As filed with the Securities and Exchange Commission on November 15, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
x Quarterly Report Pursuant to Section 13 or 15(d) of the
------
Securities Exchange Act of 1934
For the quarterly period ended September 30, 2004
or
Transition Report Pursuant to Section 13 or 15(d) of the
------
Securities Exchange Act of 1934
For the Transition Period From to
For Quarter Ended September 30, 2004 Commission File Number 001-12233
BEXIL CORPORATION
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(Exact name of registrant as specified in its charter)
Maryland 13-3907058
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11 Hanover Square, New York, New York 10005
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(Address of principal executive offices) (Zip Code)
212-785-0400
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(Company's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------ -----
The registrant had outstanding 879,571 shares of common stock, par value
$.01 per share, as of October 31, 2004.
BEXIL CORPORATION
FORM 10-QSB
For the Quarter Ended September 30, 2004
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheet
-(Unaudited) September 30, 2004 3
Condensed Consolidated Statements of Income
-(Unaudited) Nine Months Ended September 30, 2004
and September 30, 2003 4
Condensed Consolidated Statements of Cash Flows
-(Unaudited) Nine Months Ended September 30, 2004
and September 30, 2003 5
Notes to Condensed Consolidated Financial Statements
(Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation 10
Item 3. Controls and Procedures 12
PART II. OTHER INFORMATION
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
During The Period Covered by This Report 13
Item 5. None
Item 6. Exhibits and Reports on Form 8-K 13
CERTIFICATION SIGNATURES 16
-2-
BEXIL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2004
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 1,809,713
Marketable securities (Note 3) 2,003,328
-----------
Total Current Assets 3,813,041
-----------
Fifty percent interest in unconsolidated affiliate (Note 8) 9,466,895
Other investments (Note 3) 326,605
Deferred taxes 198,229
Receivables, prepaid assets and other 69,199
------------
10,060,928
Total Assets $ 13,873,969
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities $ 138,400
------------
Total Current Liabilities 138,400
------------
Shareholders' Equity: (Notes 3 and 4)
Common Stock, $0.01 par value
10,000,000 shares authorized
879,591 shares issued and outstanding 8,796
Additional paid-in capital 9,437,230
Retained earnings 4,289,543
------------
Total Shareholders' Equity 13,735,569
------------
Total Liabilities and Shareholders' Equity $ 13,873,969
============
See accompanying notes to the condensed consolidated financial statements.
-3-
BEXIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
2004 2003 2004 2003
---- ---- ---- ----
Revenues:
Interest and other income $ 31,161 $ 51,427 $ 133,365 $ 135,133
Equity in earnings of unconsolidated affiliate 588,106 602,488 1,563,959 1,957,763
-------- -------- ---------- ----------
619,267 653,915 1,697,324 2,092,896
-------- -------- ---------- ----------
Expenses:
General and administrative (Note 7) 152,279 147,336 535,022 407,935
Communication costs 6,055 14,215 23,032 26,760
Professional fees 19,763 29,900 102,728 79,505
--------- -------- ---------- ---------
178,097 191,451 660,782 514,200
--------- -------- ---------- ---------
Income before income taxes 441,170 462,464 1,036,542 1,578,696
Income tax expense (benefit) (Note 6) 17,105 17,128 (48,068) 39,103
--------- --------- ---------- -----------
Net income $ 424,065 $ 445,336 $ 1,084,610 $ 1,539,593
========= ========= =========== ===========
Per share net income:
Basic $ 0.48 $ 0.51 $ 1.23 $ 1.76
Diluted $ 0.48 $ 0.51 $ 1.23 $ 1.76
Average shares outstanding:
Basic 879,591 874,744 879,591 873,016
Diluted 879,591 874,744 880,043 873,016
See accompanying notes to the condensed consolidated financial statements.
