UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-QSB/A
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(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2006
|_| Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to ___________
Commission File Number 001-12233
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Bexil Corporation
(Name of small business issuer in its charter)
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Maryland 13-3907058
(State of incorporation) (I.R.S. Employer Identification No.)
11 Hanover Square, New York, New York 10005
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1-212-785-0400
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock American Stock Exchange
Rights to Purchase Series A Participating American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No|_|.
The number of shares outstanding of the issuer's classes of common equity, as of
August 16, 2006: Common Stock, par value $.01 per share - 883,592 shares.
1
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
------------------------------------------------------------------------------------------------- --------------
Condensed Balance Sheet at June 30, 2006 3
Condensed Statements of Income 4
- Three months ended June 30, 2006 and 2005
- Six months ended June 30, 2006 and 2005
Condensed Statements of Cash Flows 5
- Six months ended June 30, 2006 and 2005
Notes to Condensed Financial Statements 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 17
Item 6. Exhibits 17
CERTIFICATION SIGNATURES 19
2
BEXIL CORPORATION
CONDENSED BALANCE SHEET
June 30, 2006
(Unaudited)
--------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,426,315
Investment securities, available-for-sale 47,256,530
------------
Total current assets 48,682,845
------------
Other assets 9,856
------------
Total assets $ 48,692,701
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 190,383
Income taxes payable $ 14,250,887
------------
Total current liabilities 14,441,270
----------
Commitments and contingencies (Note 10)
Shareholders' equity
Common stock, $0.01 par value, 9,900,000 shares authorized,
883,592 shares issued and outstanding 8,836
Series A participating preferred stock, $0.01 par value, 100,000
shares authorized, -0- shares issued and outstanding -
Additional paid-in capital 11,912,036
Retained earnings 22,330,559
----------
Total shareholders' equity 34,251,431
----------
Total liabilities and shareholders' equity $ 48,692,701
============
See notes to the condensed financial statements.
3
BEXIL CORPORATION
CONDENSED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
---- ---- ---- ----
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues
Consulting and other $ 2,000 $ 40,500 $ 5,000 $ 92,500
Dividends and interest 435,827 18,402 571,256 29,623
------- ------ ------- ------
437,827 58,902 576,256 122,123
------- ------ ------- -------
Expenses
Compensation and benefits 182,871 135,724 385,563 247,448
Professional 91,125 156,238 302,243 172,738
General and administrative 26,671 46,419 83,058 93,606
------ ------ ------ ------
300,667 338,381 770,864 513,792
------- ------- ------- -------
Income (loss) before income taxes and
equity in earnings (loss) of York Insurance
Services Group, Inc. 137,160 (279,479) (194,608) (391,669)
Income tax benefit (353,625) (43,362) (79,855) (31,620)
Equity in earnings (loss) of York Insurance
Services Group, Inc. (1,805,639) 586,043 (733,748) 1,180,462
Gain on sale of York Insurance Services
Group, Inc., net of taxes 19,559,053 - 19,559,053 -
---------- --------- ---------- ---------
Net income $ 18,244,199 $ 349,926 $ 18,710,552 $ 820,413
============ ========= ============ =========
Per share net income:
Basic $ 20.65 $ 0.40 $ 21.21 $ 0.93
Diluted $ 19.83 $ 0.40 $ 20.28 $ 0.93
Average shares outstanding:
Basic 883,592 879,591 882,001 879,591
Diluted 919,848 879,591 922,783 879,591
See notes to the condensed financial statements.
4
BEXIL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
Six Months Ended
June 30,
2006 2005
---- ----
Cash flows from operating activities (Unaudited) (Unaudited)
Net income $18,710,552 $ 820,413
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Gain on sale of York Insurance Services Group, Inc. (35,561,915) -
Equity in loss (earnings) of York Insurance Services Group, Inc. 733,748 (1,180,462)
Decrease (increase) in deferred taxes 1,102,448 (63,895)
Non-cash stock compensation 67,145 -
Accretion of discount on investment security (377,930) -
Proceeds from sale of York Insurance Services Group, Inc. 38,864,121 -
Bonuses and other net transactions costs paid upon consummation
of the sale of York Insurance Services Group, Inc. (2,170,728) -
Dividend received from York Insurance Services Group, Inc. - 2,500,000
Increase in other assets - (35,500)
(Decrease)increase in accounts payable and accrued expenses (376,898) 97,066
Increase (decrease) in income taxes payable 14,022,769 (5,660)
---------- ------
Net cash provided by operating activities 35,013,312 2,131,962
---------- ---------
Cash flows from investing activities
Purchase of investment security (46,878,600) -
----------- ---------
Net cash used in investing activities (46,878,600) -
----------- ---------
Cash flows from financing activities
Dividend paid (883,592) -
Proceeds from exercise of common stock options 86,360 -
------ ------
Net cash used in financing activities (797,232) -
-------- --------
Net (decrease) increase in cash and cash equivalents (12,662,520) 2,131,962
Cash and cash equivalents
Beginning of period 14,088,835 3,601,311
---------- ---------
End of period $1,426,315 $5,733,273
========== ==========
Supplemental disclosure:
Income taxes paid $ 797,790 $ -
See notes to the condensed financial statements.
