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
March 31, 2007
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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 o Non-accelerated
filer þ
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes þ
No o
As of April 1, 2007, 7,976,341 shares of the
registrants common stock, $1.00 par value, were
outstanding.
PART I.
FINANCIAL INFORMATION
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Item 1.
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Financial
Statements
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BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF FINANCIAL CONDITION
(Dollar
amounts in thousands)
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March 31,
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December 31,
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2007
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2006
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(unaudited)
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Assets
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Cash and cash equivalents
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$
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1,751
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$
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3,689
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U.S. Treasury bills
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28,641
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27,430
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Investment advisory trailer fees
and other receivables
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504
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3,979
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Prepaid expenses and other assets
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2,123
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1,698
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Fixed assets (net of accumulated
depreciation of $280 and $254, respectively)
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62
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88
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Total assets
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$
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33,081
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$
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36,884
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Liabilities and
stockholders equity
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Accrued expenses
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$
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1,266
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$
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1,444
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Accrued compensation
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354
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640
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Accrued restructuring expense
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4,021
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5,217
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Accrued lease amendment expense
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2,805
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2,956
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Total liabilities
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8,446
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10,257
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Stockholders
equity
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Common stock, $1 par value,
authorized 15,000,000 shares, issued and
outstanding 7,976,341 shares
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$
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7,976
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7,976
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Additional paid-in capital
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75,964
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75,883
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Accumulated deficit
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(59,297
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(57,184
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Unearned compensation
restricted stock and restricted stock units
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(8
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(48
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)
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Total stockholders equity
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24,635
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26,627
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Total liabilities and
stockholders equity
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$
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33,081
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$
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36,884
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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)
(Unaudited)
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Three Months Ended
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March 31,
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2007
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2006
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Revenues:
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Investment advisory fees
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$
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353
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$
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6,056
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Incentive fees and allocations
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11,448
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Commission income (net) and other
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481
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Net realized and unrealized gain
on investments
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1,046
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Interest income
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474
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358
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From consolidated affiliated
partnerships:
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Net realized and unrealized gain
on investments
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301
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Interest and dividend income
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140
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Total revenues
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827
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19,830
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Expenses:
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Employee compensation and benefits
(including equity grants of $121 and $187 respectively)
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529
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16,578
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Occupancy & equipment
rental
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234
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1,427
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Other operating expenses
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1,538
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3,158
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Amortization of intangibles
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1,107
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Interest expense
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132
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28
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Other operating expenses from
consolidated affiliated partnerships
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19
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Restructuring expenses
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507
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Total expenses
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2,940
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22,317
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Operating loss
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(2,113
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(2,487
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Minority interest in consolidated
affiliated partnerships
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(110
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Loss before taxes
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(2,113
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)
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(2,597
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)
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Income tax expense
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74
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Net loss
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$
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(2,113
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)
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$
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(2,671
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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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(0.26
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(0.32
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)
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Weighted average shares outstanding
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Basic and Diluted
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7,976,341
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8,301,004
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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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Three Months Ended
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March 31,
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2007
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2006
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Cash flows from operating
activities
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Net (loss)
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$
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(2,113