-4-
BEXIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
--------------------------------
2004 2003
---- ----
Cash Flows from Operating Activites
Net income $ 1,084,610 $ 1,539,593
----------- -----------
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Increase in equity of earnings of subsidiary (1,563,959) (1,957,763)
Increase in deferred income taxes (75,244) 20,949
Net realized (gain) loss on investments (6,744) (14,742)
(Increase)decrease in:
Prepaid expenses and other assets (19,747) 36,905
Decrease in:
Accrued other expenses (107,199) (444,464)
----------- -----------
Total adjustments (1,772,893) (2,359,115)
----------- -----------
Net cash used for operating activities (688,283) (819,522)
----------- -----------
Cash Flows from Investing Activites:
Maturity of investments 2,300,000 -
Purchase of investments (1,605) -
----------- -----------
Net cash provided by investing activities 2,298,395 -
----------- -----------
Cash Flows from Financing Activities:
Cash dividend distribution and reinvestment - (240,485)
----------- -----------
Net cash used for financing activities - (240,485)
----------- -----------
Net increase(decrease) in cash and cash equivalents 1,610,112 (1,060,007)
Cash and Cash Equivalents
At beginning of period 199,601 1,170,475
----------- -----------
At end of period $ 1,809,713 $ 110,468
============ ============
Supplemental disclosure: The Company paid no Federal income tax during the three
months ended September 30, 2004 and 2003.
See accompany notes to the condensed consolidated financial statements.
-5-
BEXIL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended September 30, 2004 and 2003
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
Bexil Corporation ("Bexil" and the "Company"), a Maryland corporation, is a
holding company operating businesses directly or through companies in which it
has a majority or other substantial interest. The Company's primary business is
comprised of its 50% interest in privately held York Insurance Services Group,
Inc. ("York"). Since the 1930's, York's affiliates have served as third party
administrators and independent adjusters providing claims data and risk related
services to insurance carriers, self insureds, public entities, brokers, and
other intermediaries. York's claims services include property & casualty,
workers' compensation, special investigative unit services & surveillance,
transportation & logistics, environmental, construction, and inland & ocean
marine. Effective January 6, 2004, the Securities and Exchange Commission issued
an order declaring that Bexil had ceased to be an investment company under
Section 8 (f) of the Investment Company Act of 1940 (see Note 2).
BASIS OF PRESENTATION
The condensed financial statements include the accounts of the Company. In
preparing financial statements in conformity with generally accepted accounting
principles, management makes estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements, as
well as the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Investments in money market funds are considered to be cash equivalents. At
September 30, 2004, the Company had invested approximately $1,568,000 in a money
market fund.
MARKETABLE SECURITIES
The Company classifies its investment in U.S. Treasury notes as held-to-maturity
securities since the Company has the positive intent and ability to hold to
maturity, and accordingly these securities are recorded at amortized cost. The
Company's other material investment in marketable securities is in common stock
of a non-public entity with no readily available market price, and accordingly
this security is carried at cost.
INCOME TAXES
The Company's method of accounting for income taxes conforms to Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes." This
method requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the financial
reporting basis and the tax basis of assets and liabilities.
SEGMENT INFORMATION
The Company's operations are organized around insurance services and classified
into one group - insurance services.
