UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2014 |
or
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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 no. 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) |
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31248 Oak Crest Drive, Suite 110, Westlake
Village, California 91361
Address of principal executive offices)
(805) 416-7100
(Registrant's telephone number, including
area code)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act: None
Indicate
by check mark whether the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨
No x
Indicate
by check mark whether the registrant is not required to file reports Pursuant to Section 13 or Section 15(d) of the Act. Yes ¨
No x
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 x
No ¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes x
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. See the definitions
of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.
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Large accelerated filer ¨ |
Accelerated filer ¨ |
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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). Yes x
No ¨
The aggregate market value of the voting
stock held by non-affiliates of the registrant as of June 30, 2014, was $3,755,908. For this computation, the registrant has excluded
the market value of all shares of its Common Stock reported as beneficially owned by executive officers and directors of the registrant;
such exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the registrant.
As of April 15, 2015, 7,471,593 shares of
BKF Capital Group, Inc. common stock, par value $1.00 per share, were outstanding.
Table of Contents
Special Note Regarding Forward-Looking Statements
Some of the statements made in this Annual
Report on Form 10-K, including statements under "Item 1. Business" and "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations," that are not historical facts, including, most importantly, those statements
preceded by, followed by, or that include the words "may," "believes," "expects," "anticipates,"
or the negation thereof, or similar expressions constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the “Reform Act”). For those statements, BKF Capital Group, Inc. (the "Company"
or "BKF") claims the protection of the safe harbor for forward-looking statements contained in the Reform Act. These
forward-looking statements are based on BKF's current expectations and are susceptible to a number of risks, uncertainties and
other factors including the risks described in "Item 1A. Risk Factors", and BKF's actual achievements may differ materially
from any future achievements expressed or implied by such forward-looking statements. Such factors include the following: retention
and ability to recruit qualified personnel; availability, terms and deployment of capital; changes in, or failure to comply with,
government regulations; the costs and other effects of legal and administrative proceedings; BKF's ability to consummate a merger
or an acquisition and/or raise additional capital; the effect of laws, rules and regulations on BKF's ability to make investments
in new businesses and/or pursue strategic alternatives; and other risks and uncertainties referred to in this document and in BKF's
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 BKF's control. BKF will not undertake and specifically declines any obligation to publicly
release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of anticipated or unanticipated events. In addition, it is BKF's 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.
PART I
Item 1. Business
OVERVIEW
Background
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
subsidiaries, BKF Investment Group, Inc., formerly known as BKF Management Co., Inc. ("BIG") and BKF Asset Holdings,
Inc. (“BKF Holdings”) all of which are collectively referred to herein as the "Company" or "BKF."
The consolidated financial statements of BKF include BIG and BIG's two wholly owned subsidiaries BKF Advisors, Inc. (“BKF
Advisors”) and BKF Asset Management, Inc., ("BAM") and BAM's two wholly-owned subsidiaries, BKF GP, Inc. (“BKF
GP”) and LEVCO Securities, Inc. ("LEVCO Securities"). On November 27, 2012 LEVCO Securities was dissolved. There
were no affiliated partnerships in BKF's December 31, 2014 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 have been in the process of being liquidated and dissolved since 2006.
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, investments
in securities, sizable net operating tax losses to potentially carry forward, and its status as a publicly traded Exchange Act
reporting company. BKF's current revenue stream will not be sufficient to cover BKF's ongoing expenses, however the Company has
enough cash to continue in operation beyond the upcoming year.
On August 27, 2008, the Company entered
into an agreement with Catalyst Fund, L.P. a hedge fund which owned approximately 47.5% of the Company's outstanding common stock,
Steven N. Bronson, who was the fund manager for the Catalyst Fund, L.P., and each of the Company's current directors and officers
to effect a change of control of the Company (the "Change of Control Agreement"). A copy of the Change of Control Agreement
was attached as an Exhibit to a Current Report on Form 8-K filed by the Company on September 2, 2008. Pursuant to the Change of
Control Agreement, all existing officers and directors resigned and new directors and management was appointed. Specifically, effective
September 19, 2008, Harvey Bazaar, Marvin Olshan, Ronald LaBow and J. Clark Gray each resigned as directors and/or officers of
the Company, pursuant to the Change of Control Agreement. Simultaneously therewith, the following persons were appointed to the
Board of Directors of the Company: Steven N. Bronson, John Brunjes and Leonard Hagan and Steven N. Bronson was appointed President
of the Company. In connection with the change of control the Company filed and mailed out to all shareholders of record an Information
Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, which is incorporated herein
by reference.
Plan of Operations
On August 2, 2012, the Company issued a
press release disclosing that the Company plans to create an asset management platform with investment vehicles that focus on areas
of portfolio management that typically receive less attention from investors but also present unique investment opportunities.
The Company is also engaged in seeking to arrange an acquisition, with an operating business with revenues, at least three years
of operating history and unique value opportunities. The Press Release is attached as an exhibit to the Company’s Current
Report on Form 8-K, dated August 3, 2012, and is incorporated herein by reference.
In September 2012, the Company changed
the name of its subsidiary BKF Management Co., Inc. to BKF Investment Group, Inc. and BIG formed a wholly owned subsidiary,
BKF Advisors, Inc. (“BKF Advisors”). BKF Advisors has registered as an investment advisor with the State of
Florida and the State of California. Effective April 1, 2014, BKF Advisors terminated its registration as an investment
advisor in the State of Florida. The Company expects that BKF Advisors will act as the investment advisor to the BKF
Income Fund, L.P., a Delaware limited partnership that plans to engage as an investment fund (the “Fund”). BAM is
the general partner of the Fund.
The Company expects to seed the Fund which expects to
focus on small-cap and micro-cap companies with a value based approach to investing. Thereafter, the Company intends to grow its
asset management business by acquiring or seeding other alternative investment funds with unique investment strategies and/or emerging
portfolio managers. The Company’s goal is to grow revenues and income over time and achieve valuation multiples in line with
other publicly-traded comparable companies. The Company expects to create value for its shareholders by rebuilding its asset management
operations, and expects to earn fee income for assets under management, performance fees upon successfully liquidating investments
and from its proprietary capital investments in the investment funds for which BKF acts as the general partner. Moreover, the Company
has substantial net operating loss carry-forwards that it may be able to use to offset future profits and thereby minimize tax
liabilities.
The Company is also seeking to arrange for
a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. 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.
The Company anticipates that the selection
of a business opportunity will be a complex process and will involve a number of risks, because potentially available business
opportunities may occur in many different industries and may be in various stages of development. Due in part to depressed economic
conditions in a number of geographic areas and shortages of available capital, management believes that there are numerous firms
seeking either the additional capital which the Company has or the benefits of a publicly traded corporation, or both. The perceived
benefits of a publicly traded corporation may include facilitating or improving the terms upon which additional equity financing
may be sought, providing liquidity for principal shareholders, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity for all shareholders and other factors.
In some cases, management of the Company
will have the authority to effect acquisitions without submitting the proposal to the shareholders for their consideration. In
some instances, however, the proposed participation in a business opportunity may be submitted to the shareholders for their consideration,
either voluntarily by the Board of Directors to seek the shareholders' advice and consent, or because of a requirement of State
law to do so.
In seeking to arrange a merger, acquisition,
business combination or other arrangement by and between the Company and a viable operating entity, the Company's objective will
be to obtain long-term capital appreciation for the Company's shareholders. There can be no assurance that the Company will be
able to complete any merger, acquisition, business combination or other arrangement by and between the Company and a viable operating
entity.
The Company may need additional funds in
order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although
there is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement
by and between the Company and a viable operating entity.
Services
During the years ended December 31, 2014
and December 31, 2013, the Company did not provide any investment advisory or asset management services nor did the Company act
as a broker dealer.
The Company, through BKF GP, continues to
act as the managing general partner of several private investment partnerships, established prior to 2005, which are in the process
of being liquidated and dissolved.
Employees
As of April 15, 2015, BKF has one employee,
Steven N. Bronson, who serves as BKF's Chairman, CEO and President.
Item 1A. RISK FACTORS
Potential investors should carefully
consider the risks described below before making an investment decision concerning the common stock of the Company. The risks and
uncertainties described below are not the only ones we face. In the course of conducting our business operations, we are exposed
to a variety of risks that are inherent to or otherwise impact the alternative asset management business. Any of the risk factors
we describe below have affected or could materially adversely affect our business, results of operations, financial condition and
liquidity. The market price of our stock price could decline, possibly significantly or permanently, if one or more of these risks
and uncertainties occur. Certain statements in “Risk Factors” are forward-looking statements. See “Forward-Looking
Statements.”
Risks Related to Our Asset Management Business
BKF Advisors does not have a track record.
BKF Advisors is a new investment advisor
without any track record. Accordingly, we may not be able to raise a sufficient amount of money for the Fund. If we are unable
to raise sufficient amount of money for the Fund we may not be able to achieve the Fund’s objectives. The fact that we are
a new Fund, may limit it us to the types of investors that will invest in the Fund.
Competitive pressures in the asset management business
could materially adversely affect our business and results of operations.
