FORM 10-Q
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
June 30, 2006
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Or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from
to
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Commission file number: 1-10024
BKF Capital Group,
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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36-0767530
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Rockefeller Plaza,
New York, New York
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10020
(Zip Code)
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(Address of principal executive
offices)
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(212) 332-8400
(Registrants
telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
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 þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o Accelerated
filer þ Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o
No þ
As of August 1, 2006, 8,221,473 shares of the
registrants common stock, $1.00 par value, were
outstanding.
PART I.
FINANCIAL INFORMATION
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Item 1.
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Financial
Statements
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BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION
(Dollar
amounts in thousands)
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June 30,
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December 31,
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2006
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2005
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Assets
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Cash and cash equivalents
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$
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21,839
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$
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14,432
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U.S. Treasury bills
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17,289
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42,384
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Investment advisory and incentive
fees receivable
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967
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21,805
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Investments in securities, at
value (cost $3,818 and $6,839, respectively)
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4,403
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7,685
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Investments in affiliated
partnerships
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76
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7,696
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Prepaid expenses and other assets
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3,231
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2,373
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Fixed assets (net of accumulated
depreciation of $7,770 and $8,000, respectively)
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2,404
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4,783
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Goodwill (net of accumulated
amortization of $13,613 and $8,566 respectively)
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9,749
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14,796
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Investment advisory contracts (net
of accumulated amortization)
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1,107
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Consolidated affiliated
partnerships:
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Due from broker
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6,253
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16,783
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Investments in securities, at
value (cost $3,989 and $13,841, respectively)
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4,036
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14,578
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Total assets
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$
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70,247
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$
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148,422
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Liabilities, minority interest
and stockholders equity
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Accrued expenses
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$
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4,173
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$
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5,638
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Accrued compensation
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2,849
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43,020
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Accrued lease amendment expense
and sublease reserves
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6,516
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3,420
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Consolidated affiliated
partnerships:
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Securities sold short, at value
(proceeds of $2,313 and $6,878, respectively)
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2,320
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7,084
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Partner contributions received in
advance
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506
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Total liabilities
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15,858
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59,668
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Minority interest in consolidated
affiliated partnerships
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2,794
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13,161
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Stockholders
equity
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Common stock, $1 par value,
authorized 15,000,000 shares, issued and
outstanding 8,255,264 and 8,180,057 shares,
respectively
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$
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8,255
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8,180
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Additional paid-in capital
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84,205
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88,887
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Accumulated deficit
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(33,510
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(10,168
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Unearned compensation
restricted stock and restricted stock units
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(7,355
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(11,306
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Total stockholders equity
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51,595
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75,593
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Total liabilities, minority
interest and stockholders equity
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$
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70,247
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$
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148,422
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See accompanying notes
3
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Dollar
amounts in thousands, except per share data)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2006
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2005
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2006
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2005
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Revenues:
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Investment advisory fees
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$
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2,303
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$
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19,142
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$
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8,359
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$
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39,342
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Incentive fees
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(1,370
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9,256
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10,078
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21,074
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Commission income and other
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371
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183
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852
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377
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Net realized and unrealized gain
(loss) on investments
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(501
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228
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545
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349
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Interest income
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321
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265
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679
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465
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From consolidated affiliated
partnerships:
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Net realized and unrealized gain
(loss) on investments
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(109
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588
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192
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914
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Interest and dividend income
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157
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64
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297
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89
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Total revenues
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$
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1,172
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$
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29,726
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$
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21,002
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$
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62,610
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Expenses:
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Employee compensation and benefits
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$
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5,642
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$
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23,053
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$
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22,033
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$
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46,944
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Employee compensation relating to
equity grants
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283
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1,600
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470
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2,912
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Occupancy & equipment
rental
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1,706
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1,723
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3,133
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3,311
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Other operating expenses
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1,690
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3,573
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4,922
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6,769
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Amortization of intangibles
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1,752
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1,107
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3,504
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Interest expense
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7
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20
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35
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40
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Other operating expenses from
consolidated affiliated partnerships
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39
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39
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58
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61
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Total expenses
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$
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9,367
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$
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31,760
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$
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31,758
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$
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63,541
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Operating income (loss)
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(8,195
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)
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(2,034
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)
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(10,756
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)
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(931
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)
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Minority interest in consolidated
affiliated partnerships
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(21
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)
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(234
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)
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(131
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)
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(393
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)
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Losses resulting from
restructuring expenses
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$
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12,455
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$
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12,455
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Income (loss) before taxes
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(20,671
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)
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(2,268
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)
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(23,342
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)
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(1,324
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)
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Income tax expense
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(91
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)
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1,004
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Net (loss)
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(20,671
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)
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$
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(2,177
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)
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(23,342
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)
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$
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(2,328
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)
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(Loss) per share:
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Basic and Diluted
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$
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(2.48
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)
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$
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(0.29
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)
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$
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(2.80
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)
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$
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(0.31
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)
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Weighted average shares outstanding
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Basic and Diluted
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8,346,545
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$
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7,529,850
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8,323,900
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7,487,399
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See accompanying notes
4
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
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Six Months Ended
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June 30,
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2006
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2005
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Cash flows from operating
activities
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Net (loss)
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$
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(23,342
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)
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$
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(2,328
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)
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Adjustments to reconcile net
(loss) to net cash provided by operations:
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Depreciation and amortization
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2,013
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4,598
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Losses resulting from
restructuring expenses
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9,984
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Expense for vesting of restricted
stock and stock units
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496
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3,071
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Tax benefit related to employee
compensation plans
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2,518
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Change in deferred tax asset
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1,381
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Unrealized (gain) loss on
investments in securities
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(546
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)
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61
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Decrease in U.S. treasury
bills
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25,095
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5,904
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Decrease in investment advisory
and incentive fees receivable
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20,838
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$
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11,879
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(Increase) in prepaid expenses and
other assets
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(858
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)
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(1
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)
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Decrease in investments in
affiliated investment partnerships
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7,620
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8,513
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Decrease (Increase) in investments
in securities
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3,828
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(1,120
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)
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(Decrease) in accrued expenses
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|
(1,465
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)
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|
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(1,160
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)
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(Decrease) in accrued bonuses
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|
|
(40,171
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)
|
|
|
(10,665
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)
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(Decrease) in accrued lease
amendment expense
|
|
|
(232
|
)
|
|
|
(212
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)
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Changes in operating assets and
liabilities from consolidated affiliated partnerships:
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|
|
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Minority interest in income
|
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|
132
|
|
|
|
393
|
|
Decrease (Increase) in due from
broker
|
|
|
10,530
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|
|
|
(9,619
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)
|
Decrease (Increase) in securities
|
|
|
10,542
|
|
|
|
(2,757
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)
|
(Decrease) Increase in securities
sold short
|
|
|
(4,764
|
)
|
|
|
2,683
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating
activities
|
|
$
|
19,700
|
|
|
$
|
13,139
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
|
|
|
|
Fixed asset additions
|
|
|
(136
|
)
|
|
|
(536
|
)
|
|
|
|
|
|
|
|
|
|
Net cash (used in) investing
activities
|
|
|
(136
|
)
|
|
|
(536
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
|
|
|
|
Issuance of common stock
|
|
|
(1,146
|
)
|
|
|
(4,187
|
)
|
Dividends paid to shareholders
|
|
|
|
|
|
|
(9,953
|
)
|
Consolidated affiliated
partnerships:
|
|
|
|
|
|
|
|
|
(Decrease) in partner
contributions received in advance
|
|
|
(506
|
)
|
|
|
|
|
Partner subscriptions
|
|
|
1,100
|
|
|
|
3,945
|
|
Partner redemptions
|
|
|
(11,605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) financing
activities
|
|
|
(12,157
|
)
|
|
|
(10,195
|
)
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
and cash equivalents
|
|
|
7,407
|
|
|
|
2,408
|
|
Cash and cash equivalents at the
beginning of the year
|
|
|
14,432
|
|
|
|
3,582
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the
end of the period
|
|
$
|
21,839
|
|
|
$
|
5,990
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash
flow information
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
15
|
|
|
$
|
40
|
|
|
|
|
|
|
|
|
|
|
Cash paid for taxes
|
|
$
|
111
|
|
|
$
|
47
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
5
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY
Six Months Ended June 30, 2006
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Unearned
|
|
|
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Earnings (Deficit)
|
|
|
Compensation
|
|
|
Total
|
|
|
Balance at December 31, 2002
|
|
$
|
6,642
|
|
|
$
|
78,990
|
|
|
$
|
30,434
|
|
|
$
|
(12,016
|
)
|
|
$
|
104,050
|
|
Grants of restricted stock units
|
|
|
|
|
|
|
10,380
|
|
|
|
|
|
|
|
(2,193
|
)
|
|
|
8,187
|
|
Issuance of common stock
|
|
|
184
|
|
|
|
(2,066
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,882
|
)
|
Tax benefit related to employee
compensation plans
|
|
|
|
|
|
|
633
|
|
|
|
|
|
|
|
|
|
|
|
633
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
(8,380
|
)
|
|
|
|
|
|
|
(8,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2003
|
|
$
|
6,826
|
|
|
$
|
87,937
|
|
|
$
|
22,054
|
|
|
$
|
(14,209
|
)
|
|
$
|
102,608
|
|
Grants of restricted stock and
restricted stock units
|
|
|
65
|
|
|
|
(2,744
|
)
|
|
|
|
|
|
|
8,814
|
|
|
|
6,135
|
|
Issuance of common stock
|
|
|
384
|
|
|
|
(1,167
|
)
|
|
|
|
|
|
|
|
|
|
|
(783
|
)
|
Tax benefit related to employee
compensation plans
|
|
|
|
|
|
|
4,432
|
|
|
|
|
|
|
|
|
|
|
|
4,432
|
|
Dividend, net of compensation
expense(1)
|
|
|
|
|
|
|
|
|
|
|
(2,781
|
)
|
|
|
|
|
|
|
(2,781
|
)
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
(1,765
|
)
|
|
|
|
|
|
|
(1,765
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004
|
|
$
|
7,275
|
|
|
$
|
88,458
|
|
|
$
|
17,508
|
|
|
$
|
(5,395
|
)
|
|
$
|
107,846
|
|
Grants of restricted stock units
and restricted stock
|
|
|
388
|
|
|
|
5,965
|
|
|
|
|
|
|
|
(5,911
|
)
|
|
|
442
|
|
Issuance of common stock
|
|
|
517
|
|
|
|
(6,414
|
)
|
|
|
|
|
|
|
|
|
|
|
(5,897
|
)
|
Tax benefit related to employee
compensation plans
|
|
|
|
|
|
|
878
|
|
|
|
|
|
|
|
|
|
|
|
878
|
|
Dividends, net of compensation
expense(1)
|
|
|
|
|
|
|
|
|
|
|
(11,811
|
)
|
|
|
|
|
|
|
(11,811
|
)
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
(15,865
|
)
|
|
|
|
|
|
|
(15,865
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005
|
|
$
|
8,180
|
|
|
$
|
88,887
|
|
|
$
|
(10,168
|
)
|
|
$
|
(11,306
|
)
|
|
$
|
75,593
|
|
Grants of restricted stock units
and restricted stock
|
|
|
(32
|
)
|
|
|
(3,027
|
)
|
|
|
|
|
|
|
3,951
|
|
|
|
892
|
|
Issuance of common stock
|
|
|
107
|
|
|
|
(2,144
|
)
|
|
|
|
|
|
|
|
|
|
|
(2,037
|
)
|
Grants of stock options
|
|
|
|
|
|
|
489
|
|
|
|
|
|
|
|
|
|
|
|
489
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
|
(23,342
|
)
|
|
|
|
|
|
|
(23,342
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2006
|
|
$
|
8,255
|
|
|
$
|
84,205
|
|
|
$
|
(33,510
|
)
|
|
$
|
(7,355
|
)
|
|
$
|
51,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes
6
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
1.
