UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q Amendment No. 1
(Mark One)
|
x
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|
For the quarterly period ended June 30, 2011.
or
|
¨
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
|
For the transition period from _______ to _______
Commission file number: 1-10024
|
BKF Capital Group, Inc.
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
|
36-0767530
|
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
|
incorporation or organization)
|
|
|
|
225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432
|
|
(Address of Principal Executive Office) (Zip Code)
|
|
(561) 362-4199
|
|
(Registrant's 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 past 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.
x
Yes
¨
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x
Yes
¨
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
|
|
|
|
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
x
Yes
¨
No
As of September 2, 2011, 7,446,593 shares of the registrant's common stock, $1.00 par value, were outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ending June 30, 2011, filed by BKF Capital Group, Inc. with the Securities and Exchange Commission on August 8, 2011 (the “Form 10-Q”), is to: (1) correct the financial statements and other disclosures to reflect the proper number of shares of common stock outstanding as of June 30, 2011 due to the cancellation of shares of stock held in the treasury [see Balance Sheets, Statements of Operations, Note 6 to the financial statements and Part II, Item 5]; and (2) furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. As permitted by Rule 405, Registrant has a 30 day extension to file Exhibit 101, which exhibit provides the financial statements from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as to the original filing date for the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
TABLE OF CONTENTS
|
Part I.
|
FINANCIAL INFORMATION
|
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
3
|
|
|
|
|
|
|
Consolidated Statements of Financial Condition as of June 30, 2011 (unaudited) and December 31, 2010 (audited)
|
3
|
|
|
|
|
|
|
Consolidated Statements of Operations and Comprehensive Income (three-months and six-months ended June 30, 2011)
|
4
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows (six-months ended June 30, 2011 and 2010)
|
5
|
|
|
|
|
|
|
Notes to Condensed Financial Statements
|
6
|
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
10
|
|
|
|
|
|
Item 4T.
|
Controls and Procedures
|
12
|
|
|
|
|
|
Part II.
|
Other Information
|
13
|
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
13
|
|
|
|
|
|
Item 5.
|
Other Information
|
13
|
|
|
|
|
|
Item 6.
|
Exhibits
|
14
|
|
|
|
|
|
Signatures
|
14
|
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BKF CAPITAL GROUP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollar amounts in thousands)
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
8,588
|
|
|
$
|
9,744
|
|
|
Investments
|
|
|
3,070
|
|
|
|
2,863
|
|
|
Royalty and other receivables
|
|
|
—
|
|
|
|
15
|
|
|
Prepaid expenses and other assets
|
|
|
45
|
|
|
|
277
|
|
|
Total assets
|
|
$
|
11,703
|
|
|
$
|
12,899
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
16
|
|
|
$
|
73
|
|
|
Accrued lease liability expense
|
|
|
—
|
|
|
|
1,139
|
|
|
Total liabilities
|
|
$
|
16
|
|
|
$
|
1,212
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
|
|
Common stock, $1 par value, authorized — 15,000,000 shares, 7,446,593
issued and outstanding as of June 30, 2011 and 7,973,216 issued and 7,446,593 outstanding as of December 31, 2010
|
|
|
7,447
|
|
|
|
7,973
|
|
|
Treasury stock
|
|
|
—
|
|
|
|
(598
|
)
|
|
Additional paid-in capital
|
|
|
68,269
|
|
|
|
68,269
|
|
|
Accumulated deficit
|
|
|
(64,538
|
)
|
|
|
(64,277
|
)
|
|
Accumulated other comprehensive income
|
|
|
509
|
|
|
|
320
|
|
|
Total stockholders' equity
|
|
|
11,687
|
|
|
|
11,687
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
11,703
|
|
|
$
|
12,899
|
|
See accompanying notes
BKF CAPITAL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Dollar amounts in thousands, except per share data)
(Unaudited)
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
2010
|
|
|
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalties
|
|
$
|
—
|
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
336
