===============================================================================
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, 2007
[_] 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 or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11 Hanover Square, New York, New York 10005
(Address of principal executive offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER: 1-212-785-0400
--------------------
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 [_].
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]
The number of shares outstanding of the issuer's classes of common equity, as of
May 14, 2007: Common Stock, par value $.01 per share - 886,592 shares.
Transitional Small Business Disclosure Format (check one): Yes [_] No [X]
===============================================================================
INDEX
PART I. FINANCIAL INFORMATION PAGE
----------------------------- ----
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheet at March 31, 2007 3
Condensed Consolidated Statements of Income 4
- Three months ended March 31, 2007 and 2006
Condensed Consolidated Statement of Changes in Shareholders' Equity at March 31, 2007 5
Condensed Consolidated Statements of Cash Flows
- Three months ended March 31, 2007 and 2006 6
Notes to Condensed Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis or Plan of Operation 14
ITEM 3. Controls and Procedures 17
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 18
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
ITEM 3. Defaults Upon Senior Securities 18
ITEM 4. Submission of Matters to a Vote of Security Holders 18
ITEM 5. Other Information 18
ITEM 6. Exhibits 18
CERTIFICATION SIGNATURES 20
2
BEXIL CORPORATION
CONDENDSED CONSOLIDATED BALANCE SHEET
MARCH 31, 2007
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents $ 1,121,795
Investment securities, available-for-sale 36,545,615
Receivables:
Interest receivable 152,377
Refundable taxes 472,199
Prepaid expenses 12,375
-------------------
Total current assets 38,304,361
-------------------
Deferred taxes 73,612
-------------------
Total assets $ 38,377,973
===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 366,698
-------------------
Total current liabilities 366,698
-------------------
Commitments and contingencies (Note 8) -
Shareholders' equity
Common stock, $0.01 par value, 9,900,000 shares authorized,
886,592 shares issued and outstanding 8,866
Series A participating preferred stock, $0.01 par value, 100,000
shares authorized, -0- shares issued and outstanding -
Additional paid-in capital 12,992,782
Accumulated other comprehensive loss (9,988)
Retained earnings 25,019,615
-------------------
Total shareholders' equity 38,011,275
-------------------
Total liabilities and shareholders' equity $ 38,377,973
===================
See notes to the condensed consolidated financial statements.
3
BEXIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
-------------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
2007 2006
------------ ------------
Revenues
Consulting and other $ - $ 3,000
------------ ------------
- 3,000
------------ ------------
Expenses
Compensation and benefits 212,078 202,692
Professional 234,959 224,119
Occupancy 23,481 27,854
Communications 7,578 15,532
------------ ------------
478,096 470,197
------------ ------------
Other income
Dividends and interest 441,494 135,429
------------ ------------
441,494 135,429
------------ ------------
Loss before income taxes and equity in earnings
of York Insurance Services Group, Inc. (36,602) (331,768)
Income tax (benefit) expense (18,269) 273,770
Equity in earnings of York Insurance Services Group, Inc. - 1,071,891
------------ ------------
Net income (loss) $ (18,333) $ 466,353
============ ============
Per share net income (loss):
Basic $ (0.02) $ 0.53
Diluted $ (0.02) $ 0.50
Average shares outstanding:
Basic 883,725 880,392
Diluted 883,725 925,411
See notes to the condensed consolidated financial statements.
4
BEXIL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID IN RETAINED COMPREHENSIVE SHAREHOLDERS'
STOCK CAPITAL EARNINGS LOSS EQUITY
----------- --------------- --------------- -------------------- -------------------
Balance at December 31, 2006,
883,592 common shares $ 8,836 $ 12,863,641 $ 25,037,948 $ (45,544) $ 37,864,881
Comprehensive loss
Net loss - - (18,333) - (18,333)
Change in unrealized security holding
losses, net of taxes - - - 35,556 35,556
-------------------
Total comprehensive loss 17,223
-------------------
3,000 restricted common shares issued 30 98,460 - - 98,490
Stock-based compensation expense - 30,681 - - 30,681
----------- --------------- --------------- -------------------- -------------------
Balance at March 31, 2007,
886,592 common shares $ 8,866 $ 12,992,782 $ 25,019,615 $ (9,988) $ 38,011,275
=========== =============== =============== ==================== ===================
See notes to the condensed consolidated financial statements.
