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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-QSB
--------------------
(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the quarterly period
ended September 30, 2006
|_| Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period
from ___________ to ___________
Commission File Number 001-12233
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Bexil Corporation
(Name of small business issuer in its charter)
--------------------
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
November 14, 2006: Common Stock, par value $.01 per share - 883,592 shares.
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1
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Condensed Balance Sheet at September 30, 2006 3
Condensed Statements of Income 4
- Three months ended September 30, 2006 and 2005
- Nine months ended September 30, 2006 and 2005
Condensed Statement of Shareholders' Equity at September 30, 2006 5
Condensed Statements of Cash Flows
- Nine months ended September 30, 2006 and 2005 6
Notes to Condensed Financial Statements 7
Item 2. Management's Discussion and Analysis or Plan of Operation 15
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 19
CERTIFICATION SIGNATURES 20
2
BEXIL CORPORATION
CONDENSED BALANCE SHEET
September 30, 2006
(Unaudited)
--------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 594,063
Investment securities, available-for-sale 39,109,451
Receivables:
Refundable income taxes 811,239
Interest 157,562
Other 4,126
-------------------
Total current assets 40,676,441
-------------------
Total assets $ 40,676,441
===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 234,683
Income taxes payable 3,053,750
-------------------
Total current liabilities 3,288,433
-------------------
Commitments and contingencies (Note 10) -
Shareholders' equity
Common stock, $0.01 par value, 9,900,000 shares authorized,
883,592 shares issued and outstanding 8,836
Series A participating preferred stock, $0.01 par value, 100,000
shares authorized, -0- shares issued and outstanding -
Additional paid-in capital 12,821,828
Accumulated other comprehensive income 16,405
Retained earnings 24,540,939
-------------------
Total shareholders' equity 37,388,008
-------------------
Total liabilities and shareholders' equity $ 40,676,441
===================
See notes to these unaudited condensed financial statements.
3
BEXIL CORPORATION
CONDENSED STATEMENTS OF INCOME
--------------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
2006 2005 2006 2005
(unaudited) (unaudited) (unaudited) (unaudited)
-------------------------------------------------------------------------------------------------------------------------
Revenues
Dividends and interest $ 573,264 $ 37,992 $ 1,144,520 $ 67,615
Consulting and other - 38,500 5,000 131,000
------- ------ ----- -------
573,264 76,492 1,149,520 198,615
------- ------ --------- -------
Expenses
Compensation and benefits 190,536 124,606 577,658 372,053
Professional 76,792 125,665 379,036 298,403
General and administrative 65,166 46,590 146,664 140,197
------ ------ ------- -------
332,494 296,861 1,103,358 810,653
------- ------- --------- -------
Income (loss) before income taxes and equity
in earnings (loss) of York Insurance
Services Group, Inc. 240,770 (220,369) 46,162 (612,038)
Income tax expense 110,150 124,555 159,138 92,935
Equity in earnings (loss) of York Insurance
Services Group, Inc. - 954,127 (733,748) 2,134,590
Gain on sale of York Insurance Services
Group, Inc., net of taxes - - 22,651,248 -
--------- --------- ---------- ---------
Net income $ 130,620 $ 609,203 $ 21,804,524 $ 1,429,617
=========== ========= ============ ===========
Per share net income:
Basic $ 0.15 $ 0.69 $ 24.71 $ 1.63
Diluted $ 0.14 $ 0.69 $ 23.69 $ 1.63
Average shares outstanding:
Basic 883,592 879,592 882,537 879,592
Diluted 915,409 879,592 920,289 879,592
See notes to these unaudited condensed financial statements.
4
BEXIL CORPORATION
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
--------------------------------------------------------------------------------
Accumulated
Additional Other Total
Common Paid in Retained Comprehensive Shareholders'
Stock Capital Earnings Income Equity
----------- ---------------- ----------------- ------------------- -------------------
Balance at December 31, 2005,
879,592 common shares $ 8,796 $12,642,163 $ 3,620,007 $ - $ 16,270,966
Comprehensive income
Net income - - 21,804,524 - 21,804,524
Change in unrealized security holding
gains, net of taxes - - - 16,405 16,405
-------------------
Total comprehensive income 21,820,929
-------------------
4,000 common shares issued upon option
exercise under incentive compensation plan 40 86,320 - - 86,360
Stock-based compensation expense - 93,345 - - 93,345
Dividends paid - - (883,592) - (883,592)
----------- ---------------- ----------------- ------------------- -------------------
Balance at September 30, 2006,
883,592 common shares $ 8,836 $12,821,828 $24,540,939 $ 16,405 $ 37,388,008
=========== ================ ================= =================== ===================
See notes to these unaudited condensed financial statements.
