Bexil Corporation (“Bexil” or the “Company”), a Maryland corporation, is a holding company primarily engaged through a wholly owned subsidiary, Bexil Advisers LLC, in investment management. Although the Company’s shares are quoted in the over-the-counter market, neither the shares nor the Company is registered or makes filings with the Securities and Exchange Commission (“SEC”) and, as a private company, Bexil is not obligated to provide information on its activities or financial results to the public. Pursuant to Maryland law, a full and complete statement of the affairs of the Company, including a balance sheet and a financial statement of operations for the most recent year ended December 31, is normally submitted at the annual meeting of stockholders, if any, and within 20 days after such meeting placed on file at the Company’s principal office.
The Company’s subsidiaries include Bexil Advisers LLC, a 100% owned investment adviser registered under the Investment Advisers Act, and Bexil Securities LLC, a 100% owned limited liability company. Bexil Advisers acts as investment manager to Dividend and Income Fund (DNIF), a closed end investment company (Stock Symbol: DNIF). DNIF is registered with the SEC under the Investment Company Act, as amended (the “Act”).
Investors are cautioned that the fund industry along with the entire financial services sector of the economy has been rapidly changing to meet the increasing needs of investors. Competition for management of financial resources has increased as banks, insurance companies, and broker/dealers have introduced products and services traditionally offered by independent fund companies. There are also many fund groups with substantially more resources than the Company. While the Company's business is not seasonal, it is affected by the financial markets, which in turn, are dependent upon current and future economic conditions.
Declines in the securities markets can have a significant effect on the Company's business. Volatile stock markets may affect fees earned and/or the securities held by the Company's subsidiaries. If the market values of securities owned by DNIF or a subsidiary of the Company decline, the Company’s results will be negatively affected.
In general, investment management services are rendered to DNIF pursuant to a written contractual agreement. Such agreement relates to the general management of the affairs of DNIF, supervising the acquisition and sale of the Fund's portfolio investments and other matters. The Act requires that many important contractual agreements be initially approved by a fund's board, including a majority of all of the directors who are not "interested persons" (as defined in the Act), and by the vote of a majority of the outstanding shares of the fund (as defined in the Act). Such agreements, if approved, typically must be approved at least annually by a majority of the directors of the fund, including a majority of those directors of the fund who are not "interested persons", or by such a vote of "disinterested" directors and the vote of a majority of the outstanding shares of the fund. In addition, such agreements normally are subject to termination by majority vote of the board or the shareholders and are subject to automatic termination in some events. The termination of the investment management agreement between DNIF and a subsidiary of the Company may have a serious adverse impact upon the Company.
The activities of the Company’s subsidiaries and of DNIF are subject to regulation under Federal and state laws. The provisions of these laws, including those relating to the contractual arrangement with DNIF, are primarily designed to protect the shareholders of DNIF, and not the shareholders of the Company.
Moreover, the Company faces many risks, several of which are inherent in the financial services industry and the investment advisory business, and many which are specific to the Company. Investors should carefully consider the risks described below, together with all of the other information available and similar information in evaluating the Company and its common stock. If any of the risks described below actually occur, our business, results of operations, financial condition, and stock price could be materially adversely affected.
We face intense competition in attracting investors and assets to manage.
Investor behavior is influenced by short term investment performance of investment funds.
Volatility in and disruption of the capital markets and changes in the economy may significantly affect our revenues.
DNIF is subject to risks of investing in financial markets, event risk, equity and fixed income securities risks, leverage risk, economic uncertainties, and other risks described in its filings with the SEC.
The historical performance of DNIF should not be considered indicative of the future results of DNIF or of any returns expected on our common stock.
The investment management agreement between Bexil Advisers and DNIF can be terminated on short notice, is not freely assignable, and must be renewed annually; the loss of such agreement would reduce our revenues.
The investment management agreement contains contractual requirements, and any failure to comply with such requirements could result in claims, losses, or regulatory sanctions.
Industry trends and market pressure to lower our investment management agreement fees could reduce our profit margin.
We depend upon key personnel to manage our business and the loss of any of their services could materially adversely affect us. Additionally, the cost to retain our key personnel could put pressure on our operating margins.
We are highly dependent on various software applications and other technologies, as well as on third parties who utilize various software applications and other technologies, for our business to function properly and to safeguard confidential information; any significant limitation, failure or security breach could constrain our operations.
We are exposed to legal risk and litigation, which could increase our expenses and reduce our profitability.
Our business is extensively regulated and our failure to comply with regulatory requirements may harm our financial condition.
Employee misconduct could harm us by impairing our ability to attract and retain investors in DNIF and by subjecting us to significant legal liability, regulatory scrutiny and reputational harm
Equity markets and our common stock have historically been volatile.