5
BEXIL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 2006
(Unaudited)
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business and Organization
Bexil Corporation (the "Company"), a Maryland corporation, is a holding company.
From 2002 until April 28, 2006, our primary holding was a fifty percent interest
in York Insurance Services Group, Inc. ("York"), an insurance services business
process sourcing company. On April 28, 2006, we consummated the sale of our
fifty percent interest in York to a newly formed entity controlled by a private
equity fund and certain other investors for approximately $39 million in cash.
We have 10 employees.
The Company was incorporated in 1996 under the laws of the State of Maryland as
Bull & Bear U.S. Government Securities Fund, Inc., a non-diversified closed-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). In October 1996, the Company's predecessor, a
series of shares of Bull & Bear Funds II, Inc., an open-end management
investment company, transferred its net assets to the Company in exchange for
shares of the Company. The Company changed its name to Bexil Corporation in
1999. In 2002, the Company filed an application with the Securities and Exchange
Commission (the "SEC") to terminate its registration as an investment company
registered under the 1940 Act.
On January 6, 2004, the Company's application with the SEC to terminate its
registration as an investment company was granted. As a result, the Company is
subject to the reporting and other requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and is no longer subject to regulation
under the 1940 Act. The Company's shares are listed on the American Stock
Exchange.
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.
Basis of Presentation
The financial statements are prepared in accordance with generally accepted
accounting principles in the United States of America, which require the use of
estimates. Actual results may vary from those estimates. Certain comparative
amounts for the prior year have been reclassified to conform to the fiscal year
2006 financial statement presentation. Such reclassifications did not affect
total revenues, operating income or net income.
Cash and Cash Equivalents
Investments in money market funds and short-term investments and other
marketable securities maturing in 90 days or less are considered to be cash
equivalents. At June 30, 2006, the Company held approximately $1,300,000 in a
money market fund.
Investment Securities, Available-for-Sale
Investment securities, available-for-sale are carried at fair value. Realized
gains and losses are included in investment income based on specific
identification. Unrealized gains and losses are recorded net of tax as part of
accumulated other comprehensive income until realized.
Income Taxes
The Company's method of accounting for income taxes conforms to the Financial
Accounting Standards Board ("FASB")'s 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.
6
Reporting Segment
The Company accounts for its operations in accordance with FASB No. 131,
"Disclosures about Segments of an Enterprise and Related Information." No
segment disclosures have been made as the Company considers its business
activities as a single segment.
Earnings Per Share
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed by
applying the treasury stock method where the weighted average number of common
shares outstanding is adjusted for the incremental shares attributed to
potentially dilutive securities including outstanding exercisable options to
purchase common stock during the period. The following table sets forth the
computation of basic and diluted earnings per share:
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
---- ---- ---- ----
Numerator for basic and diluted earnings per share:
Net income $ 18,244,199 $ 349,926 $18,710,552 $ 820,413
============= =========== =========== =========
Denominator for basic earnings per share:
Weighted-average shares 883,592 879,591 882,001 879,591
Effect of dilutive securities:
Employee stock options 36,256 - 40,782 -
------ ------
Denominator for diluted earnings per share:
Adjusted weighted average shares and
assumed conversion 919,848 879,591 922,783 879,591
======= ======= ======= =======
Per share net income:
Basic $ 20.65 $ 0.40 $ 21.21 $ 0.93
Diluted $ 19.83 $ 0.40 $ 20.28 $ 0.93
Dilutive securities consisting of stock options were excluded if their effect
was anti-dilutive. There were options to purchase 143,000 shares of common stock
for the three months and six months ended June 30, 2005, respectively, that were
excluded from earnings per share because their effect was anti-dilutive.
2. SALE OF YORK INSURANCE SERVICES GROUP, INC.
On April 27, 2006, the Company's stockholders voted to approve the sale of its
fifty percent interest in York to a newly formed entity controlled by a private
equity fund and certain other investors; the sale was consummated on April 28,
2006. The Company recognized a gain from the sale of $35,561,915 before taxes.
The net gain after taxes of $19,559,053 consists of the cash proceeds paid by
the buyer of $38,864,121 plus a consulting fee and expense reimbursement
received from York of $138,500 less the Company's carrying value in York of
$1,131,478, closing costs of $2,309,228 consisting of employee bonus awards of
$1,909,228, and other costs of $400,000, and income taxes of $16,002,862.
