During the year ended
The returns noted above were realized in an environment of declining inflation (though not to the
As of
The Company holds shares in 59 portfolio companies in addition to a money market fund and
The S&P 500 Index is comprised of eleven industry sector classifications as follows: Information Technology, Health Care, Consumer Discretionary, Financials, Communication Services, Industrials, Consumer Staples, Real Estate, Energy, Materials, and Utilities. Within these sectors, various companies are categorized. As a practical matter, the Company does not invest in all of these sectors (no allocation to Real Estate and rarely/modestly to Utilities) all of the time or at the same level as the S&P 500 asset allocation. Hence, performance differences naturally occur due to these investment and allocation decisions.
During 2024, relative to the benchmark S&P 500 Index, the Company underperformed in the Information Technology sector such that underperformance in this sector entirely accounted for the underperformance of the Company relative to the S&P 500 Index. Said differently, the performance differentials in the other ten sectors and the various operating elements of the Company enumerated above, netted out to approximately a one-quarter of a percentage point in positive performance differential. Approximately 85% of the underperformance in the Information Technology sector is a result of either not having a position or not having a position at the market weighting in NVIDIA. The remainder of the underperformance in the Information Technology sector is due to an under-allocation of assets to the sector for risk management reason.
With respect to the other ten industry sector classifications, the Company underperformed in Consumer Staples (a little over a 1 percentage point differential largely due to a holding in Nestle), Financials (approximately a one-half percentage point differential largely due to holdings in certain re-insurers), Communication Services (less than one-half a percentage point differential), Energy (less than one-half a percentage point differential), and Health Care (less than one-half a percentage point differential). The Company performed better than the S&P 500 Index in Industrials (almost a 2 percentage point differential largely due to a holding in
|
DIVIDENDS AND DISTRIBUTIONS PER COMMON SHARE (2015-2024) |
The table below shows dividends and distributions on the Company's Common Stock for the prior 10-year period. Amounts shown are based upon the year in which the income was earned, not the year paid. Spill-over payments made after year-end are attributable to income and gains earned in the prior year.
|
Earnings Source |
|
Earnings Source |
||||||||
|
Year |
|
Income |
|
Long Term |
|
Year |
|
Income |
|
Long Term |
|
2015 |
|
|
|
|
|
2020 |
|
|
|
|
|
2016 |
|
0.283 |
|
2.997 |
|
2021 |
|
0.463 |
|
3.087 |
|
2017 |
|
0.578 |
|
3.012 |
|
2022 |
|
0.142 |
|
0.858 |
|
2018 |
|
0.294 |
|
1.956 |
|
2023 |
|
0.642 |
|
2.008 |
|
2019 |
|
0.388 |
|
2.062 |
|
2024 |
|
0.434 |
|
4.066 |
6
PORTFOLIO DIVERSIFICATION (UNAUDITED)
The diversification of the Company's net assets applicable to its Common Stock by industry group as of
|
Industry Category |
|
Cost |
|
Value |
|
% Common Net Assets* |
|
|
Information Technology |
|
|
|
|
|
|
|
|
Semiconductors & Semiconductor Equipment |
|
$32,049 |
|
$119,959 |
|
8.8% |
|
|
Software & Services |
|
33,980 |
|
127,488 |
|
9.4 |
|
|
Technology, Hardware & Equipment |
|
4,002 |
|
87,318 |
|
6.4 |
|
|
|
|
70,031 |
|
334,765 |
|
24.6 |
|
|
Financials |
|
|
|
|
|
|
|
|
Banks |
|
3,338 |
|
38,185 |
|
2.8 |
|
|
Financial Services |
|
2,969 |
|
100,900 |
|
7.4 |
|
|
Insurance |
|
20,760 |
|
125,748 |
|
9.3 |
|
|
|
|
27,067 |
|
264,833 |
|
19.5 |
|
|
Industrials |
|
|
|
|
|
|
|
|
Capital Goods |
|
50,738 |
|
82,727 |
|
6.1 |
|
|
Commercial & Professional Services |
|
5,468 |
|
79,592 |
|
5.9 |
|
|
Transportation |
|
7,766 |
|
6,972 |
|
0.5 |
|
|
|
|
63,972 |
|
169,291 |
|
12.5 |
|
|
Consumer Discretionary |
|
|
|
|
|
|
|
|
Consumer Services |
|
19,509 |
|
32,264 |
|
2.4 |
|
|
Distribution And Retail |
|
12,034 |
|
126,182 |
|
9.3 |
|
|
|
|
31,543 |
|
158,446 |
|
11.7 |
|
|
Health Care |
|
|
|
|
|
|
|
|
Equipment & Services |
|
24,707 |
|
31,296 |
|
2.3 |
|
|
Pharmaceuticals, Biotechnology & Life Sciences |
|
72,749 |
|
105,955 |
|
7.8 |
|
|
|
|
97,456 |
|
137,251 |
|
10.1 |
|
|
Communication Services |
|
|
|
|
|
|
|
|
|
|
22,113 |
|
93,875 |
|
6.9 |
|
|
Telecommunication Services |
|
15,800 |
|
20,643 |
|
1.5 |
|
|
|
|
37,913 |
|
114,518 |
|
8.4 |
|
|
Consumer Staples |
|
|
|
|
|
|
|
|
Distribution And Retail |
|
1,163 |
|
35,276 |
|
2.6 |
|
|
Food, Beverage & Tobacco |
|
18,526 |
|
51,145 |
|
3.8 |
|
|
Household & Personal Products |
|
12,930 |
|
25,380 |
|
1.9 |
|
|
|
|
32,619 |
|
111,801 |
|
8.3 |
|
|
|
|
|
|
|
|
|
|
|
Energy |
|
36,493 |
|
74,154 |
|
5.5 |
|
|
Materials |
|
41,597 |
|
58,767 |
|
4.3 |
|
|
Utilities |
|
14,066 |
|
15,619 |
|
1.2 |
|
|
Miscellaneous** |
|
17,891 |
|
14,934 |
|
1.1 |
|
|
|
|
470,648 |
|
1,454,379 |
|
107.2 |
|
|
|
|
77,103 |
|
77,114 |
|
5.7 |
|
|
Total Investments |
|
$547,751 |
|
1,531,493 |
|
112.9 |
|
|
Other Assets In Excess of Liabilities |
|
|
|
14,535 |
|
1.1 |
|
|
Preferred Stock |
|
|
|
(190,039 |
) |
(14.0) |
|
|
Net Assets Applicable to Common Stock |
|
|
|
$1,355,989 |
|
100.0% |
|
*Net Assets applicable to the Company's Common Stock.