5
BEXIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
--------------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
2007 2006
----------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (18,333) $ 466,353
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Equity in earnings of York Insurance Services Group, Inc. - (1,071,891)
Decrease (increase) in deferred taxes 31,716 (33,789)
Stock-based compensation expense related to restricted stock 98,490 -
Stock-based compensation expense related to stock options 30,681 38,604
Decrease in interest receivable 447,301 -
Increase in refundable taxes (111,235) -
Decrease (increase) in other assets 16,144 (263,759)
Increase in accounts payable and accrued expenses 168,999 68,662
Decrease in income taxes payable - (228,118)
----------- ----------
Net cash provided by (used in) operating activities 663,763 (1,023,938)
----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of common stock options - 86,360
----------- ----------
Net cash provided by financing activities - 86,360
----------- ----------
Net increase (decrease) in cash and cash equivalents 663,763 (937,578)
CASH AND CASH EQUIVALENTS
Beginning of period 458,032 14,088,835
----------- ----------
End of period $ 1,121,795 $ 13,151,257
=========== ==========
SUPPLEMENTAL DISCLOSURE:
Income taxes paid $ 61,250 $ 795,790
See notes to the condensed consolidated financial statements.
6
BEXIL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2007
(UNAUDITED)
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND ORGANIZATION
Bexil Corporation (the "Company"), a Maryland corporation, is a holding company.
From 2002 until April 28, 2006, the Company's primary holding was a fifty
percent interest in York Insurance Services Group, Inc. ("York"), an insurance
services company. 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.
The Company has 11 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.
The information furnished in this report reflects all adjustments which are, in
the opinion of management, necessary to a fair statement of the results of the
period.
BASIS OF PRESENTATION
The condensed consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America. The
condensed consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, Specialty Hospital of Northeast Mississippi,
Inc. ("Specialty"). Specialty, from inception on November 27, 2006 to March 31,
2007, was inactive and had no assets, liabilities, shareholders equity,
revenues, or expenses. In 2006 and prior to the consummation of the sale of
York, the Company accounted for its fifty percent interest in York using the
equity method and, therefore, our financial results were not consolidated with
York's.
The unaudited interim financial information contained in these condensed
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto for the year ended December 31, 2006,
included in our Annual Report on Form 10-KSB filed with the SEC.
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, 2007, the Company held approximately $1,110,000 in
money market fund investments.
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:
7
Three Months Ended
March 31,
2007 2006
---------- ----------
Net income (loss) $(18,333) $ 466,353
========== ==========
Weighted-average shares outstanding - basic 883,725 880,392
Incremental shares from assumed conversions:
Stock options under incentive compensation plan - 45,019
---------- ----------
Weighted-average shares outstanding - diluted 883,725 925,411
========== ==========
Per share net income (loss):
Basic $ (0.02) $ 0.53
Diluted $ (0.02) $ 0.50
Dilutive securities consisting of stock options were excluded if their effect
was anti-dilutive. There were 143,000 potentially anti-dilutive stock options
excluded from earnings per share for the three months ended March 31, 2007.
There were no potentially anti-dilutive stock options for the three months ended
March 31, 2006.
INCOME TAXES
The Company's method of accounting for income taxes conforms to the Financial
Accounting Standards Board's ("FASB") Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). 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.
INVESTMENT SECURITIES, AVAILABLE-FOR-SALE
Investment securities, available-for-sale are carried at fair value. Realized
gains and losses are included in investment income based on specific
identification. Unrealized gains and losses are recorded net of tax as part of
accumulated other comprehensive income until realized. We regularly review
investment securities for other-than-temporary impairment based on both
quantitative and qualitative criteria that include the extent to which cost
exceeds market value, the duration of that market decline, our intent and
ability to hold to maturity or until forecasted recovery, and the financial
health of and specific prospects for the issuer. Unrealized losses that are
other-than-temporary are recognized in earnings. At March 31, 2007,
substantially all of the value of the securities are invested in a US Treasury
Note.