Prior to the sale, the Company's fifty percent interest in York was accounted
for using the equity method and, therefore, York's financial results were not
consolidated with ours. Summarized unaudited condensed financial information for
York for the four month period ended April 30, 2006 and the six months ended
June 30, 2005 is as follows:
7
York Insurance Services Group, Inc. Four Month Period Six Months
Summarized Condensed Financial Information Ended Ended
(Unuadited) April 30, 2006 June 30, 2005
------------------------------------------------------ ----------------------- -----------------------
Revenues $ 30,345,914 $ 34,139,589
Expenses 25,131,225 30,002,810
Net income (loss) (1,467,496) 2,360,926
Working capital N/A 11,512,969
Total assets N/A 27,359,677
Total liabilities N/A 11,151,779
Shareholder's equity (deficit) N/A 16,207,898
3. INCENTIVE COMPENSATION PLAN
In 2004, the Company's shareholders approved the adoption of the 2004 Incentive
Compensation Plan (the "Plan"), which provides for the granting of a maximum of
175,918 options to purchase common stock to directors, officers and key
employees of the Company or its affiliates. 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 5 years. The vesting period is
three years of service.
Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 123(R) "Share-Based Payment" and began recognizing
compensation expense for its share-based payments based on the fair value of the
awards. Share-based payments include stock option grants under the Plan. SFAS
123(R) requires share-based compensation expense recognized since January 1,
2006, to be based on the following: a) grant date fair value estimated in
accordance with the original provisions of SFAS 123 for unvested options granted
prior to the adoption date; and b) grant date fair value estimated in accordance
with the provisions of SFAS 123(R) for unvested options granted subsequent to
the adoption date. Prior to January 1, 2006, the Company accounted for
share-based payments using the intrinsic-value-based recognition method
prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees," and SFAS 123, "Accounting for Stock-Based
Compensation." As options were granted at an exercise price equal to the market
value of the underlying common stock on the date of grant, no stock-based
employee compensation cost was reflected in net income prior to adopting SFAS
123(R). As the Company adopted SFAS 123(R) under the
modified-prospective-transition, results from prior periods have not been
restated. The following table illustrates the effect on net income and earnings
per share for the three months and six months ended June 30, 2005 had
compensation expense been recognized based upon the estimated fair value on the
grant date of the awards, in accordance with SFAS 123.
Three Months Ended Six Months Ended
June 30, 2005 June 30, 2005
-------------------------- --------------------------
Net income - as reported $ 349,926 $ 820,413
Less total employee stock option expense determined
under fair value method, net of related tax effects (20,749) (53,500)
-------------------------- --------------------------
Pro forma net income $ 329,177 $ 766,913
========================== ==========================
Earnings per share - Basic:
As reported $ 0.40 $ 0.93
Pro forma $ 0.37 $ 0.87
Earnings per share - Diluted:
As reported $ 0.40 $ 0.93
Pro forma $ 0.37 $ 0.87
8
Under SFAS 123(R) forfeitures are estimated at the time of valuation and reduce
expense ratably over the vesting period. This estimate is adjusted periodically
based on the extent to which actual forfeitures differ, or are expected to
differ, from the previous estimate.
The adoption of SFAS 123(R)'s fair value method has resulted in additional
share-based expense (a component of compensation expenses and taxes) in the
amount of $28,540 and $67,144 related to stock options for the three months and
six months ended June 30, 2006, respectively, than if the Company had continued
to account for share-based compensation under APB 25. For the three months and
six months ended June 30, 2006, this additional share-based compensation lowered
pre-tax earnings by $28,540 and $67,144,respectively, lowered net income by
$15,697 and $36,929, respectively, and lowered basic earnings per share by $0.02
and $0.04, respectively.
The following schedule shows all options granted, exercised, expired and
exchanged under the Company's Stock Option Plan as of December 31, 2005.
Information relating to the options is as follows:
Shares Under Weighted Average Total
Option Exercise Price Price
-------------------------------- ----------------------- ----------------------- -----------------------
Balance, December 31, 2003 - $ - $ -
Granted 147,500 $ 21.47 $ 3,166,825.00
Forfeited (4,500) $ 21.59 $ (97,155.00)
-----------------------
Balance, December 31, 2004 143,000 $ 21.47 $ 3,070,210.00
Granted 8,000 $ 21.19 $ 169,520.00
Forfeited (7,000) $ 21.59 $ (151,130.00)
-----------------------
Balance, December 31, 2005 144,000 $ 21.45 $ 3,088,800.00
=======================
The Company grants options to purchase common stock to its directors, officers,
and key employees of the Company or its affiliates. The option price per share
may not be less than the fair market value of such shares on the date the option
is granted, and the maximum term of an option may not exceed 5 years. The
vesting period is three years of service. Employees have 3 months after the
employment relationship ends to exercise all vested options. The fair value of
each option grant is separately estimated for each vesting date. The fair value
of each option is amortized into compensation expense on a straight-line basis
between the grant date for the award and each vesting date. The Company has
estimated the fair value of all stock option awards as of the date of the grant
by applying the Black-Scholes option pricing valuation model. The application of
this valuation model involves assumptions that are judgmental and highly
sensitive in the determination of compensation expense. The Company did not
award any options during the six months ended June 30, 2006.