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)
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$
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(2,671
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)
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Adjustments to reconcile net
(loss) to net cash (used in) operations:
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Depreciation and amortization
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26
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1,558
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Expense for vesting of restricted
stock and stock units
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121
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207
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Unrealized (gain) on investments
in securities
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(546
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)
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(Increase) Decrease in
U.S. treasury bills
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(1,211
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)
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18,069
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Decrease in investment advisory
trailer fees and other receivables
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3,475
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8,234
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(Increase) Decrease in prepaid
expenses and other assets
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(425
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)
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114
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Decrease in investments in
affiliated investment partnerships
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5,150
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(Increase) in investments in
securities
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(1,390
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)
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(Decrease) in accrued expenses
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(178
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)
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(3,319
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)
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(Decrease) in accrued bonuses
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(286
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)
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(32,090
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)
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(Decrease) in accrued lease
amendment expense
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(151
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)
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|
|
(106
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)
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(Decrease) in accrued
restructuring expenses
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(1,196
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)
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Changes in operating assets and
liabilities from consolidated affiliated partnerships:
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Minority interest in income
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110
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Decrease in due from broker
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|
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(282
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)
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(Increase) in securities
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5,275
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|
Increase in securities sold short
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|
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|
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1,409
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|
|
|
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Net cash (used in) operating
activities
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(1,938
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)
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(278
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)
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|
|
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Cash flows from investing
activities
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|
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|
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|
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Fixed asset additions
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(28
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)
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|
|
|
|
|
|
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Net cash (used in) investing
activities
|
|
|
|
|
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(28
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)
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|
|
|
|
|
|
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Cash flows from financing
activities
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|
|
|
|
|
|
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Issuance of common stock
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(1,126
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)
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Consolidated affiliated
partnerships:
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(Decrease) in partner
contributions received in advance
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(506
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)
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Partner subscriptions
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1,100
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Partner redemptions
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(9,859
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)
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Net cash (used in) financing
activities
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|
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(10,391
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)
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|
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Net (decrease) in cash and cash
equivalents
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(1,938
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)
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(10,697
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)
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Cash and cash equivalents at the
beginning of the period
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3,689
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14,432
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Cash and cash equivalents at the
end of the period
|
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$
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1,751
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$
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3,735
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|
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|
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|
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Supplemental disclosure of cash
flow information
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Cash paid for interest
|
|
$
|
0
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|
$
|
8
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|
|
|
|
|
|
|
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|
Cash paid for taxes
|
|
$
|
121
|
|
|
$
|
97
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|
|
|
|
|
|
|
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See accompanying notes
5
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY
Three Months Ended March 31, 2007
(Amounts in thousands)
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Additional
|
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Common
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Paid-In
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Retained
|
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Unearned
|
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Stock
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Capital
|
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Earnings
|
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Compensation
|
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Total
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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
|
|
|
|
|
|
|
|
|
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
(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 net of forfeitures
|
|
|
(277
|
)
|
|
|
(9,309
|
)
|
|
|
|
|
|
|
10,856
|
|
|
|
1,270
|
|
Issuance of common stock
|
|
|
73
|
|
|
|
(4,499
|
)
|
|
|
|
|
|
|
402
|
|
|
|
(4,024
|
)
|
Grants of stock options
|
|
|
|
|
|
|
804
|
|
|
|
|
|
|
|
|
|
|
|
804
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
$
|
(47,016
|
)
|
|
|
|
|
|
|
(47,016
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006
|
|
$
|
7,976
|
|
|
$
|
75,883
|
|
|
$
|
(57,184
|
)
|
|
$
|
(48
|
)
|
|
$
|
26,627
|
|
Grants of restricted stock units
and restricted stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
|
|
|
|
40
|
|
Grants of stock options
|
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
|
|
81
|
|
Net (loss)
|
|
|
|
|
|
|
|
|
|
$
|
(2,113
|
)
|
|
|
|
|
|
|
(2,113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2007
(unaudited)
|
|
$
|
7,976
|
|
|
$
|
75,964
|
|
|
$
|
(59,297
|
)
|
|
$
|
(8
|
)
|
|
$
|
24,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
The consolidated interim financial statements of BKF Capital
Group, Inc. and its subsidiaries (BKF or the
Company) 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
for the year ended December 31, 2006. The Company follows
the same accounting policies in the preparation of interim
reports. In the opinion of management, the accompanying
unaudited consolidated financial statements reflect all
adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial position of BKF
Capital Group, Inc. and its subsidiaries at March 31, 2007
and the results of operations for the three months ended
March 31, 2007 and 2006 and cash flows for the three months
ended March 31, 2007 and 2006 subject to the
organizations ability to continue as a going concern.