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
7
|
|
|
|
7
|
|
|
|
14
|
|
|
|
10
|
|
|
Realized gains
|
|
|
—
|
|
|
|
378
|
|
|
|
—
|
|
|
|
378
|
|
|
Other income
|
|
|
25
|
|
|
|
19
|
|
|
|
30
|
|
|
|
83
|
|
|
Total revenues
|
|
|
32
|
|
|
|
562
|
|
|
|
44
|
|
|
|
807
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee compensation and benefits
|
|
|
71
|
|
|
|
57
|
|
|
|
132
|
|
|
|
117
|
|
|
Occupancy and equipment rental
|
|
|
16
|
|
|
|
7
|
|
|
|
32
|
|
|
|
39
|
|
|
Other operating expenses
|
|
|
47
|
|
|
|
55
|
|
|
|
69
|
|
|
|
103
|
|
|
Interest expense
|
|
|
—
|
|
|
|
72
|
|
|
|
—
|
|
|
|
144
|
|
|
Total expenses
|
|
|
134
|
|
|
|
191
|
|
|
|
233
|
|
|
|
403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss)
|
|
|
(102
|
)
|
|
|
371
|
|
|
|
(189
|
)
|
|
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) on investments
|
|
|
14
|
|
|
|
(185
|
)
|
|
|
189
|
|
|
|
(122
|
)
|
|
Other comprehensive income
|
|
$
|
(88
|
)
|
|
$
|
186
|
|
|
$
|
—
|
|
|
$
|
282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
$
|
(0.01
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.05
|
|
|
Weighted average common shares outstanding
|
|
|
7,446,593
|
|
|
|
7,973,216
|
|
|
|
7,446,593
|
|
|
|
7,973,216
|
|
See accompanying notes
BKF CAPITAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
|
|
|
Six Months Ended
|
|
|
|
|
June 30,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(189
|
)
|
|
$
|
404
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Gain on sale of securities
|
|
|
—
|
|
|
|
(378
|
)
|
Decrease in advisory trailer fees and
other receivable
|
|
|
15
|
|
|
|
72
|
|
|
Decrease in prepaid expenses and other assets
|
|
|
232
|
|
|
|
33
|
|
|
Decrease in accrued expenses
|
|
|
(57
|
)
|
|
|
(98
|
)
|
|
Decrease in accrued lease liability expense
|
|
|
(1,139
|
)
|
|
|
(723
|
)
|
|
Net cash (used in) provided by operating activities
|
|
|
(1,138
|
)
|
|
|
(690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
Purchase of investment securities
|
|
|
(18
|
)
|
|
|
—
|
|
|
Proceeds from sale of investments
|
|
|
—
|
|
|
|
2,138
|
|
|
Net cash provided by investing activities
|
|
|
(18
|
)
|
|
|
2,138
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(1,156
|
)
|
|
|
1,448
|
|
|
Cash and cash equivalents at the beginning of the period
|
|
|
9,744
|
|
|
|
11,839
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the period
|
|
$
|
8,588
|
|
|
$
|
13,287
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
See accompanying notes
BKF CAPITAL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited condensed consolidated financial statements included herein were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company's Form 10-K for the year ended December 31, 2010.
In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year.
1. Organization and Summary of Significant Accounting Policies
Organization and Basis of Presentation
BKF Capital Group, Inc. (the "Company") 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 over the counter market under the symbol ("BKFG"). Currently, the Company is seeking to consummate an acquisition, merger or business combination with an operating entity to enhance BKF's revenues and increase shareholder value.
The consolidated financial statements of BKF include its wholly-owned subsidiaries BKF Asset Management, Inc., ("BAM"), BAM's two wholly-owned subsidiaries, BKF GP Inc. ("BKF GP") and LEVCO Securities, Inc. ("LEVCO Securities"). All inter-company accounts have been eliminated. All adjustments necessary for a fair statement of results for the interim period have been made and all such adjustments were of a normal recurring nature.
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.
BKF CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Revenue Recognition
Under an agreement with a former partner, BKF was entitled to 15% of the annual revenues collected from carry-over clients by this former partner. This agreement terminated on September 30, 2010.
Cash and Cash Equivalents
Investments in money market funds are valued at net asset value. The Company maintains substantially all of its cash and cash equivalents in interest bearing instruments at two nationally recognized financial institutions, which at times may exceed federally insured limits. As a result the Company is exposed to credit risk related to the money market funds and the market rate inherent in the money market funds.