-6-
EARNING PER SHARE
Basic earnings per share is computed using the weighted average number of shares
outstanding. Diluted earnings per share is computed using the weighted average
number of shares outstanding adjusted for the incremental shares attributed to
outstanding options to purchase common stock. The following table sets forth the
computation of basic and diluted earning per share:
Three Months Nine Months
Ended September 30, Ended September 30,
----------------------------- ----------------------------
----------------------------- ----------------------------
2004 2003 2004 2003
---- ---- ---- ----
Numerator for basic and diluted
earnings per share:
Net income $ 424,064 $ 445,336 $1,084,610 $ 1,539,593
========= ========= ========== ==========
Denominator:
Denominator for basic
earning per share:
Weighted-average shares 879,591 874,744 879,591 873,016
Effect of dilutive securities:
Employee stock options - - 452 -
--------- --------- --------- ---------
Denominator for diluted earnings per share:
adjusted weighted-average shares
and assumed conversion 879,591 874,744 880,043 873,016
========== ========= ========= =========
2. CHANGE IN ACCOUNTING PRINCIPLE
Effective with the Securities and Exchange Commission's order declaring that the
Company had ceased to be an investment company under Section 8 (f) of the
Investment Company Act of 1940, the Company changed its method of accounting for
its 50% interest in York from the fair value method to the equity method. In
addition, the Company changed its method of accounting for its other marketable
securities. As a result of these changes, the financial statements were restated
by applying retroactively the new accounting principle. The cumulative
adjustment to retained earnings was made as of December 31, 2002 as follows:
Balance as of December 31, 2002, as previously reported: $ 3,741,603*
Adjustment for the cumulative effect on prior years
of applying retroactively the equity method
of accounting for a 50% interest in an
unconsolidated affiliate and the change
in accounting for its other marketable securities (2,244,023)
----------
Balance as of December 31, 2002, as adjusted $ 1,497,580
==========
*Total net assets as reported as
an investment company as of December 31, 2002 $12,986,211
Amount of additional paid-in capital 9,244,608
-----------
Amount of retained earnings $ 3,741,603
===========
The impact on the earnings for the nine months ended September 30, 2004 for the
change in accounting principle was an increase of $109,864 or $.13 per share.
-7-
3. MARKETABLE SECURITIES
As of September 30, 2004, marketable securities consisted of the following:
Cost Market Value
---- ------------
U.S. Treasury Note $2,003,328 $1,999,840
Common stock of non-public entity* 325,000 *
Other 1,605 1,575
----------
Total $2,329,933
==========
* No readily determinable market value
4. STOCK OPTIONS
On March 25, 2004, the Company's shareholders' approved the adoption a Long-
Term Incentive 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 subsidiaries. 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 Company applies APB Opinion 25 and related interpretations in accounting for
its stock option plan. Accordingly, no compensation cost has been recognized for
its stock option plan. Pro forma compensation cost for the Company's plan is
required by Financial Accounting Standards No. 123 "Accounting for Stock-Based
Compensation" ("SFAS 123") and has been determined based on the fair value at
the grant dates for awards under the plan consistent with the method of SFAS
123. For purposes of pro forma disclosure, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------------------- ---------------------------------
--------------------------------- ---------------------------------
2004 2003 2004 2003
---- ---- ---- ----
Net income As reported $ 424,065 $ 445,336 $1,084,610 $1,539,593
Pro forma $ 385,865 $ 445,336 $ 588,763 $1,539,593
Earning per share
Basic As reported $ 0.48 $ 0.51 $ 1.23 $ 1.76
Pro forma $ 0.44 $ 0.51 $ 0.67 $ 1.76
Diluted As reported $ 0.48 $ 0.51 $ 1.23 $ 1.76
Pro forma $ 0.44 $ 0.51 $ 0.67 $ 1.76
The fair value of each option grant is estimated as of the date of grants using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 2004; average volatility of 48%; risk-free
interest rate of 2.7% and expected life of 3 years.
-8-
A summary of the status of the Company's stock option plans as of June 30, 2004
and changes during the period ending on that date are presented below:
Weighted
Number Average
Of Exercise
Stock Options Shares Price
------------- ------------ ------------
Outstanding at Decemeber 31, 2003 - $ -
Granted 127,500 $22.29
Expired (500) $21.59
--------
Outstanding at September 30, 2004 127,000 $22.29
There were 73,952 options exercisable at September 30, 2004 with a
weighted-average exercise price of $21.81. The weighted average fair value of
options granted using the Black-Scholes option-pricing model was $9.72 for the
nine months ended September 30, 2004.