|
Organization
and Summary of Significant Accounting Policies
|
Organization
and Basis of Presentation
Basis of
Presentation
In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments,
consisting only of normal recurring adjustments except as
otherwise disclosed, necessary to present fairly the financial
position of BKF Capital Group, Inc. and its subsidiaries (the
Company) at June 30, 2006 and the results of
operations for the six months and three months ended
June 30, 2006 and 2005 and cash flows for the six months
ended June 30, 2006 and 2005 subject to the
organizations ability to continue as a going concern. In
light of the changed business conditions created by the
departure of key investment personnel and a resulting steep
decline in assets under management, BKF Capital Group, Inc. is
currently evaluating strategic alternatives. While the Company
has more than sufficient liquidity to meet annual funding
requirements for operations for a number of years into the
future, it is expected that due to the lack of revenue the
Company will need to raise additional capital in order to
implement a revised business plan. The results of operations for
the six month and three month periods ended June 30, 2006
should not be taken as indicative of the results of operations
that may be expected for the entire year 2006.
Organization
The consolidated interim financial statements of BKF Capital
Group, Inc. and its subsidiaries included herein have been
prepared in accordance with generally accepted accounting
principles for interim financial information and
Rule 10-01
of
Regulation S-X.
Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles
for complete financial statements. These consolidated financial
statements are unaudited and should be read in conjunction with
the audited consolidated financial statements and notes thereto
included in the Companys Annual Report on
Form 10-K/A
for the year ended December 31, 2005. The Company follows
the same accounting policies in the preparation of interim
reports. In the opinion of management, the consolidated
financial statements reflect all adjustments, which are of a
normal recurring nature, necessary for a fair presentation of
the financial condition, results of operations and cash flows of
the Company for the interim periods presented and are not
necessarily indicative of a full years results. BKF
Capital Group, Inc. operates through a wholly-owned subsidiary,
BKF Management Co., Inc. and its subsidiaries, all of which are
referred to as BKF. The Company trades on the New
York Stock Exchange, Inc. (NYSE) under the symbol
BKF.
The Consolidated Financial Statements of the Company include its
wholly-owned subsidiaries LEVCO Europe Holdings, Ltd.
(LEVCO Holdings) and its wholly-owned subsidiary,
LEVCO Europe, LLP (LEVCO Europe), BKF Asset
Management, Inc., (BAM), BKFs two wholly-owned
subsidiaries, BKF GP Inc. (BKF GP) and LEVCO
Securities, Inc. (LEVCO Securities) and certain
affiliated investment partnerships for which the Company is
deemed to have a controlling interest in the applicable
partnership. Three investment partnerships were consolidated at
June 30, 2006 and five at December 31, 2005. In
addition, the operations of three investment partnerships were
included in the statements of operation and cash flows for the
six-months ended June 30, 2006 and June 30, 2005.
Currently LEVCO Holding, LEVCO Securities, and the affiliated
partnerships are in the process of winding down and it is
expected they will be liquidated by the end of 2006. All
intercompany transactions have been eliminated in consolidation.
BKF is an investment advisor registered under the Investment
Advisers Act of 1940, as amended, which provides investment
advisory services to its clients which include U.S. and foreign
corporations, mutual funds, limited partnerships, universities,
pension and profit sharing plans, individuals, trusts,
not-for-profit
organizations and foundations. BKF also participates in broker
consulting programs (Wrap Accounts) with several nationally
recognized financial institutions. LEVCO Securities is
registered with the SEC as a broker- dealer and is a member of
the National Association of Securities Dealers, Inc. BKF GP acts
as the managing general partner of several
7
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
affiliated investment partnerships and is registered with the
Commodities Futures Trading Commission as a commodity pool
operator.
Consolidation
Accounting Policies
Operating Companies. Financial Accounting
Standards Board (FASB) Interpretation No. 46,
Consolidation of Variable Interest Entities an
interpretation of Accounting Research Bulletin No. 51
(ARB 51), Consolidated Financial
Statements, to variable interest entities
(VIE), (FIN 46), which was issued
in January 2003 and revised in December 2003
(FIN 46R), defines the criteria necessary to be
considered an operating company (i.e., voting interest entity)
for which the consolidation accounting guidance of Statement of
Financial Accounting Standards (SFAS) No. 94,
Consolidation of All Majority-Owned Subsidiaries,
(SFAS 94) should be applied. As required by
SFAS 94, the Company consolidates operating companies in
which BKF has a controlling financial interest. The usual
condition for a controlling financial interest is ownership of a
majority of the voting interest. FIN 46R defines operating
companies as businesses that have a sufficient legal equity to
absorb the entities expected losses and, in each case, for
which the equity holders have substantive voting rights and
participate substantively in the gains and losses of such
entities. Operating companies in which the Company is able to
exercise significant influence but do not control are accounted
for under the equity method. Significant influence generally is
deemed to exist when the Company owns 20% to 50% of the voting
equity of an operating entity. The Company has determined that
it does not have any VIE. Entities consolidated are based on
equity ownership of the entity by the Company and its affiliates.
Use of
Estimates
The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the
United States requires management to make estimates and
assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Revenue
Recognition
Generally, investment advisory fees are billed quarterly, in
arrears, and are based upon a percentage of the market value of
each account at the end of the quarter. Wrap account fees are
billed quarterly based upon a percentage of the market value of
each account as of the previous quarter end. Incentive fees,
general partner incentive allocations earned from affiliated
investment partnerships, and incentive fees from other accounts
are accrued on a quarterly basis and are billed quarterly or at
the end of their respective contract year, as applicable. Such
accruals may be reversed as a result of subsequent investment
performance prior to the conclusion of the applicable contract
year.
Commissions earned on securities transactions executed by LEVCO
Securities and related expenses are recorded on a trade-date
basis net of any sales credits.
Commissions earned on distribution of an unaffiliated investment
advisors funds are recorded once a written commitment is
obtained from the investor.
Revenue
Recognition Policies for Consolidated Affiliated Partnerships
(CAP)
Marketable securities owned and securities sold short, are
valued at independent market prices with the resultant
unrealized gains and losses included in operations.
Security transactions are recorded on a trade date basis.
Interest income and expense are accrued as earned or incurred.
8
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Dividend income and expense are recorded on the ex-dividend date.
Investments
in Affiliated Investment Partnerships
BKF GP serves as the managing general partner for several
affiliated investment partnerships (AIP), which
primarily engage in the trading of publicly traded equity
securities and in the case of one partnership, distressed
corporate debt. The assets and liabilities and results of
operations of the AIP are not included in the Companys
consolidated statements of financial condition with the
exception of BKF GPs equity ownership and certain AIP
whereby BKF GP is deemed to have a controlling interest in the
partnership (see Note 4). The limited partners of the AIP
have the right to redeem their partnership interests at least
quarterly.