**Securities which have been held for less than one year, not previously disclosed, and not restricted.
PORTFOLIO DIVERSIFICATION (UNAUDITED)
(see notes to financial statements)
7
Ten largest investment holdings (UNAUDITED)
Listed below are the ten largest portfolio holdings of the Company, including a brief narrative, as of
|
|
|
Shares |
|
Value |
|
% Common Net Assets |
|
|
|
395,625 |
|
$79,591,837 |
|
5.9% |
|
Apple designs, manufactures and markets smartphones, personal computers, tablets, wearables and accessories, and sells a variety of related services. The company's growth prospects look favorable as the shift to mobile computing expands globally and as more products and services are added to the Apple ecosystem. |
|
316,000 |
|
79,132,720 |
|
5.8 |
|
Alphabet is a leading global technology firm that is extending its internet search capability and AI innovation to social media, enterprise IT, and mobile electronic devices. Alphabet has significant optionality. |
|
409,923 |
|
78,065,736 |
|
5.8 |
|
Microsoft is a global provider of software, services, and hardware devices. The company produces the Windows operating system, Office productivity suite, Azure public cloud service, and Xbox gaming console. |
|
180,000 |
|
75,870,000 |
|
5.6 |
|
|
|
110 |
|
74,901,200 |
|
5.5 |
|
Through its |
|
525,092 |
|
63,436,364 |
|
4.7 |
|
Amazon.com, Inc. Amazon serves consumers through online and physical stores. Amazon offers programs that enable sellers to grow their businesses, sell their products, and fulfill orders using services, and programs to publish and sell content. Amazon serves developers and enterprises through AWS, which offers technology services. Amazon also manufactures and sells electronic devices and provides advertising services to sellers, vendors, publishers, authors, and others. |
|
286,000 |
|
62,745,540 |
|
4.6 |
|
|
|
600,000 |
|
55,410,000 |
|
4.1 |
|
Everest is one of the largest independent |
|
144,286 |
|
52,297,903 |
|
3.9 |
|
Broadcom is focused on technology leadership and category-leading semiconductor and infrastructure software solutions. They seek to achieve this through strategic acquisitions of businesses and technologies, as well as extensive internal research and development, to ensure their products retain technology market leadership. |
|
190,000 |
|
44,049,600 |
|
3.2 |
|
|
|
|
|
$665,500,900 |
|
49.1% |
8
statement of investments
|
|
|
Shares |
|
Common Stocks |
|
|
|
Value (Note1a) |
|
Communication Services (8.4%) |
|
|
|
|
|
|
||
|
|
409,923 |
|
|
|
|
|
$78,065,736 |
|
|
|
27,000 |
|
|
|
|
|
15,808,770 |
|
|
|
|
|
|
|
|
(Cost |
|
93,874,506 |
|
|
|
Telecommunication Services (1.5%) |
|
|
|
|
||
|
|
|
906,602 |
|
|
|
|
|
20,643,328 |
|
|
|
274,199 |
|
|
|
|
|
- |
|
|
|
|
|
|
|
(Cost |
|
20,643,328 |
|
|
|
|
|
|
|
(Cost |
|
114,517,834 |
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary (11.7%) |
|
Consumer Services (2.4%) |
|
|
|
|
||
|
|
173,157 |
|
|
|
(Cost |
|
32,264,344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution and Retail (9.3%) |
|
|
|
|
||
|
|
|
286,000 |
|
Amazon.com, Inc. (a) |
|
|
|
62,745,540 |
|
|
|
525,092 |
|
|
|
|
|
63,436,364 |
|
|
|
|
|
|
|
(Cost |
|
126,181,904 |
|
|
|
|
|
|
|
(Cost |
|
158,446,248 |
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples (8.3%) |
|
Distribution and Retail (2.6%) |
|
|
|
|
||
|
|
38,500 |
|
|
|
(Cost |
|
35,276,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food, Beverage and Tobacco (3.8%) |
|
|
|
|
||
|
|
|
325,000 |
|
Nestlé S.A. ( |
|
|
|
26,815,051 |
|
|
|
160,000 |
|
|
|
|
|
24,329,600 |
|
|
|
|
|
|
|
(Cost |
|
51,144,651 |
|
|
|
Household and Personal Products (1.9%) |
|
|
|
|
||
|
|
|
446,461 |
|
|
|
(Cost |
|
25,380,162 |
|
|
|
|
|
|
|
(Cost |
|
111,801,208 |
|
|
|
|
|
|
|
|
|
|
|
Energy (5.5%) |
|
504,230 |
|
|
|
|
|
25,912,380 |
|
|
86,391 |
|
|
|
|
|
12,512,872 |
|
|
|
|
1,020,030 |
|
|
|
|
|
19,982,388 |
|
|
|
146,100 |
|
|
|
|
|
15,715,977 |
|
|
|
|
|
|
|
(Cost |
|
74,123,617 |
|
|
|
|
|
|
|
|
|
|
|
Financials |
|
Banks (2.8%) |
|
|
|
|
||
|
(19.5%) |
|
80,000 |
|
|
|
|
|
19,176,800 |
|
|
|
101,100 |
|
|
|
|
|
19,007,811 |
|
|
|
|
|
|
|
(Cost |
|
38,184,611 |
|
|
|
Financial Services (7.4%) |
|
|
|
|
||
|
|
|
110 |
|
|
|
|
|
74,901,200 |
|
|
|
243,415 |
|
|
|
|
|
25,999,156 |
|
|
|
|
|
|
|
(Cost |
|
100,900,356 |
|
|
|
Insurance (9.3%) |
|
|
|
|
||
|
|
|
600,000 |
|
|
|
|
|
55,410,000 |
|
|
|
144,286 |
|
|
|
|
|
52,297,903 |
|
|
|
220,327 |
|
|
|
|
|
18,040,375 |
|
|
|
|
|
|
|
(Cost |
|
125,748,278 |
|
|
|
|
|
|
|
(Cost |
|
264,833,245 |
|
|
|
|
|
|
|
|
|
|
9
statement of investments
|
|
|
Shares |
|
Common Stocks(continued) |
|
|
|
Value (Note1a) |
|
Health Care (10.1%) |
|
Equipment and Services (2.3%) |
|
|
|
|
||
|
|
15,000 |
|
The |
|
|
|
$4,142,100 |
|
|
|
|
207,350 |
|
|
|
|
|
13,697,541 |
|
|
|
106,601 |
|
|
|
|
|
13,456,244 |
|
|
|
|
|
|
|
(Cost |
|
31,295,885 |
|
|
||||||||
|
|
|
Pharmaceuticals, Biotechnology and Life Sciences (7.8%) |
|
|
|
|
||
|
|
|
35,000 |
|
|
|
|
|
9,122,400 |
|
|
|
55,010 |
|
|
|
|
|
12,627,546 |
|
|
|
119,900 |
|
|
|
|
|
11,075,163 |
|
|
|
261,780 |
|
|
|
|
|
21,863,866 |
|
|
|
204,326 |
|
|
|
|
|
20,326,351 |
|
|
|
515,808 |
|
|
|
|
|
13,684,386 |
|
|
|
14,876 |
|
|
|
|
|
10,596,621 |
|
|
|
539,738 |
|
|
|
|
|
3,243,825 |
|
|
|
827,180 |
|
|
|
|
|
1,852,475 |
|
|
|
354,361 |
|
Valneva SE ADR (a) ( |
|
|
|
1,562,732 |
|
|
|
|
|
|
|
(Cost |
|
105,955,365 |
|
|
|
|
|
|
|
(Cost |
|
137,251,250 |
|
|
||||||||
|
Industrials (12.5%) |
|
Capital Goods (6.1%) |
|
|
|
|
||
|
|
874,008 |
|
|
|
|
|
12,566,547 |
|
|
|
|
110,000 |
|
|
|
|
|
36,182,300 |
|
|
|
70,785 |
|
|
|
|
|
14,884,670 |
|
|
|
165,000 |
|
|
|
|
|
19,093,800 |
|
|
|
|
|
|
|
(Cost |
|
82,727,317 |
|
|
||||||||
|
|
|
Commercial and Professional Services (5.9%) |
|
|
|
|
||
|
|
|
395,625 |
|
|
|
(Cost |
|
79,591,837 |
|
|
||||||||
|
|
|
Transportation (0.5%) |
|
|
|
|
||
|
|
|
115,583 |
|
|
|
(Cost |
|
6,971,967 |
|
|
|
|
|
|
|
(Cost |
|
169,291,121 |
|
|
||||||||
|
Information Technology (24.6%) |
|
Semiconductors and Semiconductor Equipment (8.8%) |
|
|
|
|
||
|
|
61,652 |
|
|
|
|
|
10,026,465 |
|
|
|
62,000 |
|
|
|
|
|
42,970,960 |
|
|
|
|
190,000 |
|
|
|
|
|
44,049,600 |
|
|
|
1,095,168 |
|
|
|
|
|
4,435,430 |
|
|
|
60,000 |
|
|
|
|
|
8,057,400 |
|
|
|
65,009 |
|
|
|
|
|
9,504,316 |
|
|
|
|
|
|
|
(Cost |
|
119,044,171 |
|
|
|
Software and Services (9.4%) |
|
|
|
|
||
|
|
|
32,500 |
|
|
|
|
|
14,452,100 |
|
|
|
180,000 |
|
|
|
|
|
75,870,000 |
|
|
|
855,000 |
|
|
|
|
|
13,303,800 |
|
|
|
41,381 |
|
|
|
|
|
23,861,940 |
|
|
|
|
|
|
|
(Cost |
|
127,487,840 |
|
|
|
Technology, Hardware and Equipment (6.4%) |
|
|
|
|
||
|
|
|
316,000 |
|
|
|
|
|
79,132,720 |
|
|
|
138,260 |
|
|
|
|
|
8,184,992 |
|
|
|
|
|
|
|
(Cost |
|
87,317,712 |
|
|
|
|
|
|
|
(Cost |
|
333,849,723 |
|
|
|
|
|
|
|
|
|
|
10
statement of investments
|
|
|
Shares |
|
Common Stocks(continued) |
|
|
|
Value (Note1a) |
|
Materials (4.3%) |
|
415,000 |
|
|
|
|
|
$32,457,150 |
|
|
672,438 |
|
|
|
|
|
12,399,757 |
|
|
|
|
816,056 |
|
|
|
|
|
7,981,028 |
|
|
|
243,593 |
|
|
|
|
|
2,289,774 |
|
|
|
957,591 |
|
|
|
|
|
3,638,846 |
|
|
|
|
|
|
|
(Cost |
|
58,766,555 |
|
|
|
|
|
|
|
|
|
|
|
Utilities (1.2%) |
|
290,000 |
|
|
|
(Cost |
|
15,619,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miscellaneous (1.1%) |
|
3,149,089 |
|
Other (c) |
|
(Cost |
|
14,934,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON STOCKS (107.2%) |
|
(Cost |
|
1,453,434,238 |
|
|
|
|
Purchased Options(a) |
|
|
|
|
||
|
Calls |
|
Contracts(100 Shares Each) |
|
Company/Expiration Date/Exercise Price/Notional |
|
|
|
||
|
Semiconductors and Semiconductor Equipment |
|
1,500 |
|
|
|
(Cost |
|
915,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Puts |
|
|
|
|
|
|
|
|
|
|
Energy |
|
10,000 |
|
|
|
(Cost |
|
30,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL PURCHASED OPTIONS (0.0%) |
|
(Cost |
|
945,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due |
|
|
|
24,836,545 |
|
||
|
25,000,000 |
|
Due |
|
|
|
24,715,528 |
|
||
|
|
|
|
|
|
|
(Cost |
|
49,552,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
|
|
|
|
27,562,014 |
|
|
|
(Cost |
|
27,562,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHORT-TERM SECURITIES (5.7%) |
|
(Cost |
|
77,114,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS (f) (112.9%) |
|
(Cost |
|
1,531,493,325 |
|
||||
|
Other assets in excess of liabilities (1.1%) |
|
|
|
14,534,337 |
|
||||
|
|
|
|
|
|
|
|
|
1,546,027,662 |
|
|
PREFERRED STOCK (-14.0%) |
|
|
|
(190,038,825 |
) |
||||
|
NET ASSETS APPLICABLE TO COMMON STOCK (100%) |
|
|
|
$1,355,988,837 |
|
||||
ADR - American Depository Receipt
(a)Non-income producing security.