The following table summarized information about stock options outstanding at
September 30, 2004:
Weighted-Average
Range of Number Remaining Weighted-Average
Exercise Prices Outstanding Contractual Life Exercise Price
--------------- ----------- ---------------- ----------------
$21.59-$23.75 124,000 4.50 $22.40
$17.85 3,000 5.00 $17.85
5. PENSION PLAN
The Company has a 401(k) retirement plan for substantially all of its qualified
employees. Contributions to this plan are based upon a percentage of salaries of
eligible employees and are accrued and funded on a current basis. Total pension
expense for the nine months ended September 30, 2004 and 2003 was approximately
$11,700 and $0 respectively.
6. INCOME TAXES
The provision (benefit) for income taxes for the nine months ended September 30,
2004 and 2003 is as follows:
Nine Months Ended September 30
------------------------------
2004 2003
---- ----
Current
Federal $ - $ -
State and local 27,176 18,154
--------- --------
27,176 18,154
Deferred (75,244) 20,949
--------- --------
$ (48,068) $ 39,103
========= ========
Deferred taxes are comprised of the following as of September 30, 2004:
Net operating and capital loss carryforwards $(780,250)
Equity in earnings of unconsolidated affiliate 582,021
--------
$(198,229)
-9-
The provision for income taxes differs from the federal statutory income tax
rate as a result of the dividends received exclusion (80%) on the equity in
earnings of the unconsolidated affiliate.
7. RELATED PARTIES
Certain officers of the Company also serve as officers and/or directors of
Winmill & Co. Incorporated, Tuxis Corporation, and their affiliates (the
"Affiliates"). The Company shares office space and various administrative and
other support functions with the Affiliates and pays an allocated cost based on
an estimated assessment of use and other factors. The Company is expected to
reimburse the Affiliates for these costs and for the nine months ending
September 30, 2004 and 2003, the Company has charged operations approximately
$72,000 and $72,000 respectively.
8. INVESTMENT IN UNCONSOLIDATED AFFILIATE
York's summarized condensed financial information is as follows:
York Insurance Services Group, Inc.
------------------------------------------------------
Nine Months ended Nine Months ended
September 30, 2004 September 30, 2003
--------------------- ----------------------
Sales $ 44,761,334 $ 37,837,718
Expenses $ 39,694,559 $ 30,790,154
Net income $ 3,127,922 $ 3,915,526
Working capital $ 11,265,627 $ 7,316,080
Total assets $ 29,980,077 $ 21,059,699
Long term debt $ 1,283,293 $ 2,151,825
Shareholder's equity $ 15,933,793 $ 11,121,273
Number of employees 508 463
York is a 50% owned unconsolidated affiliate accounted for by the equity method.
The Company's cost of its 50% interest in York exceeds the underlying equity in
net assets as follows:
Fifty percent interest in unconsolidated affiliate $9,466,897
Equity in net assets of York 7,966,897
----------
Goodwill $1,500,000
==========
Although in accordance with Financial Accounting Standards No. 142 ("SFAS 142"),
the equity method goodwill of $1,500,000 is not amortized or reviewed for
impairment, the aggregate equity method interest in York of $9,466,897 at
September 30, 2004 is reviewed for impairment at least annually in accordance
with APB Opinion 18.
9. CONTINGENCIES
From time to time, Bexil is threatened or named as defendant in litigation
arising in the normal course of business. As of September 30, 2004, Bexil was
not involved in any litigation that, in the opinion of management, would have a
material adverse impact on its financial statements.
-10-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-------------------------------------------------------------------------------
of Operations
-------------
Bexil Corporation, a Maryland corporation, is a holding company operating
businesses directly or through companies in which it has a majority or other
substantial interest. Bexil's primary business currently is comprised of its 50%
interest in York Insurance Services Group, Inc. ("York"). Since the 1930's,
York's affiliates have served as third party administrators and independent
adjusters providing claims data and risk related services to insurance carriers,
self insureds, public entities, brokers, and other intermediaries. York's claims
services include property & casualty, workers' compensation, special
investigative unit services & surveillance, transportation & logistics,
environmental, construction, and inland & ocean marine. Effective January 6,
2004, the Securities and Exchange Commission issued an order declaring that
Bexil had ceased to be an investment company under Section 8(f) of the
Investment Company Act of 1940.