Additionally, the unaffiliated limited partners of the AIP may
terminate BKF GP as the general partner of the AIP at any time.
BKF GP does not maintain control over the unconsolidated AIP,
has not guaranteed any of the AIP obligations, nor does it have
any contractual commitments associated with them. Investments in
the unconsolidated AIP held through BKF GP, are recorded based
upon the equity method of accounting.
BKF GPs investment amount in the unconsolidated AIP equals
the sum total of its capital accounts, including incentive
allocations, in the AIP. Each AIP values its underlying
investments in accordance with policies as described in its
audited financial statements and underlying offering memoranda.
It is the Companys general practice to withdraw the
incentive allocations earned from the AIP within three months
after the fiscal year end. BKF GP has general partner liability
with respect to its interest in each of the AIP and has no
investments in the AIP other than its interest in these
partnerships. See Note 5 Investments in
Affiliated Investment Partnerships and Related Revenue.
Income
Taxes
The Company accounts for income taxes under the liability method
prescribed by SFAS No. 109, Accounting for Income
Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to the differences
between the financial statement carrying amount of existing
assets and liabilities and their respective tax basis. Future
tax benefits are recognized only to the extent that realization
of such benefits is more likely than not to occur.
The Company files consolidated Federal and combined state and
local income tax returns.
Long-Lived
Assets
Long-lived assets are accounted for in accordance with
SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which requires impairment
losses to be recognized on long-lived assets used in operations
when an indication of an impairment exists. If the expected
future undiscounted cash flows are less than the carrying amount
of the assets, an impairment loss would be recognized to the
extent the carrying value of such asset exceeded its fair value.
During the first quarter of calendar year 2006, the Company
completed the amortization of certain long-lived assets
(investment advisory contracts). These investment advisory
contracts relate to cost in excess of the net assets acquired in
June 1996, were reflected as goodwill, investment advisory
contracts, and employment contracts in the Consolidated
Statements of Financial Condition. In 2005 the Company was
terminated as the investment advisor for a significant number of
accounts to which the investment advisory contracts relate. The
Company performed a valuation of the intangible assets (under
SFAS No. 144) and determined that the estimated
discounted cash flows for the remaining investment advisory
accounts acquired by the Company in 1996 was less than the
carrying value of the related assets as determined using the
Income approach. As a result, the Company recorded a charge of
approximately $2.4 million during 2005 representing the
difference between the fair value and the carrying value of the
group of assets and recorded a charge of $1.1 million in
the first quarter to fully amortize these contracts. Such amount
is reflected in amortization expense in the Consolidated
Statement of Operations.
9
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Intangible
Assets
The cost in excess of net assets of BKF acquired by the Company
in June 1996 is reflected as goodwill, investment advisory
contracts, and employment contracts in the Consolidated
Statements of Financial Condition. Through December 31,
2001, goodwill was amortized straight line over 15 years.
Effective January 1, 2002 the Company adopted
SFAS No. 142, Goodwill and Other Intangible
Assets. Under SFAS No. 142, goodwill is no
longer amortized but is subject to an impairment test at least
annually or when indicators of potential impairment exist.
During the second quarter of 2006 the Company determined that
goodwill which it carried as $14.8 million since
January 1, 2002 had become partially impaired because of
the substantial losses the business incurred as a result of the
substantial loss of assets under management due to the loss of
key personnel. As a result the Company recorded a charge of
$5.0 million to partially amortize the balance. Such amount
is reflected in restructuring losses in the consolidated
Statement of Operations. On July 24, 2006, the Company
executed a separation agreement with its Chief Investment
Officer. As a result the Company determined that under the
circumstances it would not continue managing its long only
investment strategies past September 30, 2006. At that
point the Company will have no assets under management and no
operating businesses. The effect will be the full impairment of
the remaining goodwill and the Company will record a
$9.8 million charge during the third quarter of 2006.
Earnings
Per Share
The Company accounts for Earnings Per Share under
SFAS No. 128, Earnings Per Share. Basic
earnings (loss) per share is calculated by dividing net income
(loss) by the weighted average number of common shares
outstanding during the year. Diluted earnings (loss) per share
is computed by dividing net income (loss) by the total of the
weighted average number of shares of common stock outstanding
and common stock equivalents. Diluted earnings (loss) per share
is computed using the treasury stock method.
The following table sets forth the computation of basic and
diluted (loss) per share (dollar amounts in thousands, except
per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
Net (loss)
|
|
$
|
(20,671
|
)
|
|
$
|
(2,177
|
)
|
|
$
|
(23,342
|
)
|
|
$
|
(2,328
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted-average shares
outstanding
|
|
|
8,346,545
|
|
|
|
7,529,850
|
|
|
|
8,323,900
|
|
|
|
7,487,399
|
|
Dilutive potential shares from
equity grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average shares
outstanding
|
|
|
8,346,545
|
|
|
$
|
7,529,850
|
|
|
|
8,323,900
|
|
|
$
|
7,487,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted (loss) per share
|
|
$
|
(2.48
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(2.80
|
)
|
|
$
|
(0.31
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In calculating diluted (loss) per share for the three and six
months ended June 30, 2006 and 2005 common stock
equivalents of 300,000 and 995,007, respectively, were excluded
due to their anti-dilutive effect on the calculation.
Business
Segments
The Company has not presented business segment data, in
accordance with SFAS No. 131 Disclosures about
Segments of an Enterprise and Related Information, because
it operates in one business segment, the investment advisory and
asset management business.
10
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Stock
Options
In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment
(SFAS No. 123R) requiring that the compensation cost
relating to share-based payment transactions be recognized in
financial statements. The cost is to be measured based on the
fair value of the equity or liability instruments issued. In
April 2005, the adoption date of SFAS No. 123R was
delayed to financial statements issued for the first annual
period beginning after June 15, 2005. The Company has
adopted SFAS No. 123R on January 1, 2006 using
the modified prospective method. The impact of adopting this
Standard is discussed in Note 8 Stock Options.
Reclassifications
Certain prior period amounts reflect reclassifications to
conform with the current years presentation.
Significant
Accounting Policies of Consolidated Affiliated Partnerships
(CAP)
Securities sold short represent obligations to deliver the
underlying securities sold at prevailing market prices and
option contracts written represent obligations to purchase or
deliver the specified security at the contract price. The future
satisfaction of these obligations may be at amounts that are
greater or less than that recorded on the consolidated
statements of financial condition. The CAP monitors their
positions continuously to reduce the risk of potential loss due
to changes in market value or failure of counterparties to
perform.
Minority
Interest
Minority interests in the accompanying consolidated statements
of financial condition represent the minority owners share
of the equity of consolidated investment partnerships. Minority
interest in the accompanying consolidated statements of
operations represents the minority owners share of the
income or loss of consolidated investment partnerships.
Partner
Contributions and Withdrawals
Typically, contributions are accepted monthly and withdrawals
are made quarterly upon the required notification period having
been met. The notification period ranges from thirty to sixty
days.
Recent
Accounting Developments
In June 2005, the FASB issued SFAS No. 154, Accounting
Changes and Error Corrections. SFAS No. 154 replaces
APB Opinion No. 20, Accounting Changes, and
SFAS No. 3, Reporting Accounting Changes in Interim
Financial Statements. SFAS No. 154 requires that a
voluntary change in accounting principle be applied
retrospectively with all prior period financial statements
presented on the new accounting principle.
SFAS No. 154 also requires that a change in the method
of depreciating or amortizing a long-lived non-financial asset
be accounted for prospectively as a change in estimate, and
correction of errors in previously issued financial statements
should be termed restatements.
SFAS No. 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after
December 15, 2005. The implementation of
SFAS No. 154 is not expected to have a significant
impact on the Companys consolidated financial statements.
In June 2005, the FASB ratified the consensus reached by the
Emerging Issues Task Force (EITF) on Issue
No. 04-05,
Determining Whether a General Partner, or General Partners
as a Group, Controls a Limited Partnership or Similar Entity
When the Limited Partners Have Certain Rights
(EITF 04-05).
EITF 04-05
provides a framework for determining whether a general partner
controls, and should consolidate, a limited partnership or a
similar entity.
EITF 04-05
became effective on June 29, 2005, for all newly formed or
modified limited partnership arrangements and January 1,
2006 for all existing limited partnership arrangements. The
11
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Company believes that the adoption of this standard will not
have a material effect on its consolidated financial statements.
|
|
2.
|
Off-Balance
Sheet Risk
|
LEVCO Securities acts as an introducing broker and all
transactions for its customers are cleared through and carried
by a major U.S. securities firm on a fully disclosed basis.
LEVCO Securities has agreed to indemnify its clearing broker for
losses that the clearing broker may sustain from the customer
accounts introduced by LEVCO Securities. In the ordinary course
of its business, however, LEVCO Securities does not accept
orders with respect to client accounts if the funds required for
the client to meet its obligations are not on deposit in the
client account at the time the order is placed.
In the normal course of business, the CAP enter into
transactions in various financial instruments, including
derivatives, for trading purposes, in order to reduce their
exposure to market risk. These transactions include option
contracts and securities sold short.