RECLASSIFICATIONS
Certain comparative amounts for the prior period have been reclassified to
conform to the current period condensed consolidated financial statement
presentation. Such reclassifications did not affect income (loss) before income
taxes and equity in earnings of York or net income.
REPORTING SEGMENT
The Company accounts for its operations in accordance with FASB Statement of
Financial Accounting Standard No. 131, "Disclosures about Segments of an
Enterprise and Related Information." No segment disclosures have been made as
the Company considers its business activities as a single segment.
STOCK-BASED COMPENSATION
The Company accounts for stock based compensation in accordance with FASB
Statement of Financial Accounting Standards No. 123R "Share-Based Payment"
("SFAS 123R"). Under SFAS 123R, stock based compensation expense reflects the
fair value of stock based awards measured at grant date, is recognized over the
relevant service period, and is adjusted each period for anticipated
forfeitures. The compensation cost recorded for stock based compensation, which
includes stock options and restricted stock, is based on the grant date fair
value as required by SFAS 123R.
The Company has issued stock options in accordance with its 2004 Incentive
Compensation Plan. All stock options granted have exercise prices equal to the
market value of stock on the date of grant. Accordingly, the Company records
compensation expense based on the fair value of the stock options using a
Black-Scholes option pricing model. The Black-Scholes option pricing model takes
into account variables such as volatility, dividend yield, and the risk-free
interest rate. Although the initial fair value of stock options is not adjusted
after the grant date, changes in the Company's assumptions may change the value
and therefore, the expense related to future stock options.
8
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect certain items,
including the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the consolidated 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, valuation of stock-based compensation,
and expenses allocation. Actual results may differ from those estimates.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement 109" ("FIN
48") which clarifies the accounting for uncertainty in income taxes recognized
in a company's financial statements in accordance with SFAS 109. FIN 48 requires
the Company to recognize in the financial statements, the impact of a tax
position, if that position is more likely than not to be sustained on audit,
based on the technical merits of the position. The provisions of FIN 48 are
effective as of the beginning of our 2007 fiscal year, with the cumulative
effect of the change in accounting principle recorded as an adjustment to
opening retained earnings. The effect of FIN 48 had no impact on the Company's
retained earnings or 2007 income from operations.
In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, "Fair Value Measurements" ("SFAS 157") to address inconsistencies in
the definition and determination of fair value pursuant to generally accepted
accounting principals ("GAAP"). SFAS 157 provides a single definition of fair
value, establishes a framework for measuring fair value in GAAP and expands
disclosures about fair value measurements in an effort to increase comparability
related to the recognition of market-based assets and liabilities and their
impact on earnings. SFAS 157 is effective for interim financial statements
issued during the fiscal year beginning after November 15, 2007.
2. SALE OF YORK INSURANCE SERVICES GROUP, INC.
On April 27, 2006, the Company's stockholders voted to approve the sale of its
fifty percent interest in York to a newly formed entity controlled by a private
equity fund and certain other investors; the sale was consummated on April 28,
2006. The Company recognized a gain from the sale of $37,471,143 before taxes
consisting of the cash proceeds paid by the buyer of $38,864,121 plus a
consulting fee and expense reimbursement received from York of $138,500 less the
Company's carrying value in York of $1,131,478 and closing costs of $400,000.
Prior to the sale, the Company's fifty percent interest in York was accounted
for using the equity method and, therefore, York's financial results were not
consolidated with ours. Summarized unaudited condensed financial information for
York for the period January 1, 2006 to March 31, 2006 are as follows:
YORK INSURANCE SERVICES GROUP, INC. FOR THE PERIOD
SUMMARIZED CONDENSED FINANCIAL INFORMATION JANUARY 1, 2006 TO
(UNUADITED) MARCH 31, 2006
----------------------------------------------------------------------------------------------------------------------------
Revenues $ 23,142,567
Expenses $ 19,154,163
Net income $ 2,143,782
Working capital n/a
Total assets n/a
Total liabilities n/a
Shareholder's equity n/a
The Company earned fees of $3,000 from York for service on York's board of
directors for the three months ended March 31, 2006.
