UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended March 31,
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
Bexil Corporation
(Name of small business issuer in its charter)
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
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
May 15, 2006: Common Stock, par value $.01 per share - 883,592 shares.
================================================================================
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BEXIL CORPORATION PAGE
-------------------------------------------------------------------------------------------------------------------
Condensed Balance Sheet at March 31, 2006 (unaudited) 3
Condensed Statements of Income for the Three Months Ended March 31, 2006 and 2005 (unaudited) 4
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005
(unaudited) 5
Notes to Condensed Financial Statements (unaudited) 6
YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets at March 31, 2006 and 2005 (unaudited) 14
Consolidated Statements of Income for the Three Months Ended March 31, 2006 and 2005 (unaudited) 15
Consolidated Statement of Shareholders' Equity for the Three Months Ended March 31, 2006 and 16
2005 (unaudited)
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 17
(unaudited)
Notes to Consolidated Financial Statements (unaudited) 18
Item 2. Management's Discussion and Analysis or Plan of Operation 27
Item 3. Controls and Procedures 31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 3. Defaults Upon Senior Securities 31
Item 4. Submission of Matters to a Vote of Security Holders 31
Item 5. Other Information 31
Item 6. Exhibits 31
CERTIFICATION SIGNATURES 32
BEXIL CORPORATION
CONDENSED BALANCE SHEET
March 31, 2006
(Unaudited)
--------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 13,151,257
------------
Total current assets 13,151,257
----------
Fifty percent interest in unconsolidated affiliate (Note 6) 2,937,117
Deferred taxes 1,136,237
Other assets 274,093
-------
4,347,447
---------
Total assets $ 17,498,704
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 636,421
---------
Total current liabilities 636,421
-------
Commitments and contingencies (Note 9) -
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 12,767,086
Retained earnings 4,086,361
---------
Total shareholders' equity 16,862,283
----------
Total liabilities and shareholders' equity $ 17,498,704
============
See notes to the condensed financial statements.
3
BEXIL CORPORATION
CONDENSED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
Three Months Ended
March 31,
2006 2005
---- ----
(Unaudited) (Unaudited)
Revenues
Consulting and other $ 3,000 $ 52,000
Dividends and interest 135,429 11,221
------- ------
138,429 63,221
------- ------
Expenses
Employee compensation and benefits 202,692 111,724
Professional 224,119 27,250
Occupancy 27,854 27,273
Communications 15,532 9,164
------ -----
470,197 175,411
------- -------
Loss before income taxes and equity in earnings of
York Insurance Services Group, Inc. (331,768) (112,190)
Income taxes 273,770 11,743
Equity in earnings of York Insurance Services Group, Inc. 1,071,891 594,420
--------- -------
Net income $ 466,353 $ 470,487
================== ===================
Per share net income:
Basic $ 0.53 $ 0.53
Diluted $ 0.50 $ 0.53
Average shares outstanding:
Basic 880,392 879,591
Diluted 925,411 879,591
See notes to the condensed financial statements.
4
BEXIL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
Three Months Ended
March 31,
2006 2005
---- ----
Cash flows from operating activities (Unaudited) (Unaudited)
Net income $ 466,353 $ 470,487
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Equity in earnings of York Insurance Services Group, Inc. (1,071,891) (594,420)
(Increase) decrease in deferred taxes (33,789) 2,743
Non-cash stock compensation 38,604 -
Increase in other assets (263,759) (25,750)
Decrease in income taxes payable (228,118) -
Increase (decrease) in other liabilities 68,662 (101,078)
------ --------
Net cash used in operating activities (1,023,938) (248,018)
---------- --------
Cash flows from financing activities
Proceeds from exercise of common stock options 86,360 -
------ ------
Net cash provided by financing activities 86,360 -
------ ------
Net decrease in cash and cash equivalents (937,578) (248,018)
Cash and cash equivalents
Beginning of period 14,088,835 3,601,311
---------- ---------
End of period $ 13,151,257 $ 3,353,293
============ ===========
Supplemental disclosure:
Income taxes paid $ 795,790 $ -
See notes to the condensed financial statements.
5
BEXIL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
March 31, 2006
(Unaudited)
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business and Organization
Bexil Corporation (the "Company"), a Maryland corporation, is a holding company.
We have 10 employees. The Company's primary holding is a fifty percent interest
in privately held York Insurance Services Group, Inc. ("York").
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.
York Insurance Services Group, Inc. - Business
York is a privately owned 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
claims data and risk related services to insurance companies, self insureds, and
intermediaries throughout the United States. More recently, York has established
business units in the program management, licensed private investigation,
recovery, environmental consulting, retail logistics and large/complex loss
adjusting markets.
Basis of Presentation
The Company's fifty percent interest in York is accounted using the equity
method and, therefore, York's financial results are not consolidated with ours.
Certain prior year balances have been reclassified to conform to the current
year 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 March 31, 2006, the Company held approximately $13,100,000 in a
money market fund.
Investment in Unconsolidated Affiliate
The Company's fifty percent interest in York is accounted for using the equity
method.