Substantially all of the CAP cash and securities positions are
deposited with one clearing broker for safekeeping purposes. The
broker is a member of major securities exchanges.
|
|
3.
|
Investment
Advisory Fees Receivable
|
Included in investment advisory fees receivable are
approximately $507,000 and $203,000 of accrued incentive fees as
of June 30, 2006 and December 31, 2005, respectively,
for which the full contract measurement period has not been
reached. The Company has provided for the applicable expenses
relating to this revenue. If the accrued incentive fees are not
ultimately realized, a substantial portion of the related
accrued expenses will be reversed. For the three months ended
June 30, 2006 approximately $1,370,000 of accrued
incentives fees were reversed as a result of a decline in
performance incurred during the quarter.
As required by SFAS 94, the Company consolidates AIP in
which the Company has a controlling financial interest. The
consolidation of these partnerships does not impact the
Companys equity or net income. BKF GP has general partner
liability with respect to its interest in each of the CAP.
The following table presents the consolidation of the CAP with
BKF as of June 30, 2006. The consolidating statements of
financial condition have been included to assist investors in
understanding the components of
12
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
financial condition and operations of BKF and the CAP. A
significant portion of the results of operations have been
separately identified in the consolidated statements of
operations (dollar amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006
|
|
|
|
BKF
|
|
|
CAP
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
21,839
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
21,839
|
|
U.S. Treasury bills
|
|
|
17,289
|
|
|
|
|
|
|
|
|
|
|
|
17,289
|
|
Investment advisory and incentive
fees receivable
|
|
|
969
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
967
|
|
Investments in securities, at
value (cost $3,818)
|
|
|
4,403
|
|
|
|
|
|
|
|
|
|
|
|
4,403
|
|
Investments in affiliated
partnerships
|
|
|
5,219
|
|
|
|
|
|
|
|
(5,143
|
)
|
|
|
76
|
|
Prepaid expenses and other assets
|
|
|
3,227
|
|
|
|
4
|
|
|
|
|
|
|
|
3,231
|
|
Fixed assets (net of accumulated
depreciation of $7,770)
|
|
|
2,404
|
|
|
|
|
|
|
|
|
|
|
|
2,404
|
|
Goodwill (net of accumulated
amortization of $13,613)
|
|
|
9,749
|
|
|
|
|
|
|
|
|
|
|
|
9,749
|
|
Consolidated affiliated
partnerships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due from broker
|
|
|
|
|
|
|
6,253
|
|
|
|
|
|
|
|
6,253
|
|
Investments in securities, at
value (cost $3,989)
|
|
|
|
|
|
|
4,036
|
|
|
|
|
|
|
|
4,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
65,099
|
|
|
$
|
10,291
|
|
|
$
|
(5,143
|
)
|
|
$
|
70,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities, minority interest
and stockholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
4,139
|
|
|
$
|
34
|
|
|
$
|
|
|
|
$
|
4,173
|
|
Accrued bonuses
|
|
|
2,849
|
|
|
|
|
|
|
|
|
|
|
|
2,849
|
|
Accrued lease amendment expense
|
|
|
6,516
|
|
|
|
|
|
|
|
|
|
|
|
6,516
|
|
Consolidated affiliated
partnerships:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities sold short, at value
(proceeds of $2,313)
|
|
|
|
|
|
|
2,320
|
|
|
|
|
|
|
|
2,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
$
|
13,504
|
|
|
|
2,354
|
|
|
|
|
|
|
$
|
15,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest in CAP
|
|
|
|
|
|
|
|
|
|
|
2,794
|
|
|
|
2,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $1 par value,
authorized 15,000,000 shares, issued and
outstanding 8,255,264 shares
|
|
$
|
8,255
|
|
|
|
|
|
|
|
|
|
|
$
|
8,255
|
|
Additional paid-in capital
|
|
|
84,205
|
|
|
|
|
|
|
|
|
|
|
|
84,205
|
|
Accumulated deficit
|
|
|
(33,510
|
)
|
|
|
|
|
|
|
|
|
|
|
(33,510
|
)
|
Unearned compensation
restricted stock
|
|
|
(7,355
|
)
|
|
|
|
|
|
|
|
|
|
|
(7,355
|
)
|
Capital from consolidated
affiliated partnerships
|
|
|
|
|
|
|
7,937
|
|
|
|
(7,937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
$
|
51,595
|
|
|
$
|
7,937
|
|
|
$
|
(7,937
|
)
|
|
$
|
51,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities, minority
interest and stockholders equity
|
|
$
|
65,099
|
|
|
$
|
10,291
|
|
|
$
|
(5,143
|
)
|
|
$
|
70,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5.
|
Investments
in Affiliated Investment Partnerships and Related
Revenue
|
Summary financial information, including the Companys
carrying value and income from the unconsolidated AIP is as
follows (dollar amounts in thousands):
|
|
|
|
|
|
|
June 30,
|
|
|
|
2006
|
|
|
Total AIP assets
|
|
$
|
5,830
|
|
Total AIP liabilities
|
|
|
(271
|
)
|
Total AIP capital balance
|
|
|
5,559
|
|
AIP net earnings
|
|
|
(481
|
)
|
Companys carrying value
(including incentive allocations)
|
|
|
76
|
|
Companys (loss) on invested
capital (excluding accrued incentive allocations)
|
|
|
(2
|
)
|
Included in the carrying value of investments in AIP at
June 30, 2006 and December 31, 2005 are accrued
incentive allocations approximating $0 and $5.2 million,
respectively.
Included in the Companys incentive fees and general
partner incentive allocations are approximately $0 and $964,000
payable directly to employee owned and controlled entities
(Employee Entities) for the three months ended
June 30, 2006 and 2005, respectively and $755,000 and
$1.9 million for the six months ended June 30, 2006
and 2005 respectively. These amounts are included in the
Companys carrying value of the AIP at the end of the
applicable period. These Employee Entities, which serve as
non-managing general partners of several AIP, also bear the
liability for all compensation expense relating to the allocated
revenue, amounting to approximately $0 and $964,000 for the
three months ended June 30, 2006 and 2005, respectively and
$755,000 and $1.9 million for the six months ended
June 30, 2006 and 2005 respectively. These amounts are
included in the Consolidated Statement of Operations.
The Company recorded investment advisory fees and incentive
allocations/fees from unconsolidated affiliated domestic
investment partnerships and affiliated offshore investment
vehicles of approximately $(0.3) and $18.2 million for the
three months ended June 30, 2006 and 2005, respectively and
$7.2 million and $37.3 million for the six months
ended June 30, 2006 and 2005 respectively.
Included in investment advisory and incentive fees receivable at
June 30, 2006 and December 31, 2005 are $0 and
$1.9 million, respectively, of advisory fees from AIP and
sponsored investment offshore vehicles. Also included in
investment advisory and incentive fees receivable are $0.2 and
$11.2 million of incentive fees from sponsored offshore
investment vehicles at June 30, 2006 and December 31,
2005, respectively.
|
|
6.
|
Contractual
Obligations
|
In the ordinary course of business, the Company enters into
contracts with third parties pursuant to which BKF or the third
party provides services to the other. In many of the contracts,
the Company agrees to indemnify the third party under certain
circumstances. The terms of the indemnity vary from contract to
contract and the amount of the indemnification liability, if
any, cannot be determined.
First Quarter 2005:
|
|
|
|
|
Certain executive officers of the Company, who are subject to
performance based criteria with regard to their 2004
compensation, and several employees were granted
75,344 shares of restricted stock with a value of
approximately $3.2 million, which vest over a three-year
period. The amount unearned as of March 31, 2005 is
recorded as unearned compensation in the consolidated statement
of financial condition.
|
14
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
The Company withheld 112,874 shares of common stock for
required withholding taxes in connection with the delivery of
280,854 restricted stock units (RSU).
|
|
|
|
5,000 unvested RSU were forfeited.
|
|
|
|
The restriction on 9,600 shares of restricted stock was
lifted and delivered.
|
|
|
|
9,000 shares of restricted stock were granted to
non-employee Directors for 2005 Directors fees with a value
of approximately $360,000.
|
Second Quarter 2005:
|
|
|
|
|
The restriction on 4,800 shares of restricted stock was
lifted and delivered.
|
|
|
|
3,433 shares of restricted stock were granted to several
employees with a value of approximately $132,000, of which 1,174
unvested shares were forfeited.
|
First Quarter 2006:
|
|
|
|
|
Certain officers and employees of the Company were granted
145,000 shares of restricted stock with a value of
approximately $2.0 million, which vest over a three-year
period. The amount unearned as of March 31, 2006 is
recorded as unearned compensation in the consolidated statement
of financial condition.
|
|
|
|
The Company withheld 74,428 shares of common stock for
required withholding taxes in connection with the delivery of
RSU and restricted stock.
|
|
|
|
11,953 shares of unvested restricted stock were forfeited.
|
|
|
|
The restriction on 5,764 shares of restricted stock was
lifted and delivered.
|
|
|
|
4,592 shares of restricted stock were granted to
non-employee Directors for 2005 Directors fees with a value
of approximately $59,000.
|
Second Quarter 2006:
|
|
|
|
|
181,650 shares of unvested restricted stock were forfeited.
|
|
|
|
The restriction on 4,382 shares of restricted stock was
lifted and delivered.
|
|
|
|
12,500 shares of restricted stock were granted to a
non-employee service provider with a value of approximately
$107,000.
|
Effective January 1, 2006, the Company adopted the
provisions of Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment
(SFAS No. 123R) requiring that compensation cost
relating to share-based payment transactions be recognized in
the financial statements. The cost is measured at the grant
date, based on the calculated fair value of the award, and is
recognized as an expense over the employees requisite
service period (generally the vesting period of the equity
award). Prior to January 1, 2006, the Company accounted for
share-based compensation to employees in accordance with
Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB
No. 25), and related interpretations. We also followed the
disclosure requirements of Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based
Compensation, as amended by Statement of Financial
Accounting Standards No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure. We
adopted SFAS 123R using the modified prospective method
and, accordingly, financial statement amounts for prior periods
presented in this
Form 10-Q
have not been restated to reflect the fair value method of
recognizing compensation cost relating to stock options.