(b)50 shares of 110 total shares held as collateral for options written.
(c)Securities which have been held for less than one year, not previously disclosed, and not restricted.
(d)Yield to maturity at purchase.
(e)7-day yield.
(f)At
(see notes to financial statements)
11
Statement of Assets and liabilities
|
Assets |
|
|
|
Investments, at Value (Note1a) |
|
|
|
Common stocks (cost |
$1,453,434,238 |
|
|
Purchased options (cost |
945,000 |
|
|
|
49,552,073 |
|
|
Money market fund (cost |
27,562,014 |
|
|
Total investments (cost |
1,531,493,325 |
|
|
|
||
|
Other Assets |
|
|
|
Cash |
69,600 |
|
|
Receivable for securities sold |
10,087,921 |
|
|
Dividends, interest and other receivables |
1,602,770 |
|
|
Present value of future office lease payments (note 8) |
2,400,780 |
|
|
Qualified pension plan asset, net excess funded (note 7) |
13,413,894 |
|
|
Prepaid expenses, fixed assets, and other assets |
5,549,343 |
|
|
Total Assets |
1,564,617,633 |
|
|
|
||
|
Liabilities |
|
|
|
Accrued compensation payable to officers and employees |
4,795,000 |
|
|
Payable for securities purchased |
184,408 |
|
|
Accrued preferred stock dividend not yet declared |
185,367 |
|
|
Present value of future office lease payments (note 8) |
2,400,780 |
|
|
Accrued supplemental pension plan liability (note 7) |
4,852,420 |
|
|
Accrued supplemental thrift plan liability (note 7) |
5,314,913 |
|
|
Accrued expenses and other liabilities |
857,083 |
|
|
Total Liabilities |
18,589,971 |
|
|
|
||
|
5.95% CUMULATIVE PREFERRED STOCK, SERIES B - |
|
|
|
7,601,553 shares at a liquidation value of |
190,038,825 |
|
|
|
||
|
NET ASSETS APPLICABLE TO COMMON STOCK - 23,468,163 shares (note 5) |
$1,355,988,837 |
|
|
NET ASSET VALUE PER COMMON SHARE |
$57.78 |
|
|
Net Assets Applicable to Common Stock |
|
|
|
Common Stock, 23,468,163 shares at |
$23,468,163 |
|
|
Additional paid-in capital (note 5) |
334,880,072 |
|
|
Unallocated distributions on Preferred Stock |
(185,367 |
) |
|
Total distributable earnings (note 5) |
993,045,275 |
|
|
Accumulated other comprehensive income (note 7) |
4,780,694 |
|
|
NET ASSETS APPLICABLE TO COMMON STOCK |
$1,355,988,837 |
|
(see notes to financial statements)
12
Statement of operations
|
Income |
Year Ended |
|
|
|
Dividends (net of foreign withholding taxes of |
|
$21,758,950 |
|
|
Interest |
|
6,641,963 |
|
|
Total Income |
|
28,400,913 |
|
|
|
|
|
|
|
Expenses |
|
|
|
|
Investment research |
|
8,885,517 |
|
|
Administration and operations |
|
3,745,375 |
|
|
Office space and general |
|
876,962 |
|
|
Directors' fees and expenses |
|
429,339 |
|
|
Transfer agent, custodian, and registrar fees and expenses |
|
373,890 |
|
|
Auditing and legal fees |
|
323,442 |
|
|
State and local taxes |
|
204,500 |
|
|
Depreciation and amortization |
|
157,036 |
|
|
Stockholders' meeting and reports |
|
106,999 |
|
|
Total Expenses |
|
15,103,060 |
|
|
Net Investment Income |
|
13,297,853 |
|
|
|
|
|
|
|
Net Realized Gain and Change in Unrealized Appreciation on Investments (Notes 1, 3 and 4) |
|
|
|
|
Net realized gain (loss) on investments: |
|
|
|
|
Common stocks |
|
109,531,993 |
|
|
Purchased options |
|
(2,606,231 |
) |
|
Written options |
|
321,221 |
|
|
Foreign currency transactions |
|
(8,081 |
) |
|
|
107,238,902 |
|
|
|
Net increase (decrease) in unrealized appreciation: |
|
|
|
|
Common stocks |
|
125,366,233 |
|
|
Purchased options |
|
(392,324 |
) |
|
Written options |
|
(2,263 |
) |
|
Short-term securities and other |
|
(53,211 |
) |
|
|
124,918,435 |
|
|
|
|
|
232,157,337 |
|
|
Net Investment Income, Gains, and Appreciation on Investments |
|
245,455,190 |
|
|
Distributions to Preferred Stockholders |
|
(11,307,310 |
) |
|
Increase in Net Assets Resulting from Operations |
|
$234,147,880 |
|
(see notes to financial statements)
13
STATEMENTS OF CHANGES IN NET ASSETS
|
|
Year Ended |
|
||
|
Operations |
2024 |
|
2023 |
|
|
Net investment income |
$13,297,853 |
|
$10,577,329 |
|
|
Net realized gain on investments |
107,238,902 |
|
63,572,043 |
|
|
Net increase in unrealized appreciation |
124,918,435 |
|
199,254,426 |
|
|
245,455,190 |
|
273,403,798 |
|
|
|
Distributions to Preferred Stockholders |
(11,307,310 |
) |
(11,310,806 |
) |
|
Increase in Net Assets Resulting from Operations |
234,147,880 |
|
262,092,992 |
|
|
|
|
|
|
|
|
Other Comprehensive Income - Funded Status ff Defined Benefit Plans (Note 7) |
3,253,363 |
|
1,132,335 |
|
|
Distributions to Common Stockholders |
(103,286,898 |
) |
(61,945,377 |
) |
|
|
|
|
|
|
|
Capital Share Transactions (Note 5) |
|
|
|
|
|
Value of Common Shares issued in payment of dividends and distributions |
36,883,540 |
|
22,472,914 |
|
|
Cost of Common Shares purchased |
(48,040,986 |
) |
(31,882,976 |
) |
|
Benefit to common shareholders resulting from preferred shares purchased |
- |
|
2,405 |
|
|
Decrease in Net Assets - Capital Share Transactions |
(11,157,446 |
) |
(9,407,657 |
) |
|
Net Increase in Net Assets |
122,956,899 |
|
191,872,293 |
|
|
|
|
|
|
|
|
Net Assets Applicable to Common Stock |
|
|
|
|
|
Beginning of Year |
1,233,031,938 |
|
1,041,159,645 |
|
|
End of Year |
$1,355,988,837 |
|
$1,233,031,938 |
|
(see notes to financial statements)
14
FINANCIAL HIGHLIGHTS
The following table shows per share operating performance data, total investment return, ratios, and supplemental data for each year in the five-year period ended
|
|
|
2024 |
|
2023 |
|
2022 |
|
2021 |
|
2020 |
|
|
Per Share Operating Performance |
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of year |
|
$51.96 |
|
$43.42 |
|
$52.59 |
|
$44.00 |
|
$43.70 |
|
|
Net investment income |
|
0.57 |
|
0.44 |
|
0.22 |
|
0.02 |
|
0.13 |
|
|
Net gain (loss) on common stocks, options and other realized and unrealized |
|
10.10 |
|
11.18 |
|
(7.38 |
) |
12.14 |
|
3.10 |
|
|
Other comprehensive income (loss) |
|
0.14 |
|
0.05 |
|
(0.04 |
) |
0.20 |
|
0.03 |
|
|
|
10.81 |
|
11.67 |
|
(7.20 |
) |
12.36 |
|
3.26 |
|
|
|
Distributions on Preferred Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income |
|
(0.04 |
) |
(0.12 |
) |
(0.07 |
) |
(0.06 |
) |
(0.03 |
) |
|
Distributions from net capital gains |
|
(0.45 |
) |
(0.36 |
) |
(0.40 |
) |
(0.41 |
) |
(0.43 |
) |
|
|
(0.49 |
) |
(0.48 |
) |
(0.47 |
) |
(0.47 |
) |
(0.46 |
) |
|
|
Total from investment operations |
|
10.32 |
|
11.19 |
|
(7.67 |
) |
11.89 |
|
2.80 |
|
|
Distributions on Common Stock: |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income |
|
(0.43 |
) |
(0.64 |
) |
(0.14 |
) |
(0.46 |
) |
(0.15 |
) |
|
Distributions from net capital gains |
|
(4.07 |
) |
(2.01 |
) |
(1.36 |
) |
(2.84 |
) |
(2.35 |
) |
|
|
(4.50 |
) |
(2.65 |
) |
(1.50 |
) |
(3.30 |
) |
(2.50 |
) |
|
|
Net asset value, end of year |