5
BEXIL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
Nine months ended
September 30,
2006 2005
(unaudited) (unaudited)
--------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
Net income $ 21,804,524 $ 1,429,617
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Gain on sale of York Insurance Services Group, Inc. (35,561,915) -
Equity in loss (earnings) of York Insurance Services Group, Inc. 733,748 (2,134,590)
Decrease (increase) in deferred taxes 1,102,448 (75,899)
Non-cash stock compensation 93,345 -
Accretion of discount on investment in security (839,400) -
Proceeds from sale of York Insurance Services Group, Inc. 38,864,121 -
Bonuses and other net transactions costs paid upon consummation
of the sale of York Insurance Services Group, Inc. (2,170,728) -
Dividend received from York Insurance Services Group, Inc. - 2,670,691
Increase in refundable income taxes (811,239) -
Increase in interest receivable (157,562) -
Increase in other assets - 40,668
(Decrease) increase in accounts payable and accrued expenses (334,601) 83,905
Increase in income taxes payable 2,825,632 -
--------- ---------
Net cash provided by operating activities 25,548,373 2,014,392
---------- ---------
Cash flows from investing activities
Purchases of investment securities (85,963,913) -
Proceeds from sale of investment security 47,718,000 -
---------- ----------
Net cash used in investing activities (38,245,913) -
----------- ----------
Cash flows from financing activities
Dividend paid (883,592) -
Proceeds from exercise of common stock options 86,360 -
----------- ----------
Net cash used in financing activities (797,232) -
----------- ----------
Net (decrease) increase in cash and cash equivalents (13,494,772) 2,014,392
----------- ---------
Cash and cash equivalents
Beginning of period 14,088,835 3,601,311
---------- ---------
End of period $ 594,063 $ 5,615,703
========= ===========
Supplemental disclosure:
Income taxes paid $ 9,952,964 $ 105,525
See notes to these unaudited condensed financial statements.
6
BEXIL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2006
(Unaudited)
--------------------------------------------------------------------------------
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business and Organization
Bexil Corporation (the "Company"), a Maryland corporation, is a holding company.
From 2002 until April 28, 2006, our primary holding was a fifty percent interest
in York Insurance Services Group, Inc. ("York"), an insurance services business
process sourcing company. On April 28, 2006, we consummated the sale of our
fifty percent interest in York to a newly formed entity controlled by a private
equity fund and certain other investors for approximately $39 million in cash.
We have 10 employees, 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 financial statements are prepared in accordance with generally accepted
accounting principles in the United States of America, which require the use of
estimates. Actual results may vary from those estimates. Certain comparative
amounts for the prior year have been reclassified to conform to the fiscal year
2006 financial statement presentation. Such reclassifications did not affect
total revenues, operating income, or net income.
The unaudited interim financial information contained in these condensed
financial statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 2005,
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 September 30, 2006, the Company held approximately $571,000 in
money market fund investments.
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.
7
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" ("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.
Reporting Segment
The Company accounts for its operations in accordance with FASB No. 131,
"Disclosures about Segments of an Enterprise and Related Information." No
segment disclosures have been made as the Company considers its business
activities as a single segment.
Earnings Per Share
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed by
applying the treasury stock method where the weighted average number of common
shares outstanding is adjusted for the incremental shares attributed to
potentially dilutive securities including outstanding exercisable options to
purchase common stock during the period. The following table sets forth the
computation of basic and diluted earnings per share:
Three months ended Nine months ended
September 30, September 30,
2006 2005 2006 2005
--------------------------------------------------------------------------------------------------------------------------
Net income $ 130,620 $ 609,203 $ 21,804,524 $ 1,429,617
======= ======= ========== =========
Weighted-average shares outstanding - basic 883,592 879,592 882,537 879,592
Incremental shares from assumed conversions:
Stock options under incentive compensation plan 31,817 - 37,752 -
------ ------ ------ ------
Weighted-average shares outstanding - diluted 915,409 879,592 920,289 879,592
======= ======= ======= =======
Per share net income:
Basic $ 0.15 $ 0.69 $ 24.71 $ 1.63
Diluted $ 0.14 $ 0.69 $ 23.69 $ 1.63
Dilutive securities consisting of stock options were excluded if their effect
was anti-dilutive. For both the three and nine months ended September 30, 2006,
there were no potentially antidilutive stock options. For both the three and
nine months ended September 30, 2005, 143,000 options to purchase common stock
were excluded from the computation of diluted earnings per share because their
effect would have been anti-dilutive.