6
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.
Reporting Segment
The Company's operations are organized around insurance services and classified
into one group: insurance services. The chief operating decision maker reviews
and considers the reports of York and York's consolidated subsidiaries as the
key decision making information.
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
March 31,
2006 2005
Numerator for basic and diluted earnings per share:
Net income $ 466,353 $ 470,487
========= =========
Denominator for basic earnings per share:
Weighted-average shares 880,392 879,591
Effect of dilutive securities:
Employee stock options 45,019 -
------ ------
Denominator for diluted earnings per share:
Adjusted weighted average shares and assumed conversion 925,411 879,591
======= =======
Per share net income:
Basic $ 0.53 $ 0.53
Diluted $ 0.50 $ 0.53
Dilutive securities consisting of stock options were excluded if their effect
was anti-dilutive. There were options to purchase 0 and 143,000 shares of common
stock for the three months ended March 31, 2006 and 2005, respectively that were
excluded from earnings per share because their effect was anti-dilutive.
Management's Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Estimates are primarily used in the determination of
equity method goodwill, investment impairment and expenses allocation. Actual
results may differ from those estimates.
7
2. 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 ended March 31, 2005 had compensation expense
been recognized based upon the estimated fair value on the grant date of the
awards, in accordance with SFAS 123.
Net income - as reported $ 470,487
Less total employee stock option expense determined
under fair value method, net of related tax effects (32,751)
-------------------
Pro forma net income $ 437,736
===================
Earnings per share - Basic:
As reported $ 0.53
Pro forma $ 0.49
Earnings per share - Diluted:
As reported $ 0.53
Pro forma $ 0.49
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 $38,604 related to stock options for the three months ended March 31,
2006, than if the Company had continued to account for share-based compensation
under APB 25. For the three months ended March 31, 2006, this additional
share-based compensation lowered pre-tax earnings by $38,604, lowered net income
by $37,117, and lowered basic earnings per share by $0.04.
8
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 first quarter of 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.
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.
9
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
will be payable 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, March 31, 2006 140,000 $ 21.45 $ 3,003,000.00
=======================
The following table summarized information about stock option outstanding as of
March 31, 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 3.73 $ 17.04 21,000 $ 16.37
$ 21.59 - $ 24.00 112,000 3.11 $ 22.55 83,476 $ 22.34
--------------- --------------
140,000 3.17 $ 21.45 104,476 $ 21.14
=============== ==============
At March 31, 2006, the aggregate intrinsic value of all outstanding options was
$1,005,185 with a weighted average remaining contractual term of 3.17 years. The
total compensation cost related to non-vested awards not yet recognized was
$163,636 with an expense recognition period of 3 years.
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.
3. 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. Contributions to this plan are based upon a
percentage of salaries of eligible employees and are accrued and funded on a
current basis. Total plan expense for the three months ended March 31, 2006 and
2005 was $10,049 and $5,476, respectively.
4. INCOME TAXES
The income tax provision (benefit) is comprised of the following:
10
2005 2004
-------------------- --------------------
Current provision:
Federal $ - $ -
State and local 307,559 9,000
-------------------- --------------------
Total current provision 307,559 9,000
-------------------- --------------------
Deferred provision (benefit):
Net operating loss (121,684) (46,000)
Equity in earnings of York 87,895 48,743
-------------------- --------------------
Total deferred provision (benefit) (33,789) 2,743
-------------------- --------------------
Total provision for income taxes $ 273,770 $ 11,743
==================== ====================
At March 31, 2005, deferred tax assets were $1,136,237 comprised of net
operating and capital loss carryforwards of $1,224,132 and a deferred tax
liability for the equity in earnings of York of $87,895.
At December 31, 2005, the Company had net operating loss carryforwards of
$2,363,925 expiring as follows: $658,200 in 2022, $572,400 in 2023, $895,800 in
2024, and $237,525 in 2025.
The provision for income taxes differs from the provision calculated using the
federal statutory income tax rate because of the dividends received exclusion
(80%) on the equity in earnings of the unconsolidated affiliate.
5. RELATED PARTIES
Certain officers of the Company also serve as officers and/or directors of
Winmill & Co. Incorporated ("Winco"), Tuxis Corporation ("Tuxis"), and their
affiliates (collectively with Bexil, the "Affiliates"). At March 31, 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 23%, 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. At March 31, 2006, the Company had a payable to
MMC for compensation and benefit expenses of $93,589.
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. At March 31, 2006, the Company had
a payable to Winco related to these costs of $17,270. The Company incurred
allocated rent and overhead costs of $24,999 and $24,000 for the three months
ended March 31, 2006 and 2005, respectively.
The Company earned fees of $3,000 and $52,000 from York for consulting services
and for service on York's board of directors for the three months ended March
31, 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 has a limited duration of approximately six months and will
end on June 30, 2006. The loan is for $15,000,000 bearing interest at LIBOR plus
1.5%. Under the expense sharing agreement the Company will bear 50% of the
interest expense. The Company will also bear two-thirds of other agreed upon
expenses up to a maximum of approximately $197,000. The Company has incurred
expenses of approximately $113,000 related to the expense sharing agreement for
the three months ended March 31, 2006.