There was $489,000 and $198,000 of compensation cost related to
non-qualified stock options recognized in operating results
(included in selling, general and administrative expenses) in
the six months and three months ended June 30, 2006
respectively.
15
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The fair value of each option award is estimated on the grant
date using the Black-Scholes option-pricing model. Expected
volatility is based on implied volatilities from the public
trading price of BKF stock. The Company used a 10 year
option life as the expected term. The expected term represents
an estimate of the time options are expected to remain
outstanding. The risk-free rate for periods within the
contractual life of the option is based on the
U.S. treasury yield curve in effect at the time of grant.
The following table sets forth the assumptions used to determine
compensation cost for our non-qualified stock options consistent
with the requirements of SFAS No. 123R.
|
|
|
|
|
|
|
Six Months
|
|
|
|
June 30,
|
|
|
|
2006
|
|
|
Expected volatility
|
|
|
39.79
|
%
|
Expected annual dividend yield
|
|
|
0.00
|
%
|
Risk free rate of return
|
|
|
4.49
|
%
|
Expected option term (years)
|
|
|
10.0
|
%
|
The following table summarizes the information about stock
option activity for the six months ended June 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Weighted-Average
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Outstanding at December 31,
2005
|
|
|
273,396
|
|
|
$
|
18.61
|
|
Granted
|
|
|
50,000
|
|
|
|
13.75
|
|
Lapsed or canceled
|
|
|
(3,841
|
)
|
|
|
13.03
|
|
|
|
|
|
|
|
|
|
|
Outstanding at March 31, 2006
|
|
|
319,555
|
|
|
|
17.91
|
|
Exercisable at March 31, 2006
|
|
|
82,055
|
|
|
|
17.31
|
|
Lapsed or canceled
|
|
|
(19,555
|
)
|
|
|
15.40
|
|
Outstanding at June 30, 2006
|
|
|
300,000
|
|
|
|
18.08
|
|
Exercisable at June 30, 2006
|
|
|
62,500
|
|
|
|
17.91
|
|
At June 30, 2006 there was $1.8 million of total
unrecognized compensation cost related to non-vested stock
options, which is expected to be recognized over a
weighted-average period of 2.50 years. The total fair value
of options vested during the six months and three months ended
June 30, 2006 was $94,000. There were no options vested
during the three months ended June 30, 2006.
There were no tax provisions for the first half of 2006. This
amount differs from the amount of income tax determined by
applying the applicable U.S. federal statutory income tax
rate principally due to operating losses and the prior
utilization of the Companys tax carry back.
The Company has recorded a valuation allowance of approximately
$5.7 million against its net deferred tax asset as of
June 30, 2006. The Company believes that it is not more
likely than not that this deferred tax benefit will be utilized
in the foreseeable future.
|
|
10.
|
Restructuring
Expenses
|
During the second quarter of 2006, the Company established a
restructuring reserve to account for the termination costs
associated with employee separation agreements of
$2.5 million, losses incurred in subleasing excess office
space of $3.3 million and the full amortization of
leaseholds and equipment related to those subleases amounting to
$1.6 million and the partial amortization of the goodwill
balance of $5.0 million.
During July 2006, the Company agreed in principle to sublet
approximately 17,000 square feet of office space in its
headquarters to a third party in addition to the office space
sublease executed in May, 2006. The Company will
16
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
establish a reserve of approximately $3.1 million at the
point the sublease is signed. The Company is seeking to sublease
additional space and will record reserves as appropriate.
On July 24, 2006, the Company executed a separation
agreement with its Chief Investment Officer. As a result the
Company determined that under the circumstances it would not
continue managing its long only investment strategies past
September 30, 2006. It also has agreed to separate from the
related portfolio managers and support staff approximately 20
employees in total. It is anticipated the separation expenses
will approximate $5.0 million, a portion of which has
already been recorded as guaranteed accrued compensation as of
June 30, 2006 and the remainder will be recorded as a
restructuring expense as appropriate. It is also expected that
the Companys determination to exit from its only remaining
business will result in the full impairment of its goodwill. The
Company will record a $9.8 million change to restructuring
expense in the third quarter.
On July 7, 2006, the Company filed its plan with the New
York Stock Exchange (NYSE) to remedy its violation
of NYSE minimum listing standards. Currently, the Company is
responding to NYSE staff comments on the plan. The plan is
expected to be submitted to the Listings and Compliance
Committee of the NYSE in mid-August for its consideration. If
the NYSE approves the business plan, the Company will have 18
months to implement the plan and to comply with the NYSE listing
standards. If the business plan is not approved, the NYSE is
expected to delist BKFs common stock.
17
|
|
Item 2.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
OVERVIEW
In the third quarter of 2005, the Company began suffering a
substantial loss of assets under management due to the departure
of key personnel and uncertainty surrounding the future of the
business. The deterioration in assets has continued through the
first half of 2006.
Since the beginning of 2006 assets managed in the long
only strategies have declined and as of June 30, 2006
were $1.9 billion down from $4.5 billion at year end.
In the second quarter, the two major alternative strategies with
assets under management of $752 million at March 31,
2006 were liquidated. During July 2006, the Company announced
the departure of its Chief Investment Officer (CIO)
and its intention to exit the long only strategies
on an orderly basis during the third quarter. See
Recent Developments for additional
information.
As a result, the Company expects to have no operating business
and no assets under management at September 30, 2006. The
Companys principal assets consist of a significant cash
position, sizeable net operating tax losses to carry forward, a
public listing on the New York Stock Exchange (the
NYSE) and a small revenue stream consisting of fee
sharing payments from departed portfolio managers. The revenue
stream will be insufficient to cover operating expenses.
As previously disclosed, the Company has been evaluating
strategic alternatives. Currently, the Company is considering
three options:
|
|
|
|
|
Initiating a new asset management venture to be funded by a
capital rising event;
|
|
|
|
Merging with or acquiring a third party to acquire an asset
management business with the merger or acquisition potentially
being funded by a capital raising event; and
|
|
|
|
If the other options are not available, liquidating the Company
and distributing a portion of the Companys cash to
stockholders.
|
It is expected that the Company will announce a strategic plan
during the third quarter of 2006.
Since the beginning of the year, the number of employees at BKF
has been reduced from 96 to 32 and will be reduced by a further
20 employees once all the long only accounts are terminated.
BKF also has a wholly-owned broker-dealer subsidiary that clears
through Bear Stearns Securities Corp. on a fully disclosed
basis. As of June 30, 2006 the broker-dealer subsidiary has
notified customer accounts that it will cease to service them in
30 days. An application to withdraw the broker
dealers registration will be filed in the third quarter.
Recent
Developments
As of December 31, 2004, the Company had $13.6 billion of
assets under management. In the first half of 2005, a group of
stockholders launched a proxy fight to elect three new
directors. It was announced at the Companys annual meeting
on June 23, 2005, that these stockholders were successful
and three new directors were elected to the Companys
board. The proxy contest created significant uncertainty for the
Companys business and employees and, as a result,
throughout 2005 the Company suffered significant declines in
assets under management.
Following the proxy contest, in August 2005, John A. Levin,
the Companys founder and then Chief Executive Officer,
agreed to resign effective upon the appointment of a new Chief
Executive Officer. The new Chief Executive Officer, John C.
Siciliano, assumed his role on September 28, 2005. Under
the terms of a separation agreement the Company entered into
with Mr. Levin, he was allowed to solicit clients
representing approximately $2.1 billion of assets under
management by the Company. Under the separation agreement, the
Company has an economic stake equal to 15% of the investment
fees generated by Mr. Levins firm from such former
clients (to the extent clients invest in strategies similar to
those that had been utilized by them at the Company).
In April 2005, the Company entered into a letter agreement
with the senior portfolio managers of the Companys
alternative and event driven strategies, including
Henry Levin, son of John A. Levin, setting forth
compensation arrangements for 2005 for these portfolio managers
and others in their group. During the third quarter
18
of 2005, the Company negotiated with various portfolio managers
of these alternative and event driven strategies to
enter into long-term compensation arrangements. The Company
announced on October 18, 2005 that it was not successful in
these negotiations. As a result, the Company liquidated these
alternative and event driven strategies, which
represented 41.3% of the Companys revenues during 2005.
Also in 2005, the Company entered into compensation arrangements
for 2006 with the senior portfolio managers of its two remaining
major alternative investment strategies, the actively traded
long-short equity and small-mid cap long-short equity
strategies, and with Philip Friedman, the Companys CIO,
and the senior portfolio manager of the Companys long-only
equity business. These arrangements contemplated superseding
longer-term economic arrangements would be reached in the first
quarter of 2006 and provided that the teams in these strategies
would receive 25% of their 2006 bonus pool on April 15, 2006 for
members of the team still in the employ of the company at
March 31, 2006 if no such arrangements were reached.