The Market for York's Services is Highly Competitive
----------------------------------------------------
York competes in the domestic and international markets for claims
administration, claims adjusting, and related services, which are highly
competitive. A large number of companies compete in varying ways in various
segments of the market. Competitors include those insurance companies that have
their own claims handling capabilities, insurance brokers offering adjusting and
related services to supplement brokerage services, as well as national, regional
and small adjusting companies.
Although there are a large number of property and casualty insurers, the major
insurers, which account for a substantial portion of the market, typically
maintain a staff of adjusters on their payrolls. Generally, insurers use this
staff to adjust automobile and smaller property claims; however many insurers
also have internal adjusting staffs who handle claims that are larger or more
complicated. Nonetheless, to varying degrees, property and casualty insurers
"outsource" claims adjusting, whether entirely, on a multi-policy "program"
basis or, a policy-by-policy basis or on an adjustment-by-adjustment basis.
Insurers have numerous reasons for out-sourcing claims handling. Some insurers
have elected to reduce overhead by eliminating internal claims adjusting
capability in whole or in part. Others have specialized requirements for
specialized adjusting services. Additionally, certain claims may require
adjusting services outside the geographic area that an insurer's staff can
handle conveniently. Insurers' relationships with insureds or managing general
agents and those parties' relationships with claims administrators may also
result in an insurer out-sourcing claims. York makes its services available to
those insurers wishing to out-source claims handling.
Insurance markets tend to be cyclical in nature. As markets "harden", premiums,
deductibles and "self-insured retention" amounts tend to increase, while
coverage terms tend to become more restrictive. As markets "soften", the
opposite tends to occur. Different business opportunities arise in all phases of
these cycles. For example, the higher deductibles and self-insured retention
amounts seen during a "hard" market may lead insureds to take a greater degree
of control over the claims handling process. This presents an opportunity for
York to provide service to "self-insured" parties. On the other hand, a "soft"
market will tend to cause insurers to seek to cut costs. One way insurers try to
do this is by reducing the overhead of their in-house claims departments. This
presents an opportunity to York to handle "out-sourced" claims.
In short, there are challenges and opportunities in each part of a cycle in the
insurance market. It is not currently possible to accurately predict how these
countervailing factors will affect the net outcome of York as market cycles
change.
One major customer and its affiliates as a group accounted for approximately 30%
of York's sales for the year ended December 31, 2003. Although a loss of all or
a major portion of York's business with most of these affiliates would not have
a material adverse impact on York, a material reduction in sales to the entire
group of affiliates could have a material adverse impact on York, if the lost
business were not replaced. York is pursuing plans to broaden its customer base
in terms of number of clients served and to reduce the share of business
represented by the aforesaid major customer, all while increasing the overall
amount of business done with all customers.
-11-
Three Months Ended September 30, 2004 Compared to Three Months Ended September
------------------------------------------------------------------------------
30, 2003
--------
In the three months ended September 30, 2004 compared to three months ended
September 30, 2003, the Company's total revenues of $619,267 decreased $34,648
or 5.3% from $653,915, primarily due to lower earnings of its unconsolidated
affiliate, York Insurance Services Group, Inc. ("York"). In addition, investment
and other income of $31,161 reflect a decrease of $20,266 due to lower interest
income. Equity in earnings of York decreased $14,382 due to York's lower net
income. York's revenue increased 25.1%, operating expenses increased
approximately 32.1% due to increased marketing and servicing personnel and
infrastructure
Total expenses of $178,097 decreased $13,354 or 7.0%. General and administrative
expenses increased $4,943 or 3.4% due to higher employee costs. Communication
costs decreased $8,160 due to lower printing costs. Professional fees of $19,763
decreased $10,137 due to lower legal services.