During 2006 and 2005, the company experienced a total loss of
assets under management and as a result, the Company has had a
significant decline in revenues and no longer has an operating
business. The Company continues to evaluate strategic
alternatives: either commence a new business or liquidate.
Historically, the Company has funded its cash and liquidity
needs through cash generated from operations, however, in light
of the above, the Company expects cash generated from current
operations will not be sufficient to fund operations and that
the Company will use its existing working capital to fund
operations. As a result, the ability of the Company to continue
as a going concern is at risk. The results of operations
for the three month period ended March 31, 2007 should not
be taken as indicative of the results of operations that may be
expected for the entire year 2007.
The consolidated financial statements of BKF 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 included in the
unaudited consolidated financial statements at March 31,
2006, however there were no operations of investment
partnerships included in the statements of operation and cash
flows for the three-months ended March 31, 2007. All
intercompany transactions have been eliminated in consolidation.
The Company trades on the over the counter market under the
symbol (BKFG).
BAM is an investment advisor which was registered under the
Investment Advisers Act of 1940, as amended; it withdrew its
registration on December 19, 2006. Prior to that time BAM
provided investment advisory services to its clients which
included U.S. and foreign corporations, mutual funds, limited
partnerships, universities, pension and profit sharing plans,
individuals, trusts,
not-for-profit
organizations and foundations. BAM also participated in broker
consulting programs (Wrap Accounts) with several nationally
recognized financial institutions. LEVCO Securities was
registered with the SEC as a broker- dealer and was a member of
the National Association of Securities Dealers, Inc.; it
withdrew its registration on November 30, 2006. BKF GP acts
as the managing general partner of several 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
7
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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.
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
previously engaged 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
8
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 Statement of Financial Accounting Standards
(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.
FSAB Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, an Interpretation of FASB Statement
No. 109, Accounting for Income Taxes (FIN48) The
Company adopted as January 1, 2007 and the adoption did not
have a material impact to the Companys consolidated
financial statements or effective tax rate and did not result in
any unrecognized tax benefits.
Interest costs and penalties related to income taxes are
classified as interest expense and general and administrative
costs, respectively, in the Companys consolidated
financial statements. For the three months ended March 31,
2007 and 2006, the Company did not recognize any material
interest or penalty expense related to income taxes. It is
determined not to be reasonably possible for the amounts of
unrecognized tax benefits to significantly increase or decrease
within the next 12 months. The Company is currently subject
to a three year statue of limitations by major tax
jurisdictions. The Company and its subsidiaries file
consolidated Federal and combined state and local 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 by
BKF in June 1996, were reflected as goodwill, investment
advisory contracts, and employment contracts in the Consolidated
Statements of Financial Condition. 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
$1.1 million in the first
9
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
quarter of 2006 to fully amortize these contracts. Such amount
is reflected in amortization expense in the Consolidated
Statement of Operations.
Intangible
Assets
The cost in excess of net assets of BKF acquired by the company
in June 1996 was 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. Other
intangible assets with finite lives are amortized over their
useful lives. During the second and third quarters of 2006
Goodwill of $14.8 million was fully written off.
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
|
|
|
|
March 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Net (loss)
|
|
$
|
(2,113
|
)
|
|
$
|
(2,671
|
)
|
|
|
|
|
|
|
|
|
|
Basic weighted-average shares
outstanding
|
|
|
7,976,341
|
|
|
|
8,301,004
|
|
Dilutive potential shares from
equity grants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average shares
outstanding
|
|
|
7,976,341
|
|
|
|
8,301,004
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted (loss) per share:
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
|
|
|
In calculating diluted (loss) per share for the three-months
ended March 31, 2007 and 2006 common stock equivalents of
250,000 and 330,055, 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, has historically operated in one business segment, the
investment advisory and asset management business.
Stock
Options
The Company complies with SFAS No. 123R using the
modified prospective method.
