EX-99 5 exhibitd-2006.txt PRO FORMA FINANCIAL INFORMATION EXHIBIT D Unaudited Pro Forma Financial Information Unaudited Pro Forma Condensed Financial Statements The following unaudited pro forma condensed balance sheet of Bexil reflects the sale of its fifty percent equity interest in York Insurance Services Group, Inc. ("York") as if it had occurred on September 30, 2005. The accompanying unaudited pro forma condensed statements of operations for the nine months ended September 30, 2005 and for the year ended December 31, 2004, reflect the sale of Bexil's fifty percent interest in York as if the sale had occurred on January 1, 2004. The pro forma financial information presented is not necessarily indicative of the results that would have been reported had the transactions actually occurred on the dates specified. BEXIL CORPORATION UNAUDITED PRO FORMA CONDENSED BALANCE SHEET September 30, 2005
Company Pro Forma Company Historical(1) Adjustments Pro Forma -------------- ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 5,615,703 32,540,659 (a),(c) $38,156,362 Receivables, prepaid assets and other 4,500 - 4,500 ----------------------------- ----------- Total current assets 5,620,203 32,540,659 38,160,862 ----------------------------- ----------- Fifty percent interest in York 10,387,385 (10,387,385) (b),(c) - Other investments 326,605 - 326,605 Deferred income taxes 293,892 777,965 (d),(f) 1,071,857 ----------------------------- ----------- 11,007,882 (9,609,420) 1,398,462 ----------------------------- ----------- Total assets $16,628,085 $22,931,239 $39,559,324 ============================= =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 327,724 4,801,217 (e),(g),(h),(i) $ 5,128,941 ----------------------------- ----------- Total current liabilities 327,724 4,801,217 5,128,941 Commitments and contingencies - - - Shareholders' equity: Common Stock, $0.01 par value 10,000,000 shares authorized 879,592 shares issued and outstanding 8,796 - 8,796 Additional paid-in capital 12,642,162 - 12,642,162 Retained earnings 3,649,403 18,130,022 (j) 21,779,425 ----------------------------- ------------- Total shareholders' equity 16,300,361 18,130,122 34,430,383 ----------------------------- ------------- Total liabilities and shareholders' equity $16,628,085 $22,931,339 $39,559,324 ============================= =============
(1) As reported in the unaudited financial statements of Bexil contained in its quarterly report on Form 10-QSB for the nine months ended September 30, 2005. D-1 BEXIL CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME For the Year Ended December 31, 2004
Company Pro Forma Company Historical (1) Adjustments Pro Forma ---------------------------------- ------------- Revenues: Interest and dividends $ 51,052 $ - $ 51,052 Consulting Fees 113,000 (113,000) (k) - Other 3,108 - 3,108 ------------------------------- ------------ 167,160 (113,000) 54,160 Expenses: General and administrative 813,613 - 813,613 Communications 30,348 - 30,348 Professional fees 182,796 - 182,796 -------------------------------- ------------ 1,026,757 - 1,026,757 Loss before income taxes and equity in earnings of York (859,597) (113,000) (972,597) Income tax benefit (267,294) (254,463) (l) (521,757) Equity in earnings of York 2,812,088 (2,812,088) (m) - -------------------------------- ------------ Net income (loss) $ 2,219,785 $(2,670,625) $ (450,840) ================================ ============
Per share net income: Basic $ 2.52 $ (0.51) Diluted $ 2.52 $ (0.51) Average shares outstanding: Basic 879,591 879,591 Diluted 879,591 879,591 (1) As reported in the audited financial statements of Bexil contained in its annual report on Form 10-KSB/A for the year ended December 31, 2004. D-2 BEXIL CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME For the Nine Months Ended September 30, 2005
Company Pro Forma Company Historical (1) Adjustments Pro Forma ------------------------------- ------------- Revenues: Consulting fees $ 112,500 $ (112,500) (k) $ - Other 86,115 (18,500) (k) 67,615 ------------------------------ ------------- 198,615 (131,000) 67,615 Expenses: General and administrative 499,208 - 499,208 Communications 13,042 - 13,042 Professional fees 298,403 - 298,403 ------------------------------ ------------- 810,653 - 810,653 Loss before income taxes and equity in earnings of York (612,038) (131,000) (743,038) Income tax expense (benefit) 92,935 (397,581) (l) (304,646) Equity in earnings of York 2,134,590 (2,134,590) (m) - ------------------------------ ------------- Net income (loss) $ 1,429,617 $ (1,868,009) $ (438,392) ============================== =============
Per share net income: Basic $ 1.63 $ (0.50) Diluted $ 1.63 $ (0.50) Average shares outstanding: Basic 879,592 879,592 Diluted 879,592 879,592 (1) As reported in the unaudited financial statements contained in Bexil's quarterly report on Form 10-QSB for the nine months ended September 30, 2005. D-3 BEXIL CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS The pro forma adjustments reflect only those adjustments which are supportable, which relate to transactions with York prior to the sale, and which are directly attributable to the sale of Bexil's fifty percent interest in York. The pro forma adjustments do not include the impact of contingencies. Pro forma adjustments include the following: (a) To record cash proceeds of $22,540,659 received at closing for the sale of Bexil's fifty percent interest in York net of closing costs and taxes: Cash proceeds paid by buyer $ 38,864,121 Consulting fee paid by York at closing 100,000 Closing costs (648,000) Taxes on gain from sale (15,775,462) -------------- Net cash proceeds $ 22,540,659 -------------- (b) To eliminate the carrying value of Bexil's fifty percent interest in York of $10,387,385 which is equal to the cost basis of $3,000,000 plus cumulative equity in earnings of $7,387,385. (c) To record cash distributions received from York of $10,000,000. On November 29, 2005, York declared a corporate distribution payable to shareholders of record on the close of business on November 29, 2005. (d) To remove the deferred tax liability on the accumulated equity in earnings of York of $605,765. (e) To record Bexil's anticipated liability for costs under an expense sharing agreement with York of $420,000 for interest and other expenses related to a bank loan obtained by and for use by York. The expense sharing agreement has a limited duration of approximately six months. (f) To record the deferred tax affect on Bexil's anticipated liability for interest and other expenses under the expense sharing agreement with York of $172,200. (g) To record a dividend of $1.00 per share on 879,592 shares outstanding of $879,592 payable to Bexil stockholders. (h) To record the tax payable on the cash dividend from York of $1,581,250. (i) To record Bexil employee bonus awards of $1,920,375. (j) To adjust Shareholders' Equity $18,130,022 which consists of the gain from the sale of York of $38,476,736 less the net effect of pro forma adjustments listed in the following table. The gain on the sale consists of the cash proceeds paid by buyer of $38,864,121 less Bexil's carrying value in York of $387,385.
Effect of pro forma adjustments on equity Cross Reference to Pro Forma Note Consulting fee paid by York at closing $ 100,000 (a) Closing costs (648,000) (a) Taxes on gain from sale (15,775,462) (a) Taxes on dividends received from York (1,581,250) (h) Deferred taxes on accumulated equity in York 605,765 (d) Liability under the expense sharing agreement (420,000) (e) Deferred taxes on the expense sharing agreement liability 172,200 (f) Bexil dividend payable (879,592) (g) Bexil employee bonus awards (1,920,375) (i) -------------- Net effect of pro forma adjustments before the gain on sale (20,346,714) Gain on sale of York 38,476,736 -------------- Total adjustment to Shareholders' Equity $ 18,130,022 --------------
(k) To remove fees and other revenue earned from York. (l) To record the tax effect of pro forma adjustments relating to the sale of York. (m) To remove equity in earnings of York.