The key assumptions used in determining the fair value of options granted by
applying the Black-Scholes option pricing valuation model in 2005 and a summary
of the methodology applied to develop each assumption are as follows:
Expected price volatility 49 - 51%
Risk-free interest rate 4.11 - 4.49%
Weighted average expected lives in years 5
Forfeiture rate 0%
Dividend yield 0%
Expected Price Volatility - The Company estimates the volatility of its common
stock at the date of grant based solely on the historical volatility of its
common stock. The volatility factor used in the Black-Scholes option valuation
model is based on the Company's historical stock prices over the most recent
period commensurate with the estimated expected life of the award.
9
Risk-Free Interest Rate - This is the U.S Treasury yield in effect at the time
of the grant having a term equal to the expected life of the option. An increase
in the risk-free interest rate will increase compensation expense.
Expected Lives - This is the period of time over which the options granted are
expected to remain outstanding giving consideration to vesting schedules,
historical exercise and forfeiture patterns. The Company uses the simplified
method outlined in SEC Staff Accounting Bulletin No. 107 to estimate expected
lives for options granted during the period. Options granted have a maximum term
of 5 years. An increase in the expected life will increase compensation expense.
Forfeiture Rate - This is the estimated percentage of options granted that are
expected to be forfeited or canceled before becoming fully vested. This estimate
is based on historical experience. An increase in the forfeiture rate will
decrease compensation expense.
Expected Dividend Yield - In 2005 and since the adoption of the Plan the Company
had not paid a dividend and at the time the options were granted did not
anticipate paying a dividend in the foreseeable future, consequently the
dividend yield assumption was zero. However, on December 29, 2005, the Board of
Directors authorized a special dividend of $1.00 per share contingent upon the
closing of the York sale. The sale closed on April 28, 2006, and the dividend
was paid to stockholders on May 31, 2006. The expected dividend yield is based
on the Company's current dividend yield and the best estimate of projected
dividend yields for future periods within the expected life of the option.
The Company generally issues new shares when options are exercised. A summary of
stock option activity since our most recent fiscal year end is as follows:
Shares Under Weighted Average Total
Option Exercise Price Price
---------------------------------------------------- ----------------------- ----------------------- ------------------------
Balance, December 31, 2005 144,000 $ 21.45 $ 3,088,800.00
Granted - $ - $ -
Exercised (4,000) $ 21.59 $ (86,360.00)
-----------------------
Balance, June 30, 2006 140,000 $ 21.45 $ 3,003,000.00
=======================
The following table summarized information about stock option outstanding as of
June 30, 2006:
Weighted-Average
Remaining Weighted-Average
Range of Options Contractual Life Weighted-Average Options Exercise Price of
Exercise Price Outstanding (in years) Exercise Price Exercisable Exercisable Options
---------------------- --------------- --------------------- --------------------- -------------- -----------------------
$ 16.30 - $ 19.50 28,000 3.49 $ 17.04 21,000 $ 16.37
$ 21.59 - $ 24.00 112,000 2.86 $ 22.55 83,476 $ 22.34
--------------- --------------
140,000 2.92 $ 21.45 104,476 $ 21.14
=============== ==============
At June 30, 2006, the aggregate intrinsic value of all outstanding options was
$1,879,503 with a weighted average remaining contractual term of 2.92 years. The
total compensation cost related to non-vested awards not yet recognized was
$135,096 with an expense recognition period of 3 years.
10
On February 21, 2006, pursuant to a Post-Effective Amendment filing to a
registration statement filed on Form S-8 under the Securities Act of 1933, the
Plan was amended to correct a defect in the Plan regarding the circumstances in
which a participant may exercise an option after the date the employment of the
participant is terminated by the Company other than for cause.
4. 401(k) PLAN
The Company participates in a 401(k) retirement plan for substantially all of
its qualified employees. The plan is sponsored by an affiliate of the Company,
Winmill & Co. Incorporated ("Winco"). Company matching expense is based upon a
percentage of contributions to the plan by eligible employees and are accrued
and funded on a current basis. Matching expense for the three months ended June
30, 2006 and 2005 was $2,733 and $5,476, respectively. Matching expense for the
six months ended June 30, 2006 and 2005 was $12,782 and $10,952, respectively.