6. INVESTMENT IN UNCONSOLIDATED AFFILIATE
Summarized condensed financial information for York is as follows:
11
Three Months Ended March 31,
York Insurance Services Group, Inc. 2006 2005
Revenues $ 23,142,567 $ 16,839,102
Expenses 19,154,163 14,706,958
Net income 2,143,782 1,188,840
Working capital 10,109,085 15,230,081
Total assets 31,926,966 32,400,946
Total liabilities 29,052,732 12,365,134
Shareholder's equity 2,874,234 20,035,812
York is a fifty percent owned unconsolidated affiliate accounted for by the
equity method. The Company's cost of its fifty percent interest in York exceeds
the underlying equity in net assets as of March 31, 2006, as follows:
Equity in net assets of York $ 1,437,117
Goodwill 1,500,000
-----------------
Carrying value $ 2,937,117
=================
The carrying value of the Company's investment in York of $2,937,117 at March
31, 2006 is reviewed by the Company for impairment in accordance with APB
Opinion No. 18, "The Equity Method of Accounting for Investments in Common
Stock."
The equity method goodwill of $1,500,000 is not amortized. The Company reviews
the goodwill balance for impairment and considers changes in events or
circumstances that would impair the valuation. The Company believes there has
been no impairment of goodwill as of March 31, 2006.
7. COMMITMENTS AND CONTINGENCIES
At March 31, 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.
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.
12
8. 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.
9. SUBSEQUENT EVENTS
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 for approximately $39 million in cash;
the sale was consummated on April 28, 2006.
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.
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. The special dividend is payable on May 31, 2006 to
stockholders of record on May 15, 2006.
13
YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2006 AND 2005 (UNAUDITED)
--------------------------------------------------------------------------------
ASSETS 2006 2005
CURRENT ASSETS:
Cash and cash equivalents $ 1,779,473 $ 4,606,085
Accounts receivable, less allowance for doubtful accounts of $840,779 and 557,223 17,140,176 12,037,672
Unbilled revenue 1,652,816 5,186,836
Deferred income taxes 1,895,672 1,397,524
Prepaid expenses and other current assets 1,421,733 1,501,887
--------- ---------
Total current assets 23,889,870 24,730,004
---------- ----------
PROPERTY AND PLANT
Furniture, fixtures and equipment-Net 4,568,570 4,205,809
--------- ---------
OTHER ASSETS:
Other intangible assets-Net 1,937,500 2,187,500
Goodwill 1,050,294 1,050,294
Deferred income taxes - 36,273
Other 480,732 191,066
------- -------
Total other assets 3,468,526 3,465,133
--------- ---------
TOTAL $ 31,926,966 $ 32,400,946
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 282,010 $ 1,432,965
Accrued payroll expenses 996,050 495,523
Accrued expenses 1,592,327 650,859
Accrued sub-contractors' fees - 533,348
Taxes payable 1,794,128 967,077
Current portion of deferred income 5,485,534 5,060,974
Current portion of note payable 3,103,448 -
Current portion of capital lease obligation 246,042 240,937
Other current liabilities 281,246 154,512
------- -------
Total current liabilities 13,780,785 9,536,195
---------- ---------
NONCURRENT LIABILITIES:
Deferred income 512,020 562,386
Notes payable 13,068,747 1,044,372
Capital lease obligation 345,358 352,901
Deferred income taxes 634,262 -
Other 453,765 414,867
------- -------
Total noncurrent liabilities 15,014,152 2,374,526
---------- ---------
MINORITY INTEREST 257,795 454,413
------- -------
STOCKHOLDERS' EQUITY:
Common stock-no par value, 1,000 shares authorized,
1,000 shares issued and outstanding - -
Additional paid-in capital 3,000,000 3,000,000
Retained (deficit)/earnings (125,766) 17,035,812
-------- ----------
Total stockholders' equity 2,874,234 20,035,812
--------- ----------
TOTAL $ 31,926,966 $ 32,400,946
============ ============
See notes to consolidated financial statements.
14
YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED)
--------------------------------------------------------------------------------
2006 2005
REVENUE $23,142,567 $16,839,102
OPERATING EXPENSES 19,216,662 14,769,456
---------- ----------
INCOME FROM OPERATIONS 3,925,905 2,069,646
--------- ---------
OTHER INCOME AND DEDUCTIONS:
Investment income 4,021 14,945
Interest expense (32,721) (36,750)
------- -------
(28,700) (21,805)
------- -------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 3,897,205 2,047,841
PROVISION FOR INCOME TAXES (1,700,740) (766,236)
MINORITY INTEREST IN USTM INCOME (52,683) (92,765)
------- -------
NET INCOME $ 2,143,782 $ 1,188,840
=========== ===========
See notes to consolidated to financial statements.