The asset management business is intensely
competitive, with competition based on a variety of factors, including investment performance, the quality of service and level
of desired information provided to fund investors, brand recognition and business reputation. We compete for fund investors, highly
qualified talent, including investment professionals, and for investment opportunities with a number of hedge funds, private equity
firms, specialized funds, traditional asset managers, commercial banks, investment banks and other financial institutions. A number
of factors create competitive risks for us:
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A number of our competitors have greater financial, technical, marketing and other resources and more personnel than we do. |
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Several of our competitors have raised and continue to raise significant amounts of capital, and many of them have or may pursue investment objectives that are similar to ours, which would create additional competition for investment opportunities and may reduce the size and duration of pricing inefficiencies that many alternative investment strategies seek to exploit. |
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Some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and to bid more aggressively than us for investments that we may want to make. |
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Some of our competitors may be subject to less extensive regulation and thus may be better positioned to pursue certain investment objectives and/or be subject to lower expenses related to compliance and regulatory investigations than us. |
We may lose fund investors in the future
if we do not match or provide more attractive management fees, incentive income arrangements, structures and terms than those offered
by competitors. However, we may experience decreased revenues if we match or provide more attractive management fees, incentive
income arrangements, structures and terms offered by competitors. In addition, changes in the global capital markets could diminish
the attractiveness of our funds relative to investments in other investment products. This competitive pressure could materially
adversely affect our ability to make successful investments and limit our ability to raise future successful funds, either of which
would materially adversely impact our business, revenues, results of operations and cash flows.
If our investment performance, including
the level and consistency of returns or other performance criteria, does not meet the expectations of our fund investors, it will
be difficult for our funds to retain or raise capital and for us to grow our business. Additionally, even if our fund performance
is strong, it is possible that we will not be able to attract additional capital. Further, the allocation of increasing amounts
of capital to alternative investment strategies over the long term by institutional and individual investors may lead to a reduction
in profitable investment opportunities, including by driving prices for investments higher and increasing the difficulty of achieving
consistent, positive, absolute returns. Competition for fund investors is based on a variety of factors, including:
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Investment performance. |
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Investor liquidity and willingness to invest. |
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Investor perception of investment managers’ ability, drive, focus and alignment of interest with them. |
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Investor perception of robustness of business infrastructure and financial controls. |
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Transparency with regard to portfolio composition. |
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Investment and risk management processes. |
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Quality of service provided to and duration of relationship with investors. |
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Business reputation, including the reputation of a firm’s investment professionals. |
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Level of fees and incentive income charged for services. |
If we are not able to compete successfully
based on these and other factors, our assets under management, earnings and revenues may be significantly reduced and our business
may be materially adversely affected. Furthermore, if we are forced to compete with other alternative asset managers on the basis
of fees, we may not be able to maintain our current management fee and incentive income structures, which drive our revenues and
earnings. We have historically competed for fund investors primarily on the investment performance of our funds and our reputation,
and not on the level of our fees or incentive income relative to those of our competitors. However, as the alternative asset management
sector matures and addresses current market and competitive conditions, there is a risk that management fee and incentive income
rates will decline, without regard to the historical performance of a manager. Management fee or incentive income rate reductions
on existing or future funds, particularly without corresponding increases in assets under management or decreases in our operating
costs, could materially adversely affect our revenues and profitability.
Even if we are able to compete successfully
based on the factors noted above, it is possible we could lose assets under management to our competitors. During the financial
crisis, for example, many investors in our funds were also investors in funds managed by other alternative asset managers that
restricted or suspended redemptions for a period of time. During that period of time, investors redeemed assets from our funds
due, we believe, to their inability to obtain liquidity from other sources. It is possible that similar circumstances could cause
us to experience unusually high redemptions or a decrease in inflows, even if our investment performance and other business attributes
are otherwise competitive or superior.
Investors in our fund have the right to redeem their investments
in our funds on a regular basis and could redeem a significant amount of assets under management during any given quarterly period,
which would result in significantly decreased revenues.
Subject to any specific redemption provisions
applicable to a fund, investors in our multi-strategy hedge funds may generally redeem their investments in our funds on an annual
or quarterly basis following the expiration of a specified period of time (typically between one and three years), although certain
investors generally may redeem capital during such specified period upon the payment of a redemption fee and upon giving proper
notice. In a declining market, the pace of redemptions and consequent reduction in our assets under management potentially could
accelerate. Furthermore, investors in our funds may also invest in funds managed by other alternative asset managers that have
restricted or suspended redemptions or may in the future do so. Such investors may redeem capital from our funds, even if our performance
is superior to such other alternative asset managers’ performance if they are restricted or prevented from redeeming capital
from those other managers.
Our business and financial condition may be materially
adversely impacted by the highly variable nature of our revenues, results of operations and cash flows.
Our revenues are influenced by the combination
of the amount of assets under management and the investment performance of our funds. Asset flows, whether inflows or outflows,
can be highly variable from month-to-month and quarter-to-quarter. Furthermore, our funds’ investment performance, which
affects the amount of assets under management and the amount of incentive income we may earn in a given year, can be volatile due
to, among other things, general market and economic conditions. Accordingly, our revenues, results of operations and cash flows
are all highly variable.
As a result of quarterly fluctuations in,
and the related unpredictability of, our revenues and profits, the price of our common stock can be significantly volatile.
Extensive regulation of the asset management business
affects our activities and creates the potential for significant liabilities and penalties. Our reputation, business and operations
could be materially affected by regulatory issues.
Our business is subject to extensive and
complex regulation, including periodic examinations and regulatory investigations, by governmental and self-regulatory organizations
in the jurisdictions in which we operate and trade around the world. As an investment adviser registered under the laws of the
State of California and a company subject to the registration and reporting provisions of the Exchange Act, we are subject to regulation
and oversight by the SEC.
The regulatory bodies with jurisdiction
over us have the authority to grant, and in specific circumstances to cancel, permissions to carry on our business and to conduct
investigations and administrative proceedings. Such investigations and administrative proceedings can result in fines, suspensions
of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of an
investment adviser from registration or memberships. For example, a failure to comply with the obligations imposed by the Exchange
Act or Advisers Act, including recordkeeping, advertising and operating requirements, disclosure obligations and prohibitions on
fraudulent activities, or a failure to maintain our funds’ exemption from compliance with the 1940 Act could result in investigations,
sanctions and reputational damage. Even if an investigation or proceeding did not result in a sanction or the sanction imposed
against us or our personnel by a regulator were small in monetary amount, the adverse publicity relating to the investigation,
proceeding or imposition of these sanctions could harm our reputation and cause us to lose existing investors or to fail to gain
new investors. Furthermore, the legal, technology and other costs associated with regulatory investigations could increase to such
a level that they could have a material impact on our results.
Increased regulatory focus could result in additional
burdens on our business.
The financial industry is becoming more
highly regulated. Legislation has been introduced in recent years by both U.S. and foreign governments relating to financial markets
and institutions, including asset management firms, which would result in increased oversight and taxation. There has been, and
may continue to be, a related increase in regulatory investigations of the trading and other investment activities of alternative
investment funds, including our funds. Such investigations may impose additional expenses on us, may require the attention of senior
management and may result in fines if any of our funds are deemed to have violated any regulations.
On July 21, 2010, the Dodd-Frank Wall
Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was signed into law. The Dodd-Frank Act imposes significant
new regulations on the U.S. financial services industry, including aspects of our business and the markets in which we operate.
The Dodd-Frank Act imposes a wide array of regulations covering, among other things: (i) oversight and regulation of systemic
market risk (including the power to liquidate certain financial institutions); (ii) the ability of the Federal Reserve to
regulate certain non-bank financial institutions and to prohibit insured depositary institutions and their affiliates from conducting
proprietary trading and investing in private equity funds and hedge funds; (iii) new registration, recordkeeping and reporting
requirements for private fund investment advisers; (iv) minimum equity retention requirements for issues of asset-backed securities;
(v) the establishment of a new bureau of consumer financial protection; and (vi) new requirements and higher liability
standards for credit rating agencies.
The Dodd-Frank Act provides that non-bank
financial companies (including asset management firms and hedge funds) may be evaluated for designation as systemically significant
financial institutions subjected to enhanced supervisory standards relating to, for example, risk-based capital, leverage, risk
management, credit exposure and concentration limits, and gives the FDIC authority to act as receiver of bank holding companies,
financial companies and their subsidiaries in specific situations under the Orderly Liquidation Authority. If we or any of our
funds were to be designated as a systemically significant financial institution we would be subject to increased costs of doing
business by virtue of fees and assessments associated with such designation as well as by virtue of increased regulatory compliance
costs, all of which would be likely to adversely affect our competitive position.
The Dodd-Frank Act also requires increased
disclosure of executive compensation and provides shareholders with the right to vote on executive compensation. In addition, the
Dodd-Frank Act empowers federal regulators to prescribe regulations or guidelines to prohibit any incentive-based payment arrangements
that the regulators determine encourage covered financial institutions to take inappropriate risks by providing officers, employees,
directors or principal shareholders with excessive compensation or that could lead to a material financial loss by such financial
institutions. Until all of the relevant regulations and guidelines have been established, we cannot predict what effect, if any,
these developments may have on our business or the markets in which we operate.