Reclassifications
Certain prior period amounts reflect reclassifications to
conform with the current years presentation.
10
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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 interest in the accompanying consolidated statements of
operations represents the minority owners share of the
income or loss of consolidated investment partnerships.
Recent
Accounting Developments
In September 2006, The FASB issued SFAS 158,
Employers Accounting for Defined Benefit Pension and other
Postretirement Plans, which requires an employer to
recognize the overfunded or underfunded status of a defined
benefit postretirement plan (other than a multiemployer plan) as
an asset or liability in its statement of financial position and
to recognize changes in that funded status in the year in which
the changes occur through comprehensive income. SFAS 158
has no effect on the Companys financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities
(SFAS 159), which permits certain financial assets
and financial liabilities to be measured at fair value, using an
instrument-by-instrument election. The initial effect of
adopting SFAS 159 must be accounted for as a cumulative-effect
adjustment to opening retained earnings for the fiscal year in
which we apply SFAS 159. Retrospective application of SFAS 159
to fiscal years preceding the effective date is not permitted.
SFAS 159 has no effect on the Companys financial
statements.
|
|
2.
|
Off-Balance
Sheet Risk
|
LEVCO Securities acted as an introducing broker and all
transactions for its customers were cleared through and carried
by a major U.S. securities firm on a fully disclosed basis.
LEVCO Securities had agreed to indemnify its clearing broker for
losses that the clearing broker sustained from the customer
accounts introduced by LEVCO Securities. In the ordinary course
of its business, however, LEVCO Securities did not accept orders
with respect to client accounts if the funds required for the
client to meet its obligations were not on deposit in the client
account at the time the order was placed.
|
|
3.
|
Investment
advisory trailer fees and other receivables
|
Included in investment advisory trailer fees and other
receivables are primarily trailer fees receivable from former
portfolio managers and does not include any accrued incentive
fees as of March 31, 2007 and December 31, 2006,
respectively.
As required by SFAS 94, the Company consolidated 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. At
March 31, 2007 and December 31, 2006 there were no
consolidated AIP.
11
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
5.
|
Investments
in Affiliated Investment Partnerships and Related
Revenue
|
As of March 31, 2007 the Company has no remaining
investments in its unconsolidated Affiliated Investment
Partnerships. Nor were there any AIP net earnings included in
the Statement of Operations for the three months ended
March 31, 2007. For the period ended March 31, 2006
the Companys AIP net earnings was approximately
$6.2 million and it earned $325,300 on its invested capital
during that period.
Included in the Companys incentive fees and general
partner incentive allocations are approximately $804,000 payable
directly to employee owned and controlled entities
(Employee Entities) for the three months ended
March 31, 2006. There were no such amounts for the period
ended March 31, 2007. 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 $804,000 and $0 for the
three months ended March 31, 2006 and 2007, 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 $7.5 million and $0 for the three
months ended March 31, 2006 and 2007, respectively.
First Quarter 2007:
|
|
|
|
|
200,000 shares under option were granted to the two
directors who became the Chairman and the President/CEO as of
January 2, 2007. The options vest at a rate of 16.67% per
quarter commencing on March 31, 2007 and an additional
16.67% on the last day of the next five calendar quarters
thereof. The option term is ten years.
|
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 2006 Directors fees with a value
of approximately $59,000.
|
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, we 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
12
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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.
There was $81,000 and $291,000 of compensation cost related to
non-qualified stock options recognized in operating results
(included in selling, general and administrative expenses) in
the three months ended March 31, 2007 and 2006,
respectively.