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 is effective for fiscal years beginning after December 15, 2006, and
prescribes a recognition threshold and measurement attributes for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The Company is currently analyzing the impact this
interpretation will have on its financial condition, results of operations,
cash flows, and disclosures.
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.
In September 2006, the SEC Office of the Chief Accountant and Divisions of
Corporation Finance and Investment Management released Staff Accounting Bulletin
Number 108 ("SAB No. 108"), "Considering the Effects of Prior Year Misstatements
when Quantifying Misstatements in Current Year Financial Statements," which
provides interpretive guidance on how effects of the carryover or reversal of
prior year misstatements should be considered in quantifying a current year
misstatement. The SEC staff believes that registrants should quantify errors
using both a balance sheet and an income statement approach and evaluate whether
either approach results in quantifying a misstatement that, when all relevant
quantitative and qualitative factors are considered, is material. This guidance
is effective for fiscal years ending after November 15, 2006. The Company does
not expect the adoption of SAB No. 108 to have a material impact on its
financial position, results of operations, or cash flows.
2. SALE OF YORK INSURANCE SERVICES GROUP, INC.
On April 27, 2006, the Company's stockholders voted to approve the sale of its
fifty percent interest in York to a newly formed entity controlled by a private
equity fund and certain other investors; the sale was consummated on April 28,
2006. The Company recognized a gain from the sale of $35,561,915 before taxes.
The net gain after taxes of $22,651,249 consists of the cash proceeds paid by
the buyer of $38,864,121 plus a consulting fee and expense reimbursement
received from York of $138,500 less the Company's carrying value in York of
$1,131,478, closing costs of $2,309,228 consisting of employee bonus awards of
$1,909,228, and other costs of $400,000, and income taxes of $12,910,666.
Prior to the sale, the Company's fifty percent interest in York was accounted
for using the equity method and, therefore, York's financial results were not
consolidated with ours. Summarized unaudited condensed financial information for
York for the four month period ended April 30, 2006 and the nine months ended
September 30, 2005 are as follows:
8
York Insurance Services Group, Inc. Four Month Period Nine Months
Summarized Condensed Financial Information Ended Ended
(Unuadited) April 30, 2006 September 30, 2005
------------------------------------------------------ ----------------------- -----------------------
Revenues $ 30,345,914 $ 51,357,653
Expenses 25,131,225 44,529,657
Net income (loss) (1,467,496) 4,269,181
Working capital n/a 12,820,028
Total assets n/a 29,309,281
Total liabilities n/a 11,534,510
Shareholder's equity (deficit) n/a 17,774,771
3. INCENTIVE COMPENSATION PLAN
In 2004, the Company's shareholders approved the adoption of the 2004 Incentive
Compensation Plan (the "Plan"), which provides for the granting of a maximum of
175,918 options to purchase common stock to directors, officers and key
employees of the Company or its affiliates. The option price per share may not
be less than the fair value of such shares on the date the option is granted,
and the maximum term of an option may not exceed 5 years. The vesting period is
three years of service.
Effective January 1, 2006, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 123(R) "Share-Based Payment" and began recognizing
compensation expense for its share-based payments based on the fair value of the
awards. Share-based payments include stock option grants under the Plan. SFAS
123(R) requires share-based compensation expense recognized since January 1,
2006, to be based on the following: a) grant date fair value estimated in
accordance with the original provisions of SFAS 123 for unvested options granted
prior to the adoption date; and b) grant date fair value estimated in accordance
with the provisions of SFAS 123(R) for unvested options granted subsequent to
the adoption date. Prior to January 1, 2006, the Company accounted for
share-based payments using the intrinsic-value-based recognition method
prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees," and SFAS 123, "Accounting for Stock-Based
Compensation." As options were granted at an exercise price equal to the market
value of the underlying common stock on the date of grant, no stock-based
employee compensation cost was reflected in net income prior to adopting SFAS
123(R). As the Company adopted SFAS 123(R) under the
modified-prospective-transition, results from prior periods have not been
restated. The following table illustrates the effect on net income and earnings
per share for the three months and nine months ended September 30, 2005 had
compensation expense been recognized based upon the estimated fair value on the
grant date of the awards, in accordance with SFAS 123.