|
$57.78 |
|
$51.96 |
|
$43.42 |
|
$52.59 |
|
$44.00 |
|
|
Per share market value, end of year |
|
$51.01 |
|
$42.95 |
|
$36.15 |
|
$44.20 |
|
$37.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Return |
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder return, based on market price per share |
|
28.99% |
|
26.23% |
|
(14.92)% |
|
28.16% |
|
5.23% |
|
|
Ratios and Supplemental Data |
|
|
|
|
|
|
|
|
|
|
|
|
Net assets applicable to Common Stock end of year(000's omitted) |
|
$1,355,989 |
|
$1,233,032 |
|
$1,041,160 |
|
$1,282,789 |
|
$1,087,971 |
|
|
Ratio of expenses to average net assets applicable to Common Stock |
|
1.11% |
|
1.35% |
|
1.13% |
|
1.24% |
|
1.22% |
|
|
Ratio of net income to average net assets applicable to Common Stock |
|
0.98% |
|
0.92% |
|
0.50% |
|
0.05% |
|
0.32% |
|
|
Portfolio turnover rate |
|
20.10% |
|
15.09% |
|
16.53% |
|
24.74% |
|
19.33% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
Liquidation value, end of year |
|
$190,039 |
|
$190,039 |
|
$190,117 |
|
$190,117 |
|
$190,117 |
|
|
Asset coverage |
|
814% |
|
749% |
|
648% |
|
775% |
|
672% |
|
|
Asset coverage per share |
|
$203.38 |
|
$187.21 |
|
$161.91 |
|
$193.68 |
|
$168.07 |
|
|
Liquidation preference per share |
|
$25.00 |
|
$25.00 |
|
$25.00 |
|
$25.00 |
|
$25.00 |
|
|
Market value per share |
|
$25.24 |
|
$24.98 |
|
$25.50 |
|
$26.86 |
|
$27.50 |
|
(see notes to financial statements)
15
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS
The accompanying financial statements have been prepared in accordance with
The preparation of financial statements in accordance with
During 2024, the Company adopted
a.Security Valuation Equity securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the period. Equity securities reported on the NASDAQ national market are valued at the official closing price on that day. Listed and NASDAQ equity securities for which no sales are reported on that day and other securities traded in the over-the-counter market are valued at the last bid price (asked price for options written) on the valuation date. Equity securities traded primarily in foreign markets arevalued at the closing price of such securities on their respective exchanges or markets. Corporate debt, domestic and foreign, and
b.Options The Company may purchase and write (sell) exchange traded put and call options on equity securities. The Company purchases put options or writes call options to hedge the value of portfolio investments while it purchases call options and writes put options to obtain market exposure. The risk associated with purchasing an option is that the Company pays a premium whether or not the option is exercised. Additionally, the Company bears the risk of loss of the premium and a change in market value should the counterparty not perform under the contract. Put and call options purchased are accounted for in the same manner as portfolio securities. Premiums received from writing options are reported as a liability on the Statement of Assets and Liabilities. Those that expire unexercised are treated by the Company on the expiration date as realized gains on written option transactions in the Statement of Operations. The difference between the premium received and the amount paid on effecting a closing purchase transaction,including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss on written option transactions in the Statement of Operations. If a written call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Company has realized a gain or loss on investments in the Statement of Operations.If awritten put option is exercised, the premium reduces the cost basis of the securities purchased by the Company and is parenthetically disclosed on the Statement of Assets and Liabilities. The Company as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. For exchange traded options purchased, the Company bears the risk of loss in the amount of the premiums paid plus appreciation in market value should a counterparty fail to perform under the contract. Options written by the Company do not give rise to counterparty risk as options written obligate the Company to perform. The Company has not entered into a master netting agreement with respect to options on equity securities. SeeNote 4for option information.
c.Securities Transactions and Investment Income Securities transactions are recorded as of the trade date. Realized gains and losses are determined on the specific identification method. Dividend income and distributions to stockholders are recorded as of the ex-dividend dates. Interest income is recognized daily on the accrual basis, adjusted for the accretion of discounts and amortization of premiums.
16
NOTES TO FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS -continued
d.Foreign Currency Translation and Transactions Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into
Realized foreign exchange gains or losses may also arise from sales of foreign currencies,currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of
e.Dividends and Distributions The Company expects to pay dividends of net investment income and distributions of net realized capital and currency gains, if any, annually to common shareholders and quarterly to preferred shareholders. Dividends and distributions to common and preferred shareholders, which are determined in accordance with Federal income tax regulations, are recorded on the ex-dividend date. Permanent book/tax differences relating to income and gains are reclassified to paid-in capital as they arise.
f.Federal Income Taxes The Company's policy is to fulfill the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all taxable income to its stockholders. Accordingly, no provision for Federal income taxes is required. In accordance with
g.Indemnifications In the ordinary course of business, the Company enters into contracts that contain a variety of indemnifications. The Company's maximum exposure under these arrangements is unknown. However, the Company has not had prior claims or losses pursuant to these indemnification provisions and expects any future risk of loss thereunder to be remote.
2. FAIR VALUE MEASUREMENTS
Various data inputs are used in determining the value of the Company's investments. These inputs are summarized in a hierarchy consisting of the three broad levels listed below:
Level 1 - quoted prices in active markets for identical securities (including money market funds which are valued at net asset value, typically
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, etc.), and
Level 3 - significant unobservable inputs (including assumptions in determining the fair value of investments).