15
YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED)
--------------------------------------------------------------------------------
2006 2005
COMMON STOCK: $ - $ -
----------- ----------
ADDITIONAL PAID-IN CAPITAL
Balance Beginning of period 3,000,000 3,000,000
--------- ---------
Balance March 31 3,000,000 3,000,000
--------- ---------
RETAINED (DEFICIT)/EARNINGS:
Balance Beginning of period (2,269,548) 15,846,972
Net income 2,143,782 1,188,840
--------- ---------
Balance March 31 (125,766) 17,035,812
-------- ----------
TOTAL STOCKHOLDERS EQUITY-March 31 $ 2,874,234 $ 20,035,812
=========== ============
See notes to consolidated financial statements.
16
YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED)
--------------------------------------------------------------------------------
2006 2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,143,782 $ 1,188,840
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 433,386 382,502
Bad debt expense - -
Loss on disposition of fixed assets - 1,458
Changes in:
Accounts receivable (1,249,321) (295,063)
Unbilled revenues 329,466 3,528,029
Minority interest 52,683 92,765
Deferred income taxes 80,053 (35,079)
Prepaid expenses and other current assets (276,155) (571,845)
Other noncurrent assets 22,326 (2,389)
Accounts payable (552,028) (782,590)
Accrued payroll expenses (861,846) (1,119,162)
Accrued expenses 849,644 (144,925)
Accrued subcontractors' fees - (2,618,642)
Taxes payable 668,640 247,617
Deferred income (552,753) 564,088
Other payables (38,953) 95,689
------- ------
Net cash provided by operating activities 1,048,924 531,293
--------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (521,148) (456,572)
Net proceeds from sale of fixed assets - 1,700
Net cash used in investing activities (521,148) (454,872)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of notes payable (248,621) (510,963)
Financing of capital lease obligations 108,958 -
Repayment of capital lease obligations (70,745) (66,292)
Partnership distributions (152,000) -
-------- --------
Net cash used in financing activities (362,408) (577,255)
-------- --------
NET INCREASE / (DECREASE) IN CASH 165,368 (500,834)
CASH AND CASH EQUIVALENTS-Beginning of period 1,614,105 5,106,919
--------- ---------
CASH AND CASH EQUIVALENTS-March 31 $ 1,779,473 $ 4,606,085
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid-income taxes $ 957,360 $ 496,588
========= =========
Cash paid-interest $ 32,721 $ 36,751
======== ========
See notes to consolidated financial statements.
17
YORK INSURANCE SERVICES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED)
--------------------------------------------------------------------------------
1. NATURE OF OPERATIONS AND ORGANIZATION
York Insurance Services Group, Inc. (the "Company") provides comprehensive
claims services for insurance carriers and self-insureds. Claim services
provided include property and casualty, workers' compensation,
transportation, environmental and surveillance investigations. Services are
provided throughout the United States.
The Company has a 50 percent ownership in a general partnership,
Underground Storage Tank Management ("USTM"). The partnership was formed to
contract with various State agencies to audit the costs incurred for the
clean up of contaminated underground storage tanks and perform site
inspections. All revenue is derived from work performed for the State of
Florida Department of Environmental Protection. The Company maintains
managerial, financial and operational control of USTM.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation-- The financial statements include York Insurance
Services Group, Inc., its wholly owned subsidiaries, York Claims Service,
Inc., York Claims Service, Inc. - Florida, York Special Investigations,
Inc., York Claims Service of Nevada, Inc. and its 50 percent investment in
USTM. York Claims Service, Inc. and York Claims Service, Inc. - Florida,
Inc. provide comprehensive claims services and third-party administration
for insurance carriers, self-insureds, municipalities, brokers and other
intermediaries. York Special Investigations, Inc. offers surveillance
investigation in addition to other special investigation services.
Investment in USTM Partnership--The Company's 50 percent investment in USTM
is fully consolidated and a minority interest is recorded to account for
the minority interest holder's proportionate share of net equity and net
income in USTM.
Management's Use of Estimates--The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Estimates are primarily used in the determination of unbilled
revenue, deferred income and allowance for doubtful accounts. Actual
results may differ from those estimates.
Cash Equivalents--The Company considers money market funds and highly
liquid debt instruments purchased with original maturity dates of three
months or less to be cash equivalents.
Unbilled Revenue-- Unbilled revenue represents work performed on client
files that have not been invoiced at the end of the year, as per contract
terms or customary on-account billing procedures. The unbilled revenues are
valued based on actual time or estimated completion of services.
Deferred Income Taxes--The deferred income tax assets and liabilities
recorded on the consolidated balance sheets represent the income tax
effects of temporary differences between the tax basis of assets and their
amounts for financial reporting purposes. Deferred income taxes arise from
the recognition of these temporary differences.
18
Property and Depreciation--The Company depreciates the cost of property and
equipment over the estimated useful lives of the related assets using the
straight-line method. The estimated useful lives for the principal
classifications are as follows:
Estimated
Classification Useful Lives
Furniture, fixtures and equipment 7 years
Computer hardware and software 3-5 years
Automobiles 5 years
Leasehold improvements 3-10 years
Capitalized Software and Development--The Company capitalizes costs
associated with internally developed software or systems. These costs
included external direct costs for services and payroll and payroll related
costs for employees directly associated with developing internal-use
software and systems. Such costs are amortized on a straight-line basis
over five years.