Three Months Ended Nine Months Ended
September 30, 2005 September 30, 2005
-------------------------- --------------------------
Net income - as reported $ 609,203 $ 1,429,617
Less total stock option expense determined under
fair value method, net of related tax effects (20,636) (74,136)
-------------------------- --------------------------
Pro forma net income $ 588,567 $ 1,355,481
========================== ==========================
Earnings per share - Basic:
As reported $ 0.69 $ 1.63
Pro forma $ 0.67 $ 1.54
Earnings per share - Diluted:
As reported $ 0.69 $ 1.63
Pro forma $ 0.67 $ 1.54
9
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 (affecting compensation expenses and taxes) in the amount of
$26,200 and $93,345 related to stock options for the three months and nine
months ended September 30, 2006, respectively, than if the Company had continued
to account for share-based compensation under APB 25. For the three months and
nine months ended September 30, 2006, this additional share-based expense
lowered pre-tax earnings by $26,200 and $93,345,respectively, lowered net income
by $16,768 and $59,740, respectively, and lowered basic earnings per share by
$0.02 and $0.07, respectively.
The following schedule shows all options granted, exercised, expired, and
exchanged under the Plan as of December 31, 2005.
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. The maximum term of an option may not exceed 5 years and 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 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
did not award any options during the nine months ended September 30, 2006.
The key assumptions used in determining the fair value of options granted by
applying the Black-Scholes option pricing valuation model in 2005 and a summary
of the methodology applied to develop each assumption are as follows:
Expected price volatility 49 - 51%
Risk-free interest rate 4.11 - 4.49%
Weighted average expected lives in years 5
Forfeiture rate 0%
Dividend yield 0%
10
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.
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
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. On December 29, 2005, the
Board of Directors authorized a special dividend of $1.00 per share contingent
upon the closing of the York sale. The sale closed on April 28, 2006, and the
dividend was paid to stockholders on May 31, 2006. The expected dividend yield
is based on the Company's current dividend yield and the best estimate of
projected dividend yields for future periods within the expected life of the
option.
The Company generally issues new shares when options are exercised. A summary of
stock option activity since our most recent fiscal year end is as follows:
Shares Under Weighted Average Total
Option Exercise Price Price
---------------------------------------------- -----------------------
Balance, December 31, 2005 144,000 $ 21.45 $ 3,088,800
Granted - $ - $ -
Exercised (4,000) $ 21.59 $ (86,360)
Forfeited (1,000) $ 21.59 $ (21,590)
-----------------------
Balance, September 30, 2006 139,000 $ 21.44 $ 2,980,160
=======================
The following table summarizes information about stock options outstanding as of
September 30, 2006:
Weighted-Average
Remaining Weighted-Average
Range of Options Contractual Life Weighted-Average Options Exercise Price of
Exercise Price Outstanding (in years) Exercise Price Exercisable Exercisable Options
---------------------- --------------- --------------------- --------------------- -------------- -----------------------
$ 16.30 - $ 19.50 28,000 3.23 $ 17.04 21,000 $ 16.37
$ 21.59 - $ 24.00 111,000 2.53 $ 22.56 83,476 $ 22.34
--------------- --------------
139,000 2.67 $ 21.44 104,476 $ 21.14
=============== ==============
At September 30, 2006, the aggregate intrinsic value of all outstanding options
was $1,422,183 with a weighted average remaining contractual term of 2.67 years.
The total compensation cost related to non-vested awards not yet recognized was
$104,531 with an expense recognition period of approximately 2 years.
11
On February 21, 2006, pursuant to a Post-Effective Amendment filing to a
registration statement filed on Form S-8 under the Securities Act of 1933, the
Plan was amended to correct a defect in the Plan regarding the circumstances in
which a participant may exercise an option after the date the employment of the
participant is terminated by the Company other than for cause.
4. 401(k) PLAN
The Company participates in a 401(k) retirement plan for substantially all of
its qualified employees. The plan is sponsored by an affiliate of the Company,
Winmill & Co. Incorporated ("Winco"). Company matching expense is based upon a
percentage of contributions to the plan by eligible employees and are accrued
and funded on a current basis. Matching expense for the three months ended
September 30, 2006 and 2005 was $2,267 and $5,476, respectively. Matching
expense for the nine months ended September 30, 2006 and 2005 was $15,050 and
$16,428, respectively.