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. No transfers among levels occurred during the year ended
|
Assets |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
|
Common stocks |
|
$1,453,434,238 |
|
- |
|
- |
|
$1,453,434,238 |
|
Purchased options |
|
945,000 |
|
- |
|
- |
|
945,000 |
|
|
|
- |
|
$49,552,073 |
|
- |
|
49,552,073 |
|
Money market fund |
|
27,562,014 |
|
- |
|
- |
|
27,562,014 |
|
Total |
|
$1,481,941,252 |
|
$49,552,073 |
|
- |
|
$1,531,493,325 |
3. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (other than short-term securities and options) during 2024 amounted to
1. SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS- (continued)
17
NOTES TO FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS -continued
4. OPTIONS
In order to enhance financial statement disclosure for derivative instruments, the following table is intended to enable investors to understand: a) how and why the Company uses purchased and written options on equity securities, b) how purchased and written options on equity securities are accounted for, and c) how purchased and written options on equity securities affect the Company's financial position and results of operations. As of
The following table presents options contracts by location and as presented on the Statement of Assets and Liabilities as of
|
|
|
Asset Options |
|
Liability Options |
||||
|
Underlying Risk |
|
Statement of Assets and Liabilities Location |
|
Fair Value |
|
Statement of Assets and Liabilities Location |
|
Fair Value |
|
Equity |
|
Purchased options |
|
$945,000 |
|
Outstanding |
|
$- |
The following table presents the effect of options activity on the Statement of Operations for the year ended
|
Underlying Risk |
|
Statement of |
|
Realized Gain (Loss) |
|
Change in Unrealized Appreciation |
|
|
Equity |
|
Purchased options |
|
$(2,606,231) |
|
|
$(392,324) |
|
Equity |
|
Written options |
|
321,221 |
|
|
(2,263) |
|
|
|
|
$(2,285,010) |
|
|
$(394,587) |
|
Average monthly options activity during the year ended
|
|
|
Purchased Options |
|
Written Options |
|
Numbers of Contracts |
|
2,300 |
|
478 |
5. CAPITAL STOCK AND DIVIDEND DISTRIBUTIONS
The authorized capital stock of the Company consists of 50,000,000shares of Common Stock,
On
Cumulatively, the Board of Directors has authorized the repurchase of up to 2 million Preferred Shares in the open market at prices below
The Company allocates distributions from net capital gains and other types of income proportionately among holders of shares of Common Stock and Preferred Stock. To the extent that dividends on the shares of Preferred Stock are not paid from net capital gains, they will be paid from investment company taxable income, or will represent a retuof capital.
Under the Investment Company Act of 1940, the Company is required to maintain an asset coverage of at least 200% of the Preferred Stock. In addition, pursuant to
The holders of Preferred Stock have voting rights equivalent to those of the holders of Common Stock (one vote per share) and, generally, vote together with the holders of Common Stock as a single class.
Holders of Preferred Stock will elect two members to the Company's Board of Directors and the holders of Preferred and Common Stock, voting as a single class, will elect the remaining directors. If the Company fails to pay dividends on the Preferred Stock in an amount equal to two full years of dividends, the holders of Preferred Stock will have the right to elect a majority of the directors. In addition, the Investment Company Act of 1940 requires that approval of the holders of a majority of any outstanding Preferred Shares, voting separately as a class, would be required to (a) adopt any plan of reorganization that would adversely affect the Preferred Stock and (b) take any action requiring a vote of security holders,
18
NOTES TO FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS -continued
including, among other things, changes in the Company's subclassification as a closed-end investment company or changes in its fundamental investment policies.
The Company presents its Preferred Stock, for which its redemption is outside ofthe Company's control, outside of net assets applicable to Common Stock in the Statement of Assets and Liabilities.
Transactions in Common Stock during 2024 and 2023 were as follows:
|
|
|
Shares |
|
Amount |
|
||||
|
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
Par value of Shares issued in payment of dividends and distributions (issued from treasury) |
|
705,770 |
|
529,522 |
|
$705,770 |
|
$529,522 |
|
|
Increase in paid-in capital |
|
- |
|
- |
|
36,177,770 |
|
21,943,392 |
|
|
Total increase |
|
705,770 |
|
529,522 |
|
36,883,540 |
|
22,472,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Par value of Shares purchased (at an average discount from net asset value of 16.0% and 17.4%, respectively) |
|
(969,931 |
) |
(776,220 |
) |
(969,931 |
) |
(776,220 |
) |
|
Decrease in paid-in capital |
|
- |
|
- |
|
(47,071,055 |
) |
(31,106,756 |
) |
|
Total decrease |
|
(969,931 |
) |
(776,220 |
) |
(48,040,986 |
) |
(31,882,976 |
) |
|
Net decrease |
|
(264,161 |
) |
(246,698 |
) |
$(11,157,446 |
) |
$(9,410,062 |
) |
At
The tax basis distributions during the year ended
6. OFFICERS' COMPENSATION
The aggregate compensation accrued and paid by the Company during the year ended
7. BENEFIT PLANS
The Company has funded (qualified) and unfunded (supplemental) defined contribution thrift plans that are available to its employees. The aggregate cost of such plans for 2024 was
The Company also has both funded (qualified) and unfunded (supplemental) noncontributory defined benefit pension plans that cover its employees. The pension plans provide a defined benefit based on years of service and final average salary with an offset for a portion of
The Company recognizes the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in the Statement of Assets and Liabilities and recognizes changes in funded status in the year in which the changes occur through other comprehensive income.
5. Capital Stock and Dividend Distributions- (continued)
19
NOTES TO FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS -continued
7. BENEFIT PLANS- (continued)
|
OBLIGATIONS AND FUNDED STATUS OF DEFINED BENEFIT PLANS: |
|
|
|
||||
|
|
Qualified |
|
Supplemental |
|
Total |
|
|
|
CHANGE IN BENEFIT OBLIGATION: |
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year |
|
$18,499,303 |
|
$5,069,337 |
|
$23,568,640 |
|
|
Service Cost |
|
303,366 |
|
75,439 |
|
378,805 |
|
|
Interest cost |
|
925,325 |
|
252,053 |
|
1,177,378 |
|
|
Benefits paid |
|
(1,146,173 |
) |
(308,251 |
) |
(1,454,424 |
) |
|
Actuarial (gain)/loss |
|
(813,781 |
) |
(236,158 |
) |
(1,049,939 |
) |
|
Projected benefit obligation at end of year |
|
17,768,040 |
|
4,852,420 |
|
22,620,460 |
|
|
CHANGE IN PLAN ASSETS: |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
28,075,570 |
|
- |
|
28,075,570 |
|
|
Actual retuon plan assets |
|
4,252,537 |
|
- |
|
4,252,537 |
|
|
Employer contributions |
|
- |
|
308,251 |
|
308,251 |
|
|
Benefits paid |
|
(1,146,173 |
) |
(308,251 |
) |
(1,454,424 |
) |
|
Fair value of plan assets at end of year |
|
31,181,934 |
|
- |
|
31,181,934 |
|
|
FUNDED STATUS AT END OF YEAR |
|
13,413,894 |
|
(4,852,420 |
) |
8,561,474 |
|
|
Accumulated benefit obligation at end of year |
|
$17,324,261 |
|
$4,845,599 |
|
$22,169,860 |
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED-AVERAGE ASSUMPTIONS USED TO DETERMINE OBLIGATION AT YEAR END: |
|
|
|
||||
|
Discount rate: 5.56% |
|
|
|
|
|
|
|
|
Salary scale assumption: 2.50% |
|
|
|
|
|
|
|
|
Mortality: Pri-2012 Mortality Table / MP-2021 Projection Scale with white collar adjustment |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
Before |
|
Adjustments |
|
After |
|
|
CHANGE IN FUNDED STATUS: |
|
|
|
|
|
|
|
|
Noncurrent benefit asset - qualified plan |
|
$9,576,267 |
|
$3,837,627 |
|
$13,413,894 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
|
|
Current benefit liability - supplemental plan |
|
$(305,360 |
) |
$(24,340 |
) |
$(329,700 |
) |
|
Noncurrent benefit liability - supplemental plan |
|
(4,763,977 |
) |
241,257 |
|
(4,522,720 |
) |
|
|
|
|
|
|
|
|
|
|
AMOUNTS RECOGNIZED IN ACCUMULATED OTHER |
|
|
|
|
|
|
|
|
Net actuarial gain |
|
$(1,527,331 |
) |
$(3,253,363 |
) |
$(4,780,694 |
) |
|
ACCUMULATED OTHER COMPREHENSIVE INCOME |
|
$(1,527,331 |
) |
$(3,253,363 |
) |
$(4,780,694 |
) |
|
|
|
|
|
|
|
|
|
|
WEIGHTED-AVERAGE ASSUMPTIONS TO DETERMINE NET PERIODIC BENEFIT COST DURING YEAR: |
|
|
|
||||
|
Discount rate: 5.03% |
|
|
|
|
|
|
|
|
Expected retuon plan assets*: 7.50% for Qualified Plan; N/A for Supplemental Plan |
|
|
|
|
|
||
|
Salary scale assumption: 2.50% |
|
|
|
|
|
|
|
|
Mortality: Pri-2012 Mortality Table/MP-2021 Projection Scale with white collar adjustment |
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
*Determined based upon a discount to the long-term average historical performance of the plan. |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
Qualified |
|
Supplemental |
|
Total |
|
|
COMPONENTS OF NET PERIODIC BENEFIT COST: |
|
|
|
|
|
|
|
|
Service cost |
|
$303,366 |
|
$75,439 |
|
$378,805 |
|
|
Interest cost |
|
925,325 |
|
252,053 |
|
1,177,378 |
|
|
Expected retuon plan assets |
|
(2,049,113 |
) |
- |
|
(2,049,113 |
) |
|
Net periodic benefit cost |
|
$(820,422 |
) |
$327,492 |
|
$(492,930 |
) |
20
NOTES TO FINANCIAL STATEMENTS
NOTES TO FINANCIAL STATEMENTS -continued
7. BENEFIT PLANS- (continued)
The Company's qualified pension plan owns assets as of
|
|
|
Qualified |
|
Supplemental |
|
Total |
|
|
EXPECTED CASH FLOWS: |
|
|
|
|
|
|
|
|
|
|
$- |
|
$329,700 |
|
$329,700 |
|
|
Expected benefit payments: |
|
|
|
|
|
|
|
|
2025 |