5. INVESTMENT IN SECURITIES
At June 30, 2006, the Company held a U.S.Treasury security classified as
available-for-sale with an amortized cost value of $47,256,530 which
approximated fair value.
6. INCOME TAXES
The income tax provision (benefit) is comprised of the following:
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
---- ---- ---- ----
Current provision:
Federal $ 9,400,000 $ - $ 9,400,000 $ -
State and local 5,113,000 23,275 5,420,559 32,275
--------- ------ --------- ------
Total current provision 14,513,000 23,275 14,820,559 32,275
---------- ------ ---------- ------
Deferred provision (benefit):
Net operating loss and capital losses 1,136,237 (114,693) 1,102,448 (160,693)
Equity in earnings of York - 48,056 - 96,798
------ ------ ------ ------
Total deferred provision (benefit) 1,136,237 (66,637) 1,102,448 (63,895)
--------- ------- --------- -------
Total provision for income taxes $ 15,649,237 $ (43,362) $ 15,923,007 $ (31,620)
============ ========= ============== =========
The Company utilized net operating carryforwards of $2,363,925 to offset tax
expense for the three months ended June 30, 2006.
7. RELATED PARTIES
Certain officers of the Company also serve as officers and/or directors of
Winco, Tuxis Corporation ("Tuxis"), and their affiliates (collectively with
Bexil, the "Affiliates"). At June 30, 2006, Winco's wholly owned subsidiary,
Investor Service Center, Inc., owned 222,644 shares of the Company and 234,665
shares of Tuxis, or 25% and 24%, respectively, of the outstanding common stock.
Winco's wholly owned subsidiary, Midas Management Corporation ("MMC"), acts as
"master" payer of compensation and benefits of Affiliate employees.
Rent expense of jointly used office space and overhead expense for various
jointly used administrative and support functions incurred by Winco are
allocated to the Company and the Affiliates. The Company incurred allocated rent
and overhead costs of $24,999 and $24,000 for the three months ended June 30,
2006 and 2005, respectively, and $49,998 and $48,000 for the six months ended
June 30, 2006 and 2005, respectively.
11
The Company earned fees of $102,000 and $40,500 from York for consulting
services and for service on York's board of directors for the three months ended
June 30, 2006 and 2005, respectively, and $105,000 and $92,500 for the six
months ended June 30, 2006 and 2005, respectively.
On December 22, 2005, the Company entered into an expense sharing agreement with
York and the other fifty percent stockholder of York for interest and other
expenses related to a bank loan obtained by and for use by York. The expense
sharing agreement had a limited duration of approximately six months and
effectively ended upon the closing of the York sale transaction on April 28,
2006. The loan was for $15,000,000 bearing interest at LIBOR plus 1.5%. The
Company paid 50% of the interest expense and two-thirds of other agreed upon
expenses under the expense sharing agreement. The Company has incurred expenses
of approximately $168,000 and $281,000 related to the expense sharing agreement
for the three months and six months ended June 30, 2006, respectively.
On April 28, 2006, pursuant to the authorization of the Governance,
Compensation, and Nominating Committee of the Board of Directors, the Company
paid employee bonuses of approximately $1.9 million upon the consummation of the
sale of its interest in York.
8. DIVIDEND
On December 29, 2005, the Company's Board of Directors authorized a special
dividend to stockholders of $1.00 per share of the common stock contingent upon
the closing of the sale of the Company's interest in York. The special dividend
of $883,592 was paid on May 31, 2006 to stockholders of record on May 15, 2006.
9. STOCKHOLDER RIGHTS PLAN
The Board of Directors has adopted a stockholder rights plan. To implement the
rights plan, the Board of Directors declared a dividend distribution of one
right for each outstanding share of Bexil common stock, par value $.01 per
share, to holders of record of the shares of common stock at the close of
business on November 21, 2005. Each right entitles the registered holder to
purchase from Bexil one one-thousandth of a share of preferred stock, par value
$.01 per share. The rights were distributed as a non-taxable dividend and will
expire on November 21, 2015. The rights are evidenced by the underlying Bexil
common stock, and no separate preferred stock purchase rights certificates were
distributed. The rights to acquire preferred stock will become exercisable only
if a person or group, other than certain exempt persons, acquires or commences a
tender offer for 10% or more of Bexil's common stock. If a person or group,
other than certain exempt persons, acquires or commences a tender offer for 10%
or more of Bexil's common stock, each holder of a right, except the acquirer,
will be entitled, subject to Bexil's right to redeem or exchange the right, to
exercise, at an exercise price of $67.50, the right for one one-thousandth of a
share of Bexil's newly-created Series A Participating Preferred Stock, or the
number of shares of Bexil common stock equal to the holder's number of rights
multiplied by the exercise price and divided by 50% of the market price of
Bexil's common stock on the date of the occurrence of such an event. Bexil's
Board of Directors may terminate the rights plan at any time or redeem the
rights, for $0.01 per right, at any time before a person acquires 10% or more of
Bexil's common stock.