Our common stock has relatively limited trading volume, and ownership of a large percentage is concentrated with a small number of shareholders, which could increase the volatility in our stock trading and significantly affect our share price.
Our common stock has paid no dividend recently.
The Company does not make filings of its financial results with the SEC and is not obligated to make disclosures of its financial results or condition except as required by state law.
The Company has sought to qualify for the OTC Pink Current Information Tier market so that its common stock is eligible for public quotations in the OTC market pursuant to Exchange Act Rule 15c2-11. There is no assurance, however, that the Company will continue to seek to so qualify or that its common stock will be eligible for public quotations in the OTC market or otherwise.
Non-GAAP Financial Measures: From time to time the Company may provide investors with non-GAAP financial information, such as book value per share (collectively the "non-GAAP financial measures"). These non-GAAP financial measures are measurements of financial performance that are not prepared in accordance with U.S. generally accepted accounting principles and computational methods may differ from those used by other companies. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP. Management uses both GAAP and non-GAAP measures when planning, monitoring and evaluating the Company's performance. The primary purpose of using non-GAAP measures is to provide supplemental information that may prove useful to investors and to enable investors to evaluate the Company's results in the same way management does. Management believes that supplementing GAAP disclosure with non-GAAP disclosure provides investors with a more complete view of the Company's operational performance and allows for meaningful period-to-period comparisons and analysis of trends in the Company's business. Further to the extent that other companies use similar methods in calculating non-GAAP measures, the provision of supplemental non-GAAP information can allow for a comparison of the Company's relative performance against other companies that also report non-GAAP operating results.
Forward Looking Statements and Information
Statements and information provided by or on behalf of the Company from time to time, including those within this website, may contain certain "forward looking statements" as defined under the U.S. federal securities laws which may or may not be accurate and may be materially different over future periods. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will," "may," "should," "plan," or the negative of such terms and similar expressions identify forward looking statements, which generally are not historical in nature. Such statements and information may relate to anticipated growth in revenues or earnings per share, anticipated changes in the amount and composition of assets under management, anticipated expense levels, and expectations regarding financial market conditions. The Company cautions readers that any forward looking information provided by or on behalf of the Company is not a guarantee of future performance and that actual results may differ materially from those in forward looking information as a result of various factors, including but not limited to those discussed below. Further, such forward looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. Thus you should not place undue reliance on forward looking statements, which speak only as of the date they are made.
The Company's results may fluctuate due to factors such as: (1) the introduction, withdrawal, success and timing of business initiatives and strategies; (2) changes and volatility in political, economic or industry conditions, the interest rate environment, foreign exchange rates or financial and capital markets, which could result in changes in demand for products or services or in the value of assets under management ("AUM"); (3) the relative and absolute investment performance of the Company's investments and investment products; (4) the impact of increased competition; (5) the expense ratios and fees of the Company's investment products; (6) investor sentiment and investor confidence in investment funds; (7) the ability of the Company to maintain fees from its investment products at current levels; (8) the ability of the Company to contract with DNIF for payment for services offered to it and its shareholders; (9) the amount and timing of appreciation, depreciation, income, and expense arising from its proprietary securities trading, and other activities; (10) the impact of future acquisitions or divestitures; (11) the unfavorable resolution of legal proceedings; (12) the extent and timing of any share repurchases; (13) the impact, extent and timing of technological changes and the adequacy of intellectual property, information and cyber security protection; (14) the potential for human error in connection with the Company's operational systems; (15) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating to the Company; (16) changes in law and policy and uncertainty pending any such changes; (17) terrorist activities, international hostilities and natural disasters, which may adversely affect the general economy, domestic and local financial and capital markets, specific industries or the Company; (18) the ability to attract and retain highly talented professionals; (19) fluctuations in the carrying value of the Company's economic investments; (20) the impact of changes to tax and accounting legislation, including income, payroll and transaction taxes, and taxation on products or transactions, which could affect the value proposition to clients and, generally, the tax position of the Company; (21) the failure by a key vendor of the Company to fulfill its obligations to the Company or its investment products; (22) any potential liabilities related to securities lending or other indemnification obligations; and (23) the impact of problems at other financial institutions or the failure or negative performance of products and other financial institutions.
The Company's revenues are significantly dependent on fees its subsidiary receives under the terms of an Investment Management Agreement with DNIF, which could be adversely affected if the independent directors of DNIF determined to terminate or renegotiate the terms of such agreement.
The Company's operating results are also dependent upon the level of operating expenses, which are subject to fluctuation for the following or other reasons: variations in the level of compensation expense incurred by the Company, as well as changes in response to the size of the total employee population, competitive factors, or other reasons; expenses and capital costs, including depreciation, amortization and other non-cash charges, incurred by the Company to maintain its administrative and service infrastructure; and unanticipated costs that may be incurred by the Company from time to time to protect investor accounts and client goodwill.