Goodwill and Other Intangible Assets--The Company accounts for goodwill and
other intangible assets in accordance with SFAS No. 142, Goodwill and Other
Intangible Assets, which states that goodwill and intangible assets with
indefinite useful lives should not be amortized, but instead tested for
impairment at least annually at the reporting unit level. If an impairment
exists, a writedown to fair value (normally measured by discounting
estimated future cash flows) is recorded.
Intangible assets with finite lives are amortized on the straight-line
basis over their estimated useful lives and are reviewed for impairment in
accordance with SFAS No. 144, Accounting for Impairment or Disposal of
Long-Lived Assets. Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used
is measured by a comparison of the carrying amount of an asset to estimated
undiscounted future cash flows expected to be generated by the asset. If
the carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized for the amount by which the carrying amount
of the asset exceeds the fair value of the asset.
After considering legal factors, business climate, potential action by
regulators, key personnel and financial position, the Company believes
there has been no impairment of goodwill and other intangible assets as of
March 31, 2006 and 2005.
Allowance for Doubtful Accounts--The Company creates an allowance for
receivables that may become uncollectible. The amount of the allowance is
based upon management's assessment of several factors including the review
of aging experience.
Revenue Recognition--Revenue is recognized as a claim file is being
processed, based on the estimated rate at which services are provided or
the actual value of time. The estimated rate at which services are provided
is based on the average life of the claim and recognized as the claim
enters different phases of the claims handling process. The full amount of
revenue is recognized when the claim is closed or when the services have
been completed.
Deferred Income-- Deferred income represents the unearned portion of fixed
fee arrangements or fixed percentages of net earned premiums of carriers,
derived from insurance policies issued by clients. Deferred income is
recognized into income based upon proportional performance.
19
3. PROPERTY & PLANT
The carrying value of depreciable assets at March 31, 2006 is as follows:
Accumulated Carrying
Classification Cost Depreciation Value
Furniture, fixtures and equipment $3,109,620 $1,213,270 $ 1,896,350
Computer hardware and software 2,462,763 1,349,982 1,112,781
Automobiles - - -
Leasehold improvements 773,714 316,383 457,331
Systems development 2,342,509 1,240,401 1,102,108
--------- --------- ---------
Total $8,688,606 $4,120,036 $ 4,568,570
========== ========== ===========
During the three months ended March 31, 2006 depreciation expense was
$370,886.
The carrying value of depreciable assets at March 31, 2005 is as follows:
Accumulated Carrying
Classification Cost Depreciation Value
Furniture, fixtures and equipment $2,647,583 $ 821,177 $ 1,826,406
Computer hardware and software 1,847,108 960,753 886,355
Automobiles 7,391 7,391 -
Leasehold improvements 683,493 239,177 444,316
Systems development 1,894,065 845,333 1,048,732
--------- ------- ---------
Total $7,079,640 $2,873,831 $ 4,205,809
========== ========== ===========
During the three months ended March 31, 2005, depreciation expense was
$320,001.
4. OTHER INTANGIBLE ASSETS
Other intangible assets consist principally of trademarks and trade names
and customer relationships. Customer relationships are amortized on a
straight-line basis over an estimated useful life of 10 years. Trademarks
and trade names and goodwill which are not amortized are assessed for
impairment on an annual basis or more frequently as events or circumstances
arise. Amortization of intangible assets charged to operations amounted to
$62,500 for the three months ended March 31, 2006 and 2005.
Other intangible assets consist of the following at March 31, 2006:
Accumulated Carrying
Classification Cost Amortization Value
Amortized intangible assets:
Customer relationships $2,500,000 $1,062,500 $1,437,500
========== ========== ==========
Unamortized intangible assets:
Trademarks and trade names $ 500,000 $ - $ 500,000
========= == ==========
20
Other intangible assets consist of the following at March 31, 2005:
Accumulated Carrying
Classification Cost Amortization Value
Amortized intangible assets:
Customer relationships $2,500,000 $ 812,500 $1,687,500
========== ========= ==========
Unamortized intangible assets:
Trademarks and trade names $ 500,000 $ - $ 500,000
========= ========= ==========
The estimated amortization expense for the years ending December 31,
2007, 2008, 2009, 2010 and 2011 is $250,000 each year.
5. LEASE COMMITMENTS
The Company leases office space in each of the cities in which its offices
are located and certain office equipment under operating leases. Rental
expense for all operating leases totaled $859,332 for the three months
ended March 31 2006 and $787,296 for the three months ended March 31,
2005.