On November 10, 2005, the Board of Directors authorized the reclassification of
100,000 unissued shares of common stock of the Company (from among the
10,000,000 shares of common stock, $0.01 par value, of the Company which are
authorized) into 100,000 shares of Series A Participating Preferred Stock, par
value $0.01 per share, of the Company.
10. COMMITMENTS AND CONTINGENCIES
At June 30, 2006, there were no contingent obligations or events occurring that
could reasonably be expected to have a material adverse impact on the Company's
financial statements.
12
On January 11, 2006, the staff of the Market Regulation Department of the
National Association of Securities Dealers ("NASD") on behalf of the American
Stock Exchange ("AMEX") commenced a review of trading in the Company's common
stock surrounding the December 27, 2005, announcement that the Company had
entered into an agreement to sell its fifty percent interest in York. In
connection with this review, the NASD requested that the Company provide certain
information regarding the events that preceded the corporate disclosure.
Pursuant to Section 132(e) of the AMEX Company Guide, a listed company is
required to furnish such information, as the AMEX shall reasonably request.
Failure to comply may subject a listed company to suspend dealings in its
securities or removal from listing pursuant to AMEX Company Guide Section 1003.
This inquiry should not be construed as an indication that the NASD has
determined that any violations of AMEX rules or Federal Securities laws have
occurred, or as a reflection upon the merits of the securities involved or upon
any person who effected transactions in such securities. The Company provided
the NASD with all of the information requested on March 29, 2006. The NASD has
not communicated any findings to the Company at this time.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward Looking Information
Information or statements provided by or on behalf of the Company from time to
time, including those within this Quarterly Report on Form 10-QSB/A, 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.
Certain written and oral statements made or incorporated by reference from time
to time by the Company in this report, other reports, filings with the SEC,
press releases, conferences, or otherwise, contain "forward looking information"
and are "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include,
without limitation, any statement that may predict, forecast, indicate or imply
future results, performance or achievements. Forward-looking statements may be
identified, without limitation, by the use of such words as "anticipates",
"estimates", "expects", "intends", "plans", "predicts", "projects", "believes",
or words or phrases of similar meaning. Forward-looking statements include risks
and uncertainties, which could cause actual results or outcomes to differ
materially from those expressed in the forward-looking statements. In addition
to other factors and matters discussed elsewhere herein, some of the important
facts that could cause actual results to differ materially from those discussed
in the forward-looking statements include the following: No businesses to
acquire or develop have been identified by the Company at this time. We have no
plans to dissolve and liquidate the Company. The Company cannot predict what
changes to its present business or operations would result from the sale of the
York shares. We may decide to use most of the proceeds from the sale to start up
and develop a business or to explore other alternatives, such as an acquisition
of or business combination with, another entity or entities. At this time our
Board of Directors has not made any decision to pursue any of these options. The
risks included above are not exhaustive.
13
Other sections of this report may include reference to the additional factors,
which could adversely impact the Company's business and financial performance.
Moreover, the Company operates in a very competitive and rapidly changing
environment. New risk factors emerge from time to time, and it is not possible
for management to predict all such risk factors, nor can it assess the impact of
known risk factors on the Company business or the extent to which any factor or
combination of factors may cause actual results to differ materially from those
contained in any forward-looking statement. The Company undertakes no obligation
to revise or publicly release the results of any revisions to forward-looking
statements or to identify any new risk factors, which may arise. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual future results.
Investors should also be aware that while the Company does, from time to time,
communicate with securities analysts, it is against the Company's policy to
disclose to them any material, non-public information. Accordingly, investors
should not assume that the Company agrees with any statement or report issued by
any analyst irrespective of the content of the statement or report. Furthermore,
the Company has a policy against issuing or confirming financial forecasts or
projections issued by others. Thus, to the extent that the reports issued by
securities analysts contain any projections, forecasts, or opinions, such
reports are not the responsibility of the Company.
Overview
Bexil Corporation, a Maryland corporation (the "Company"), is a holding company.
We have 10 employees, none of whom are full time.
The Company was incorporated in 1996 under the laws of the State of Maryland as
Bull & Bear U.S. Government Securities Fund, Inc., a non-diversified closed-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). In October 1996, the Company's predecessor, a
series of shares of Bull & Bear Funds II, Inc., an open-end management
investment company, transferred its net assets to the Company in exchange for
shares of the Company. The Company changed its name to Bexil Corporation in
1999. In 2002, the Company filed an application with the Securities and Exchange
Commission (the "SEC") to terminate its registration as an investment company
registered under the 1940 Act.