OTHER COMPREHENSIVE INCOME
The Company presents other comprehensive income in accordance with ASC Topic 220, Comprehensive Income. This section requires that an enterprise (a) classify items of other comprehensive income by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid in capital in the equity section of a statement of position. The Company reports its unrealized gains and losses on investments in securities as other comprehensive income (loss) in its financial statements.
Fair Values of Financial Instruments
Financial instruments, including cash and cash equivalents, accounts receivable and accounts payable are carried in the consolidated financial statements at amounts that approximate fair value at June 30, 2011 and December 31, 2010. Fair values are based on market prices and assumptions concerning the amount and timing of estimated future cash flows. Investments have been valued using level 1 inputs under ASC Topic 820, Fair Value Measurements and Disclosures.
BKF CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2. Investments
Investments are classified as available-for-sale according to the provisions of ASC Topic 320, Investments - Debt & Equity Securities. Accordingly, the investments are carried at fair value with unrealized gains and losses reported separately in other comprehensive income.
At June 30, 2011 the Company held 13,500 of IAAC common shares valued at approximately $327,000 and 1,515,700 common shares of Qualstar valued at approximately $2,743,000.
3. Concentrations
On October 3, 2008, the Emergency Economic Stabilization Act of 2008 increased the insurance coverage offered by the Federal Deposit Insurance Corporation (FDIC) from $100,000 to $250,000 per depositor. This limit is anticipated to return to $100,000 after December 31, 2013. Additionally, under the FDIC's Temporary Liquidity Guarantee Program, amounts held in non-interest bearing transaction accounts at participating institutions are fully guaranteed by the FDIC through December 31, 2013. The Company had amounts in excess of $250,000 in a single bank during the year. Amounts over $250,000 are not insured by the Federal Deposit Insurance Corporation. These balances fluctuate during the year and can exceed this $250,000 limit.
4. Related Party Transactions
Royalties
Royalties are the Company's portion of fee sharing arrangements from departed portfolio managers. The Company had royalty revenue of zero and approximately $175,000 for the three months ended June 30, 2011 and 2010, respectively. The agreement that provided for the royalties terminated on September 30, 2010.
BKF CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
5. Commitments and Contingencies
The Company could be subject to a variety of claims, suits and proceedings that arise from time to time, including actions with respect to contracts, regulatory compliance and public disclosure. These actions may be commenced by a number of different constituents, including vendors, former employees, regulatory agencies, and stockholders. The following is a discussion of the more significant matters involving the Company.
The Company is a defendant in a lawsuit for claims for alleged services in the amount of approximately $171,000. The complaint was filed in the New York State Supreme Court and alleges a claim for breach of contract against BAM for alleged goods and services delivered to BAM. The Company is vigorously defending this action. The Company has no specific reserve for this action.
6. Share Repurchase Plan.
On July 19, 2010 the Board of Directors of the Company approved a share repurchase plan, authorizing the Company to repurchase in the aggregate up to 1 million shares of its outstanding common stock, $1 par value, over the twelve month period July 19, 2010 through July 18, 2011 (the "2010 Repurchase Plan"). As of June 30, 2011, the Company had repurchased an aggregate amount 526,623 shares of the Company's common stock as follows: 40,000 shares at an average price of $.94 per share; 156,983 shares at an average price of $1.10; 90,000 shares at an average price of $1.15 and 239,640 shares at an average price of $1.18. On May 20, 2011, the Company cancelled the 526,623 shares acquired by the Company under the 2010 Repurchase Plan.
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
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 Capital Group, Inc. (the "Company") 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 Section 27A of the Securities Act of 1933 and Section 21E (the "Reform Act") of the Securities Exchange Act of 1934 (the "Exchange Act"). For those statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are based on the Company's current expectations and are susceptible to a number of risks, uncertainties and other factors, including the risks specifically enumerated in Company's Annual Report on Form 10-K for the year ended December 31, 2010, and the Company's actual results, performance and achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The Company 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 the Company's policy generally not to make any specific projections as to future earnings, and the Company does not endorse any projections regarding future performance that may be made by third parties.