5. INVESTMENT IN SECURITIES
Investment securities at September 30, 2006, consisted of the following:
Amortized Gross Unrealized Fair
Cost Gains Losses Value
---------------------------------------------------------------------------------------------------------------------
Investment securites, available-for-sale
U.S.Treasury Note due August 2008 $39,082,215 $25,815 $ - $39,108,030
Global Income Fund, Inc. 1,605 - (184) 1,421
----- ---- ---- -----
Total $39,083,820 $25,815 $ (184) $39,109,451
=========== ======= ====== ===========
Global Income Fund, Inc. ("GIF") is a closed-end investment company advised by
CEF Advisers, Inc. which is a wholly owned subsidiary of Winco. The gross
unrealized loss on GIF at September 30, 2006, was deemed to be temporary in
nature.
6. INCOME TAXES
The income tax provision (benefit) is comprised of the following:
Three Months Ended Nine Months Ended
September 30, September 30,
2006 2005 2006 2005
-------------------------------------------------------------------------------
Current provision:
Federal $85,672 $ - $10,585,672 $ -
State and local 24,478 136,560 1,381,685 168,835
-------------------------------------------------------------------------------
Total current provision 110,150 136,560 11,967,357 168,835
-------------------------------------------------------------------------------
Deferred provision (benefit):
Net operating loss and capital losses - (90,243) 1,102,448 (250,936)
Equity in earnings of York - 78,238 - 175,036
-------------------------------------------------------------------------------
Total deferred provision (benefit) - (12,005) 1,102,448 (75,900)
-------------------------------------------------------------------------------
Total provision for income taxes $110,150 $124,555 $13,069,805 $92,935
===============================================================================
In 2006, the difference between the U.S. federal statutory income tax rate and
our effective rate is due to non-deductible compensation and state and local
income taxes. In 2005, the difference between the U.S. federal statutory income
tax rate and our effective tax rate was due to the dividends received exclusion
(80%) on the equity in the earnings of York, which was an unconsolidated
affiliate.
The estimated effective income tax rates for the three and nine months ended
September 30, 2006 do not necessarily reflect the anticipated effective income
tax rate for the 2006 year. Throughout the year, the Company will re-evaluate
its estimated annual effective income tax rate and make adjustments as
necessary.
The Company utilized net operating loss carryforwards of $2,323,204 to offset
tax expense for the nine months ended September 30, 2006.
7. RELATED PARTIES
Certain officers of the Company also serve as officers and/or directors of
Winco, Tuxis Corporation ("Tuxis"), and their affiliates (collectively with
Bexil, the "Affiliates"). At September 30, 2006, Winco's wholly owned
subsidiary, Investor Service Center, Inc., owned 222,644 shares of the Company
and 234,665 shares of Tuxis, or 25% and 24%, respectively, of the outstanding
common stock. Winco's wholly owned subsidiary, Midas Management Corporation
("MMC"), acts as "master" payer of compensation and benefits of Affiliate
employees. At September 30, 2006, the Company had a reimbursement payable to MMC
for compensation and benefits of $5,312.
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 $28,399 and $24,000 for the three months ended September
30, 2006 and 2005, respectively, and $78,397 and $72,000 for the nine months
ended September 30, 2006 and 2005, respectively.
The Company earned fees of $0 and $37,500 from York for consulting services and
for service on York's board of directors for the three months ended September
30, 2006 and 2005, respectively, and $105,000 and $122,500 for the nine months
ended September 30, 2006 and 2005, respectively.
At September 30, 2006, the Company had $100,159 invested in Midas Dollar
Reserves, Inc. ("MDR"), a money market fund advised by MMC and $1,421 invested
in GIF which is advised by CEF. The Company earned dividends from the
investments of $184 and $259 for the three and nine months ended September 30,
2006, respectively. Certain officers and directors of the Company are officers
and/or directors of MDR and GIF.
On December 22, 2005, the Company entered into an expense sharing agreement with
York and the other fifty percent stockholder of York for interest and other
expenses related to a bank loan obtained by and for use by York. The expense
sharing agreement had a limited duration of approximately six months and
effectively ended upon the closing of the York sale transaction on April 28,
2006. The loan was for $15,000,000 bearing interest at LIBOR plus 1.5%. The
Company paid 50% of the interest expense and two-thirds of other agreed upon
expenses under the expense sharing agreement. The Company incurred expenses of
approximately $281,000 related to the expense sharing agreement.
On April 28, 2006, pursuant to the authorization of the Governance,
Compensation, and Nominating Committee of the Board of Directors, the Company
paid employee bonuses of approximately $1.9 million upon the consummation of the
sale of its interest in York.