Furthermore, the Dodd-Frank Act required
the SEC and the CFTC to implement more expansive regulations concerning whistleblowers. The SEC and the CFTC have each adopted
rules under this requirement, establishing reward programs for persons who bring information to the SEC or the CFTC. To receive
a reward under these programs, the information must “lead to the successful enforcement” of a judicial or administrative
action brought by the SEC or CFTC that results in a monetary sanction of $1 million or more against a public company for a violation
of the securities laws or the Commodity Exchange Act, respectively. While it is too soon to observe the full effect of these rules,
they may result in increased regulatory inquiries or investigations by the SEC or the CFTC. Such inquiries or investigations could
impose significant additional expense on us, require the attention of senior management and result in negative publicity and harm
to our reputation.
These and many other key aspects of the
changes imposed by the Dodd-Frank Act will be established by various regulatory bodies and other groups over the next several years
and the Dodd-Frank Act mandates multiple agency reports and studies (which could result in additional legislative or regulatory
action). As a result of the regulatory and other action yet to be taken, including with respect to the definition of certain key
terms in the Dodd-Frank Act, we do not know what the final regulations under the Dodd-Frank Act will require and it is difficult
to predict how significantly the Dodd-Frank Act will affect us. The Dodd-Frank Act will likely increase our administrative costs
and could impose additional restrictions on our business.
We may also be adversely affected if additional
legislation or regulations are enacted, or by changes in the interpretation or enforcement of existing rules and regulations imposed
by the SEC, other U.S. or foreign governmental regulatory authorities or self-regulatory organizations that supervise the financial
markets and their participants. Such changes could place limitations on the type of investor that can invest in alternative asset
funds or on the conditions under which such investors may invest. Further, such changes may limit the scope of investing activities
that may be undertaken by alternative asset managers as well as their funds. It is impossible to determine the extent of the impact
of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Compliance with
additional new laws or regulations could be difficult and expensive and affect the manner in which we conduct business, which could
have adverse impacts on our results of operations.
Difficult market conditions can adversely affect our funds
in many ways, including by negatively impacting their performance and reducing their ability to raise or deploy capital, which
could materially reduce our revenues and adversely affect our results of operations.
A recurrence of significant disruption and
volatility in the global financial markets and economies could impair the investment performance of our funds. Additionally, we
may not be able to raise capital for existing or new funds during, or even following, periods of market instability. Although we
seek to generate consistent, positive, absolute returns across all market cycles, our funds have been and may be materially affected
by conditions in the global financial markets and economic conditions. The global market and economic climate may become increasingly
uncertain due to numerous factors beyond our control, including but not limited to, concerns related to unpredictable global market
and economic factors, regulatory uncertainty, rising interest rates, inflation or deflation, the availability of credit, performance
of financial markets, terrorism or political uncertainty.
A general market downturn, a specific market
dislocation or deteriorating economic conditions may cause our revenues and results of operations to decline by causing:
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A decline in assets under management, resulting in lower management fees and incentive income. |
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An increase in the cost of financial instruments, executing transactions or otherwise doing business. |
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Lower or negative investment returns, which may reduce assets under management and potential incentive income. |
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Reduced demand for assets held by our funds, which would negatively affect our funds’ ability to realize value from such assets. |
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Increased investor redemptions or greater demands for enhanced liquidity or other terms, resulting in a reduction in assets under management, lower revenues and potential increased difficulty in raising new capital. |
Furthermore, while difficult market and
economic conditions and other factors can potentially increase investment opportunities over the long term, including with respect
to the competitive landscape for the hedge fund industry, such conditions and factors also increase the risk of increased investment
losses and additional regulation, which may impair our business model and operations. Our funds may also be materially adversely
affected by difficult market conditions if our investment professionals fail to assess the adverse effect of such conditions on
our investments, resulting in a significant reduction in the value of those investments. Moreover, challenging market conditions
may prompt alternative asset managers to reduce the management fee and incentive income rates they charge in order to retain assets.
In response to competitive pressures or for any other reason, we may reduce or change the fee structures of our funds, which could
reduce the amount of fees and income that we may earn relative to assets under management.
Most of our funds utilize investment strategies
that depend on our ability to appropriately react to, or accurately assess, the occurrence of, certain events, including market
and corporate events. If we fail to do so, our funds’ investment performance could be adversely affected in a material way.
Poor performance of our funds would cause a decline in
our revenues, results of operations and cash flows and could materially adversely affect our ability to retain capital or attract
additional capital.
If our funds perform poorly, our revenues,
results of operations and cash flows decline because the value of our assets under management decreases, which in turn results
in a reduction in management fees. To the extent that our funds perform poorly and such performance is continuing at the end of
a relevant performance measurement period, we would experience a reduction in incentive income and, if such reduction was substantial,
could result in the elimination of incentive income for a given year and future years until that decrease has been surpassed by
positive performance. Poor performance of our funds would make it more difficult for us to raise new capital and may cause investors
in our funds to redeem their investments. Investors and potential investors in our funds continually assess our funds’ performance,
as well as our ability to raise capital for existing and future funds. Our ability to avoid excessive redemption levels will depend
in part on our funds’ continued satisfactory performance. Moreover, poor performance, particularly in our most significant
funds, would harm our reputation and competitive standing, which would further impair our ability to retain or attract fund capital.
These factors may cause us to reduce or change the fee structure of our funds in order to retain or continue to attract assets
under management, which could, further reduce the amounts of management fees and incentive income that we may earn relative to
assets under management.
We may determine to use leverage in investments in our
funds, which could materially adversely affect our ability to achieve positive rates of return on those investments.
We may choose to use leverage in our funds,
to the extent permitted by the fund, to increase the yield on certain of their investments, although historically they have not
borrowed substantial capital either directly or through the use of derivative instruments. The use of leverage poses a significant
degree of risk, most notably by significantly increasing the risk of loss associated with leveraged investments that decline in
value, and enhances the possibility of a significant loss in the value of the investments in our funds. Our funds may borrow money
from time to time to purchase or carry securities. The interest expense and other costs incurred in connection with such borrowing
may not be recovered by appreciation in the securities purchased or carried, and will be lost—and the timing and magnitude
of such losses may be accelerated or exacerbated—in the event of a decline in the market value of such securities. Volatility
in the credit markets increases the degree of risk associated with such borrowing. Gains realized with borrowed funds may cause
a fund’s net asset value to increase at a faster rate than would be the case without borrowings. If investment results fail
to cover the cost of borrowings, the fund’s net asset value could also decrease faster than if there had been no borrowings.
Increases in interest rates could also decrease the value of fixed-rate debt investments made by our funds. To the extent our funds
determine to significantly increase their use of leverage, any of the foregoing circumstances could have a material adverse effect
on our financial condition, results of operations and cash flows.
The due diligence process that we undertake in connection
with investments by our funds may not reveal all facts that may be relevant in connection with making an investment.
Before investments are made by our funds,
particularly investments in securities that are not publicly traded, we conduct due diligence that we deem reasonable and appropriate
based on the facts and circumstances applicable to each investment. When conducting due diligence, we may be required to evaluate
important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors,
accountants and investment bankers may be involved in the due diligence process in varying degrees depending on the type of investment.
Nevertheless, when conducting due diligence and making an assessment regarding an investment, we rely on the resources available
to us, including information provided by the target of the investment and, in some circumstances, third-party investigations. The
due diligence that we carry out with respect to any investment opportunity may not reveal or highlight all relevant facts that
may be necessary or helpful in evaluating such investment opportunity, and such an evaluation will not necessarily result in the
investment being successful. Moreover, the level of due diligence conducted with respect to a particular investment will vary and
we may not properly assess the appropriate amount of diligence for each investment, which may result in losses.
Our funds may invest in relatively high-risk, illiquid
assets, including structured products, and may fail to realize any profits from these activities for a considerable period of time
or lose some or all of the principal investments.
Our funds may invest in securities that
are not publicly traded or that are otherwise illiquid, including complex structured products. There may be no readily available
liquidity in these securities, particularly at times of market stress or where many participants may be seeking liquidity at the
same time. In many cases, our funds may be prohibited, whether by contract, by applicable securities laws or by the lack of a liquid
market, from selling such securities for a period of time. Moreover, even if the securities are publicly traded, large holdings
of securities can often be disposed of only over a substantial length of time, exposing the investment returns to risks of downward
movement in market prices during the required holding period. Accordingly, under certain conditions, our funds may be forced to
either sell securities at lower prices than they had expected to realize or defer, potentially for a considerable period of time,
sales that they had planned to make. Investment in illiquid assets involves considerable risk and our funds may lose some or all
of the principal amount of such investments.
Our funds make investments in companies that we do not
control, exposing us to the risk of decisions made by others with whom we may not agree.
Investments by our funds will include investments
in debt or equity of companies that we do not control. Such investments may be acquired by our funds through trading activities
or through purchases of securities from the issuer. Those investments will be subject to the risk that the company in which the
investment is made may make business, financial or management decisions contrary to our expectations, with which we do not agree
or that the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve
our interests. In addition, we may make investments in which we share control over the investment with co-investors, which may
make it more difficult for us to implement our investment approach or exit the investment when we otherwise would. If any of the
foregoing were to occur with respect to one or more significant investments, the values of such investments by our funds could
decrease and our financial condition, results of operations and cash flows could suffer as a result.
Risk management activities may materially adversely affect
the return on our funds’ investments.