In December 2005, the Company entered into an expense sharing agreement among
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
9
sharing agreement was limited in duration and ended in April 2006. The Company
incurred expenses of approximately $113,000 related to the expense sharing
agreement for the three months ended March 31, 2006.
3. 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, 2007,
Winco's wholly owned subsidiary, Investor Service Center, Inc., owned 222,644
shares of the Company and 234,665 shares of Tuxis, or 25% and 24%, respectively,
of the outstanding common stock. Winco's wholly owned subsidiary, Midas
Management Corporation ("MMC"), acts as "master" payer of compensation and
benefits of Affiliate employees. At March 31, 2007, the Company had a
reimbursement payable to MMC relating to compensation and benefit expenses of
$175,796.
Rent expense of jointly used office space and overhead expense for various
jointly used administrative and support functions incurred by Winco are
allocated to the Company and the Affiliates. The Company incurred allocated rent
and overhead costs of $21,418 and $24,999 for the three months ended March 31,
2007 and 2006, respectively. At March 31, 2007, the Company had a payable to
Winco related to these costs of $9,671.
The Company participates in a 401(k) retirement plan for substantially all of
its qualified employees. Company matching expense is based upon a percentage of
contributions to the plan by eligible employees and are accrued and funded on a
current basis. In 2006 and through January 31, 2007, the plan was sponsored by
Winco. Matching expense to the Winco plan for the three months ended March 31,
2007 and 2006 was $12,218 and $10,049, respectively. Effective February 1, 2007,
the Company began participating in a non-affiliated 401(k) plan and matching
expense in aggregate for the three months ended March 31, 2007 and 2006 was
$16,217 and $10,049, respectively.
At March 31, 2007, the Company had $102,262 invested in Midas Dollar Reserves,
Inc. ("MDR"), a money market fund advised by MMC and $1,450 invested in Global
Income Fund, Inc. ("GIF"), a closed end investment company advised by CEF
Advisers, Inc., a wholly owned subsidiary of Winco. The Company earned dividends
from MDR and GIF in aggregate of $1,060 and $50 for the three months ended March
31, 2007 and 2006, respectively. Certain officers and directors of the Company
are officers and/or directors of MDR and GIF.
4. INVESTMENT IN SECURITIES
Investment securities at March 31, 2007, consisted of the following:
GROSS UNREALIZED
AMORTIZED ---------------- FAIR
COST GAINS LOSSES VALUE
---------------- ----------- ----------- --------------
Investment securites, available-for-sale
U.S.Treasury Note due August 2008 $36,559,615 $ - $(15,450) $36,544,165
Global Income Fund, Inc. 1,605 - (155) 1,450
---------------- ----------- ----------- --------------
Total $36,561,220 $ - $(15,605) $36,545,615
================ =========== =========== ==============
5. 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. Under certain conditions participants have 3 months
after the employment relationship ends to exercise all vested options.
The Company accounts for the cost of its stock options under Statement of
Financial Accounting Standards ("SFAS") No. 123R "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 123R requires share-based compensation expense recognized since
10
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 123R for unvested options
granted subsequent to the adoption date. Under SFAS 123R 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. SFAS 123R's fair value method has resulted in additional share-based
expense (affecting compensation expenses and taxes) in the amount of $30,681 and
$38,604 related to stock options for the three months ended March 31, 2007 and
2006, respectively. For the three months ended March 31, 2007 and 2006, this
additional share-based expense lowered pre-tax earnings by $30,681 and $38,604,
respectively, lowered net income by $18,102 and $37,117, respectively, and
lowered basic earnings per share by $0.02 and $0.04, respectively.
The following schedule shows all options granted, exercised, expired, and
exchanged under the Plan as of December 31, 2006.