Future minimum lease payments for operating leases that have initial or
remaining noncancelable terms in excess of one year as of March 31, 2006
are as follows:
2007 2008 2009 2010 2011 Thereafter Total
Office space $ 2,791,241 $ 2,480,474 $2,399,483 $ 1,818,496 $ 1,362,396 $ 2,642,886 $13,494,976
Equipment 301,665 203,733 115,537 - - - 620,935
------- ------- ------- ----------- ----------- ----------- -------
Total $ 3,092,906 $ 2,684,207 $2,515,020 $ 1,818,496 $ 1,362,396 $ 2,642,886 $14,115,911
=========== =========== ========== =========== =========== =========== ===========
6. CAPITAL LEASE OBLIGATIONS
The Company leases certain office equipment and furniture under capital
leases with terms up to 48 months. The leases expire between July 2005 and
March 2009. The total amount of equipment and furniture financed by
capital leases was $108,958 for the three months ended March 31, 2006 and
$0 for the three months ended March 31, 2005. The total amount paid by the
Company was $80,010 for the three months ended March 31, 2006 and $78,336
for the three months ended March 31, 2005.
The carrying value of equipment held under capital leases, which is
included in property, plant, and equipment in the financial statements, at
March 31, 2006 is as follows:
Accumulated Carrying
Classification Cost Depreciation Value
Equipment under capital lease $ 967,394 $ 276,995 $ 690,399
========= ========= =========
21
During the three months ended March 31, 2006, depreciation expense was
$51,735.
The carrying value of equipment held under capital leases, which is
included in property, plant, and equipment in the financial statements, at
March 31, 2005 is as follows:
During the three months ended March 31, 2005, depreciation expense was
$30,910.
7. NOTES PAYABLE
During 2002, the Company borrowed of $5,000,000 and $4,000,000 from AIG and
Merchants New York Commercial Corporation, respectively. The AIG loan was
payable in sixty equal monthly installments commencing on February 18, 2002
with interest rate of prime plus 1.5%.
On June 17, 2003, the Company paid the AIG loan down to $1,000,000, at
which time the terms of the loan were renegotiated. The renegotiated loan
is payable in 36 equal installments of $31,106, with interest at 7.50 %. On
March 23, 2005, the AIG loan was paid off.
The Merchants loan is a revolving line of credit for a period of four years
and is deemed automatically renewed for a successive term of one year
thereafter. The interest rate on the revolving line of credit is the prime
rate, 5.75% at March 31, 2005. The line of credit was paid off on December
14, 2005.
Both the AIG and commercial bank loans required the Company to maintain a
working capital of not less than $5,000,000 at all times and tangible net
worth of $5,250,000 on March 31, 2005. The Company was in compliance with
loan requirements as of March 31, 2005.
On December 14, 2005, the Company entered into a $15,000,000 term loan with
Wachovia Bank, NA, with interest equal to the one-month LIBOR rate plus
1.5%. The interest rate at March 31, 2006 was 6.56 %. The term loan was
paid off on April 28, 2006.
The term loan required the Company to maintain the following financial
covenants; funded debt to EBITDA ratio of not more than 2.00 to 1.00, funds
flow coverage ratio of not less than 1.50 to 1.00, liquidity requirement of
not less than $2,000,000, officer and director compensation shall not
increase during any fiscal year by more than 20%, no losses for any two
consecutive quarters and no change in the current chief executive officer.
The Company was in compliance with all covenants as of March 31, 2006.
On December 14, 2005, the Company entered into a $5,000,000 revolving loan
facility with Wachovia Bank, NA, with interest equal to the LIBOR Market
Index-Based Rate plus 1.50%. The interest rate at March 31, 2006 was 6.32%.
At March 31, 2006, the Company had drawn $1,414,346 from the revolving
loan. The revolving loan facility was paid off on April 28, 2006.
22
8. INCOME TAXES
The provision for federal, state and local income taxes for the three
months ended March 31, 2006 and 2005 is comprised of the following:
2006 2005
Current - Federal, state and local $1,620,687 $ 746,315
Deferred income tax benefit 80,053 19,921
------ ------
$1,700,740 $ 766,236
========== =========
The provision for federal, state and local income taxes for the three
months ended March 31, 2006 and 2005 is comprised of the following:
2006 2005
Income Before Income Taxes and
Minority Interest $ 3,897,205 $2,047,841
Minority Interest in USTM Income (52,683) (92,765)
------- -------
Pre-tax Net Income $ 3,844,522 $1,955,076
=========== ==========
Income Tax - Statutory Rate $ 1,345,583 35% $ 684,277 35%
Meals & Entertainment 16,687 0% 10,999 1%
State income taxes (146,540) -4% (33,710) -2%
Non-deductible Goodwill 21,875 -2% 21,875 0%
Other 44,448 1% (13,520) -1%
------ - ------- -
Federal Total Income Tax Expense 1,282,053 33% 669,921 17%
State Total Income Tax Expense 418,687 11% 96,315 5%
------- -- ------ -
Total Income Tax Expense $ 1,700,740 44% $ 766,236 39%
=========== == ========= ==
Net deferred income tax assets and (liabilities) consist of the following
at March 31, 2006 and 2005:
2006 2005
Depreciation and amortization $ (724,672) $ (203,755)
Deferred income 1,555,631 1,399,279
Allowance for doubtful accounts 294,273 189,456
Enterprise appreciation rights 136,178 48,817
------- ------
$1,261,410 $1,433,797
========== ==========
23
9. EMPLOYEE BENEFITS
The Company has a voluntary employee savings plan (401(k) plan) in which
eligible employees can contribute on a pretax basis a certain portion of
their income. Matching contributions are made by the Company up to 6% of
annual salary depending on the employees' years of service. The total cost
of the plan to the Company was $251,417 for the three months ended March
31, 2006 and $185,466 for the three months ended March 31, 2005. The
Company also has the following additional employee benefit plans: group
life, health, dental, long-term disability and supplemental life insurance.