Net income for the three months ended September 30, 2004 was $424,065 or $0.48
per share on a diluted basis as compared to net income of $445,336 or $0.51 per
share on a diluted basis for the three months ended September 30, 2003.
Nine Months Ended September 30, 2004 Compared to Nine Months Ended September 30,
--------------------------------------------------------------------------------
2003
----
In the nine months ended September 30, 2004 compared to nine months ended
September 30, 2003, the Company's total revenues of $1,697,324 decreased
$395,572 or 18.9% from $2,092,896, primarily due to lower equity in earnings of
York. Investment and other income of $133,365 was $1,768 lower. Equity in
earnings of York decreased $393,804 due to York's lower net income. Although
York's revenue increased 18.3%, operating expenses increased approximately 28.9%
due to increased marketing and servicing personnel and infrastructure.
Total expenses of $660,782 increased $146,582 or 28.5%. General and
administrative expenses increased $127,087 or 31.2% due to higher employee
costs. Professional fees of $102,728 was $23,223 higher due to higher legal
costs. Communication expense declined $3,728 or 13.9% from $26,760.
Net income for the nine months ended September 30, 2004 was $1,084,610 or $1.23
per share on a diluted basis as compared to net income of $1,539,593 or $1.76
per share on a diluted basis for the nine months ended September 30, 2003.
Forward-Looking Information
---------------------------
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
Securities and Exchange Commission, press releases, conferences, or otherwise,
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: changes in general
-12-
economic conditions in York's major geographic markets; occurrences of
weather-related, natural and man-made disasters, changes in overall employment
levels and associated injury rates in the United States; changes in the degree
to which property and casualty insurance carriers outsource their claims
handling functions; decisions by major insurance carriers and underwriters and
brokers to expand their activities as third party administrators and adjusters,
which would directly compete with York's business; the ability to identify new
revenue sources not directly tied to the insurance underwriting cycle; the
growth of alternative risk programs and the use of independent third party
administrators such as York, as opposed to administrators affiliated with
brokers or insurance carriers; ability to develop or acquire information
technology resources to support and grow York's business; the ability to
recruit, train and retain qualified personnel; the renewal of existing major
contracts with clients and York's ability to obtain such renewals and new
contracts on satisfactory financial terms and the creditworthiness of its major
clients; changes in accounting principles or application of such principles to
York's business; and any other factors referenced or incorporated by reference
in this report and any other publicly filed report. The risks included above are
not exhaustive.
Other sections of this report may include reference to the additional factors
which could adversely impact the Company's and York's business and financial
performance. Moreover, the Company and York operate 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 and York's 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.
Item 3. 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
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. 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
-13-
procedures are effective in reaching the level of reasonable assurance regarding
management's control objectives.
With respect to the Company's interest in an unconsolidated affiliate, York
Insurance Services Group, Inc., inasmuch as the Company does not fully control
or manage this entity, the Company's disclosure controls and procedures with
respect to such entity are necessarily more limited than those it maintains with
respect to its operations that it fully controls and manages. Recurring areas of
accounting focus involving significant reliance on York management estimates
include receivables (including assessment of collectibility, adequacy of
allowance), work-in-process, tax reporting and disclosure, goodwill and other
intangibles, deferred income, and revenue recognition.
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 upon the
foregoing, as of the end of the period covered by this report, the Company's
President and Chief Executive Officer along with the Company's Principal
Financial Officer, or persons performing similar functions, concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company required to be included in
the Company's Exchange Act reports. There has been no change during the
Company's fiscal quarter ended September 30, 2004 in the Company's internal
control over financial reporting that was identified in connection with the
foregoing evaluation which has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
Part II. Other Information
-----------------
Item 4. Submission of Matters to a Vote of Security Holders During the Period
------------------------------------------------------------------------------
Covered by This Report
----------------------
(a) Annual Meeting of Stockholders held on September 16, 2004
(b) The following directors were elected at the meeting: Edward
G. Webb, Jr. and Thomas B. Winmill as Class I Directors with
each to serve a one year term, Douglas Wu as a Class II
Director to serve a two year term, Charles A. Carroll and
Bassett S. Winmill as Class III Directors with each to serve
a three year term, and each until his successor is duly
elected and qualifies.