SHARES UNDER WEIGHTED AVERAGE TOTAL
OPTION EXERCISE PRICE PRICE
----------------------- ----------------------- ---------------
Balance, December 31, 2004 143,000 $21.47 $ 3,070,210
Granted 8,000 $21.19 $ 169,520
Forfeited (7,000) $21.59 $(151,130)
-----------------------
Balance, December 31, 2005 144,000 $21.45 $ 3,088,800
Granted 3,000 $27.90 $ 83,700
Exercised (4,000) $21.59 $ (86,360)
Forfeited (1,000) $21.59 $ (21,590)
-----------------------
Balance, December 31, 2006 142,000 $21.58 $ 3,064,360
=======================
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, 2006 142,000 $21.58 $3,064,360
Granted 1,000 $32.83 $ 32,830
-----------------------
Balance, March 31, 2007 143,000 $21.66 $3,097,283
=======================
The fair value of each option grant is separately estimated for each grant 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
granted 1,000 options during the three months ended March 31, 2007. There were
no options granted during the three month period ended March 31, 2006.
The key assumptions used in determining the fair value of options granted by
applying the Black-Scholes option pricing valuation model in 2007 and a summary
of the methodology applied to develop each assumption are as follows:
Expected price volatility 35.92%
Risk-free interest rate 4.50%
Weighted average expected lives in years 4
Forfeiture rate 10%
Dividend yield 0%
11
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 and
historical exercise and forfeiture patterns. The Company uses the simplified
method outlined in SEC Staff Accounting Bulletin No. 107 to estimate expected
lives for options granted during the period. Options granted have a maximum term
of 5 years. An increase in the expected life will increase compensation expense.
FORFEITURE RATE - This is the estimated percentage of options granted that are
expected to be forfeited or canceled before becoming fully vested. This estimate
is based on historical experience. An increase in the forfeiture rate will
decrease compensation expense.
EXPECTED DIVIDEND YIELD - Since the adoption of the Plan, the Company has paid
one special dividend, although at the time the options were granted management
did not anticipate paying a dividend in the foreseeable future. Consequently,
the dividend yield assumption was zero. 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 following table summarizes information about stock options outstanding at
March 31, 2007:
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 2.73 $17.04 21,000 $16.37
$ 21.59 - $ 32.83 115,000 2.12 $22.78 100,738 $22.47
--------------- --------------
143,000 2.24 $21.66 121,738 $21.42
=============== ==============
At March 31, 2007, the aggregate intrinsic value of all outstanding options was
$2,087,200 with a weighted average remaining contractual term of 2.24 years. The
total compensation cost related to non-vested awards not yet recognized was
$68,873 with an expense recognition period of approximately 2 years.
12
6. INCOME TAXES
The income tax provision (benefit) is comprised of the following:
THREE MONTHS ENDED
MARCH 31,
2007 2006
------------- -------------
Current provision (benefit):
Federal $ (72,386) $ -
State and local 2,400 307,559
------------- -------------
Total current provision (benefit) (69,986) 307,559
------------- -------------
Deferred provision (benefit):
Expenses not currently deductible 51,717 -
Net operating loss - (121,684)
Equity in earnings of York - 87,895
------------- -------------
Total deferred provision (benefit) 51,717 (33,789)
------------- -------------
Total provision (benefit) for income taxes $ (18,269) $ 273,770
============= =============
At March 31, 2007, deferred tax assets were $73,612 comprised unrealized losses
on available for sale investment securities and expenses not deductible for
income tax purposes such as compensation for stock options.
The difference between the U.S. federal statutory income tax rate and our
effective rate is due to state and local income taxes.
7. SHAREHOLDERS' EQUITY
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.
RESTRICTED STOCK
On March 28, 2007, the Board of Directors approved a grant of 1,000 shares of
restricted common stock to each non-employee director as additional
compensation. The award is valued at the grant date fair value, which is the
market price of the underlying common stock. A total of 3,000 shares of
restricted common stock were issued and the related compensation expense of
$98,490 is reflected in the Statement of Income under professional expenses. The
related net tax benefit for the three months ended March 31, 2007 was $58,109.
8. COMMITMENTS AND CONTINGENCIES
At March 31, 2007, there were no contingent obligations or events occurring that
could reasonably be expected to have a material adverse impact on the Company's
consolidated financial statements.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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. 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.
Other sections of this report may include reference to specific factors, which
could adversely impact the Company's business and financial performance.