The aggregate total of such additional employee benefit plan expense to the
Company was $690,339 for the three months ended March 31, 2006 and $573,116
for the three months ended March 31, 2005.
10. CONCENTRATION OF BUSINESS
The Company has generated revenues through separate and distinct
contractual service arrangements with several carriers that are affiliates
of each other (but not related to the Company) which, in aggregate,
represented approximately 32% and 39% of the Company's revenue for the
three months ended March 31, 2006 and 2005 respectively. Approximately
two-thirds of this revenue is derived from TPA services provided on
industry-specific program business which also involves relationships with
MGAs and trade associations which are an integral part of the buying
decision.
The Company also manages claims for residual market plans in several
states. Although the Company maintains a contractual relationship with the
servicing carrier the selection of the Company as a TPA on these programs
is influenced by each individual state plan, the servicing carrier which
manages the plan, the state departments of insurance which oversee each
plan and the representatives of insurance companies who serve on the Boards
of each plan. In the aggregate, residual market plans represented 40% and
30% of the Company's revenue for the three months ended March 31, 2006 and
2005, respectively. Some of the carriers referred to above are also
involved as the serving carrier on a portion of the residual market plans.
It is the Company's position that each of these residual market plans is a
separate customer relationship and as such, the customer concentration
disclosure above does not reflect any business derived from the residual
market plans.
11. FIDUCIARY ACCOUNT
The Company holds money in escrow on behalf of certain clients. These
escrow funds are used to pay losses and claim-related expenses on behalf of
those clients. The payment of losses and claim-expenses does not affect the
operating results of the Company. Neither the cash balances nor the related
liabilities are included in the accompanying financial statements. The
balance of the fiduciary accounts was $1,830,263 at March 31, 2006 and
$1,594,124 at March 31, 2005.
24
12. RELATED PARTY TRANSACTIONS
The Company entered into an agreement with the shareholders of record as of
December 22, 2005. The agreement provides that the Company is to be
reimbursed for interest expense and certain costs associated with the
Wachovia term loan. On April 26, 2006, the Company received reimbursement
of $497,927.
The Company made a $125,000 loan to a senior executive in 2005, with
interest at 5%. The total amount of interest paid was $4,894. The loan was
repaid in full on January 19, 2006.
13. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings and claims that arise as result
of events that occur in the ordinary course of business. Although there can
be no assurance as to the ultimate outcome of these matters, it is the
opinion of the Company's management that the final disposition of such
matters will not have a material adverse effect on the Company's financial
position, results of operations and cash flows.
14. SUBSEQUENT EVENTS
On December 23, 2005, the Company announced the signing of an agreement
under which Odyssey Investment Partners LLC in partnership with the
Company's Chairman & CEO, other members of the Company's senior management
and Ward Partners, LLC (collectively "York Buyer") will purchase the
Company from the Company's shareholders. The shareholders of the Company
are the Company's Chairman & CEO and Bexil Corporation ("Bexil"), each of
whom own a fifty percent interest in the Company. The sale of Bexil's fifty
percent interest in the Company is subject to approval of the holders of at
least 50% of Bexil's outstanding common stock. On April 27, 2006, the Bexil
stockholders voted to approve the sale of its fifty percent interest in the
Company to the York Buyer. The transaction was completed as of the close of
business on April 28, 2006.
******
25
YORK INSURANCE SERVICES GROUP INC. AND SUBSIDIARIES
SUPPLEMENTAL SCHEDULE OF OPERATING EXPENSES
--------------------------------------------------------------------------------
THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (UNAUDITED)
The following table represents the statements of operating expenses of York
Insurance Services Group, Inc. for the three months ended March 31, 2006 and
2005 (Unaudited):
2006 2005
Salaries $ 13,728,491 $ 10,383,535
Employee benefits 1,087,177 880,961
Travel 525,625 317,803
Automobiles 401,742 291,819
Rent and related expenses 796,241 684,881
Equipment 184,751 161,977
Printing and stationary 183,281 154,537
Communications 441,089 490,402
Data processing 254,023 200,897
Depreciation and other amortization 433,386 382,500
Service fees 152,295 184,933
Loss adjustment expense 771,048 430,864
Other 257,513 204,347
------- -------
Total operating expenses $ 19,216,662 $ 14,769,456
============ ============
26
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, 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: changes in general
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; the 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.
27
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.