8. DIVIDEND
On December 29, 2005, the Company's Board of Directors authorized a special
dividend to stockholders of $1.00 per share of the common stock contingent upon
the closing of the sale of the Company's interest in York. The special dividend
of $883,592 was paid on May 31, 2006 to stockholders of record on May 15, 2006.
9. STOCKHOLDER RIGHTS PLAN
The Board of Directors has adopted a stockholder rights plan. To implement the
rights plan, the Board of Directors declared a dividend distribution of one
right for each outstanding share of Bexil common stock, par value $.01 per
share, to holders of record of the shares of common stock at the close of
business on November 21, 2005. Each right entitles the registered holder to
purchase from Bexil one one-thousandth of a share of preferred stock, par value
$.01 per share. The rights were distributed as a non-taxable dividend and will
expire on November 21, 2015. The rights are evidenced by the underlying Bexil
common stock, and no separate
13
preferred stock purchase rights certificates were distributed. The rights to
acquire preferred stock will become exercisable only if a person or group, other
than certain exempt persons, acquires or commences a tender offer for 10% or
more of Bexil's common stock. If a person or group, other than certain exempt
persons, acquires or commences a tender offer for 10% or more of Bexil's common
stock, each holder of a right, except the acquirer, will be entitled, subject to
Bexil's right to redeem or exchange the right, to exercise, at an exercise price
of $67.50, the right for one one-thousandth of a share of Bexil's newly-created
Series A Participating Preferred Stock, or the number of shares of Bexil common
stock equal to the holder's number of rights multiplied by the exercise price
and divided by 50% of the market price of Bexil's common stock on the date of
the occurrence of such an event. Bexil's Board of Directors may terminate the
rights plan at any time or redeem the rights, for $0.01 per right, at any time
before a person acquires 10% or more of Bexil's common stock.
On November 10, 2005, the Board of Directors authorized the reclassification of
100,000 unissued shares of common stock of the Company (from among the
10,000,000 shares of common stock, $0.01 par value, of the Company which are
authorized) into 100,000 shares of Series A Participating Preferred Stock, par
value $0.01 per share, of the Company.
10. COMMITMENTS AND CONTINGENCIES
At September 30, 2006, there were no contingent obligations or events occurring
that could reasonably be expected to have a material adverse impact on the
Company's financial statements.
On January 11, 2006, the staff of the Market Regulation Department of the
National Association of Securities Dealers ("NASD"), on behalf of the American
Stock Exchange ("AMEX"), commenced a review of trading in the Company's common
stock surrounding the December 27, 2005, announcement that the Company had
entered into an agreement to sell its fifty percent interest in York. In
connection with this review, the NASD requested that the Company provide certain
information regarding the events that preceded the corporate disclosure.
Pursuant to Section 132(e) of the AMEX Company Guide, a listed company is
required to furnish such information, as the AMEX shall reasonably request.
Failure to comply may subject a listed company to suspend dealings in its
securities or removal from listing pursuant to AMEX Company Guide Section 1003.
This inquiry should not be construed as an indication that the NASD has
determined that any violations of AMEX rules or Federal Securities laws have
occurred, or as a reflection upon the merits of the securities involved or upon
any person who effected transactions in such securities. The Company provided
the NASD with all of the information requested on March 29, 2006. The NASD has
not communicated any findings to the Company at this time.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward Looking Information
Information or statements provided by or on behalf of the Company from time to
time, including those within this Quarterly Report on Form 10-QSB 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.
14
Forward-looking statements may be identified, without limitation, by the use of
such words as "anticipates," "estimates," "expects," "intends," "plans,"
"predicts," "projects," "believes," or words or phrases of similar meaning.
Forward-looking statements include risks and uncertainties, which could cause
actual results or outcomes to differ materially from those expressed in the
forward-looking statements. In addition to other factors and matters discussed
elsewhere herein, some of the important facts that could cause actual results to
differ materially from those discussed in the forward-looking statements include
the following: No businesses to acquire or develop have been identified by the
Company at this time. We have no plans to dissolve and liquidate the Company.
The Company cannot predict what changes to its present business or operations
would result from the sale of the York shares. We may decide to use most of the
proceeds from the sale to start up and develop a business or to explore other
alternatives, such as an acquisition of, or business combination with, another
entity or entities. At this time our Board of Directors has not made any
decision to pursue any of these options. The risks included above are not
exhaustive.
Other sections of this report may include reference to the additional factors,
which could adversely impact the Company's business and financial performance.