Moreover, the Company operates in a very competitive and rapidly changing
environment. New risk factors emerge from time to time, and it is not possible
for management to predict all such risk factors, nor can it assess the impact of
known risk factors on the Company business or the extent to which any factor or
combination of factors may cause actual results to differ materially from those
contained in any forward-looking statement. The Company undertakes no obligation
to revise or publicly release the results of any revisions to forward-looking
statements or to identify any new risk factors, which may arise. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual future results.
Investors should also be aware that while the Company does, from time to time,
communicate with securities analysts, it is against the Company's policy to
disclose to them any material, non-public information. Accordingly, investors
should not assume that the Company agrees with any statement or report issued by
any analyst irrespective of the content of the statement or report. Furthermore,
the Company has a policy against issuing or confirming financial forecasts or
projections issued by others. Thus, to the extent that the reports issued by
securities analysts contain any projections, forecasts, or opinions, such
reports are not the responsibility of the Company.
OVERVIEW
Bexil Corporation, a Maryland corporation (the "Company"), is a holding company.
The Company was incorporated in 1996 under the laws of the State of Maryland as
Bull & Bear U.S. Government Securities Fund, Inc., a non-diversified closed-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). In October 1996, the Company's predecessor, a
series of shares of Bull & Bear Funds II, Inc., an open-end management
investment company, transferred its net assets to the Company in exchange for
shares of the Company. The Company changed its name to Bexil Corporation in
1999. In 2002, the Company filed an application with the Securities and Exchange
Commission (the "SEC") to terminate its registration as an investment company
registered under the 1940 Act.
On January 6, 2004, the Company's application with the SEC to terminate its
registration as an investment company was granted. As a result, the Company is
subject to the reporting and other requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and is no longer subject to regulation
under the 1940 Act. The Company's shares are listed on the American Stock
Exchange.
From 2002 until April 28, 2006, Bexil's primary holding was its fifty percent
interest in privately held York Insurance Services Group, Inc. ("York"), an
14
insurance services company. The Company's fifty percent interest in York was
accounted for using the equity method and, therefore, York's financial results
were not consolidated with ours.
On April 28, 2006, the Company consummated the sale of its fifty percent
interest in York to a newly formed entity controlled by a private equity fund
and certain other investors for approximately $39 million in cash and realized a
gain of approximately $37.5 million before income taxes on such sale.
Since the sale of the York shares, the Company has been operating 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. The Company has
not agreed to acquire any business as of the date of this report. Our primary
source of revenue since the sale of York has been from interest and dividend
income earned from U.S. Treasury securities and money market funds. We have no
plans to dissolve and liquidate the Company. We are currently engaged in the
business of evaluating opportunities to develop and acquire long-term acute care
hospitals and other enterprises.
ACQUISITION PARAMETERS
The Company's acquisition parameters for a public company and private business
are
o A proven track record with demonstrated earning power.
o Sales between $10 million and $50 million.
o A seasoned business with solid customer relations.
o Good return (at least 15%) on equity, little or no debt.
o Solid management must remain. Audited financials required.
o Particularly interested in a "spin-off" from a larger company.
We generally are not interested in acquiring (but we may develop) start-ups,
turnarounds, or high tech. We will sign a confidentiality agreement and will
protect broker's sell agreements. If the seller quotes a price, we will respond
promptly.
LONG-TERM ACUTE CARE HOSPITALS
We are currently evaluating opportunities to develop and acquire long-term acute
care hospitals ("LTACHs"). In the fourth quarter we formed Specialty Hospital of
Northeast Mississippi, Inc., a Mississippi corporation, as a wholly owned
subsidiary of the Company to further our plans in this regard, although to date
it is inactive and has no assets, liabilities, shareholders equity, revenues, or
expenses. We are seeking other opportunities in the region. Patients in
long-term acute care hospitals typically suffer from serious and often complex
medical conditions that require a high degree of care. These patients have
specialized needs, and serious and often complex medical conditions such as
respiratory failure, neuromuscular disorders, traumatic brain and spinal cord
injuries, stroke, cardiac disorders, non-healing wounds, renal disorders and
cancer. These patients generally require a longer length of stay than patients
in a general acute care hospital and benefit from being treated in a specialty
hospital that is designed to meet their unique medical needs.