Thereafter, the members of the team would be eligible to receive
the balance of 75% of their annual bonus if they were terminated
by the company prior to December 31, 2006 or if they were
still in the employ of the Company at that date.
The Company was unable to reach long-term compensation
arrangements with the senior portfolio managers of its actively
traded long-short equity and small-mid cap long-short equity
strategies. As a result, the strategies were liquidated and the
portfolio managers left the Company in April 2006. These
strategies represented 23.5% of the Companys revenues for
2005.
The Company also did not enter into a longer term employment
arrangement with Mr. Friedman. The Company announced on
July 24, 2006 that Mr. Friedman had resigned and that
the portfolios following the Companys long
only strategies, which represented the remaining
$1.9 billion of assets under management as of June 30,
2006, would be liquidated during the third quarter of 2006. As a
result, once the Companys long only strategies
are liquidated, the Company will no longer have an operating
business nor will it have any assets under management.
RISK
FACTORS
As described above, following the departure of its CIO in July
2006, the Company determined to exit its long only business. As
a result, BKF will be left with a very small revenue stream, a
few staff members, a strong cash position and certain other
assets as mentioned above. Although the Company is currently
reviewing strategic alternatives, there are a number of
additional risks that could adversely affect the Company. These
include:
The
ability of BKF to continue as an operating company is dependent
on its ability to consummate a merger or an acquisition
and/or to
raise additional capital.
The Companys available options include (i) forming a
new asset management venture and (ii) merging with or
acquiring a third party. The Company has no pending
transactions. Any such transaction will be subject to
identifying suitable business and negotiating definitive
agreements. Furthermore, any definitive agreement could be
subject to various conditions, including regulatory approvals.
Therefore, there can be no assurance that the Company will be
able to effect any such transaction. Furthermore, although the
Companys cash position is sufficient to allow it to
operate for a protracted period, the Company believes that it
will need to raise debt or equity capital to finance any such
transaction. The ability to raise additional capital is subject
to market conditions, the willingness of investors to invest in
a new or startup business and other factors. Furthermore,
certain common stock offerings may require stockholder approval.
Also, an equity or rights offering could be dilutive to the
existing stockholders of the Company. There can be no assurance
that the Company will be able to raise any additional capital on
favorable terms at all. If the Company is unable to effect a
transaction or to raise additional capital, the Company would
expect to be dissolved and liquidated. Furthermore, even if a
transaction or financing occurs, the terms of the transaction or
financing may not be favorable to the Company and its
stockholders and could result in a decline in the stock price of
the Company.
19
If the
Company is liquidated, the stockholders of the Company may not
receive cash proceeds equal to the current stock price or book
value of the Company.
If the Company is dissolved and liquidated, the creditors of the
Company will be paid prior to any distribution to the
stockholders. Furthermore, the Company expects to reserve a
significant portion of its cash to pay for future liabilities,
such as rental expenses, employment termination costs and other
contractual obligations. As a result, the cash remaining to be
distributed to stockholders is expected to be significantly less
than the Companys current cash position and could be less
than the stock price or book value of the Company.
BKFs
common stock may lose its listing on the NYSE.
As previously disclosed, on May 24, 2006, BKF was notified
by the NYSE that it had failed to meet one of the NYSE listing
standards because over a consecutive
30-day
trading period its total market capitalization was less than
$75 million and its stockholders equity as of
March 31, 2006 was below $75 million (at
$72.0 million). The Company has met with the NYSE staff and
is in the process of finalizing a business plan whose goal is to
restore compliance with the NYSE listing standards. The business
plan is to be submitted to the NYSE on or about August 17,
2006. If the NYSE approves the business plan, the Company will
have 18 months to implement the plan and to comply with the
NYSE listing standards. If the business plan is not approved,
the NYSE is expected to delist BKFs common stock. Even if
the business plan is approved, the Company may not be able to
comply with some of the other NYSE listing standards. For
example, if BKFs market capitalization falls below
$25 million for 30 consecutive days, it could be subject to
delisting. If BKFs common stock is delisted, it is
expected to adversely affect the liquidity and price of the
common stock. Finally, in such event, no assurance can be given
that any market will develop for the BKF common stock.
BKFs
ability to consider strategic alternatives and to make
investments in new businesses will be limited by the terms of
the Investment Company Act of 1940.
Any company primarily that engaged in the business of investing
reinvesting, or trading or holding securities is an investment
company subject to the registration and other regulatory
requirements of the Investment Company Act of 1940 (the
1940 Act). The Companys primary business is
investment advising and asset management. The significant
reduction in its assets under management has substantially
reduced BKFs assets, with the remaining assets being
concentrated in cash and cash equivalents, U.S. treasury
bills and investments in securities and investment partnerships.
The Company does not believe it is an investment company and has
no intent to become an investment company. Therefore, as a
protective measure, the Company intends to rely upon
Rule 3a-2
under the 1940 Act. Under
Rule 3a-2,
a company that has a bona fide intent to be engaged in a
business other than that of an investment company may avoid
being classified and regulated as an investment company for up
to a year. After that one-year period, the Company must either
not be an investment company, be exempt from the provisions of
the 1940 Act or registar as an investment Company and become
subject to 1940 Act regulation. (The Company may also seek an
order from the SEC regulating that the one-year period be
extended. There can be an assurance that the SEC would grant
such an order). As a result, the Companys ability to
consider strategic alternatives over an extended period will be
limited. In addition, the 1940 Act restricts the ability of the
Company to make non-controlling investments. Therefore, the
Companys ability to consider different types of strategic
alternatives and to determine how to use its cash position will
be subject to certain limitations imposed by the 1940 Act.
RESULTS
OF OPERATIONS
The following discussion and analysis of the results of
operations is based on the Consolidated Statements of Financial
Condition and Consolidated Statements of Operations for BKF and
its subsidiaries. Because of the substantial reduction in assets
under management and the Companys determination to exit
its long only strategies, these financial results will not be
indicative of the Companys future results. It should be
noted that certain affiliated investment partnerships in which
BKF may be deemed to have a controlling interest have been
consolidated. The number and identity of the partnerships being
consolidated may change over time as the percentage interest
held by BKF and its affiliates in affiliated partnerships
changes. The assets, liabilities and related operations of these
partnerships and related minority interest have been reflected
in the consolidated financial statements for the three-
20
months and six months periods ended June 30, 2006 and
June 30, 2005. The consolidation of the partnerships does
not impact BKFs equity or net income.
Three
Months Ended June 30, 2006 as Compared to Three Months
Ended June 30, 2005
Revenues
Total revenues for the second quarter of 2006 were
$1.0 million, reflecting a decrease of 96.5% from
$29.7 million in revenues in the same period in 2005. This
decrease is primarily attributable to the termination of all
alternative strategies and the decline in assets under
management of the long-only strategies. The Company expects to
have no operating business and no assets under management as of
September 30, 2006. The revenues generated by the various
investment strategies were as follows (all amounts are in
thousands):
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Investments Management Fees (IMF)
|
|
|
|
|
|
|
|
|
Long-Only
|
|
$
|
1,955
|
|
|
$
|
8,061
|
|
Event-Driven
|
|
|
|
|
|
|
6,409
|
|
Long-Short
|
|
|
230
|
|
|
|
3,019
|
|
Short-Biased
|
|
|
|
|
|
|
1,130
|
|
Small Mid-Cap Long-Short
|
|
|
118
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
523
|
|
|
|
|
|
|
|
|
|
|
Total IMF Fees
|
|
|
2,303
|
|
|
|
19,142
|
|
|
|
|
|
|
|
|
|
|
Incentive Fees and Allocations
|
|
|
|
|
|
|
|
|
Long-Only
|
|
|
(776
|
)
|
|
|
1,038
|
|
Event-Driven
|
|
|
|
|
|
|
7,443
|
|
Active Long-Short
|
|
|
(202
|
)
|
|
|
(86
|
)
|
Short-Biased
|
|
|
|
|
|
|
(109
|
)
|
Small Mid-Cap Long-Short
|
|
|
(392
|
)
|
|
|
|
|
Other
|
|
|
|
|
|
|
970
|
|
|
|
|
|
|
|
|
|
|
Total Incentive Fees
|
|
|
(1,370
|
)
|
|
|
9,256
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
|
933
|
|
|
|
28,398
|
|
|
|
|
|
|
|
|
|
|
Commission Income and Other
|
|
|
371
|
|
|
|
183
|
|
Investment and Interest Income
Gain (Loss)
|
|
|
(180
|
)
|
|
|
493
|
|
Investment Income from
Consolidated Affiliated Partnerships
|
|
|
48
|
|
|
|
652
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
$
|
1,172
|
|
|
$
|
29,726
|
|
|
|
|
|
|
|
|
|
|
The decline in asset-based advisory fees was due to a
significant loss of assets under management across all products.
In the second quarter of 2006 the actively traded long-short and
small-mid cap long-short alternative investment strategies were
terminated as the result of the departures of the portfolio
managers managing them. Portfolios were liquidated and the
proceeds were returned to investors. Investment losses were
incurred during the period and a portion of the incentive fees
earned during the first quarter was reversed.