When managing our funds’ exposure
to market risks, we may from time to time use hedging strategies and various forms of derivative instruments, to the extent allowed,
to limit the funds’ exposure to changes in the relative values of investments that may result from market developments, including
changes in prevailing interest rates, currency exchange rates and commodity prices. The success of any hedging transactions generally
will depend on our ability to correctly assess the degree of correlation between price movements of the hedging instrument, the
position being hedged, the creditworthiness of the counterparty and other factors. As a result, while we may enter into a transaction
in order to reduce our exposure to market risks, the transaction may result in poorer overall investment performance than if it
had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases. In
addition, the degree of correlation between price movements of the instruments used in connection with hedging activities and price
movements in a position being hedged may vary. For a variety of reasons, we may not seek or be successful in establishing a perfect
correlation between the instruments used in a hedging or other derivative transaction and the position being hedged. An imperfect
correlation could prevent us from achieving the intended result and could give rise to a loss. In addition, it may not be possible
to fully or perfectly limit our exposure against all changes in the value of our investment because the value of investments is
likely to fluctuate as a result of a number of factors, some of which will be beyond our control or ability to hedge.
If our risk management processes and systems are ineffective,
we may be exposed to material unanticipated losses.
We continue to refine and implement our
risk management techniques, strategies and assessment methods, such as the use of statistical and other quantitative and qualitative
tools to identify, observe, measure and analyze the risks to which our funds are exposed. These methods, even if properly implemented,
may not allow us to fully mitigate the risk exposure of our funds in all economic or market environments, or against all types
of risk, including risks that we might fail to identify or anticipate. Some of our strategies for anticipating and managing risk
in our funds are based upon our use of historical market behavior statistics, which may not be an accurate predictor of current
or future market risks. We apply statistical and other tools to these observations to measure and analyze the risks to which our
funds are exposed. Any failure in our risk management systems, whether in design or implementation, to accurately identify and
quantify such risk exposure could limit our ability to manage risks in the funds, identify appropriate investment opportunities
or realize positive, risk-adjusted returns. Because neither our quantitative nor qualitative risk management processes can anticipate
for every investment the economic and financial outcome or timing and other specifics of the outcome, we will, in the course of
our activities, incur losses.
Risks Related to the Company’s Acquisition Strategy
The Company Has Limited Resources
The Company currently does not have any
operating business. The Company has had no revenues from operations for the fiscal years ended December 31, 2014 and 2013. The
Company's plan of operations is to consummate an acquisition or merger or other business combination (a "Transaction")
with a viable business entity (a "Target"). There can be no assurance that the Company will be able to consummate a Transaction,
nor can there be any assurance that any Target, at the time of the Company's consummation of a Transaction of the Target, or at
any time thereafter, will derive any material revenues from its operations or operate on a profitable basis. The current assets
of the Company may not be sufficient to fund a Transaction. Based on the Company's limited resources, the Company may not be able
to effectuate its business plan and consummate a Transaction. There can be no assurance that determinations ultimately made by
the Company will permit the Company to achieve its business objectives.
The Company May Need Additional Financing in Order to
Execute Its Business Plan
The Company has limited resources. The Company
cannot ascertain with any degree of certainty the capital requirements for the execution of its business plan to consummate a Transaction.
In the event that the Company's limited financial resources prove to be insufficient to implement its business plan, the Company
may be required to seek additional financing. In addition, in the event of the consummation of a Transaction, the Company may require
additional financing to fund the operations or growth of the Target.
Additional Financing May Not Be Available to the Company
There can be no assurance that additional
financing will be available to the Company on acceptable terms, or at all. To the extent that additional financing proves to be
unavailable when needed, the Company would be limited in its attempts to complete Transactions. The inability of the Company to
secure additional financing, if needed, could also have a material adverse effect on the continued existence of BKF. The Company
has no arrangements with any bank or financial institution to secure financing and there can be no assurance that any such arrangement,
if required or otherwise sought, would be available on terms deemed to be commercially acceptable and in the best interests of
the Company.
The Company May Not Be Able to Borrow Funds
While there currently are no limitations
on the Company's ability to borrow funds, the limited resources of the Company and limited operating history will make it difficult
to borrow funds. The amount and nature of any borrowings by the Company will depend on numerous considerations, including the Company's
capital requirements, the Company's perceived ability to meet debt service on any such borrowings and the then prevailing conditions
in the financial markets, as well as general economic conditions. There can be no assurance that debt financing, if required or
sought, would be available on terms deemed to be commercially acceptable by and in the best interests of the Company. The inability
of the Company to borrow funds required to effect or facilitate a Transaction may have a material adverse effect on the Company's
financial condition and future prospects. Additionally, to the extent that debt financing ultimately proves to be available, any
borrowings may subject the Company to various risks traditionally associated with indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay principal and interest. Furthermore, a Target may have already incurred
borrowings and, therefore, the Company will be subjected to all the risks inherent thereto.
Competition for Transactions
The Company expects to encounter intense
competition from other entities having business objectives similar to those of the Company. Many of these entities, including venture
capital partnerships and corporations, blind pool companies, large industrial and financial institutions, small business investment
companies and wealthy individuals, are well-established and have extensive experience in connection with identifying and effecting
Transactions directly or through affiliates. Many of these competitors possess greater financial, technical, human and other resources
than the Company and there can be no assurance that the Company will have the ability to compete successfully. The Company's financial
resources will be limited in comparison to those of many of its competitors. This inherent competitive limitation may compel the
Company to select certain less attractive acquisition prospects. There can be no assurance that such prospects will permit the
Company to achieve its stated business objectives.
The Company May Be Subject to Uncertainty in the Competitive
Environment of a Target
In the event that the Company succeeds in
effecting a Transaction, the Company will, in all likelihood, become subject to intense competition from competitors of the Target.
In particular, certain industries which experience rapid growth frequently attract an increasingly large number of competitors,
including competitors with greater financial, marketing, technical, human and other resources than the initial competitors in the
industry. The degree of competition characterizing the industry of any prospective Target cannot presently be ascertained. There
can be no assurance that, subsequent to a consummation of a Transaction, the Company will have the resources to compete effectively
in the industry of the Target, especially to the extent that the Target is in a high growth industry.
Transaction May Prevent or Limit the Company's Ability
to Use Its Net Operating Tax Loss Carryforwards
As of December 31, 2014 the Company had
a net operating loss carryforward of approximately $12.4 million. The consummation of a Transaction by the Company may limit, reduce
or void the utilization of the net operating losses. While the Company shall endeavor to complete a Transaction with a Target that
will permit the Company to utilize its net operating losses, there can be no assurances that the Company will be able to utilize
its net operating losses after the consummation of a Transaction with a Target.
Taxation Considerations May Impact the Structure of a
Transaction and Post-Closing Liabilities
Federal and state tax consequences will,
in all likelihood, be major considerations for the Company in consummating a Transaction. The structure of a Transaction or the
distribution of securities to stockholders may result in taxation of the Company, the Target or stockholders. Typically, these
transactions may be structured to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions.
The Company intends to structure any Transaction so as to minimize the federal and state tax consequences to both the Company and
the Target. Management cannot assure that a Transaction will meet the statutory requirements for a tax-free reorganization, or
that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction.
Stockholders Risk Dilution In Connection with a Transaction
The Company's Certificate of Incorporation
authorizes the issuance of 15,000,000 shares of common stock. As of April 15, 2015, the Company had 7,471,593 shares of common
stock issued and outstanding and 7,528,407 authorized but unissued shares of common stock available for issuance. The Company has
no commitments as of this date to issue its securities, however, the Company will, in all likelihood, issue a substantial number
of additional shares in connection with or following a Transaction. To the extent that additional shares of common stock are issued,
the Company's stockholders would experience dilution of their ownership interests in the Company. Additionally, if the Company
issues a substantial number of shares of common stock in connection with or following a Transaction, a change in control of the
Company may occur which may affect, among other things, the Company's ability to utilize net operating loss carry-forwards, if
any. Furthermore, the issuance of a substantial number of shares of common stock may adversely affect prevailing market prices,
if any, for the common stock and could impair the Company's ability to raise additional capital through the sale of its equity
securities. The Company may use consultants and other third parties providing goods and services. These consultants or third parties
may be paid in cash, stock, options or other securities of the Company. The Company may in the future need to raise additional
funds by selling securities of the Company which may involve substantial additional dilution to the investors.
General Risks Affecting the Company
Bank Account Balances in Excess of FDIC Insurance
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. As of December
31, 2014 and 2013, the Company had approximately $2,413,000 and $5,077,000 respectively, in its JP Morgan Chase bank accounts and
approximately $636,000 in BNP Paribas Brokerage money market accounts as of December 31, 2014.
Steven N. Bronson is Critical to the Future Success of
the Company
Steven N. Bronson is the Chairman and President
of the Company. The ability of the Company to successfully carry out its business plan and to consummate a Transaction will be
dependent upon the efforts of Mr. Bronson and the Company's directors. Notwithstanding the significance of Mr. Bronson, the Company
has not obtained any "key man" life insurance on his life. The loss of the services of Mr. Bronson could have a material
adverse effect on the Company's ability to successfully achieve its business objectives. If additional personnel are required,
there can be no assurance that the Company will be able to retain such necessary additional personnel.