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. We 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.
|
|
|
|
|
|
|
|
|
|
|
Three Months
|
|
|
|
|
|
|
March 31,
|
|
|
Year
|
|
|
|
2007
|
|
|
2006
|
|
|
Expected volatility
|
|
|
35.45
|
%
|
|
|
38.20
|
%
|
Expected annual dividend yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
Risk free rate of return
|
|
|
4.58
|
%
|
|
|
4.51
|
%
|
Expected option term (years)
|
|
|
9.5
|
|
|
|
10.0
|
|
The following table summarizes the information about stock
option activity for the three months ended March 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Weighted-Average
|
|
|
|
Options
|
|
|
Exercise Price
|
|
|
Outstanding at December 31,
2006
|
|
|
300,000
|
|
|
$
|
18.08
|
|
Granted
|
|
|
200,000
|
|
|
|
3.35
|
|
Lapsed or canceled
|
|
|
250,000
|
|
|
|
18.95
|
|
Outstanding at March 31, 2007
|
|
|
250,000
|
|
|
|
5.43
|
|
Exercisable at March 31, 2007
|
|
|
58,334
|
|
|
|
7.81
|
|
At March 31, 2007 there was $439,000 of total unrecognized
compensation cost related to non-vested stock options,which is
expected to be recognized over a weighted-average period of
1.4 years. The intrinsic value of options vested during the
three months ended March 31, 2007 was zero.
There was no provision for income taxes as of March 31,
2007 due to continuing operating losses and the prior
utilization of the Companys tax carryback.
The Company has recorded a valuation reserve of approximately
$21.3 and $20.4 million against its net deferred tax asset
as of March 31, 2007 and December 31, 2006,
respectively. The Company believes that it is not more likely
than not that this deferred tax benefit will be utilized in the
foreseeable future. The tax receivable of approximately
$1.2 million as of March 31, 2007, represents cash
refunds due with respect to the federal carry back claims for
2004 and 2003 taxes paid.
13
BKF
CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
9.
|
Restructuring
Expenses
|
During the first quarter of 2007 the Company had $507,000 of
restructuring costs as follows (in 000,000s):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liability
|
|
|
Charged
|
|
|
Paid or
|
|
|
Liability
|
|
|
|
Dec. 31, 2006
|
|
|
to Expense
|
|
|
Amortized
|
|
|
March 31, 2007
|
|
|
Employee termination costs
|
|
$
|
1.1
|
|
|
$
|
0.2
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.1
|
|
Lease and fixed asset costs
|
|
|
4.1
|
|
|
|
|
|
|
|
(0.2
|
)
|
|
|
3.9
|
|
Termination of long term lease
|
|
|
|
|
|
|
0.3
|
|
|
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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$
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5.2
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$
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0.5
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$
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(1.7
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)
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$
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4.0
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The BKF Management Co., Inc. 401(k) Savings Plan was terminated
on March 31, 2007. On April 30, 2007, the plan sponsor
filed an application with the Internal Revenue Service for a
favorable determination letter that the termination of the Plan
does not adversely affect its qualification and tax-exemption
under Sections 401(a) and 501(a) of the Internal Revenue
Code of 1986, as amended.
On May 1, 2007 the Company received a letter from the
Securities and Exchange Commission citing deficiencies noted
during its recent examination of the books and records of BKF
conducted pursuant to Section 204 of the Investment
Advisors Act of 1940. The Company has 30 days to respond to
the letter.
14
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Item 2.
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Managements
Discussion and Analysis of Financial Condition and Results of
Operations
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OVERVIEW
Historically BKF Capital operated entirely through BKF Asset
Management, Inc. (BKF), previously a registered
investment adviser with the Securities and Exchange Commission.
BKF specialized in managing equity portfolios for institutional
investors through its long-only equity and alternative
investment strategies. It also acted as the managing general
partner of a number of investment partnerships through its
subsidiary BKF GP Inc.
During 2006 the Company ceased operating its investment advisory
business. At March 31, 2007, it has no operating business
and no assets under management. The Companys principal
assets consist of a significant cash position, sizable net
operating tax losses to potentially carry forward, its status as
an Exchange Act Reporting Company and a small revenue stream
consisting of interest and fee sharing payments from departed
portfolio managers. This revenue stream will be insufficient to
cover operating expenses.