In 2005, Philip Friedman, then the Chief Investment Officer and
the Company entered into a compensation arrangement that
extended the existing economic arrangement for the long-only
investment team through December 2006. This agreement
contemplated that a superseding, longer-term economic
arrangement would be reached in the first quarter of 2006. No
such longer-term agreement was reached. As a result, under the
terms of
21
the agreement, Mr. Friedman and his investment team were
paid 25% of their 2006 bonus pool. On July 24, 2006
Mr. Friedman departed from the Company and entered into a
separation agreement with BKF. In light of these changed
business conditions, management has decided to exit the long
only strategies and is in the process of closing customer
accounts.
Commission income and other for the second quarter of 2006 was
$371,000, as compared to $183,000 for the second quarter of
2005. Of this 2006 amount, $335,000 represents payments from a
firm founded by John A. Levin, the former Chief Executive
Officer of BKF, pursuant to an agreement between Mr. Levin
and BKF. The payments are based on a percentage of the revenues
generated by clients of Mr. Levins new firm that had
been clients of BKF. Revenue generated by the broker-dealer
business declined as the result of a decrease in the number of
accounts maintained at the broker-dealer and since early May
2006, there has been virtually no commissions.
Net realized and unrealized gain on investments and interest and
dividend income loss from consolidated affiliated partnerships
was $48,000 in the six months ended 2006, as compared to
$652,000 in the same period of 2005. The gains/losses on
investments and dividend and interest income from consolidated
investment partnerships include minority interests, i.e.,
the portion of the gains or losses generated by the partnerships
allocable to all partners other than BKF GP, Inc., which are
separately identified on the consolidated statements of
operations.
Expenses
Total operating expenses for the second quarter of 2006 were
$9.4 million, reflecting a decrease of 70.5% from
$31.8 million in expenses in the same period in 2005.
Employee compensation and benefit expense (including grants of
equity awards) was $5.9 million in the second quarter of
2006, reflecting a decrease of 76.0% from $24.7 million in
the second quarter of 2005. These results primarily reflect the
reduction of personnel.
Occupancy and equipment rental was $1.7 million in the
second quarter of 2006, slightly lower than the same period last
year.
Other operating expenses were $1.7 million in the second
quarter of 2006, reflecting a 52.7% decrease from
$3.6 million in the same period in 2005 resulting from the
elimination of service and fees , and generally lower expenses
of operating the business.
Restructuring
Expenses
Included in the restructuring reserve established in the second
quarter of 2006 is the partial write-off of the remaining
goodwill of $5.0 million, the lease reserve for the
sublease of $4.9 million and severance payments to
terminating employees of $2.5 million.
BKF continues to be in the process of reducing personnel and
seeking to sublease a significant portion of its premises, which
can be expected to result in charges relating to lease and
personnel costs. In May 2006, BKF executed a sublease of
approximately 16,000 square feet of its office space to a
third party. A reserve of $4.9 million was established to
account for the future losses related to that space. In July
2006, a sublease for an additional 17,000 square feet of
office space was agreed to in principle. An additional reserve
of approximately $3.1 million will be established in the
third quarter to account for future losses related to that
sublease. There will be additional reserves related to severance
costs established in the third quarter as employees separate
from the Company. It is estimated that the payments will be
approximately $5 million for the long only employees. The
remaining $9.8 million of goodwill will be written off in
the third quarter.
Taxes
There were no income taxes for the second quarter of 2006
compared to $91,000 million of tax expense in the same
period of 2005.
Net
Losses
There was a $20.7 net loss for the second quarter of 2006
compared to a net loss of $2.2 million in 2005.
22
Six
Months Ended June 30, 2006 as Compared to Six Months Ended
June 30, 2005
Revenues
Total revenues for the first half of 2006 were
$21.0 million, reflecting a decrease of 66.5% from
$62.6 million in revenues in the same period in 2005. This
decrease is primarily attributable to the termination of all
alternative strategies and the decline in assets under
management of the long-only strategies. The revenues generated
by the various investment strategies were as follows (all
amounts are in thousands):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2006
|
|
|
2005
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Investments Management Fees (IMF)
|
|
|
|
|
|
|
|
|
Long-Only
|
|
$
|
5,066
|
|
|
$
|
16,606
|
|
Event-Driven
|
|
|
|
|
|
|
13,403
|
|
Long-Short
|
|
|
2,663
|
|
|
|
6,081
|
|
Short-Biased
|
|
|
|
|
|
|
2,199
|
|
Small Mid-Cap Long-Short
|
|
|
619
|
|
|
|
|
|
Other
|
|
|
11
|
|
|
|
1,053
|
|
|
|
|
|
|
|
|
|
|
Total IMF Fees
|
|
|
8,359
|
|
|
|
39,342
|
|
|
|
|
|
|
|
|
|
|
Incentive Fees and Allocations
|
|
|
|
|
|
|
|
|
Long-Only
|
|
|
|
|
|
|
2,062
|
|
Event-Driven
|
|
|
179
|
|
|
|
13,006
|
|
Active Long-Short
|
|
|
8,626
|
|
|
|
5,025
|
|
Short-Biased
|
|
|
|
|
|
|
|
|
Small Mid-Cap Long-Short
|
|
|
1,212
|
|
|
|
|
|
Other
|
|
|
61
|
|
|
|
981
|
|
|
|
|
|
|
|
|
|
|
Total Incentive Fees
|
|
|
10,078
|
|
|
|
21,074
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
|
18,437
|
|
|
|
60,416
|
|
|
|
|
|
|
|
|
|
|
Commission Income and Other
|
|
|
852
|
|
|
|
377
|
|
Investment and Interest Income
|
|
|
1,224
|
|
|
|
814
|
|
Investment Income from
Consolidated Affiliated Partnerships
|
|
|
489
|
|
|
|
1,003
|
|
|
|
|
|
|
|
|
|
|
Total Revenue
|
|
$
|
21,002
|
|
|
$
|
62,610
|
|
|
|
|
|
|
|
|
|
|
The decline in asset-based advisory fees was due to a
significant loss of assets under management across all products.
Commission income (net) and other for the first half of 2006 was
$852,000, as compared to $377,000 for the same period of 2005.
Of this 2006 amount, $690,000 represents payments from a firm
founded by John A. Levin, the former Chief Executive Officer of
BKF, pursuant to an agreement between Mr. Levin and BKF.
Revenue generated by the broker-dealer business declined as the
result of a decrease in the number of accounts maintained at the
broker-dealer and reduced trading activity in such accounts.
Net realized and unrealized gain on investments and interest and
dividend income from consolidated affiliated partnerships was
$489,000 in the six months ended 2006, as compared to $1,003 in
the same period of 2005. The gains/losses on investments and
dividend and interest income from consolidated investment
partnerships include minority interests, i.e., the
portion of the gains or losses generated by the partnerships
allocable to all partners other than BKF GP, Inc., which are
separately identified on the consolidated statements of
operations.
23
Expenses
Total operating expenses for the first half of 2006 were
$31.8 million, reflecting a decrease of 50.0% from
$63.5 million in expenses in the same period in 2005.
Employee compensation and benefit expense (including grants of
equity awards) was $22.5 million in the first half of 2006,
reflecting a decrease of 54.9% from $49.9 million in the
second quarter of 2005. These results primarily reflect the
reduction of personnel.
Occupancy and equipment rental was $3.1 million in the
first half of 2006, reflecting a 5.4% decrease from
$3.3 million in the same period in 2005 as a result of less
office equipment expense, lower depreciation and subleases
commencing late in the second quarter.
Other operating expenses were $4.9 million in the first
half of 2006, reflecting a 27.3% decrease from $6.8 million
in the same period in 2005 generally due to reduced second
quarter business activity.
Taxes
There was no income tax expense for this first half of 2006
compared to a $1.0 million expense in 2005.
Operating
Income (Loss)
Operating loss for the first half of 2006 was $10.8 million
as compared to an operating loss of $931,000 for the same period
in 2005.
LIQUIDITY
AND CAPITAL RESOURCES
BKFs current assets as of June 30, 2006 consist
primarily of cash, short-term investments and investment
advisory and incentive fees receivable.
While BKF has historically met its cash and liquidity needs
through cash generated by operating activities, because of the
significant decrease in revenues as the result of terminations
and withdrawals, cash flow from operating activities has not
been sufficient to fund operations during 2006. BKF will use its
existing working capital for such purposes. As of June 30,
2006, cash and cash equivalents, US Treasury bills, receivables,
investments and consolidated affiliated partnerships assets
represent current assets and totaled $54.8 million. There
are certain liabilities which would also be considered current
in the form of accrued expenses, accrued compensation and
consolidated affiliated partnerships liabilities, including
minority interest, totaling $12.1 million. Net current
assets at June 30, 2006 were approximately
$42.7 million. The Company expects net current assets to
decline as needed to fund operating losses.
At June 30, 2006, BKF had cash, cash equivalents and
U.S. Treasury bills of $39.1 million, compared to
$56.8 million at December 31, 2005. This decrease
primarily reflects the payment of cash bonuses in 2006 that were
accrued in 2005, which was partly offset by the collection of
receivables and the withdrawal of general partner incentive
allocations from affiliated investment partnerships. The
decrease in investment advisory and incentive fees receivable
from $21.8 million at December 31, 2005 to
$1.0 million at June 30, 2006 primarily reflects the
receipt of incentive fees earned in 2005, and the substantial
reduction in the level of fees receivable generated during the
six months ended June 30, 2006. The decrease in investments
in affiliated investment partnerships from $7.7 million at
December 31, 2005 to $76,000 at June 30, 2006 reflects
the withdrawal of the general partner incentive allocations and
the general partners interest from the partnerships due to
the liquidation of these partnerships.