Mr. Bronson Has Effective Control of the Company's Affairs
As of April 15, 2015, Mr. Bronson beneficially
owns and controls 4,505,100 shares of common stock of the Company, representing approximately 60.3% of the issued and outstanding
shares of common stock and approximately 60.3% of the voting power of the issued and outstanding shares of common stock of the
Company. In the election of directors, stockholders are not entitled to cumulate their votes for nominees. Accordingly, as a practical
matter, Mr. Bronson may be able to elect all of the Company's directors and otherwise direct the affairs of the Company.
There Exist Conflicts of Interest Relating to Mr. Bronson's
Commitment to the Company
Mr. Bronson is not required to commit his
full time to the affairs of the Company. Mr. Bronson will have conflicts of interest in allocating management time among various
business activities. Additionally, Mr. Bronson is the president, director and principal shareholder of two publicly traded companies,
4net Software, Inc. and Ridgefield Acquisition Corp. that are also engaged in seeking to consummate a merger, acquisition or other
business combination transaction. As a result, the consummation of an Acquisition may require a greater period of time than if
Mr. Bronson devoted his full time to the Company's affairs. However, Mr. Bronson will devote such time as he deems reasonably necessary
to carry out the business and affairs of the Company, including the evaluation of potential Targets and the negotiation and consummation
of Acquisitions and, as a result, the amount of time devoted to the business and affairs of the Company may vary significantly
depending upon, among other things, whether the Company has identified a Target or is engaged in active negotiation and consummation
of an Acquisition.
Indemnification of Officers and Directors
The Company's Certificate of Incorporation
provides for the Indemnification of its officers and directors to the fullest extent permitted by the laws of the State of Delaware.
It is possible that the indemnification obligations imposed under these provisions could result in a charge against the Company's
earnings and thereby affect the availability of funds for other uses by the Company.
The Company May Be Deemed an Investment Company and Subjected
to Related Restrictions
The regulatory scope of the Investment Company
Act of 1940, as amended (the "1940 Act"), which was enacted principally for the purpose of regulating vehicles for pooled
investments in securities, extends generally to companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The 1940 Act may, however, also be deemed to be applicable to a company which does not intend
to be characterized as an investment company but which, nevertheless, engages in activities which may be deemed to be within the
definitional scope of certain provisions of the 1940 Act. We do not believe that we are an “investment company” under
the 1940 Act because the nature of our assets and the sources of our income exclude us from the definition of an investment company
under the 1940 Act. In addition, we believe our Company is not an investment company under Section 3(b)(1) of the 1940 Act
because we are primarily engaged in a non-investment company business. We intend to continue to conduct our operations so that
we will not be deemed an investment company. If we were to be deemed an investment company, the Company may be forced to divest
its investments or become subject to certain restrictions relating to the Company's activities, including restrictions on the nature
of its investments and the issuance of securities. In addition, the 1940 Act imposes certain requirements on companies deemed to
be within its regulatory scope, including registration as an investment company, adoption of a specific form of corporate structure
and compliance with certain burdensome reporting, record keeping, voting, proxy, disclosure and other rules and regulations. In
the event of the characterization of the Company as an investment company, the failure by the Company to satisfy such regulatory
requirements, whether on a timely basis or at all, would, under certain circumstances, have a material adverse effect on the Company.
Investors Should Not Rely on Forward-Looking Statements
Because They Are Inherently Uncertain
This document contains certain forward looking
statements that involve risks and uncertainties. We use words such as "anticipate," "believe," "expect,"
"future," "intend," "plan," and similar expressions to identify forward-looking statements. These
statements are only predictions. Although we believe that the expectations reflected in these forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these
forward-looking statements, which apply only as of the date of this document. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the risks faced by us and described on the preceding
pages and elsewhere in this document.
We believe it is important to communicate
our expectations to our investors. However, there may be events in the future that we are not able to predict accurately or over
which we have no control. The risk factors listed above, as well as any cautionary language in this document, provide examples
of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in
our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of the events described
in these risk factors and elsewhere in this document could have a material adverse effect on our business, operating results, financial
condition and stock price.
Item 2. Properties
During the year ended December 31, 2014,
BKF's offices were located at 3990-B Heritage Oak Court, Simi Valley California 93063 (the "Premises"). The Company occupied
the Premises pursuant to a license agreement, dated May 1, 2014 (the “License Agreement”) between BKF and Qualstar
Corporation (“Qualstar”). BKF’s telephone number was (805) 416-7100. Pursuant to the License Agreement, BKF licensed
one furnished office at the Premises. BKF also had access to a telephone line and other services as described in the License Agreement.
BKF paid a license fee to Qualstar of $14,400 per annum, or $1,200 per month, for use of the Premises. Steven N. Bronson, BKF’s
Chairman, CEO and majority shareholder, is also the Chairman and CEO of Qualstar. A copy of the License Agreement is attached to
the Company’s Current Report on Form 8-K, dated May 1, 2014, as Exhibit 10.43, and is incorporated herein by reference.
Item 3. 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 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of BKF's
security holders during the fiscal year ended December 31, 2014.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholders
Matters and Issuer Purchases of Equity Securities
(a) MARKET INFORMATION. BKF's common stock
trades over the counter under the symbol "BKFG." At the close of business on April 15, 2015, there were 387 holders of
record of BKF's common stock. As of April 15, 2015, the last reported price of the Company's common stock was $1.31.
The following table sets forth the range
of high and low prices for the Company's common stock for the periods indicated. These prices represent reported transactions between
dealers that do not include retail markups, markdowns or commissions, and do not necessarily represent actual transactions.
| | |
Stock Price | |
| | |
Ranges | |
| COMMON STOCK |
| Year/Fiscal Period | |
High | | |
Low | |
| | |
| | |
| |
| 2014 | |
| | | |
| | |
| Fourth quarter | |
$ | 1.45 | | |
$ | 1.10 | |
| Third quarter | |
$ | 1.69 | | |
$ | 1.39 | |
| Second quarter | |
$ | 1.43 | | |
$ | 1.10 | |
| First quarter | |
$ | 1.25 | | |
$ | 1.06 | |
| | |
| | | |
| | |
| 2013 | |
| | | |
| | |
| Fourth quarter | |
$ | 1.23 | | |
$ | 1.05 | |
| Third quarter | |
$ | 1.20 | | |
$ | 0.97 | |
| Second quarter | |
$ | 1.10 | | |
$ | 1.00 | |
| First quarter | |
$ | 1.13 | | |
$ | 0.93 | |
There were no distributions or dividends
declared or paid in 2014 or 2013. The declaration and payment of distributions or dividends by BKF is at the discretion of BKF's
Board of Directors. BKF is a holding company, and its ability to pay dividends is subject to the ability of its subsidiaries to
provide cash to BKF. BKF has discontinued its policy of paying quarterly cash dividends and does not expect to pay dividends in
the foreseeable future.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Currently, the Company has no business 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. 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.
Current Plan of Operations
Background
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
subsidiaries, BKF Investment Group, Inc., formerly known as BKF Management Co., Inc. ("BIG") and BKF Asset Holdings,
Inc. (“BKF Holdings”) all of which are collectively referred to herein as the "Company" or "BKF."
The consolidated financial statements of BKF, BIG and BIG's two wholly owned subsidiaries BKF Advisors, Inc. (“BKF Advisors”)
and BKF Asset Management, Inc., ("BAM") and BAM's two wholly-owned subsidiaries and BKF GP, Inc. (“BKF GP”).
On August 2, 2012, the Company issued a
press release disclosing that the Company plans to create an asset management platform with investment vehicles that focus on areas
of portfolio management that typically receive less attention from investors but also present unique investment opportunities.
The Company is also engaged in seeking to arrange an acquisition, with an operating business with revenues, at least three years
of operating history and unique value opportunities. The Press Release is attached as an exhibit to the Company’s Current
Report on Form 8-K, dated August 3, 2012, and is incorporated herein by reference.
In September 2012, the Company changed
the name of its subsidiary BKF Management Co., Inc. to BKF Investment Group, Inc. and formed a wholly owned subsidiary, BKF
Advisors that is registered as an investment advisor with the State of California. The Company expects that BKF Advisors will
act as the investment advisor to the BKF Technology Fund, L.P., a newly formed Delaware limited partnership that plans to
engage as an investment fund (the “Fund”). BAM is the general partner of the Partnership. The Company
expects to seed the Partnership which expects to focus on small-cap and micro-cap companies with a value based approach to
investing. Thereafter, the Company intends to grow its asset management business by acquiring or seeding other alternative
investment funds with unique investment strategies and/or emerging portfolio managers. The Company’s goal is to grow
revenues and income over time and achieve valuation multiples in line with other publicly-traded comparable companies. The
Company expects to create value for its shareholders by rebuilding its asset management operations, and expects to earn fee
income for assets under management, performance fees upon successfully liquidating investments and from its proprietary
capital investments in the investment funds for which BKF acts as the general partner. Moreover, the Company has substantial
net operating loss carry-forwards that it may be able to use to offset future profits and thereby minimize tax
liabilities.
The Company is also seeking to arrange for
a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. 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.
