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Press Releases |
April 3, 2006
Bexil Corporation Announces 2005 Financial Results
NEW YORK
- Bexil Corporation (AMEX: BXL) today reported its financial results for the
year ended December 31, 2005. Overview Bexil's primary holding
is, and for the last three years has been, its fifty percent interest in
privately held York Insurance Services Group, Inc. ("York"). York is
an insurance services business process outsourcing company. Since the 1930's, York (through predecessor
companies) has served as both an independent adjustment company and third party
administrator providing comprehensive claims, data, and risk related services
to insurance companies, self-insureds, and intermediaries throughout the United
States. York's business units include the program management, licensed private investigation,
recovery, environmental consulting, retail logistics and large/complex loss
adjusting. The Company's fifty percent interest in York is accounted for using the equity method and, therefore, our
financial results are not consolidated with York's. Sale of interest
in York Insurance Services Group On December 23, 2005, the Company entered
into an agreement for the sale (the "Proposed Sale") of its fifty percent interest in
York to York Insurance Acquisition, Inc. ("York Buyer"), a newly
formed entity controlled by Odyssey Investment Partners, LLC
("Odyssey") and certain other investors for approximately $39 million in cash.
A special committee of independent directors, have evaluated the fairness of
the transaction, and the Board of Directors of Bexil have approved the
transaction, which is subject to the approval of the holders of at least 50% of
Bexil's outstanding common stock. Holders of approximately 32% of Bexil's stock
have entered into an agreement in which they have agreed to vote their shares
in favor of the sale and against any action that would reasonably be expected
to prevent the transactions contemplated by the sale. On March 27, 2006, proxy material was
mailed to stockholders seeking approval of the Proposed Sale at a special
meeting of stockholders scheduled for April 27, 2006. Completion of the transaction is also
subject to the consummation of an agreement by the other fifty percent owner of
York, Thomas C. MacArthur, to sell a portion and rollover a portion of his
shares to York Buyer, and other conditions to closing.
If the sale does not receive shareholder approval, the agreement for the Proposed Sale will be terminated. The agreement obligates the Company to pay
York Buyer its reasonable out-of-pocket expenses (including without limitation,
all fees and expenses of counsel, accountants, investment bankers, experts, and
consultants to York Buyer and its affiliates) incurred by York Buyer or on its
behalf in connection with or related to the authorization, preparation, negotiation,
execution and performance of the Proposed Sale agreement and the agreement by
the other fifty percent owner of York up to a maximum of $1,750,000 if the
Proposed Sale agreement is terminated for certain reasons, including if the
sale of the Company's fifty percent interest in York is not approved by the
stockholders of the Company.
2005 Financial Results
Total revenues of $308,432 in 2005 increased $144,689 or 88.4% compared to
2004. Revenues from consulting and other fees earned from York increased $59,000 due primarily to an increase
in the consulting arrangement to $150,000 per annum in 2005 from $100,000 per
annum in 2004. Dividend and interest income increased $85,689 or 168.9% due to larger investable cash balances and
rising yields on our money market fund investment. Cash balances were larger
primarily as a result of receiving $12,670,691 in cash dividends from York in 2005.
Total expenses of $2,352,262 in 2005 increased $1,325,505 or 129.1% compared to total expenses of
$1,026,757 in 2004. Compensation and benefits increased $742,350 or 121.6% in 2005 compared to 2004. The increase
was due to bonus payments totaling $815,625 paid to the Chief Executive Officer
and the Executive Chairman as a result of the Company having entered into an
agreement for the Proposed Sale. This was partially offset by a decrease of
approximately $100,000 in base salary expense in 2005 from 2004. Professional expenses increased $571,615 or
252.0% in 2005. This was due to an increase in audit and audit related expenses of approximately $226,000 as a
result of the change in auditors in 2005. Legal expenses increased approximately $116,000 and other professional
services increased approximately $208,000 arising from the Proposed Sale. The decrease in occupancy expenses was due to
a decrease in allocated rent and occupancy expenses for jointly used office
space and administrative support functions from affiliate Winmill & Co.
Incorporated of $31,729. Communications expenses increased $42,008 or 74.7% due to expenses incurred from the Proposed
Sale.