An LTACH business involves a number of risks, some of which are beyond our
control. The risk and uncertainties described below are not the only ones we
face. Additional risks and uncertainties that we do not currently know or that
we currently believe to be immaterial may also adversely affect the LTACH
business. Compliance with changes in federal regulations applicable to long-term
acute care hospitals operated as "hospitals within hospitals" or as "satellites"
will result in increased capital expenditures. Government implementation of
proposed changes to Medicare's method of reimbursing long-term acute care
hospitals may have an adverse effect on the industry's future net operating
revenues and profitability. If there are changes in the rates or methods of
government reimbursements for LTACH services, net operating revenues and
profitability could decline. LTACHs operate in a heavily regulated industry, and
changes in regulations or violations of regulations may result in increased
costs or sanctions that reduce net operating revenues and profitability. Future
acquisitions may use significant resources, may be unsuccessful and could expose
us to unforeseen liabilities. If we fail to establish relationships with the
physicians in key markets, net operating revenues may be adversely affected.
Shortages in qualified nurses or therapists could increase LTACH operating costs
significantly. Competition may limit our ability to acquire LTACHs and adversely
affect our growth. Our future LTACH operations, if any, could be significantly
disrupted if we lose key members of our management team. Significant legal
actions as well as the cost and possible lack of available insurance could
subject us to substantial uninsured liabilities.
15
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's Discussion and Analysis or Plan of Operation is based upon our
condensed consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosures. Management bases its
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
A critical accounting policy is one that is both important to the portrayal of
the Company's financial condition or results of operations and requires
significant judgment or complex estimation process. The Company's significant
accounting policies are described in Note 1 to the audited financial statements
included in with the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2006. The Company believes the following are critical
accounting policies:
INVESTMENT SECURITIES, AVAILABLE-FOR-SALE
Investment securities, available-for-sale are carried at fair value. Realized
gains and losses are included in investment income based on specific
identification. Unrealized gains and losses are recorded net of tax as part of
accumulated other comprehensive income until realized. We regularly review
investment securities for other-than-temporary impairment based on both
quantitative and qualitative criteria that include the extent to which cost
exceeds market value, the duration of that market decline, our intent and
ability to hold to maturity or until forecasted recovery, and the financial
health of and specific prospects for the issuer. Unrealized losses that are
other-than-temporary are recognized in earnings. At March 31, 2007,
substantially all of the value of the securities are invested in a US Treasury
Note.
STOCK-BASED COMPENSATION
The Company accounts for stock option grants in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 123R "Share-Based Payment." All
stock options granted have exercise prices equal to the market value of stock on
the date of grant. Accordingly, the Company records the fair value of these
options using a Black-Scholes option pricing model. The Black-Scholes option
pricing model takes into account variables such as volatility, dividend yield,
and the risk-free interest rate. Although the initial fair value of stock
options is not adjusted after the grant date, changes in the Company's
assumptions may change the value and therefore, the expense related to future
stock options. For example, increases or decreases in the assumed volatility
will cause the option to increase or decrease, respectively.
RESULTS OF OPERATIONS
REVENUE. Revenue decreased $3,000 for the three months ended March 31, 2007,
compared to 2006. In 2006, revenue consisted of fees earned from York for board
of directors meeting attendance all of which ceased as a result of the sale of
our fifty percent interest in York in April 2006.
EXPENSES. Total expenses increased approximately $8,000 for the three months
ended March 31, 2007, compared to 2006.
Compensation and benefits increased approximately $9,000 for the three months
ended March 31, 2007, compared to 2006, due to annual salary increases.
Compensation and benefit costs generally consist of salaries, payroll taxes,
incentive compensation, stock based compensation, and health and welfare
benefits.
Professional expenses, which generally consist of costs for audit, legal,
non-employee directors' , and other professional services, increased
approximately $11,000 for the three months ended March 31, 2007, compared to
2006. The increase was due to higher non-employee director compensation of
approximately $111,000 which included a grant of restricted common stock with a
fair value of approximately $100,000. The increase in directors' compensation
was partially offset by lower audit, legal, and other professional fees of
approximately $100,000 for the three months ended March 31, 2007, compared to
2006. The decrease in audit, legal, and other professional fees was attributable
to costs incurred in 2006 leading up to the sale of York.