The Company anticipates that the selection
of a business opportunity will be a complex process and will involve a number of risks, because potentially available business
opportunities may occur in many different industries and may be in various stages of development. Due in part to depressed economic
conditions in a number of geographic areas and shortages of available capital, management believes that there are numerous firms
seeking either the additional capital which the Company has or the benefits of a publicly traded corporation, or both. The perceived
benefits of a publicly traded corporation may include facilitating or improving the terms upon which additional equity financing
may be sought, providing liquidity for principal shareholders, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity for all shareholders and other factors.
In some cases, management of the Company will
have the authority to effect acquisitions without submitting the proposal to the shareholders for their consideration. In some
instances, however, the proposed participation in a business opportunity may be submitted to the shareholders for their consideration,
either voluntarily by the Board of Directors to seek the shareholders' advice and consent, or because of a requirement of State
law to do so.
In seeking to arrange a merger, acquisition,
business combination or other arrangement by and between the Company and a viable operating entity, the Company's objective will
be to obtain long-term capital appreciation for the Company's shareholders. There can be no assurance that the Company will be
able to complete any merger, acquisition, business combination or other arrangement by and between the Company and a viable operating
entity.
The Company may need additional funds in order
to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there
is no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain
additional funds there is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by
and between the Company and a viable operating entity.
BKF, through BKF GP, Inc., a wholly owned subsidiary,
acts as the managing general partner of three investment partnerships which are in the process of being liquidated and dissolved.
Qualstar Investment
On December 17, 2010, the Company purchased
1,500,000 shares of Qualstar Corporation ("Qualstar") common stock in a privately negotiated transaction at the price
of $1.55 per share or the total aggregate amount of $2,325,000 (the “2010 Purchase”). Qualstar is a diversified electronics
manufacturer specializing in data storage, power supplies and computer pointing devices. Qualstar's products are known throughout
the world for high quality and Simply Reliable designs that provide years of trouble-free service. The securities of Qualstar are
traded on NASDAQ under the symbol "QBAK." The registrant purchased the Qualstar shares from Richard A. Nelson and Kathleen
R. Nelson as Co-Trustees of the Nelson Family Trust U/A DTD 01/19/2000. Richard A. Nelson is an officer and director of Qualstar.
Following the 2010 Purchase, BKF owned approximately 12.2% of issued and outstanding shares of Qualstar. The Company previously
disclosed its acquisition of shares of Qualstar in Current Report on Form 8-K filed on December 23, 2010. Following the December
17, 2010 transaction BKF increased its Qualstar holdings through open market transactions.
On February 15, 2012 BKF sent a letter to the
Qualstar board of director, which was attached as an exhibit to the Company’s Schedule 13D filing on February 21, 2012. In
the February 15, 2012 letter, BKF suggested steps that the Qualsar board can and should take to maximize shareholder value. The
Qualstar board did not discuss the February 15, 2012 letter with BKF and it failed to take any of the requested actions. In or
about May 2012, the BKF launched a proxy contest to remove and replace the board of directors of Qualstar. See BKF’s Definitive
Proxy Statement on Schedule 14A, filed on June 6, 2012, which is incorporated herein by reference. The special meeting of the shareholders
of Qualstar occurred on June 20, 2012. While BKF’s proposals did receive approval of the majority of the votes cast at the
meeting, they did not receive approval from a majority of the outstanding shares, which was required to remove the incumbent Qualstar
board.
On January 17, 2013, BKF sent a letter (the
“Notice”) to the Qualstar Board, notifying the Qualstar Board that in accordance with Section 6 of Article II of Qualstar’s
Bylaws, as amended and restated as of March 24, 2011, BKF Capital intends to nominate six (6) directors to serve on Qualstar’s
Board of Directors at the 2013 Annual Meeting of Shareholders. Specifically, in the Notice, BKF nominated the following persons
for election to Qualstar’s Board of Directors at the 2013 Annual Meeting of Shareholders: Steven N. Bronson, Edward J. Fred,
Sean M. Leder, David J. Wolenski, Alan B. Howe and Maria Fregosi.
On January 30, 2013, BKF announced a partial
tender offer to purchase up 3,000,000 shares of Qualstar’s common stock at a purchase price of $1.65 per share (the “PTO”),
which was a 19% increase above the share price of Qualstar’s common stock on the day before the offering was announced. The
PTO provided that BKF would purchase a minimum of 1,000,000 shares in the PTO. In connection with the PTO, BKF filed a Scheduled
TO on January 30, 2013, which is incorporated herein by reference. On February 5, 2013, the board of directors of Qualstar adopted
a poison pill in the form of a rights plan that would be triggered in the event that BKF purchased any additional shares. After
analyzing the poison pill adopted by the Qualstar board of directors and the likelihood that a court would strike down the poison
pill, on February 11, 2013, BKF announced that it would withdraw and terminate the PTO. In connection with the termination of the
PTO, BKF filed a Schedule 14A on February 11, 2013, which is incorporated herein by reference.
On June 6, 2013, BKF filed its definitive
proxy statement for Qualstar’s 2013 Annual Meeting of Shareholders (the “Qualstar Meeting”) to be held on
June 28, 2013. In its proxy statement BKF nominated five (5) persons to be elected to the board of directors of Qualstar.
Specifically, BKF nominated Steven N. Bronson, Sean M. Leder, David J. Wolenski, Alan B. Howe and Dale E. Wallis. At the
Qualstar Meeting, the shareholders of Qualstar voted to elect BKF Capital’s nominees to the board of directors of
Qualstar. Specifically, the Qualstar shareholders elected the following persons to serve on the Qualstar board of directors:
Steven N. Bronson, Sean M. Leder, David J. Wolenski, Alan B. Howe and Dale E. Wallis. On July 3, 2013, Steven N. Bronson, our
Chairman, CEO and President, was appointed to serve as Qualstar’s Chairman and interim CEO and President. In August
2013, Qualstar reimbursed BKF for the costs and expenses incurred in connection with the 2012 proxy contest and the 2013
proxy contest in the aggregate amount of $356,000.
At December 31, 2014 the Company held
3,020,568 common shares of Qualstar consisting of 1,500,000 shares owned directly by BKF, and an additional 1,520,568 owned
through BKF Asset Holdings, Inc., a wholly owned subsidiary of the Company, representing approximately 24.65% of the issued
and outstanding shares of Qualstar. The Company holds the shares of Qualstar for investment purposes and is currently
considering its options.
Results of Operations
Income
Total income for 2014 was $45,000, reflecting
an increase of 0.05% from $43,000 in 2013. The increase in income was primarily a result of the gain on sale of securities, offset
by decreases in interest and other income.
Expenses
Total expenses for 2014 were $300,000, reflecting
a 58% decrease from $708,000 in 2013. The decrease is primarily attributable to professional fees related to the partial tender
offer and proxy contest concerning Qualstar during 2013.
Other income and expenses
Other income during December 31, 2013, amounted
to $395,000, which was attributable to a one time reimbursement from Qualstar in the aggregate amount of $395,000 for the professional
fees and expenses incurred by BKF in connection with the proxy contests concerning Qualstar.
Loss on equity investment for 2014 was approximately
$734,000 compared to a loss $2,073,000 in 2013. The net decrease is primarily attributable to the continued losses experienced
by Qualstar in the amount of approximately $791,000 and an increase in investments in Interlink of approximately $57,000.
At December 31, 2014, BKF had cash and cash
equivalents of $3.05 million, as compared to cash and cash equivalents of $5.9 million at December 31, 2013. This decrease in cash
and cash equivalents primarily reflects the purchase of Qualstar and Interlink Electronics shares which amounted to approximately
$2.6 million.
Accrued expenses were $52,000 at December 31,
2014, as compared to $33,000 at December 31, 2013.
Over the next twelve months the Company plans
to meet its current obligations from interest on its cash, to the extent such interest earned is insufficient to pay expenses,
the Company shall utilize its cash on hand to meet its obligations.
Off Balance Sheet Risk
BKF GP served as the managing general partner
for several affiliated investment partnerships which traded primarily in equity securities. As of December 31, 2014 and 2013 virtually
all of these partnerships' investments have been fully liquidated and the proceeds distributed. There is no general partner or
limited partners' capital remaining in these partnerships unless certain illiquid portfolio positions eventually realize a value.
BKF GP has not guaranteed any of the affiliated investment partnerships' obligations, nor does it have any contractual commitments
associated with them.
Item 8. Financial Statements and Supplemental Data
The independent auditor's reports and financial
statements listed in the accompanying index are included in Item 15 of this Annual Report on Form 10-K. See Index to Financial
Statements on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure 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. In designing and evaluating our disclosure controls
and procedures, the Company recognized that disclosure controls and procedures, no matter how well conceived and operated, can
provide only reasonable assurance of achieving the desired control objectives, and we necessarily are required to apply our judgment
in evaluating the cost-benefit relationship of possible disclosure controls and procedures.
Evaluation of disclosure and controls and procedures
Based on his evaluation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered
by this annual report on Form 10-K the Company's principle executive officer has concluded that the Company's disclosure controls
and procedures did operate in an effective manner as of December 31, 2014.