Accrued expenses were $3.6 million at June 30, 2006,
as compared to $5.6 million at December 31, 2005. Such
expenses were comprised primarily of accruals for employee
severance, marketing fees and professional fees.
Accrued bonuses were $4.2 million at June 30, 2006, as
compared to $43.0 million at December 31, 2005,
reflecting the payment of 2005 bonuses and the accrual for 2006
bonuses.
In addition, the loss of accounts and cost reduction measures
being implemented by BKF in 2006 will result in charges relating
to lease and personnel costs. Except for its lease commitments,
which are discussed in Note 11 in
24
the Notes to Consolidated Financial Statements in BKFs
Annual Report on
Form 10-K
for the year ended December 31, 2005, BKF has no material
commitments for capital expenditures.
OFF
BALANCE SHEET RISK
There has been no material change with respect to the off
balance sheet risk incurred by BKF Capital since
December 31, 2005.
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Since BKFs revenues are largely driven by the market value
of BKFs assets under management, these revenues are
exposed to fluctuations in the equity markets. However as result
of the loss of assets, going forward this risk has been
substantially reduced. Management fees for most accounts are
determined based on the market value of the account on the last
day of the quarter, so any significant increases or decreases in
market value occurring on or shortly before the last day of a
quarter may materially impact revenues of the current quarter or
the following quarter (with regard to wrap program accounts).
Furthermore, since BKF manages most of its assets in a large cap
value style, a general decline in the performance of value
stocks could have an adverse impact on BKFs revenues.
Because BKF is primarily in the asset management business and
manages equity portfolios, changes in interest rates, foreign
currency exchange rates, commodity prices or other market rates
or prices impact BKF only to the extent they are reflected in
the equity markets.
|
|
Item 4.
|
Controls
and Procedures
|
An evaluation was performed under the supervision and with the
participation of BKFs management, including the CEO and
CFO, of the effectiveness of the design and operation of
BKFs disclosure controls and procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act of 1934, as amended). Based on
that evaluation, BKFs management, including the CEO and
CFO, concluded that BKFs disclosure controls and
procedures were effective as of the end of the period covered by
this report. There have been no changes in BKFs internal
control over financial reporting (as defined in
Rules 13a-15(f)
and
15d-15(f)
under the Securities Exchange Act of 1934, as amended) that
occurred during BKFs most recent quarter that has
materially affected, or is reasonably likely to materially
affect, BKFs internal control over financial reporting.
It should be noted that any system of controls, however well
designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the system are met.
In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control
systems, there is only reasonable assurance that BKFs
controls will succeed in achieving their stated goals under all
potential future conditions.
25
PART II.
OTHER INFORMATION
|
|
Item 1.
|
Legal
Proceedings
|
None
See Part I. Financial Information. Item 2.
Managements Discussion and Analysis of Financial Condition
and Results of Operations Risk Factors and Recent
Events. These risk factors have changed during 2006 and
reflect adverse material developments that have taken place
since the filing of the Annual Report on
Form 10-K
for the year ended December 31, 2005.
|
|
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
|
On June 21, 2006, BKF conducted its Annual Meeting of
Stockholders. The following were elected to serve as directors
of BKF Kurt Schacht, Ronald LaBow, Harvey J. Bazaar, Keith
Meister, Marvin Olshan, Donald Putnam, John C. Siciliano. Warren
G. Lichtentstein chose not to seek re-election and his term
concluded as of the date of the Annual Meeting of Stockholders.
At the Annual Meeting, the stockholders also approved:
|
|
|
Proposal 2, re-approval of the Companys Incentive
Compensation Plan; and
|
|
|
Proposal 3, ratifying the appointment of Grant Thornton LLP
as BKFs independent auditors
|
The voting on the above matters is set forth below:
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|
|
|
|
|
|
|
|
Nominee
|
|
Votes For
|
|
|
Votes Withheld
|
|
|
Ronald LaBow
|
|
|
6,898,023
|
|
|
|
138,854
|
|
Kurt N. Schacht
|
|
|
6,864,614
|
|
|
|
172,263
|
|
Harvey J. Bazaar
|
|
|
6,898,964
|
|
|
|
137,913
|
|
Keith Meister
|
|
|
6,898,072
|
|
|
|
138,805
|
|
Marvin L. Olshan
|
|
|
6,897,439
|
|
|
|
139,438
|
|
Donald H. Putnam
|
|
|
6,866,099
|
|
|
|
170,778
|
|
John C. Siciliano
|
|
|
6,893,599
|
|
|
|
143,278
|
|
|
|
|
Proposal 2 There were 6,757,866 votes for,
244,585 votes against, and 34,406 abstentions.
|
|
Proposal 3 There were 6,812,676 votes for,
58,594 votes against, and 165,607 abstentions.
|
|
|
Item 5.
|
Other
Information
|
On May 12, 2006 the Company executed a sublease with a
third party for a portion of its office space at One Rockefeller
Plaza, NY, NY 10020. A copy of the sublease is attached as
Exhibit 10.2 to this Quarterly Report
Form 10-Q.
On July 24, 2006, Philip Friedman, submitted his
resignation as CIO of BKF Capital Group, Inc. This information
was disclosed in a current Report on
Form 8-K
filed on July 24, 2006.
This Quarterly Report on
Form 10-Q
contains certain statements that are not historical facts,
including, most importantly, information concerning possible or
assumed future results of operations of BKF and statements
preceded by, followed by or that include the words
may, believes, expects,
anticipates, or the negation
26
thereof, or similar expressions, which constitute
forward-looking statements within the meaning of the
Reform Act. For those statements, BKF claims the protection of
the safe harbor for forward-looking statements contained in the
Reform Act. These forward-looking statements are based on
BKFs current expectations and are susceptible to a number
of risks, uncertainties and other factors, including the risks
specifically enumerated in Item 2. Managements
Discussion and Analysis of Financial Condition and Results of
Operations, and BKFs actual results, performance and
achievements may differ materially from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include the following:
retention and ability of qualified personnel; the performance of
the securities markets and of value stocks in particular; the
investment performance of client accounts; the retention of
significant client
and/or
distribution relationships; competition; the existence or
absence of adverse publicity; changes in business strategy;
quality of management; availability, terms and deployment of
capital; business abilities and judgment of personnel; labor and
employee benefit costs; changes in, or failure to comply with,
government regulations; the costs and other effects of legal and
administrative proceedings; and other risks and uncertainties
referred to in this document and in BKFs other current and
periodic filings with the Securities and Exchange Commission,
all of which are difficult or impossible to predict accurately
and many of which are beyond BKFs control. BKF will not
undertake and specifically declines any obligation to publicly
release the result of any revisions, which may be made to any
forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence
of anticipated or unanticipated events. In addition, it is
BKFs policy generally not to make any specific projections
as to future earnings, and BKF does not endorse any projections
regarding future performance that may be made by third parties.
|
|
|
|
|
|
3
|
.1
|
|
Amendment to the By-laws of the
Registrant, dated May 16, 2006 (incorporated by reference
to Exhibit 3.1 to the Companys Current Report on
form 8-K
dated May 18, 2006).
|
|
10
|
.1
|
|
Form of Indemnification Agreement
(incorporated by reference to Exhibit 10.1 to the
Companys Current Report on
Form 8-K
dated May 18, 2006).
|
|
10
|
.2
|
|
Sublease dated May 16, 2006
between BKF Management Co., Inc. and Daylight Forensic and
Advisory LLC.
|
|
10
|
.3
|
|
Separation Agreement dated
July 24, 2006 between BKF Management Co., and Philip
Friedman (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on
Form 8-K
dated July 24, 2006).
|
|
31
|
.1
|
|
Section 302 Certification of
Chief Executive Officer
|
|
31
|
.2
|
|
Section 302 Certification of
Chief Financial Officer
|
|
32
|
.1
|
|
Section 906 Certification of
Chief Executive Officer
|
|
32
|
.2
|
|
Section 906 Certification of
Chief Financial Officer
|
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
BKF Capital Group, Inc.
|
|
|
|
By:
|
/s/ John
C. Siciliano
|
John C. Siciliano
Chief Executive Officer
and President
J. Clarke Gray
Senior Vice President and
Chief Financial Officer
Date: August 9, 2006
28
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
3
|
.1
|
|
Amendment to the By-laws of the
Registrant, dated May 16, 2006 (incorporated by reference
to Exhibit 3.1 to the Companys Current Report on form
8-K dated May 18, 2006).
|
|
10
|
.1
|
|
Form of Indemnification Agreement
(incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K dated May 18, 2006).
|
|
10
|
.2
|
|
Sublease dated May 16, 2006
between BKF Management Co., Inc. and Daylight Forensic and
Advisory LLC.
|
|
10
|
.3
|
|
Separation Agreement dated
July 24, 2006 between BKF Management Co., and Philip
Friedman (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on
Form 8-K
dated July 24, 2006).
|
|
31
|
.1
|
|
Section 302 Certification of
Chief Executive Officer
|
|
31
|
.2
|
|
Section 302 Certification of
Chief Financial Officer
|
|
32
|
.1
|
|
Section 906 Certification of
Chief Executive Officer
|
|
32
|
.2
|
|
Section 906 Certification of Chief
Financial Officer
|
29