As previously disclosed, the Company has been evaluating
strategic alternatives. Currently, the Company has two options:
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Merging with, acquiring or commencing a business potentially
being funded by a capital raising event; or
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Liquidating the Company and distributing a portion of the
Companys remaining cash to stockholders.
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The Company continues to evaluate opportunities within these
strategic alternatives.
RISK
FACTORS
The following risks, among others, sometimes have affected, and
in the future could affect BKFs business, financial
condition or results of operations. The risks described below
are not the only ones facing BKF. Additional risks not presently
known to BKF or that BKF currently deems insignificant may also
impact its business.
BKF
does not believe it is an investment company under the
Investment Company Act of 1940, as amended (1940
Act).
BKFs primary business historically has been providing
investment advice and asset management, and not acting or
proposing to act as an investment company as the term is defined
in the 1940 Act. A company may inadvertently be deemed an
investment company, however, by virtue of its asset composition.
A company generally is considered an investment
company if it owns investment securities (as
defined in the 1940 Act) that exceed 40% of its total assets,
exclusive of assets held in cash, money-market mutual funds and
government securities. The significant reduction in BKFs
assets under management has substantially reduced its total
assets, with the remaining assets being concentrated in cash,
cash equivalents and U.S. treasury bills. Although the Company
does not believe it is or was an investment company (and has no
intent to become an investment company) the Company made an
election under
Rule 3a-2
of the 1940 Act as a protective measure. Under
Rule 3a-2,
a company that may otherwise meet the definition of an
investment company is exempted from investment company status
for up to one year, so long as it has a bona fide intent
to promptly (in any event within a one year period) return to
compliance with the numeric asset and/or income tests which form
the investment company definition. The Company made the
Rule 3a-2
election as of June 30, 2006, but since that date has taken
steps to eliminate the circumstances that might have caused it
to be considered an investment company subject to the 1940 Act
registration and regulatory requirements. As a result, BKF does
not believe it is an investment company, and does not believe it
is subject to the attendant limitations, restrictions and
regulation applicable to investment companies.
The
ability of BKF to continue as an operating company and a going
concern is dependent on its ability to consummate a merger or an
acquisition and/or to raise additional capital.
The Companys available options include merging with or
acquiring a third party or liquidating. The Company has no
pending transactions. Any such transaction will be subject to
identifying a 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
15
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 in 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.
If we
do complete a merger or other transaction you may not have basis
on which to assess the merits of the acquired
business.
Since we have not yet identified a potential target or business
partner, investors have no current basis to evaluate the
possible merits or risks of the target or business
operations. Although we will endeavor to evaluate the risks
inherent in a particular target business, we can not assure you
that we will properly assess all of the significant risk
factors and accordingly, you may lose your investment in the
Company.
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 and contingencies. 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.
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
Capital Group, Inc. and Subsidiaries.
Three
Months Ended March 31, 2007 as Compared to Three Months
Ended March 31, 2006
Revenues
Total revenues for the first quarter of 2007 were
$0.8 million, reflecting a decrease of 95.8% from
$19.8 million in revenues in the same period in 2006. This
decrease is attributable to the closing of the Companys
business. At March 31, 2007, there were no assets under
management, a decline of $4.0 billion from a year earlier
due the fact that in April 2006, BKF announced that two of its
alternative investment strategies totaling approximately
$0.8 billion at March 31, 2006 would be wound up as
the result of the departures of the senior portfolio managers
for the strategies. Portfolios following these strategies were
liquidated in April 2006 and the proceeds are being returned to
investors. In addition, the long-only strategies which amounted
to $3.2 billion of assets under management were terminated
and withdrawn during the third quarter of 2006.
The revenues for the three months ended March 31, 2007 are
a result of interest earned on treasury bills and money market
funds and trailer fees from departed portfolio managers.