Management's Annual Report on Internal Control over Financial
Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Internal control over financial reporting is
defined, under the Exchange Act, as a process designed by, or under the supervision of, the issuer's principal executive and principal
financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| |
O |
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; |
| |
|
|
| |
O |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and |
| |
|
|
| |
O |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements. |
The Company's principal executive officer has
assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2014. In making this assessment,
the Company's principal executive officer was guided by the releases issued by the SEC and to the extent applicable the criteria
established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company's principal executive officer has concluded that based on his assessment, as of December 31, 2014, the Company's procedures
of internal control over financial reporting operated in an effective manner.
Readers are cautioned that internal control
over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore,
even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement
preparation and presentation.
This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report
was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit
the Company to provide only management's report in this annual report.
This report shall not be deemed to be filed
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated
by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control
over financial reporting that occurred during the quarter ended December 31, 2014 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Part III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth the names, ages
and positions of our current directors, executive officers and other key employees as of April 15, 2015. Our directors are elected
annually and serve until the next annual meeting of shareholders and until their successors are elected and appointed. Our executive
officers serve until the election and qualification of their successors or until their death, resignation or removal by our board
of directors. The board of directors adopted 4 resolutions during 2014.
DIRECTORS
| Name, Age, and |
|
Director |
|
Other Business |
| Principal Occupation During the Last Five Years |
|
Since |
|
Affiliation(s) |
| |
|
|
|
|
Steven N. Bronson — age 49
President and Chairman of BKF since September 19, 2008. Mr. Bronson is the chairman, CEO and majority shareholder of Interlink Electronics, Inc., Ridgefield Acquisition Corp. and 4net Software, Inc. all of which are publicly traded companies. Mr. Bronson is also the chairman, CEO and president of Qualstar Corporation, a publicly traded company. |
|
2008 |
|
Officer and director of Qualstar Corporation, Interlink Electronics, Inc., 4net Software, Inc., Ridgefield Acquisition Corp., all of which are publicly traded companies. |
| |
|
|
|
|
Leonard Hagan — age 63
Director of BKF since September 19, 2008. Mr. Hagan is a certified public accountant and for the past eighteen years has been a partner at Hagan & Burns CPA's, PC in New York. Mr. Hagan received a Bachelors of Arts degree in Economics from Ithaca College in 1974 and earned his Masters of Business Administration degree from Cornell University in 1976. Mr. Hagan is registered as the Financial and Operations Principal for the following broker-dealers registered with the Securities and Exchange Commission: Livingston Securities, LLC, Fieldstone Services Corp. and O’Bien & Shepard, Inc. Mr. Hagan is also a director of Ridgefield Acquisition Corp. and 4net Software, Inc. both publicly traded companies. |
|
2008 |
|
Director of 4net Software, Inc., a publicly traded corporation and Ridgefield Acquisition Corp., a publicly traded corporation. |
OFFICERS
Name, Age and Principal Occupation During
the Last Five Years |
|
Office |
|
Executive
Officer Since |
| |
|
|
|
|
| Steven N. Bronson — age 49 |
|
Chairman and President |
|
2008 |
No director, executive officer, promoter or
control person of the Company has, within the last five years: (i) had a bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to
that time; (ii) been convicted in a criminal proceeding or is currently subject to a pending criminal proceeding (excluding traffic
violations or similar misdemeanors); (iii) been subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; (iv) been found by a court of competent jurisdiction
(in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. There are no family relationships
among any directors and executive officers of the Company.
Corporate Governance
Audit Committee
The current member of the audit committee is
Leonard Hagan. There were no meetings of the audit committee during 2014.
Pursuant to the audit committee's written charter.
The Audit Committee's responsibilities include, among other things:
| |
o |
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K; |
| |
o |
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
| |
o |
discussing with management and the independent auditor the effect on our financial statements of (i) regulatory and accounting initiatives and (ii) off-balance sheet structures; |
| |
o |
discussing with management major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies; |
| |
o |
reviewing disclosures made to the audit committee by our chief executive officer and chief financial officer during their certification process for our Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in our internal controls; |
| |
o |
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
| |
o |
reviewing and approving all related-party transactions; |
| |
o |
inquiring and discussing with management our compliance with applicable laws and regulations; |
| |
o |
Pre-approving all auditing services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
| |
o |
appointing or replacing the independent auditor; |
| |
o |
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and |
| |
o |
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies. |
Financial Expert on Audit Committee
Our board of directors has determined that Mr.
Hagan is our "audit committee financial expert" (as defined in Regulation 240.401(h)(l)(i)(A) of Regulation S-K).
Code of Ethics
The Board of Directors has adopted a Code of
Ethics for the Chief Executive Officer, Chief Financial Officer and certain other personnel. A copy of the Company's Code of Ethics
is attached as Exhibit 14.1 to BKF's Annual Report on Form 10-K for the year ended December 31, 2007, and is incorporated herein
by reference.
Section 16(a) Beneficial Ownership Reporting Compliance
Each director and executive officer of the Company
and each beneficial owner of 10% or more of the Company's common stock is required to report his or her transactions in shares
of the Company's common stock to the SEC within a specified period following a transaction. Based on our review of filings with
the SEC and written representations furnished to us during 2014, the directors, executive officers and 10% beneficial owners filed
all such reports within the specified time period, except Steven N. Bronson who inadvertently filed three Form 4s late, and Leonard
Hagan who filed one Form 4 late.
ITEM 11. EXECUTIVE COMPENSATION.
Executive Officer Compensation
The following table sets forth the compensation
for the years ended December 31, 2014, December 31, 2013 and December 31, 2012 received by the Company's Chief Executive Officer
and the two most highly compensated other officers serving at the end of fiscal year 2014 (the "Named Executive Officers").
| SUMMARY COMPENSATION TABLE |
|
| | |
| | |
| | |
| | |
| | |
| | |
Non-Equity | | |
Nonqualified | | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
Incentive | | |
Deferred | | |
| | |
| |
| Name and | |
| | |
| | |
| | |
Stock | | |
Option | | |
Plan | | |
Compensation | | |
All Other | | |
| |
| Principal | |
| | |
Salary | | |
Bonus | | |
Awards | | |
Awards | | |
Compensation | | |
Earnings | | |
Compensation | | |
Total | |
| Position | |
Year | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | | |
($) | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Steven N. Bronson | |
| 2014 | | |
| 90,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 90,000 | |
| Chairman and President | |
| 2013 | | |
| 90,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 90,000 | |
| | |
| 2012 | | |
| 125,000 | (1) | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 125,000 | |
| |
(1) |
Effective August 1, 2012, Mr. Bronson voluntarily reduced his annual salary from $150,000 per year to $90,000 per year. Accordingly, for the year ended December 31, 2012, Mr. Bronson was paid an annual salary of $125,000. |
Outstanding Equity Awards at December 31, 2014
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2014 |
| OPTION AWARDS | |
STOCK AWARDS | |
| Name | |
Number of
Securities
Underlying
Unexercised
Options
Exercisable | | |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable | | |
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options | | |
Option
Exercise
Price | | |
Option
Expiration Date | | |
Number of
Shares or
Units of
Stock That
Have Not
Vested | | |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested | | |
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested | | |
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Steven N. Bronson | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Other Plans
Other than the BKF Capital Group, Inc. 1998
Incentive Compensation Plan, as Amended and Restated on March 28, 2001 (the "1998 Plan"), the Company does not have any
other bonus, profit sharing, pension, retirement, stock option, stock purchase, or other remuneration or incentive plans in effect.
Long Term Incentive Plan
The Company has no long-term incentive plan.
Aggregate Option Exercises in Fiscal 2014
The following table contains certain information
regarding stock options exercised and stock vested as of December 31, 2014, by each of the Named Executive Officers.
| OPTION EXERCISES AND STOCK VESTED |
| | |
OPTION AWARDS | | |
STOCK AWARDS | |
| Name | |
Number of
Shares
Acquired
on Exercise | | |
Value
Realized
on Exercise | | |
Number of
Shares
Acquired
on Vesting | | |
Value
Realized
on Vesting | |
| | |
| | | |
| | | |
| | | |
| | |
| Steven N. Bronson | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Agreements with Employees and Directors
Described below are the employees, officers
and directors who are subject to a current employment contract as of December 31, 2014.
Agreements with Employees
Steven N. Bronson, Chairman and President
On October 1, 2008, the Company entered into
an employment agreement with Steven N. Bronson to serve as the Company's President at an annual salary of $150,000. A copy of the
employment agreement between BKF Capital Group, Inc. and Steven N. Bronson, dated as of October 1, 2008, is attached as Exhibit
10.35 of the Company's Current Report on Form 8-K filed on October 14, 2008. Effective August 1, 2012, Mr. Bronson voluntarily
reduced his salary from $150,000 per year to $90,000 per year.
Compensation Committee Interlocks and Insider Participation
During 2014, Leonard Hagan was the only member
of the Compensation Committee. Mr. Hagan also serves as BKF's corporate secretary, but he is not compensated for serving in that
position.