Bexil's primary holding is, and since 2002 has been, 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 is accounted for using the equity
method and, therefore, York's financial results are 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 of approximately $36 million.
York Industry Profile and Risks
The insurance services industry in which York competes is fragmented and
includes captive and independent service providers. Captives are typically owned
and operated by insurance carriers and brokers. Independent competitors include
a few large, a small group of mid-sized, and many small companies. York seeks to
position itself as a nimble, nationwide provider of a broad array of insurance
services. York's objective is to offer its customers the flexibility of the
smaller providers combined with the infrastructure and service offerings of
larger competitors.
28
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 insurance services
market, typically maintain a staff of adjusters on their payrolls. Generally,
insurers use this staff to adjust automobile and smaller property claims. Many
insurers, however, also have internal adjusting staffs, which 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, 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.
The insurance industry is heavily regulated and has recently been the focus of
intense scrutiny. Business practices of brokers, agents, insurance carriers and
reinsurers have been under review, including many customers and parties that
refer business to York. It is uncertain what impact these recent regulatory
initiatives will have on the insurance industry and ultimately on York's
business. To the extent that these regulatory initiatives lead to changes in the
industry, both risks to its current business and opportunities for new business
may be created.
York generates revenues through separate and distinct contractual service
arrangements with several carriers that are affiliates of each other (but not
related to York) which, in aggregate, represented approximately 32% and 39% of
York's revenue for the three months ended March 31, 2006 and 2005, respectively.
Approximately two thirds of this revenue is derived from third-party
administrative ("TPA") services provided on industry-specific program business
which also involves relationships with managing general agents ("MGA's") and
trade associations which are an integral part of the buying decision.
York also manages claims for residual market plans in several states. Although
York maintains a contractual relationship with the servicing carrier the
selection of York as a TPA on these programs is influenced by each individual
state plan, the servicing carrier which manages the plan, the state departments
of insurance which oversee each plan and the representatives of insurance
companies who serve on the boards of each plan. In the aggregate, residual
market plans represented 40% and 30% of York's revenue for the three months
ended March 31, 2006 and 2005, respectively. Some of the carriers referred to
above are also involved as the serving carrier on a portion of the residual
market plans. It is York's position that each of these residual market plans is
a separate customer relationship and as such, the customer concentration
disclosure above does not reflect any business derived from the residual market
plans.
29
Operations after the Sale of York Shares
Upon the sale of the York shares, the Company will seek 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. The Company cannot
predict what changes to its present business or operations would result from the
sale of the York shares. 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.
Liquidity and Capital Resources
At March 31, 2006, the Company had positive working capital of $12,514,836,
total assets of $17,498,704, no long-term debt, and shareholders' equity of
$16,862,283.
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.
Three Months ended March 31, 2006 Compared to Three Months ended
March 31, 2005
Total revenues of $138,429 increased $75,208. The increase in revenue was
comprised of an increase in dividend and interest income of $124,208 partially
offset by a decrease in consulting and other fees of $49,000. The increase in
dividend and interest income was attributable to larger investable cash balances
and rising yields on our money market fund investments. Consulting and other
revenue decreased due to the discontinuance of the Company's consulting
arrangement with York. In 2005 the consulting fee was $150,000 per annum or
$37,500 per quarter.
Total expenses of $470,197 increased $294,786 for the three months ended March
31, 2006 compared to total expenses of $175,411 for the three months ended March
31, 2005. Compensation and benefits increased $90,968. The increase was due to
recognizing $38,604 in compensation expense for unvested stock options due to
the adoption of SFAS 123(R) as of January 1, 2006 and to the increase in jointly
used administrative and support functions incurred by Winco and allocated to the
Company. Professional expenses increased $196,869. This was due to an increase
in audit, legal, and the York expense sharing agreement arising from the sale of
York.
The Company's equity in the earnings of York increased $477,471 for the three
months ended March 31, 2006, from $594,420 for the three months ended March 31,
2005 to $1,071,891. This increase is attributable to the increase York's net
income for the same period.
Net income was $466,353 for the three months ended March 31, 2006 compared to
net income of $470,487 for the three months ended March 31, 2005, representing a
0.9% decrease. Net income on a per-share diluted basis was $0.50 compared with
$0.53.
30
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
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 March 31, 2006.
Changes in Internal Controls
In connection with the evaluation of our internal controls during our last
fiscal quarter, our principal executive officer and principal financial officer
have determined that there have been no changes to our internal controls over
financial reporting that has materially affected, or is reasonably likely to
materially affect, our internal controls 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
None
Item 5. Other Information
None
Item 6. Exhibits
None
31
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: May 15, 2006 By : /s/Thomas O'Malley
------------------
Thomas O'Malley
Chief Financial Officer,
Chief Accounting Officer
32
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
("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.
Date: May 15, 2006
/s/ Thomas B. Winmill
Chief Executive Officer
33
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 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.
Date: May 15, 2006
/s/ Thomas O'Malley
Chief Financial Officer
34
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 for
the period ended March 31, 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
May 15, 2006
35
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 for
the period ended March 31, 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
May 15, 2006