The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the Company's Annual Report on Form 10-K for the year ended December 31, 2010.
BKF was incorporated in Delaware in 1954. The Company's securities trade on the over the counter market under the symbol "BKFG." During the third quarter of 2006, the Company ceased all operations, except for maintaining its status as an Exchange Act reporting company and winding down certain investment partnerships for which BKF acts as general partner. Currently, the Company is seeking to consummate an acquisition, merger or other business combination with an operating entity to enhance BKF's revenues and increase shareholder value.
The Company operates through its wholly-owned subsidiary, BKF Management Co., Inc. ("BMC") and its subsidiaries, all of which are collectively referred to herein as the "Company" or "BKF." The consolidated financial statements of BKF include its wholly-owned subsidiary BMC, BMC's wholly owned subsidiary BKF Asset Management, Inc., ("BAM") and BAM's two wholly-owned subsidiaries, LEVCO Securities, Inc. ("LEVCO Securities") and BKF GP Inc. ("BKF GP"). There were no affiliated partnerships in BKF's December 31, 2010 consolidated financial statements.
Historically the Company operated in the investment advisory and asset management business entirely through BAM, which was a registered investment adviser with the Securities and Exchange Commission ("SEC"). BAM specialized in managing equity portfolios for institutional investors through its long-only equity and alternative investment strategies. BAM withdrew its registration as a registered investment advisor on December 19, 2006 and ceased operating in the investment advisory and asset management business. LEVCO Securities, a subsidiary of BAM, was a broker dealer registered with the SEC and a member of the National Association of Securities Dealers, Inc. (now known as the Financial Industry Regulatory Authority). LEVCO Securities withdrew its registration as a broker-dealer on November 30, 2006 and ceased operating as a broker dealer. BKF GP, Inc., the other subsidiary of BAM, acts as the managing general partner of several affiliated investment partnerships which are in the process of being liquidated and dissolved.
Since January 1, 2007, the Company has had no operating business and no assets under management. The Company's principal assets consist of a significant cash position, sizable net operating tax losses to potentially carry forward, its status as a publicly traded Exchange Act reporting company and a small revenue stream consisting of royalty payments from a departed portfolio manager. BKF's current revenue stream will not be sufficient to cover BKF's ongoing expenses.
Currently the Company is pursuing an updated corporate strategy, whereby the Company's is actively seeking to acquire business targets that show growth characteristics at a reasonable valuation or to purchase controlling equity positions in such business targets. The Company shall endeavor to utilize some or all of the Company's net operating loss carryforwards in connection with a business combination transaction; however, there can be no assurance that the Company will be able to utilize any of its net operating loss carryforwards. The Company has not identified a viable operating entity for a merger, acquisition, business combination or other arrangement, and there can be no assurance that the Company will ever successfully arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity.
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.
Income
Total revenues for the three months ended June 30, 2011 was 32,000 compared to $562,000 in the same period in 2010, a decrease of $530,000. The decrease is primarily due to $158,000 in royalty revenue agreement which terminated on September 30, 2010 and a gain of $378,000 from the sale of securities.
Total revenues for the six months ended June 30, 2011 was 44,000 compared to $807,000 in the same period in 2010, a decrease of $763,000. The decrease is primarily due to $336,000 in royalty revenue agreement which terminated on September 30, 2010 and a gain of $378,000 from the sale of securities.
Expenses
Total expenses for the three months ended June 30, 2011 were approximately $134,000, reflecting a decrease of 30% from $191,000 in expenses in the same period in 2010. The decrease is primarily attributable to a decrease in other operating expenses, based on the efforts of management to reduce expenses and conserve the assets of the Company.
Total expenses for the six months ended June 30, 2011 were approximately $232,000, reflecting a decrease of 74% from $403,000 in expenses in the same period in 2010. The decrease is primarily attributable to a decrease in other operating expenses, based on the efforts of management to reduce expenses and conserve the assets of the Company.
Net Income/Net Loss
Net loss for the three months ended June 30, 2011 was $102,000, as compared to net income of $371,000 in the same period in 2010.