On January 6, 2004, the Company's application with the SEC to terminate its
registration as an investment company was granted. As a result, the Company is
subject to the reporting and other requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and is no longer subject to regulation
under the 1940 Act. The Company's shares are listed on the American Stock
Exchange.
From 2002 until April 28, 2006, Bexil's primary holding was its fifty percent
interest in privately held York Insurance Services Group, Inc. ("York"). York is
an insurance services business process outsourcing company. Since the 1930's,
York (through predecessor companies) has served as both an independent
adjustment company and third party administrator providing comprehensive claims,
data, and risk related services to insurance companies, self-insureds, and
intermediaries throughout the United States. York's business units include the
program management, licensed private investigation, recovery, environmental
consulting, retail logistics and large/complex loss adjusting.
The Company's fifty percent interest in York was accounted for using the equity
method and, therefore, York's financial results were not consolidated with ours.
On April 28, 2006, the Company consummated the sale of its fifty percent
interest in York to a newly formed entity controlled by a private equity fund
and certain other investors for approximately $39 million in cash and realized a
gain before income taxes of approximately $36 million.
Operations after the Sale of York Shares
The Company is seeking to acquire and/or develop one or more businesses. There
are no limits on the types of businesses or fields in which the Company may
devote its assets. No businesses to acquire or develop have been identified by
the Company at this time. We have no plans to dissolve and liquidate the
Company. We may decide to use most of the proceeds from the sale to start up and
develop a business or to explore other alternatives, such as an acquisition of
or business combination with, another entity or entities. At this time our Board
of Directors has not made any decision to pursue any of these options.
14
Liquidity and Capital Resources
At June 30, 2006, the Company had positive working capital of $34,241,575, total
assets of $48,692,701, no long-term debt, and shareholders' equity of
$34,251,431.
Management knows of no contingencies that are reasonably likely to result in a
material decrease in the Company's liquidity or that are likely to materially
adversely affect the Company's capital resources.
Results of Operations
Revenue. Revenue increased approximately $379,000 and $454,000 for the three
months and six months ended June 30, 2006, respectively, compared to 2005,
mainly due to an increase in dividend and interest income. Cash balances
increased over the same period due to the proceeds from the sale of York on
April 28, 2006 and to dividends received from York in 2005.
Expenses. Total expenses decreased approximately $38,000 and increased
approximately $257,000 for the three months and six months ended June 30, 2006,
respectively, compared to 2005.
Compensation and benefits increased approximately $47,000 and $138,000 for the
three months and six months ended June 30, 2006, respectively, compared to 2005.
The Company recognized approximately $29,000 and $67,000 in compensation expense
for unvested stock options due to the adoption of SFAS 123(R) for the three
months and six months ended June 30, 2006, respectively. Compensation also
increased due to an increase in jointly used administrative and support
functions incurred by Winco and allocated to the Company.
Professional expenses decreased approximately $65,000 for the three months ended
June 30, 2006, compared to 2005. In 2005, the Company's auditing fees increased
due to a change in auditors in the second quarter. Professional expenses
increased approximately $130,000 for the six months ended June 30, 2006,
compared to 2005. This was due to an increase in audit, legal, and the York
expense sharing agreement leading up to the sale of York.
York. The Company recognized a loss in the earnings of York of approximately
$1,806,000 and $734,000 for the three months and six months ended June 30, 2006,
respectively. This was attributable to expenses incurred by York leading up to
the sale transaction. The Company consummated the sale of its fifty percent
interest in York in April 2006 and realized a net after-tax gain of
approximately $20,000,000. The net after-tax gain consisted of proceeds of
approximately $39,000,000 less the Company's carrying value in York of
approximately $1,100,000, closing costs including employee bonus awards of
approximately $2,200,000, and income taxes of approximately $16,000,000.
Net income was $18,710,552 or $20.28 per share on a diluted basis for the six
months ended June 30, 2006 compared to net income of $820,413 or $0.93 per share
on a diluted basis for the six months ended June 30, 2005.
Item 3. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's reports filed
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
15
that such information is accumulated and communicated to the Company's
management, including its President and Chief Executive Officer and Principal
Financial Officer, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Management necessarily
applied its judgment in assessing the costs and benefits of such controls and
procedures which, by their nature, can provide only reasonable assurance
regarding management's control objectives. The Company has carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's President and Chief Executive Officer along
with the Company's Principal Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(b). Based on that evaluation, management,
including the Company's President and Chief Executive Officer along with the
Company's Principal Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of June 30, 2006.
