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 broker/dealer registered under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority. Bexil Securities may act as a mutual fund underwriter or sponsor on a best efforts basis. Bexil Advisers acts as investment manager to Dividend and Income Fund (DNI), a closed end investment company listed on the New York Stock Exchange under the ticker symbol DNI. DNI 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 DNI or a subsidiary of the Company decline, the Company’s results will be negatively affected.
In general, investment management services are rendered to DNI pursuant to a written contractual agreement. Such agreement relates to the general management of the affairs of DNI, 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 DNI and a subsidiary of the Company may have a serious adverse impact upon the Company.
The activities of the Company’s subsidiaries and of DNI are subject to regulation under Federal and state laws. The provisions of these laws, including those relating to the contractual arrangement with DNI, are primarily designed to protect the shareholders of DNI, 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.
DNI 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 DNI should not be considered indicative of the future results of DNI or of any returns expected on our common stock.
The investment management agreement between Bexil Advisers and DNI 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 DNI 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.
Forward Looking Information
Information or statements provided by or on behalf of the Company from time to time, including those within this web site, may contain certain "forward looking information", including information relating to anticipated growth in revenues or earnings per share, anticipated changes in the amount and composition of assets under management, anticipated expense levels, and expectations regarding financial market conditions. The Company cautions readers that any forward looking information provided by or on behalf of the Company is not a guarantee of future performance and that actual results may differ materially from those in forward looking information as a result of various factors, including but not limited to those discussed below. Further, such forward looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
The Company's future revenues may fluctuate due to factors such as: the total value and composition of assets under management and related cash inflows or outflows; fluctuations in the financial markets resulting in appreciation or depreciation of assets under management; the relative investment performance of the Company's sponsored investment products as compared to competing products and market indices; the expense ratios and fees of the Company's sponsored products and services; investor sentiment and investor confidence in investment funds; the ability of the Company to maintain investment management fees at current levels; competitive conditions in the investment funds industry; the introduction of new investment funds and investment products; the ability of the Company to contract with DNI for payment for services offered to it and its shareholders; and the amount and timing of appreciation, depreciation, income, and expense arising from Bexil Securities’ proprietary securities trading, and other activities.
The Company's future 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.
The Company's operating results will also depend on the results of Bexil Securities’ investments in equity securities accounted for as either trading or available-for-sale. Trading securities are bought and held principally for the purpose of selling them in the near term. Purchases and sales of trading securities are classified as operating activities on the Consolidated Statements of Cash Flows based on the nature and purpose for which the securities were acquired. Available-for-sale securities are all other investments in equity securities not accounted for as trading. Trading and available-for-sale securities are measured at fair value. Gains or losses from changes in the fair value of trading securities are included in income, and gains or losses from changes in the fair value of available-for-sale securities are recorded in accumulated other comprehensive income, net of tax, until the investment is sold or otherwise disposed of, or until the investment is determined to be other-than-temporarily impaired, at which time the cumulative gain or loss previously reported in equity is included in income. The specific identification method is used to determine the realized gain or loss on investments sold or otherwise disposed.
The Company's revenues are dependent on revenues from DNI, which could be adversely affected if the independent directors of DNI determined to terminate or renegotiate the terms of the investment management agreement.
The Company's business is also subject to substantial governmental regulation, and changes in legal, regulatory, accounting, tax, and compliance requirements may have a substantial effect on the Company's business and results of operations, including but not limited to effects on the level of costs incurred by the Company and effects on investor interest in funds in general or in particular classes of funds.