Net loss for the six months ended June 30, 2011 was $188,000, as compared to net income of $404,000 in the same period in 2010.
LIQUIDITY AND CAPITAL RESOURCES
BKF's current assets as of June 30, 2011 consist primarily of cash, and investments.
While BKF has historically met its cash and liquidity needs through cash generated by operating activities, cash flow from current activities may not be sufficient to fund operations in the future. BKF will use a portion of its existing working capital for such purposes.
At June 30, 2011, BKF had cash and cash equivalents of $8.6 million, compared to $9.7 million of cash and cash equivalents at December 31, 2010.
OFF BALANCE SHEET RISK
There has been no material change with respect to the off balance sheet risk incurred by the Company since June 30, 2011.
Item 4. Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures.
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on the evaluation, the Company's Principal Executive Officer has concluded that the Company's disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.
Changes in internal controls over financial reporting.
There have been no changes in Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during Company's most recent quarter that has materially affected, or is reasonably likely to materially affect, Company's 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 the Company's controls will succeed in achieving the stated goals under all potential future conditions.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in a lawsuit for claims for alleged services in the amount of approximately $171,000. The complaint was filed in the New York State Supreme Court, New York County and is entitled: Thomson Financial, LLC v. BKF Asset Management, Inc. and assigned Index No. 601390/09. In the action Thomson Financial alleges a claim for breach of contract against BAM for alleged goods and services delivered to BAM. The Company is vigorously defending this action. The Company has not recorded a liability reserve because the Company does not believe it will be held liable in the action.
The Company's management is unaware of any other material existing or pending legal proceedings or claims against the Company.
Item 5. Other Information
As of June 30, 2011 the Company held 13,500 of IAAC common shares valued at approximately $327,000. The Company holds the shares in FC Stone for investment purposes.
At June 30, 2011 the Company held 1,515,700 common shares of Qualstar valued at approximately $2,743,000. The Company holds the shares of Qualstar for investment purposes.
Share Repurchase Plan.
On July 19, 2010 the Board of Directors of the Company approved a share repurchase plan, authorizing the Company to repurchase in the aggregate up to 1 million shares of its outstanding common stock, $1 par value, over the twelve month period July 19, 2009 through July 18, 2010 (the "2010 Repurchase Plan"). As of June 30, 2011, the Company had repurchased an aggregate amount 526,623 shares of the Company's common stock as follows: 40,000 shares at an average price of $.94 per share; 156,983 shares at an average price of $1.10; 90,000 shares at an average price of $1.15 and 239,640 shares at an average price of $1.18. On May 20, 2011, the Company cancelled the 526,623 shares of the common stock acquired by the Company under the 2010 Repurchase Plan.
Item 6. Exhibits.
a. Exhibits
The following exhibits are hereby filed as part of this Quarterly Report on Form 10-Q or incorporated herein by reference.
|
Exhibit
|
|
|
|
Number
|
|
Description of Document
|
|
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
|
|
101.INS*#
|
|
XBRL Instance Document
|
|
101.SCH*#
|
|
XBRL Taxonomy Extension Schema
|
|
101.CAL*#
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF*#
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB*#
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE*#
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
* Filed herewith.
#
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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.
Date: September 7, 2011
|
|
BKF CAPITAL GROUP, INC.
|
|
|
|
|
|
|
By:
|
/s/ Steven N. Bronson
|
|
|
|
Steven N. Bronson,
|
|
|
|
Chief Executive Officer,
|
|
|
|
as Registrant's duly authorized
|
|
|
|
officer
|
EXHIBIT INDEX
|
Exhibit
|
|
|
|
Number
|
|
Description of Document
|
|
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
|
|
101.INS*#
|
|
XBRL Instance Document
|
|
101.SCH*#
|
|
XBRL Taxonomy Extension Schema
|
|
101.CAL*#
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
101.DEF*#
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
101.LAB*#
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
101.PRE*#
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
* Filed herewith.
#
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
BKF Capital (PK) (USOTC:BKFG)
Gráfica de Acción Histórica
De Oct 2024 a Nov 2024
BKF Capital (PK) (USOTC:BKFG)
Gráfica de Acción Histórica
De Nov 2023 a Nov 2024