Expenses
Total expenses for the first quarter of 2007 were
$2.9 million, reflecting a decrease of 86.8% from
$22.3 million in expenses in the same period in 2006.
Employee compensation and benefit expense (including grants of
equity awards) was $0.53 million in the first quarter of
2007, reflecting a decrease of 96.9% from $16.59 million in
the first quarter of 2006. These results primarily reflect the
reduction of personnel relating to the loss of the business.
16
Occupancy and equipment rental was $0.23 million in the
first quarter of 2007, reflecting a 83.6% decrease from
$1.43 million in the same period in 2006, primarily as the
result of subleasing of excess office space.
Restructuring expenses of $0.51 million included severance
costs and losses incurred to settle a long term office space
lease.
Other operating expenses were $1.54 million in the first
quarter of 2007, reflecting a 51% decrease from
$3.16 million in the same period in 2006. Despite severely
reduced business operational costs professional fees were higher
than expected due to accounting and legal fees.
Operating
Loss
Operating loss for the first quarter of 2007 was
$2.11 million, as compared to operating loss of
$2.49 million in the same period in 2006.
LIQUIDITY
AND CAPITAL RESOURCES
BKFs current assets as of March 31, 2007 consist
primarily of cash, short-term investments and receivables.
While BKF has historically met its cash and liquidity needs
through cash generated by operating activities, cash flow from
current activities will not be sufficient to fund operations in
the future. BKF will use a portion of its existing working
capital for such purposes.
At March 31, 2007, BKF had cash, cash equivalents and
U.S. Treasury bills of $30.4 million, compared to
$31.1 million at December 31, 2006. This decrease in
cash and cash equivalents reflects the loss of the operating
activities as described above and the resulting funding
shortfall.
During the next quarter ended June 30, 2007 the Company
will renew its Directors and Officers Liability
insurance coverage and its Errors and Omissions insurance. The
policies will be written with a tail to cover the next six
years. The payment for this coverage of $2.4 million will
have a negative impact on liquidity and capital resources during
this quarter.
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, 2006.
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Item 3.
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Quantitative
and Qualitative Disclosures About Market Risk
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Currently the Company has no assets under management and is not
subject to market risk.
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Item 4.
|
Controls
and Procedures
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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.
17
PART II.
OTHER INFORMATION
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Item 1.
|
Legal
Proceedings
|
The Company is a defendant in a lawsuit filed in The United
States District Court for the Southern District of New York
(Court) by a former employee alleging improperly withheld
compensation during his employment, improper denial of severance
payments and improperly withheld payments due and owing in an
attempt to coerce the former employee to release claims against
the company. The former employee seeks: (1) an
accounting, (2) $11,575,776 in compensatory and punitive
damages, (3) prejudgment interest and (4)attorneys
fees. The former employees claims include breach of
contract, unjust enrichment, promissory estoppels, quantum
meruit and return of personal property. The Company
answered the complaint on November 30, 2006, and asserted
defenses including, but not limited to estoppel, waiver and
ratification. The Court has entered a Civil Case Management Plan
requiring a pretrial conference on May 14, 2007 at which
time the court will set a trial date. As of March 31, 2007,
the Company has provided an accrual to settle the matter.
However, there can be no assurances that additional amounts may
not be required to dispose of this lawsuit.
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 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, 2006.
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Item 2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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None
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Item 3.
|
Defaults
Upon Senior Securities
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None
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
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None
|
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Item 5.
|
Other
Information
|
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 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:
changes in business strategy; 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; 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.
18
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.
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31
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.1
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Section 302 Certification of
Chief Executive Officer
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31
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.2
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Section 302 Certification of
Chief Financial Officer
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32
|
.1
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Section 906 Certification of
Chief Executive Officer
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|
32
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.2
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Section 906 Certification of
Chief Financial Officer
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19
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.
Harvey J. Bazaar
Chief Executive Officer
and President
J. Clarke Gray
Senior Vice President and
Chief Financial Officer
Date: May 8, 2007
20