(c) The Annual Meeting was held for the following purposes:
(1)to elect the following directors :
For Withhold
Edward G. Webb,Jr. 730,043 21,210
Thomas B. Winmill 719,038 32,215
Douglas Wu 731,685 19,568
Charles A. Carroll 731,685 19,568
Bassett S. Winmill 719,038 32,215
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(2) to amend the Company's Charter to decrease the number of classes of
directors on the Company's Board of Directors from five to three and to
decrease the term of each director from five years to three years;
732,405 shares were voted in favor, 1,903 shares were voted against,
and 16,945 shares were voted to abstain.
(d) N/A
Item 5. Exhibits and Reports on Form 8-K
----------------------------------------
Reports on Form 8-K were filed during the quarter covered by this reports as
follows:
8K- Financial results for the second quarter ended June 30, 2004
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MANAGEMENT'S REPRESENTATION
The information furnished in this report reflects all adjustments which
are, in the opinion of management, necessary to a fair statement of the results
of the period.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BEXIL CORPORATION
Dated: November 15, 2004 By : /s/ William G. Vohrer
---------------------
William G. Vohrer Chief Financial Officer,
Treasurer, Chief Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Company and in the
capacities and on the dates indicated.
November 15, 2004 By: /s/Thomas B. Winmill
------------------------------------------------
Bassett S. Winmill, Chairman of the Board,
Director Thomas B. Winmill on behalf of Bassett
S. Winmill by Power of Attorney signed 12/11/01
November 15, 2004 By: /s/Thomas B. Winmill
------------------------------------------------
Thomas B. Winmill, Esq., President, Chief
Executive Office, General Counsel, Director
November 15, 2004 By: /s/Thomas B. Winmill
------------------------------------------------
Charles A. Carroll, Director
Thomas B. Winmill on behalf of Charles A.
Carroll by Power of Attorney signed 12/11/01
November 15, 2004 By: /s/Thomas B. Winmill
------------------------------------------------
Edward G, Webb, Jr., Director
Thomas B. Winmill on behalf of Edward G, Webb,
Jr.by Power of Attorney signed 12/11/01
November 15, 2004 By: /s/Thomas B. Winmill
------------------------------------------------
Douglas Wu, Director
Thomas B. Winmill on behalf of Douglas Wu by
Power of Attorney signed 12/11/01
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM
The Board of Directors and Shareholders of Bexil Corporation:
We have reviewed the accompanying balance sheet and statements of income of
Bexil Corporation as of September 30, 2004 and for the nine month period ended
September 30, 2004. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
As discussed in Note 2, in 2004 the Company changed it method of accounting for
its 50% interest in an unconsolidated affiliate from the fair value method to
the equity method of accounting and for its other marketable securities.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
Tait, Weller & Baker
Philadelphia, Pennsylvania
November 4, 2004
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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 of Bexil Corporation
("registrant");
2. Based on my knowledge, this quarterly 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 quarterly
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
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 15, 2004
/s/ Thomas B. Winmill
---------------------
Chief Executive Officer
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Certification- Exchange Act Rules 13a-14 and 15d-14
I, William G. Vohrer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Bexil Corporation
("registrant");
2. Based on my knowledge, this quarterly 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 quarterly
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
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 15, 2004
/s/ William G. Vohrer
---------------------
Chief Financial Officer
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CEO CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bexil Corporation on Form 10-QSB for
the period ending September 30, 2004 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
November 15, 2004
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CFO CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Bexil Corporation on Form 10-QSB for
the period ending September 30, 2004 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, William G. Vohrer, 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/William G. Vohrer
William G. Vohrer
Chief Financial Officer
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November 15, 2004