|
$1,217,130 |
|
$329,700 |
|
$1,546,830 |
|
|
2026 |
|
1,262,648 |
|
337,605 |
|
1,600,253 |
|
|
2027 |
|
1,283,605 |
|
365,658 |
|
1,649,263 |
|
|
2028 |
|
1,305,702 |
|
395,689 |
|
1,701,391 |
|
|
2029 |
|
1,320,392 |
|
398,846 |
|
1,719,238 |
|
|
2030-2034 |
|
6,783,872 |
|
1,949,364 |
|
8,733,236 |
|
8. OPERATING LEASE COMMITMENT
The FASB issued ASU 2016-02, Leases, which requires lessees to reassess if a contract is or contains lease agreements and assess the lease classification to determine if they should recognize a right-of-use asset and offsetting liability on the Statement of Assets and Liabilities that arises from entering into a lease, including an operating lease. The right-of-use asset and offsetting liability is reported on the Statement of Assets and Liabilities in line items entitled, "Present value of future office lease payments." Since the operating lease does not specify an implicit rate, the right-of-use asset and liability have been calculated using a discount rate of 3.0%, which is based upon high quality corporate interest rates for a term equivalent to the lease period as of
In 2017, the Company entered into an operating lease agreement for office space which will expire in 2028 and provide for aggregate rental payments of approximately
|
2025 |
|
$663,000 |
|
|
2026 |
|
663,000 |
|
|
2027 |
|
663,000 |
|
|
2028 |
|
553,000 |
|
|
Total Remaining Lease Payments |
|
2,542,000 |
|
|
Effect of Present Value Discounting |
|
(141,220 |
) |
|
Present Value of Future Office Lease Payments |
|
$2,400,780 |
|
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
to the board of directors
and stockholders of
general american investors company, inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities of
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of the Company's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of
We have served as the Company's auditor since 1949.
22
Investment Objectives and Policies (Unaudited)
•The Company may issue debt and senior equity securities to the extent permitted by the Investment Company Act of 1940.
•The Company may not borrow money in excess of 25% of its gross assets, except for the purchase or redemption of outstanding senior securities.
•The Company may not underwrite securities in excess of 20% of its gross assets.
•The Company's holdings in a particular industry may not be increased by additional investment in that industry beyond 50% of the value of the Company's gross assets. (The Company's non-fundamental operating policy, however, is not to invest 25% or more of its assets in any one particular industry based upon the Global Industry Classification Standard.)
•The Company does not purchase or sell real estate.
•The Company may not trade in commodities and commodity contracts in excess of 20% of its gross assets.
•The Company may not make loans (other than through the purchase of a portion of an issue of bonds, debentures or other securities issued by another person) to other persons in an amount exceeding 10% to any one person or exceeding in the aggregate 20% of its gross assets.
•The Company does not make investments for the purpose of participating in management, although it maintains the freedom to do so if it should become necessary to conserve any investment.
Other than as set forth above and subject to the requirements of the Investment Company Act of 1940, and associated rules and regulations, relating to diversified investment companies, the Company's investment policy is flexible, as its charter permits investment in all forms of securities without limiting the portion of its assets which may be invested in any one type.
23
Principal Risk Factors of Investing in the Company (Unaudited)
As a general matter, risk is inherent in all investing activities. It can range from the inability to achieve one's investment objectives, to performance that falls short of other investment options, to the loss of some or all invested capital. The Company invests principally in common stocks. On a relative basis, common stocks are generally subject to greater risks than many other asset classes. An equity-oriented portfolio held within an exchange traded closed-end investment company structure, such as the Company, has two layers of equity risk (the investment portfolio and the holding structure), which can amplify the level of risk suggested above. As of
Equity and Market Oriented Risks
Stock market risk is the risk that stock prices can or will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices that can extend over long periods of time. Stock market disruptions can also adversely affect local, national and global markets and their orderly operation. Any such disruptions could have an adverse impact on the value of the Company's investments, the Company's common stock and the Company's performance.
Investment style risk is the risk that the Company's return, due to management's investment decisions, will trail returns from the overall stock market or the Company's benchmark, the S&P 500 stock index.
Common stock represents an equity or ownership interest in an issuer. Common stock typically entitles the owner to vote on the election of directors and other important matters, as well as to receive dividends on such stock. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds, other debt holders, and owners of preferred stock take precedence over the claims of those who own common stock.
Equity and other investments in larger, more established companies may involve certain risks associated with their larger size. For instance, larger companies may be less able to respond quickly to new competitive challenges, such as changes in consumer tastes or innovation from smaller competitors. Also, larger companies are sometimes less able to achieve growth rates as high as successful smaller companies, especially during extended periods of economic expansion.
Investing in securities of small-cap and mid-cap companies may involve greater risks than investing in securities of larger, more established issuers. Small-cap and mid-cap companies may be engaged in business within a narrow geographic region, be less well-known to the investment community, and have more volatile share prices. These companies often lack management depth and have narrower market penetration, less diverse product lines, and fewer resources than larger companies. Moreover, the securities of such companies often have less market liquidity and, as a result, their stock prices often react more strongly to changes in the marketplace.
The Company invests in both domestic equity securities with significant foreign subsidiaries, operations, and/or revenues and in foreign domiciled equity securities to the extent necessary to carry out its investment objectives. The value in
Investing in foreign securities involves certain special risk considerations that are not typically associated with investing in securities of
The Company invests in certain derivatives on equity securities to carry out its investment objectives. A derivative is a financial instrument that has a value based on or "derived from" the values of other assets, indexes or reference points. Derivatives the Company typically invests in include options on equity securities, caps, floors, and collars. Some derivatives, such as equity options, are traded on
24
Principal Risk Factors of Investing in the Company (Unaudited) -continued
seeking to stay more fully invested, seeking to reduce transaction or tax costs, seeking to simulate an investment in an equity security or other investments, and seeking to add value by using derivatives to establish portfolio positions when derivatives are favorably priced relative to equity securities or other investments. Derivatives may be used for speculative purposes and at other times their use may not constitute speculation. There is no assurance that any derivatives strategy used by the Company will succeed and the Company may incur losses through its use of derivatives.
Increasingly, climate risks (i.e., usage of fossil fuels, discharge of hydrocarbons, impact of global warming, etc.) are becoming a greater influence upon financial market valuations, liquidity and investment returns.
In recent years, the
Inflation risk is the risk that the value of assets or income from the Company's investments will be worth less in the future as inflation decreases the value of payments at future dates. As inflation increases, the real value of the Company's portfolio could decline. Deflation risk is the risk that prices throughout the economy decline over time. Deflation may have an adverse effect on the financial stability of issuers and may put securities issuers at risk which may result in a decline in the value of the Company's portfolio.
Liquidity risk is the risk that the Company may invest in securities that trade in lower volumes and may be less liquid than other investments or that the Company's investments may become less liquid in response to market developments or adverse investor perceptions. Illiquidity may be the result of, for example, low trading volumes, lack of a market maker or restrictions that limit or prevent the Company from selling securities or closing positions. When there is no willing buyer and investments cannot be readily sold or closed out, the Company may have to sell an investment at a substantially lower price than the price at which the Company last valued the investment for purposes of calculating its net asset value ("NAV") or it may not be able to sell the investments at all, each of which would have a negative effect on the Company's performance and may cause the Company to hold an investment longer than management would otherwise desire.