Moreover, the Company operates in a very competitive and rapidly changing
environment. New risk factors emerge from time to time, and it is not possible
for management to predict all such risk factors, nor can it assess the impact of
known risk factors on the Company business or the extent to which any factor or
combination of factors may cause actual results to differ materially from those
contained in any forward-looking statement. The Company undertakes no obligation
to revise or publicly release the results of any revisions to forward-looking
statements or to identify any new risk factors, which may arise. Given these
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual future results.
Investors should also be aware that while the Company does, from time to time,
communicate with securities analysts, it is against the Company's policy to
disclose to them any material, non-public information. Accordingly, investors
should not assume that the Company agrees with any statement or report issued by
any analyst irrespective of the content of the statement or report. Furthermore,
the Company has a policy against issuing or confirming financial forecasts or
projections issued by others. Thus, to the extent that the reports issued by
securities analysts contain any projections, forecasts, or opinions, such
reports are not the responsibility of the Company.
Overview
Bexil Corporation, a Maryland corporation (the "Company"), is a holding company.
We have 10 employees, none of whom are full time.
The Company was incorporated in 1996 under the laws of the State of Maryland as
Bull & Bear U.S. Government Securities Fund, Inc., a non-diversified closed-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"). In October 1996, the Company's predecessor, a
series of shares of Bull & Bear Funds II, Inc., an open-end management
investment company, transferred its net assets to the Company in exchange for
shares of the Company. The Company changed its name to Bexil Corporation in
1999. In 2002, the Company filed an application with the Securities and Exchange
Commission (the "SEC") to terminate its registration as an investment company
registered under the 1940 Act.
On January 6, 2004, the Company's application with the SEC to terminate its
registration as an investment company was granted. As a result, the Company is
subject to the reporting and other requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and is no longer subject to regulation
under the 1940 Act. The Company's shares are listed on the American Stock
Exchange.
From 2002 until April 28, 2006, Bexil's primary holding was its fifty percent
interest in privately held York Insurance Services Group, Inc. ("York"). York is
an insurance services 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.
15
On April 28, 2006, the Company consummated the sale of its fifty percent
interest in York to a newly formed entity controlled by a private equity fund
and certain other investors for approximately $39 million in cash and realized a
gain before income taxes of approximately $36 million.
Operations after the Sale of York Shares
The Company is seeking to acquire and/or develop one or more businesses. There
are no limits on the types of businesses or fields in which the Company may
devote its assets. No businesses to acquire or develop have been identified by
the Company at this time. We have no plans to dissolve and liquidate the
Company. We may decide to use most of the proceeds from the sale to start up and
develop a business or to explore other alternatives, such as an acquisition of,
or business combination with, another entity or entities. At this time our Board
of Directors has not made any decision to pursue any of these options.
Liquidity and Capital Resources
At September 30, 2006, the Company had positive working capital of $37,388,008,
total assets of $40,676,441, no long-term debt, and shareholders' equity of
$37,388,008.
Management knows of no contingencies that are reasonably likely to result in a
material decrease in the Company's liquidity or that are likely to materially
adversely affect the Company's capital resources.
Results of Operations
Revenue. Revenue increased approximately $497,000 and $951,000 for the three
months and nine months ended September 30, 2006, respectively, compared to 2005
mainly due to an increase in dividend and interest income. Cash balances
increased over the same period due to the proceeds from the sale of York on
April 28, 2006 and to dividends received from York in 2005.
Expenses. Total expenses increased approximately $36,000 and $293,000 for the
three months and nine months ended September 30, 2006, respectively, compared to
2005.
Compensation and benefits increased approximately $66,000 and $206,000 for the
three months and nine months ended September 30, 2006, respectively, compared to
2005. The Company recognized approximately $26,000 and $93,000 in compensation
expense for unvested stock options due to the adoption of SFAS 123(R) for the
three months and nine months ended September 30, 2006, respectively.
Compensation also increased due to an increase in jointly used administrative
and support functions incurred by Winco and allocated to the Company.
Professional expenses decreased approximately $49,000 and increased
approximately $81,000 for the three months and nine months ended September 30,
2006, respectively compared to 2005. The variances are attributable to the
timing of expenses incurred leading up to the York sale transaction partially
offset by lower audit and legal expenses in 2006 compared to 2005.
York. In 2006, the Company recognized a loss in the earnings of York of
approximately $734,000. This was attributable to expenses incurred by York
leading up to the sale transaction. The Company consummated the sale of its
fifty percent interest in York in April 2006 and realized a net after-tax gain
of approximately $23,000,000. The net after-tax gain consisted of proceeds of
approximately $39,000,000 less the Company's carrying value in York of
approximately $1,100,000, closing costs including employee bonus awards of
approximately $2,200,000, and income taxes of approximately $13,000,000.