16
INTEREST AND DIVIDEND INCOME. Our investments in securities including U.S.
Treasury obligations and money market funds at March 31, 2007 increased
approximately $25,000,000, compared to 2006. As a result, dividend and interest
income earned increased approximately $306,000 for the three months ended March
31, 2007, compared to 2006.
YORK. For the three months ended March 31, 2006, we recognized equity in the
earnings of York of approximately $1,072,000.
Net loss was $18,333 or $0.02 per share on a diluted basis in 2007 compared to
net income of $466,353 or $0.50 per share on a diluted basis in 2006.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement 109" ("FIN
48") which clarifies the accounting for uncertainty in income taxes recognized
in a company's financial statements in accordance with SFAS 109. FIN 48 requires
the Company to recognize in the financial statements, the impact of a tax
position, if that position is more likely than not to be sustained on audit,
based on the technical merits of the position. The provisions of FIN 48 are
effective as of the beginning of our 2007 fiscal year, with the cumulative
effect of the change in accounting principle recorded as an adjustment to
opening retained earnings. The effect of FIN 48 had no impact on the Company's
retained earnings or 2007 income from operations.
In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, "Fair Value Measurements" ("SFAS 157") to address inconsistencies in
the definition and determination of fair value pursuant to generally accepted
accounting principals ("GAAP"). SFAS 157 provides a single definition of fair
value, establishes a framework for measuring fair value in GAAP and expands
disclosures about fair value measurements in an effort to increase comparability
related to the recognition of market-based assets and liabilities and their
impact on earnings. SFAS 157 is effective for interim financial statements
issued during the fiscal year beginning after November 15, 2007.
LIQUIDITY AND CAPITAL RESOURCES
Historically, we have had adequate liquidity to fund our operations. In
management's opinion, we should have adequate amounts of cash to meet our
anticipated obligations. At March 31, 2007, the Company had positive working
capital of $37,937,663, total assets of $38,377,973, no long term debt, and
shareholders equity of $38,011,275.
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.
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, 2007. However, on April
3, 2007, the Company filed an Amendment No. 1 on Form 10-KSB/A to its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2006, as filed with
the SEC on April 2, 2007, to amend Item 13 to update the exhibit list and to
file as Exhibit 23.1 the consent of Tait, Weller & Baker LLP which was omitted
from the original filing of the Annual Report on Form 10-KSB.
17
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
On March 28, 2007, the Board of Directors approved a grant of 1,000 shares of
restricted common stock to each non-employee director as additional
compensation. The award is valued at the grant date fair value which is the
market price of the underlying common stock. A total of 3,000 shares of
restricted common stock were issued to the non-employee directors and the
related compensation expense was $98,490. The issuance was exempt from
registration under Section 4(2) of the Securities Act of 1933, as amended.
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
18
SIGNATURES
Pursuant to the requirements of Section 13 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
May 14, 2007 By: /s/ Thomas O'Malley
-------------------
Thomas O'Malley
Chief Financial Officer and Chief Accounting Officer
19
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 consolidated financial statements, and other
financial information included in this annual 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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the small business issuer and have:
a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) [omitted in accordance with SEC Release Nos. 33-8238 and 34-47986];
c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
/s/ Thomas B. Winmill
-------------------------
Thomas B. Winmill
Chief Executive Officer
Date: May 14, 2007
20
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 consolidated financial statements, and other
financial information included in this annual 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)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
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 issuers internal
control over financial reporting that occurred during the small business issuers
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the small business issuers' internal control over
financial reporting; and
5. The small business issuer's other certifying officer 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
small business issuer's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.
/s/ Thomas O'Malley
-------------------------
Thomas O'Malley
Chief Financial Officer
Date: May 14, 2007
21
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 (the "Company") on
Form 10-QSB for the period ended March 31, 2007 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 14, 2007
22
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 (the "Company") on
Form 10-QSB for the period ended March 31, 2007 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 14, 2007
23