In response to market conditions, the Company may temporarily depart from its normal investment objectives and policies when management believes that doing so is in the Company's best interest.
Although the Company generally seeks to invest for the long term, it may sell securities regardless of how long they have been held. This may cause the Company's turnover rate and transaction costs to rise, which may lower the Company's performance and may increase the likelihood of capital gains distributions.
The market price of the Company's shares will most likely differ from its NAV. There may also be times when the market price and the NAV differ significantly, with a discount to NAV being more typical historically (the Company's shares rarely, if ever, trade at a premium to NAV). Thus, you will likely pay less (a discount) than the current NAV when you buy the Company's shares on the secondary market, and you will likely receive less than NAV when you sell those shares. These discounts (in rare instances, premiums) are likely to be greatest during times of market disruption or extreme market volatility.
The Company's shares are listed for trading on the
Trading of the Company's shares may be halted by the activation of individual or market-wide trading halts (which halt trading for a specific period of time when the price of a particular security or overall market prices decline by a specified percentage). Trading of the Company's shares may also be halted if (1) the shares are delisted from the NYSE without first being listed on another exchange or (2) NYSE officials determine that such action is appropriate in the interest of a fair and orderly market or for the protection of investors.
Unlike shares of an open-end mutual fund, the Company's shares are not individually redeemable.
The Company's shares are intended for long-term investors and should not be treated as a trading vehicle.
An investment in the Company is not a deposit in a bank and is not insured or guaranteed by the
Leverage Risk and Effects Thereof
The use of leverage magnifies the losses or gains that would otherwise be generated by the Company's investment portfolio. Additionally, leverage has a recurring direct annual cost to the Company.
The Company employs the use of leverage through its issuance on
25
Principal Risk Factors of Investing in the Company (Unaudited) -continued
There are 7,601,553 shares of
The information below is designed to illustrate the effects of leverage through the use of senior securities under the Investment Company Act of 1940.
These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns experienced or expected to be experienced by the Company. Your actual returns may be greater or less than those appearing below. In addition, actual expenses associated with borrowings or other forms of leverage, if any, used by the Company may vary and could be significantly higher or lower than the rates used for the example below.
|
Assumed Retuon Portfolio (Net of Expenses) |
(10.00)% |
(5.00)% |
0.00% |
5.00% |
10.00% |
|
Corresponding Retuto Common Stockholders: |
(12.45)% |
(6.68)% |
(0.92)% |
4.85% |
10.62% |
Retuto Common Stockholders (above) is composed of three elements:
•The dividends and distributions paid to and reinvested by the holdersof the common stock of the Company.
•Other realized and unrealized gains or losses in the value of the portfolio securities and other assets and liabilities of the Company not distributed to common shareholders.
•The cost of leverage of the Company, which consists of the preferred stock dividend described above, which is
As required by
Structural, Operating and Employee Related Risks
The Company operates as an internally managed closed-end fund (i.e., the management, advisory and administrative functions are performed by individuals directly employed by and "resident" within the Company; not a contractual service provider or external management/advisory firm) and the Company and its service providers depend on complex information technology and communications systems to conduct business functions, making them susceptible to operational and information security risks. For example, design or system failures or malfunctions, human error, faulty software or data processing systems, power or communications outages, acts of God, or cyber-attacks may lead to operational disruptions and potential losses to the Company. Cyber-attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information, and causing operational disruption. Successful cyber-attacks against, or security breakdowns at, the Company, its custodian and accounting agent, pricing and data vendors, transfer agent, and/or other third-party service providers may adversely impact the Company and its shareholders. For instance, cyberattacks or other operational issues may interfere with the processing of shareholder transactions, impact the Company's ability to calculate its NAV, cause the release of private shareholder information or confidential Company information, impede trading, cause reputational damage, and subject the Company to regulatory fines, penalties or financial losses, reimbursement, other compensation costs, and/or additional compliance costs. The Company also may incur substantial costs for cybersecurity risk management to guard against any cyber incidents in the future. In general, cyber-attacks result from deliberate attacks, but unintentional events may have similar effects to those caused by cyber-attacks. Similar types of risks also are present for issuers of securities in which the Company invests, which could result in material adverse consequences for such issuers and may cause the Company's investment in such securities to lose value. In addition, cyber-attacks involving a counterparty to the Company could affect such a counterparty's ability to meet its obligations to the Company, which may result in losses to the Company and its shareholders. In addition, the adoption of partial work-from-home arrangements by the Company and/or its service providers due to the COVID-19 pandemic earlier this decade could increase all of the above risks, create additional data and information accessibility concerns, and make the Company and/or its service providers more susceptible to operational disruptions, any of which could adversely impact their operations. While the Company or its service providers may have established business continuity plans and systems designed to guard against such operational failures and cyber-attacks and the adverse effects of such events, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified, in large part because different or unknown threats or risks may emerge in the future. The Company does not control the business continuity and cybersecurity plans and systems put in place by third-party service providers, and such third-party service providers may have no or limited indemnification obligations to the Company.
The Company is exposed to operational risks arising from several factors, including, but not limited to: human error; processing and communication errors; errors of the Company's service providers, counterparties, or other third-parties; failed or inadequate processes and/or technology; or systems failures. The Company seeks to reduce these operational
26
Principal Risk Factors of Investing in the Company (Unaudited) -continued
risks through controls and procedures. However, these measures do not address every possible risk and may be inadequate to address significant operational risks.
The Company is dependent upon key and a limited number of personnel.
Misconduct or misrepresentations by employees of the Company or its service providers could cause significant losses to the Company. Employee misconduct may include binding the Company to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities, concealing unsuccessful trading activities (which, in any case, may result in unknown and unmanaged risks or losses) or making misrepresentations regarding any of the foregoing. Losses could also result from actions by the Company's service providers, including, without limitation, failing to recognize trades and misappropriating assets. In addition, employees and service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm. Despite the Company's due diligence efforts, misconduct and intentional misrepresentations may be undetected or not fully comprehended, thereby potentially undermining the Company's due diligence efforts. As a result, no assurances can be given that the due diligence performed by the Company will identify or prevent any such misconduct.
The Company has a long-term lease commitment which expires in the fourth quarter of 2028 with aggregate rental payments of approximately
The Company has both funded (qualified) and unfunded (supplemental) noncontributory defined benefit pension plans and funded (qualified) and unfunded (supplemental) defined contribution thrift plans that are available to its employees. As a result of the terms of these plans and applicable generally accepted accounting principles pertaining thereto, the Company may be required to increase expenses and write-up the associated liabilities of these plans in its accounting records under varying circumstances. In the case of the pension plan, if interest rates decline, stock prices decline, or there are significant declines in mortality, among other factors, additional projected expenses and accrued liabilities may be required to be recorded in the Company's financial statements to reflect those events. In the case of the supplemental thrift plan, a greater expense and accrued liability will be recorded as the Company's stock price increases and the associated unfunded liability of the supplemental thrift plan increases.
Certain provisions in the Company's Restated Certificate of Incorporation or By-Laws include provisions that could limit the ability of other entities or persons to merge it or to consolidate it with an open-end fund, to dissolve the Company, to sell all or substantially all of the assets of the Company, or to make the common stock of the Company a redeemable security. These provisions could have the effect of depriving common stockholders of opportunities to sell their common stock at a premium over the then-current market price of the Company's common stock.
Governmental, Political, Regulatory and Compliance Risks
Political, social, or financial instability; civil unrest; and acts of terrorism are other potential risks that could adversely affect an investment in a security or in markets or issuers generally. In addition, political developments in foreign countries or
The Company has elected to be treated as a
27
Principal Risk Factors of Investing in the Company (Unaudited) -continued
the Company's ability to so qualify. If the Company were ineligible to or otherwise failed to qualify as a RIC, it would be treated as a corporation subject to
The Company is registered under the Investment Company Act of 1940 and is subject to many requirements pursuant to its registration with the
28
OFFICERS
|
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Principal Occupation |
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|
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President of the Company since 2012 and Chief Executive Officer since 2013 |
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Senior Vice-President of the Companysince2019(general industries) |
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Vice-President, |
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Vice-President of the Company since 2013,securities analyst and information technology |
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Principal Occupation |
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Vice-President of the Companysince2019,securities analyst (general industries) |
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Vice-President of the Company since 2006,securities analyst(biotechnology industry) |
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|
Treasurer of the Company |
|
Connie A. Santa Maria(51) |
Corporate Secretary of the Company effective 2024, Assistant Corporate Secretary of the Company2019-2023,Human Resources/Benefits Manager |
All information is as of
All Officers serve for a term of one year and are elected by the Board of Directors at the time of its annual meeting in April.