Net income was $21,804,524 or $23.69 per share on a diluted basis for the nine
months ended September 30, 2006, compared to net income of $1,429,617 or $1.63
per share on a diluted basis for the nine months ended September 30, 2005.
16
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 not effective as of September 30, 2006, because of
the deficiencies outlined below.
On August 14, 2006, the Company inadvertently filed its Quarterly Report on Form
10-QSB for the quarter ended June 30, 2006 (the "Report") before all pending
edits and reviews were completed. Because the edits and review procedures had
not been completed and further changes in the financial statements were
necessitated because of such reviews, the Company's Chief Financial Officer
determined that the Company's financial statements for the quarter ended June
30, 2006 as filed should not be relied upon. On August 16, 2006, an amended
Quarterly Report on Form 10-QSB/A ("Form 10-QSB/A-1") was filed to correct
certain errors in the Quarterly Report on Form 10-QSB, which was filed on August
14, 2006. The circumstances surrounding the inadvertent filing and a description
of the edits which had not been completed are described in the Company's Current
Report on Form 8-K dated August 16, 2006, and filed with the SEC on the same
date.
On November 10, 2006, the Company's Chief Financial Officer determined that the
Company's financial statements for the quarter ended June 30, 2006, filed on
Form 10-QSB/A-1 should not be relied upon. Management determined that
deficiencies within its disclosure controls and procedures including internal
control over financial reporting existed that related to the following (1) the
controls over the estimating of income taxes through the application of SFAS 109
as disclosed in Note 6 to the unaudited financial statements on Form 10-QSB/A-1
for the quarter ended June 30, 2006 did not operate effectively, and (2) the
classification error of recording the dividend payment as a reduction of
additional paid in capital instead of a reduction of retained earnings.
Changes in Internal Controls
The Company has adopted the following administrative procedural control to help
preclude repetition of the error that occurred on August 14, 2006, with respect
to the inadvertent SEC filing. As such, no SEC filings by the Company shall be
transmitted until the staff person EDGARizing the document has 1) obtained the
signed and dated authorization from the Company's Controller that the EDGAR
document has been reviewed and agrees to the source document, and 2) obtained
the signed and dated authorization to file the EDGAR document from either the
Chief Executive Officer or the Chief Financial Officer of the Company, or their
delegatee.
In response to the events giving rise to the Form 10-QSB/A-2 filing, the Company
has recommended that its accounting and financial reporting team increase its
knowledge of the application of SFAS 109 through continuing education. The
Company will also consider the cost and benefits of outsourcing its application
of SFAS 109 to a third party, if practicable.
There has been no change, other than those noted above, during the Company's
fiscal quarter ended September 30, 2006, in the Company's internal control over
financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
None
17
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 and Reports on Form 8-K
1. Current Report on Form 8-K dated July 6, 2006 containing the disclosure of
the change in the Company's certifying accountant and the press release
announcing the change in the Company's certifying accountant.
2. Current Report on Form 8-K/A dated July 6, 2006 containing the corrected
disclosure of the change in the Company's certifying accountant and the
press release announcing the change in the Company's certifying accountant.
3. Current report on Form 8-K dated August 15, 2006 containing the press
release disclosing the Company's operating results for the second quarter
ended June 30, 2006.
4. Current report on Form 8-K dated August 14, 2006 disclosing non-reliance on
previous issued financial statements pursuant to item 4.02 caused by the
inadvertent filing of the Company's quarterly report on Form 10-QSB for the
second quarter ended June 30, 2006.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BEXIL CORPORATION
Dated: November 14, 2006 By : /s/Thomas O'Malley
------------------
Thomas O'Malley
Chief Financial Officer,
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 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: November 14, 2006
/s/ Thomas B. Winmill
Chief Executive Officer
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 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: November 14, 2006
/s/ Thomas O'Malley
Chief Financial Officer
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 on Form 10-QSB for
the period ended September 30, 2006 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Thomas B. Winmill, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/ Thomas B. Winmill
Thomas B. Winmill
Chief Executive Officer
November 14, 2006
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 on Form 10-QSB for
the period ended September 30, 2006 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Thomas O'Malley, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
/s/Thomas O'Malley
Thomas O'Malley
Chief Financial Officer
November 14, 2006
23