However, on August 14, 2006, the Company inadvertently filed its Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2006 (the "Report") before
all pending edits and reviews were completed. Because the edits and review
procedures had not been completed and further changes in the financial
statements were necessitated because of such reviews, the Company's Chief
Financial Officer determined that the Company's financial statements for the
quarter ended June 30, 2006 as filed should not be relied upon. On August 16,
2006, an amended Quarterly Report on Form 10-QSB/A was filed to correct certain
errors in the Quarterly Report on Form 10-QSB which was filed on August 14,
2006. The circumstances surrounding the inadvertent filing and a description of
the edits which had not been completed are described in the Company's Current
Report on Form 8-K dated August 16, 2006, which was filed with the SEC on the
same date.
Changes in Internal Controls
The Company has adopted the following administrative procedural control to help
preclude repetition of the error that occurred on August 14, 2006, with respect
to the inadvertent SEC filing. As such, no SEC filings by the Company shall be
transmitted until the staff person EDGARizing the document has 1) obtained the
signed and dated authorization from the Company's Controller that the EDGAR
document has been reviewed and agrees to the source document, and 2) obtained
the signed and dated authorization to file the EDGAR document from either the
Chief Executive Officer or the Chief Financial Officer of the Company, or their
delegatee. Based on the implementation of such procedural controls, management,
including the Company's President and Chief Executive Officer along with the
Company's Principal Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of August 16, 2006.
There has been no change, other than those noted above, during the Company's
fiscal quarter ended June 30, 2006, in the Company's internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
During the second quarter of the 2006 fiscal year, a Special Meeting of
Stockholders (the "Special Meeting") of the Company was held on April 27, 2006
for the following purposes: 1) to authorize and approve the sale of all 500
shares of York Insurance Services Group, Inc. common stock owned by the Company
to York Insurance Acquisition, Inc. for approximately $38,864,000, pursuant to
the Stock Purchase Agreement, dated as of December 23, 2005, by and among the
Company, York Insurance Holdings, Inc. and York Insurance Acquisition, Inc.; and
2) to consider and vote upon the adjournment of the Special Meeting to a later
date, if necessary, to solicit additional proxies in the event that there are
insufficient shares present in person or by proxy voting in favor of proposal
one.
With regard to the proposal to authorize and approve the sale of all 500 shares
of York Insurance Services Group, Inc. common stock owned by the Company to York
Insurance Acquisition, Inc. for approximately $38,864,000, pursuant to the Stock
Purchase Agreement, dated as of December 23, 2005, by and among the Company,
York Insurance Holdings, Inc. and York Insurance Acquisition, Inc., 455,402
shares were voted in favor of the proposal, 131,315 shares were voted against,
and 5,291 shares were voted to abstain.
With regard to the proposal to consider and vote upon the adjournment of the
Special Meeting to a later date, if necessary, to solicit additional proxies in
the event that there are insufficient shares present in person or by proxy
voting in favor of proposal one, 430,985 shares were voted in favor of the
proposal, 99,584 shares were voted against, and 61,439 shares were voted to
abstain.
16
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
1. Current Report on Form 8-K dated April 3, 2006 containing the press
release disclosing the Company's operating results for the year ended
December 31, 2005.
2. Current Report on Form 8-K dated April 28, 2006 containing the press
release disclosing the consummation of the sale of the Company's fifty
percent interest in York Insurance Services Group, Inc. and the payment
of a special dividend.
3. Current Report on Form 8-K dated May 2, 2006 containing the press
release disclosing the Company's acquisition parameters.
4. Current report on Form 8-K dated May 17, 2006 containing the press
release disclosing the Company's operating results for the first
quarter ended March 31, 2006.
17
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.
BEXIL CORPORATION
Dated: August 16, 2006 By : /s/Thomas O'Malley
------------------
Thomas O'Malley
Chief Financial Officer,
Chief Accounting Officer
18
Certification - Exchange Act Rules 13a-14 and 15d-14
I, Thomas B. Winmill, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of Bexil Corporation
("small business issuer");
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];
c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
/s/ Thomas B. Winmill
Chief Executive Officer
Date: August 16, 2006
19
Certification - Exchange Act Rules 13a-14 and 15d-14
I, Thomas O'Malley, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of Bexil Corporation
("small business issuer");
2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];
c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
/s/ Thomas O'Malley
Chief Financial Officer
Date: August 16, 2006
20
CEO CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bexil Corporation on Form 10-QSB/A
for the period ended June 30, 2006 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Thomas B. Winmill, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Thomas B. Winmill
Thomas B. Winmill
Chief Executive Officer
August 16, 2006
21
CFO CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bexil Corporation on Form 10-QSB/A
for the period ended June 30, 2006 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Thomas O'Malley, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/Thomas O'Malley
Thomas O'Malley
Chief Financial Officer
August 16, 2006
22