The Company recognized an impairment loss of $325,000 related to an investment in the common stock of a
non-public entity in 2005. A valuation committee established by the Company determined that the decrease in fair value
of the investment was other than temporary based upon the financial condition
and near term prospects of the underlying investee.
The Company's income tax benefit decreased $110,673 or 41.4% in 2005 due primarily to a reduction in deferred
tax assets.
The Company's equity in the earnings of York increased $800,343 or 28.5% in 2005, from $2,812,088 in 2004
to $3,612,431 in 2005. This increase is attributable to York's net income from 2004 to 2005.
Net income in 2005 was $1,400,222 compared to net income of $2,219,785 in 2004, representing a 36.9% decrease year to year.
Net income on a per-share diluted basis was $1.59 in 2005, compared with $2.52
in 2004, representing a 37.1% decrease year to year.
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BEXIL CORPORATION UNAUDITED
STATEMENTS OF INCOME
For
the Years Ended
December 31, 2005 and
2004 |
| |
2005
|
2004
|
| Revenues: |
|
|
| Consulting
and Other |
$ 172,000 |
$ 113,000 |
| Dividends
and Interest |
136,432 |
50,743 |
 |
 |
 |
| |
308,432 |
163,743 |
 |
 |
 |
| |
|
|
| Expenses: |
|
|
| Employee
compensation and benefits
|
1,352,639 |
610,289 |
| Professional |
798,460 |
226,845 |
| Occupancy |
102,896 |
133,364 |
| Communications |
98,267 |
56,259 |
 |
 |
 |
| |
2,352,262 |
1,026,757 |
 |
 |
 |
| Realized gain (loss) on
investments |
(325,000) |
3,417 |
 |
 |
 |
| |
|
|
| Loss before income taxes and equity in earnings
|
|
|
| of York Insurance Services Group, Inc.
|
(2,368,830) |
(859,597) |
| Income tax
benefit
|
(156,621) |
(267,294) |
| Equity in earnings of York
|
|
|
| Insurance Services Group, Inc.
|
3,612,431 |
2,812,088 |
 |
 |
 |
| |
|
|
| Net income |
$ 1,400,222 |
$ 2,219,785 |
 |
 |
 |
| Per share net income:
|
|
|
| Basic |
$ 1.59 |
$ 2.52 |
| Diluted |
$ 1.59 |
$ 2.52 |
| Average shares outstanding:
|
|
|
| Basic |
879,592 |
879,591 |
| Diluted |
882,521 |
879,591 |
York's summarized and unaudited condensed financial information
for the years ended December 31, 2005 and 2004 was as follows:
|
York Insurance Services Group, Inc. |
Year Ended December 31, |
|
|
2005 |
2004 |
|
|
|
|
|
Revenues |
$ 75,241,609 |
$ 71,512,418 |
|
Expenses |
63,186,888 |
60,952,590 |
|
Net Income |
7,224,861 |
6,041,101 |
|
|
|
|
|
Working Capital |
8,727,146 |
14,169,125 |
|
Total Assets |
30,444,192 |
35,481,110 |
|
Long Term Debt |
13,834,609 |
1,209,949
|
|
Shareholder's equity |
730,452 |
18,846,973 |
More information about Bexil may be found at its web site http://www.bexil.com
This press release may contain "forward looking information" and "forward looking statements" and similar expressions that reflect Bexil's current expectations about its future performance, and are subject to risks, uncertainties and other factors that could cause Bexil's actual performance to differ materially from those expressed in, or implied by, the forward looking information and these forward looking statements.
Press Release Links
April 3, 2006
Bexil Corporation Announces 2005
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December 27, 2005
Bexil Corporation Agrees to
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November 14, 2005
Bexil Corporation Announces
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September 13, 2004 Bexil Corporation Announces Conference Call
August 13, 2004 Bexil Corporation Announces Financial Results for the Second Quarter Ended June 30, 2004
May 17, 2004 Bexil Corporation Announces Financial Results for the First Quarter 2004
March 1, 2004 Bexil Corporation Omits First Quarter Dividend
January 6, 2004 Bexil Corporation Announces Deregistration
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