The address for each officer is the Company's office.
service organizations
counsel
independent auditors
custodian and accounting agent
transfer agent and registrar
1-800-413-5499
Previous purchases of the Company's Common and Preferred Stock are set forth in Note 5 to Financial Statements. Prospective purchases of Common and Preferred Stock may be made at such times, at such prices, in such amounts and in such manner as the Board of Directors may deem advisable.
The policies and procedures used by the Company to determine how to vote proxies relating to portfolio securities and the Company's proxy voting record for the twelve-month period ended
In addition to distributing financial statements as of the end of each quarter,
On
DIRECTORS
DIRECTORS
|
Director Since |
Principal Occupation During Past 5 Years |
Current Directorships and Affiliations |
|
Independent Directors |
|
|
|
1995 |
Founder and Managing Member Chairman and Chief Executive Officer |
|
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||
|
2007 |
Partnerand Co-Chief Investment Officer |
Upwell,Director and Chairman of Audit Committee |
|
1995 |
Chairman of the Boardof Company |
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||
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2017 |
Founder, (2023; educational software) Executive Director,
|
Women's Health Symposium, Weill Cornell Medicine, |
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||
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1986 |
RegisteredAttorney N.Y. State Unified |
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2010 |
Executive Director CitizensUnion (since 2017;non-profitdemocratic reform) |
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2017 |
Founder and President Marketing Strategies, LLC |
|
|
2020 |
Chief Executive Officer Eighth Day (2024; skincare) Chief Executive Officer Tula |
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|
|
||
|
2015 |
Chief Family Ownership Officer Chief Financial Officer and Member of Executive Board Randstad (2018-2023; human resources) |
|
|
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||
|
Interested Director |
|
|
|
2013 |
Presidentand Chief Executive Officerof Company |
|
The Company is a stand-alone fund. All Directors serve for a term of one year and are elected by Stockholders at the time of the annual meeting. The address for each Director is the Company's office. All information is as of
(212) 916-8400 (800) 436-8401
E-mail: [email protected]
ITEM 2. CODE OF ETHICS.
On
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Directors has determined that none of the members of registrant's audit committee meets the definition of "audit committee financial expert" as the term has been defined by the
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) AUDIT FEES The aggregate fees paid and accrued by the registrant for professional services rendered by its independent auditors,
(b) AUDIT RELATED FEES The aggregate fees paid or accrued by the registrant for audit-related professional services rendered by
(c) TAX FEES The aggregate fees paid or accrued by the registrant for professional services rendered by
(d) ALL OTHER FEES No such fees were billed to the registrant by
(e)(1) AUDIT COMMITTEE PRE-APPROVAL POLICY All services to be performed for the registrant by
(2) Not applicable.
(f) Not applicable.
(g) The aggregate fees paid or accrued by the registrant for non-audit professional services rendered by
(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the audit committee are:
(b) Not applicable.
ITEM 6. INVESTMENTS.
(a) The schedule of investments in securities of unaffiliated issuers is included as part of the report to stockholders filed under Item 1 of this form.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(a) Not applicable.
(b) Not applicable.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
(1) Not applicable.
(2) Not applicable.
(3) Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
(1) Not applicable.
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.
(1) Not applicable.
(2) Not applicable.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
PROXY VOTING POLICIES AND PROCEDURES
Our investment approach stresses fundamental security analysis, which includes an evaluation of the integrity, as well as the effectiveness of management personnel. In proxy material, we review management proposals and management recommendations relating to shareholder proposals in order to, among other things, gain assurance that management's positions are consistent with its integrity and the long-term interests of the company. We generally find this to be the case and, accordingly, give significant weight to the views of management when we vote proxies.
Proposals that may have an impact on the rights or privileges of the securities held by the Company would be reviewed very carefully. The explanation for a negative impact could justify the proposal; however, if such justification were not present, we would vote against a significant reduction in the rights or privileges associated with any of our holdings.
Proposals relating to corporate governance matters are reviewed on a case-by-case basis. When they involve changes in the state of incorporation, mergers or other restructuring, we would, if necessary, complete our review of the rationale for the proposal by contacting company representatives and, with few exceptions, vote in favor of management's recommendations. Proposals relating to anti-takeover provisions, such as staggered boards, poison pills and supermajorities could be more problematic. They would be considered in light of our assessment of the capability of current management, the duration of the proposal, the negative impact it might have on the attractiveness of the company to future "investors," among other factors. We can envision circumstances under which we would vote against an anti-takeover provision.
Generally, we would vote with management on proposals relating to changes to the company's capital structure, including increases and decreases of capital and issuances of preferred stock; however, we would review the facts and circumstances associated with each proposal before finalizing our decision.
Well-structured stock option plans and management compensation programs are essential for companies to attract and retain high caliber management personnel. We generally vote in favor of proposals relating to these issues; however, there could be an occasion on which we viewed such a proposal as overreaching on the part of management or having the potential for excessive dilution when we would vote against the proposal.
Corporations should act in a responsible manner toward their employees, the communities in which they are located, the customers they serve and the world at large. We have observed that most stockholder proposals relating to social issues focus on a narrow issue and the corporate position set forth in the proxy material provides a well-considered response demonstrating an appropriate and responsible action or position. Accordingly, we generally support management recommendations on these types of proposals; however, we would consider each proposal on a case-by-case basis.
We take voting proxies of securities held in our portfolio very seriously. As indicated above, it is an integral part of the analytical process at
Date:
Item 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) As of
(b) Not applicable.
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) General American Investors Company, Inc. Common Stock (GAM)
| Period 2024 |
(a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
| 07/01-07/31 | 140,481 | $ | 41.6449 | 140,481 | 1,032,046 | |||||||||||
| 08/01-08/31 | 63,471 | 41.5105 | 63,471 | 968,575 | ||||||||||||
| 09/01-09/30 | 91,791 | 41.6360 | 91,791 | 876,784 | ||||||||||||
| 10/01-10/31 | 37,692 | 41.0706 | 37,692 | 839,092 | ||||||||||||
| 11/01-11/30 | 65,124 | 41.4485 | 65,124 | 773,968 | ||||||||||||
| 12/01-12/31 | 152,871 | 41.9219 | 152,871 | 621,097 | ||||||||||||
| Total for the period | 551,430 | 551,430 | ||||||||||||||
Note-The Board of Directors has authorized the repurchase of the registrant's common stock when the shares are trading at a discount from the underlying net asset value of at least 8%. This represents a continuation of the repurchase program which began in
(b) General American Investors Company, Inc. Preferred Stock (GAMpB)
| Period 2024 |
(a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
| 07/01-07/31 | - | - | - | 1,601,553 | ||||||||||||
| 08/01-08/31 | - | - | - | 1,601,553 | ||||||||||||
| 09/01-09/30 | - | - | - | 1,601,553 | ||||||||||||
| 10/01-10/31 | - | - | - | 1,601,553 | ||||||||||||
| 11/01-11/30 | - | - | - | 1,601,553 | ||||||||||||
| 12/01-12/31 | - | - | - | 1,601,553 | ||||||||||||
| Total for the period | - | - | ||||||||||||||
Note-The Board of Directors has authorized the repurchase of the registrant's preferred stock when the shares are trading at a price not in excess of
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's Board of Directors as set forth in the registrant's Proxy Statement, dated
ITEM 16. CONTROLS AND PROCEDURES.
Conclusions of principal officers concerning controls and procedures
(a) As of
(b) There have been no significant changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the Registrant's last fiscal period that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.
ITEM 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a) Not Applicable.
(b) Not applicable.
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
(a) Not applicable.
(b) Not applicable.
ITEM 19. EXHIBITS
(a)(1) As indicated in Item 2., the code of ethics is posted on the registrant's Internet website.
(a)(2) The certifications of the principal executive officer and the principal financial officer pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto as Exhibit 99 CERT.
(a)(3) There were no written solicitations to purchase securities under the Rule 23c-1 under the Investment Company Act of 1940 during the period covered by the report.
(a)(4) There were no changes in independent public accountants.
(b) The certifications of the principal executive officer and the principal financial officer pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto as Exhibit 99.906 CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By:/s/
Date:
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By:/s/
(Principal Executive Officer)
Date:
By:/s/
(Principal Financial Officer)
Date:
Attachments
Disclaimer



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