Directors' Compensation
Company employees who serve as directors of
the Company receive no compensation for such services. Non-employee directors currently receive approximately $10,000 per year
in cash compensation, paid quarterly for service on the board. Non-employee directors currently also receive $1,000 per year in
cash compensation, paid quarterly for service on each committee. In addition, directors received $500 for each meeting of a committee
of the board that they attend in person or by telephone. The Company also reimburses directors for their out-of-pocket expenses
incurred in connection with such meetings.
| 2014 DIRECTOR COMPENSATION |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Name | |
Fees
Earned or
Paid in
Cash | | |
Stock
Awards | | |
Option
Awards | | |
Non-Equity
Incentive
Plan
Compensation | | |
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings | | |
All
Other
Compensation | | |
Total | |
| Steven N. Bronson (1) | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Leonard Hagan | |
$ | 12,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 12,000 | |
* Fees include director and committee fees earned during fiscal
2014.
| (1) |
Mr. Bronson has a compensation agreement with the Company and thus did not receive separate director fees. |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The table below sets forth the beneficial
ownership as of April 15, 2015 of (1) each person known by the Company to be the beneficial owner of more than 5% of the
outstanding shares of the Company's common stock, (2) each director and nominee for director of the Company, (3) each
executive officer of the Company whose name appears on the summary compensation table (the "Named Executive
Officers") and (4) all directors and executive officers of the Company as a group. Each person had sole or shared voting
or dispositive powers with respect to such shares. Unless otherwise indicated, the address of each person named in the table
below is c/o BKF Capital Group, Inc., 31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361.
| | |
Number of | | |
Percent | |
| Name of Beneficial Owner | |
Shares (1) | | |
of Class | |
| | |
| | | |
| | |
| Steven N. Bronson | |
| 4,505,100 | | |
| 60.29 | % |
| Leonard Hagan | |
| 264,401 | | |
| 3.54 | % |
| | |
| | | |
| | |
| Directors and executive officers as a group (2 persons) | |
| 4,769,501 | | |
| 63.83 | % |
| (1) |
As used in this table, a beneficial owner of a security includes any person who, directly or indirectly, through contract, arrangement, understanding, relationship or otherwise has or shares (a) the power to vote, or direct the voting of, such security or (b) investment power which includes the power to dispose, or to direct the disposition of, such security. In addition, a person is deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Effective May 1, 2014 the Company relocated
its principal offices to 3990-B Heritage Oak Court, Simi Valley, California 93063 (the “Simi Valley Office”). BKF occupies
the Simi Valley Office pursuant to a license agreement, dated May 1, 2014 (the “Qualstar License Agreement”) between
BKF and Qualstar Corporation (“Qualstar”). Pursuant to the Qualstar License Agreement, BKF licenses one furnished office
at the Simi Valley Office. BKF also has access to a telephone line and other services as described in exchange for a license fee
of $1,200 per month. Steven N. Bronson, BKF’s Chairman, CEO and majority shareholder, is also the CEO and President of Qualstar.
The Company licensed a portion of its office space at the Simi Valley Office to three companies affiliated with Steven N. Bronson,
Catalyst Financial, LLC n/k/a Bronson & Co. LLC, 4net Software, Inc. and Ridgefield Acquisition Corp. Specifically, Bronson
& Co. LLC paid a license fee of $500 per month and 4net Software, Inc. and Ridgefield Acquisition Corp. each paid a license
fee of $100 per month. The Qualstar License Agreement with Qualstar terminated on February 28, 2015, and each of the licenses related
to the Simi Valley Office also ended at that time.
Prior to May 1, 2014, the Company leased office
space at 225 N.E. Mizner Boulevard, Suite 400, Boca Raton, Florida 33432 (the “Florida Office”). The Company licensed
a portion of its office space at the Florida Office to Catalyst Financial, LLC n/k/a Bronson & Co. LLC, 4net Software, Inc.
and Ridgefield Acquisition Corp. Specifically, Catalyst Financial LLC paid a license fee of $2,000 per month and 4net Software,
Inc. and Ridgefield Acquisition Corp. each paid a license fee of $100 per month. BKF’s lease for the Florida Office ended
effective April 30, 2014, and each of the licenses related to the Florida Office also ended at that time.
Subsequent Event
Effective March 1, 2015 the
Company relocated its principal offices to 31248 Oak Crest Drive, Suite 110, Westlake Village, California 91361 (the
“Westlake Office”). BKF occupies the Westlake Office pursuant to a license agreement, dated March 1, 2015 (the
“Interlink License Agreement”) between BKF and Interlink Electronics, Inc. (“Interlink”). Pursuant to
the Interlink License Agreement, BKF licenses one furnished office at the Westlake Office, has access to a telephone line and
other services in exchange for a license fee in the amount of $1,000 per month. Steven N. Bronson is also the Chairman, CEO
and President of Interlink. Effective March 1, 2015, the Company licensed a portion of its office space at the Westlake
Office to two companies affiliated with Steven N. Bronson. Specifically, BKF licensed office space and use of facilities to
4net Software, Inc. and Ridgefield Acquisition Corp. for a license fee of $50 per month each.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees.
Excelsis Accounting Group (formally Mark Bailey
& Company, Ltd.) received $24,000 for the year ended December 31, 2014 for professional services rendered in connection with
the audit of the Company's annual financial statements, and a review of the financial statements included in the Company's quarterly
reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014.
No audit-related services were rendered with
respect to the fiscal years ended December 31, 2014 and December 31, 2013 by Excelsis Accounting Group.
Tax Fees
None.
All Other Fees
No other fees were paid to Excelsis Accounting
Group during the fiscal years ended December 31, 2014 and December 31, 2013.
Pre-Approval Procedures
The Audit Committee has adopted the following
guidelines regarding the engagement of the Company's independent registered public accounting firm to perform services for the
Company. Prior to the commencement of the audit services, the Audit Committee shall approve the terms of the engagement letter
that outlines the scope of the audit services proposed to be performed by the Company's independent registered public accounting
firm during the fiscal year. Non-audit services will also require pre-approval from the Audit Committee. Tax preparation and review
work has been approved based on the terms included in the engagement letter that also outlines the scope of the audit services.
No other non-audit work has been approved by the Audit Committee. Any such approval would require approval of the specific engagement,
including the projected fees, at a regularly scheduled or special Audit Committee meeting or through a written consent.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part
of this Form 10-K:
(1) Financial Statements
The financial statements of BKF Capital Group,
Inc. and Subsidiaries are filed as part of this report under Item 8-Financial Statements and Supplementary Data.
(3) Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 3.1 |
— |
Restated Certificate of Incorporation of Registrant, as amended (incorporated by reference to Exhibit 3.1 to Registrant's Quarterly Reports on Form 10-Q for the periods ended June 30, 2000 June 30, 2001 and the December 31, 2005 10K. |
| |
|
|
| 3.2 |
— |
Amended and Restated Bylaws of Registrant dated March 5, 2008 (incorporated by reference to Exhibit 3.2 to Registrant’s Annual Reports on Form 10-k for the fiscal year ended December 31, 2007). |
| |
|
|
| 4.1 |
— |
Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Registrant's Annual Report on Form 10-K/A for the period ended December 31, 2000). |
| |
|
|
| 10.1 |
— |
Amendment to Lease dated October 10, 2003 between Rockefeller Center Properties and John A. Levin, Inc. (incorporated by reference to Exhibit 10.1 of Registrant's Annual Report on Form 10-K/A for the period ended December 31, 2003). |
| |
|
|
| 10.2 |
— |
Lease dated December 20, 1993 between Rockefeller Center Properties and John A. Levin & Co., Inc., as amended (incorporated by reference to Exhibit 10.1 of Registrant's Annual Report on Form 10-K/A for the period ended December 31, 2000, Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2001, and Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2001). |
| |
|
|
| 10.3 |
— |
Lease dated September 25, 2002 between River Bend Executive Center, Inc. and Levin Management Co., Inc. (incorporated by reference to Exhibit 10.1 of Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2002). |
| |
|
|
| 10.4 |
— |
Registrant's 1998 Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2001). |
| |
|
|
| 10.5 |
— |
Registrant's Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2000). |
Exhibit
Number |
|
Description |
| |
|
|
| 10.6 |
— |
Form of Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on Form 10-K/A for the period ended December 31, 2001). |
| |
|
|
| 10.7 |
— |
Form of Deferred Stock Award Agreement (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed with the Commission on November 17, 2000). |
| |
|
|
| 10.8 |
— |
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K for the period ended December 31, 2005). |
| |
|
|
| 10.9 |
— |
Letter Agreement between BKF and Levin Management Co., Inc. and each of Henry Levin and Frank Rango dated April 19, 2005 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated April 22, 2005). |
| |
|
|
| 10.10 |
— |
Change in Control Agreement between BKF, Levin Management Co., Inc. and Glenn A. Aigen dated June 1, 2005 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated June 6, 2005). |
| |
|
|
| 10.11 |
— |
Change in Control Agreement between BKF, Levin Management Co., Inc. and Norris Nissim dated June 1, 2005 (incorporated by reference to Exhibit 10.2 of Registrant's Report on Form 8-K dated June 6, 2005). |
| |
|
|
| 10.12 |
— |
Retention Agreement between BKF, Levin Management Co., Inc. and Philip Friedman dated August 11, 2005 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated August 16, 2005). |
| |
|
|
| 10.13 |
— |
First Amendment to Retention Agreement between BKF and Philip Friedman dated November 15, 2005 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated November 16, 2005). |
| |
|
|
| 10.14 |
— |
Transition/Separation Agreement between BKF and John A. Levin dated as of August 23, 2005 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated August 24, 2005). |
| |
|
|
| 10.15 |
— |
First Amendment to Transition/Separation Agreement between BKF and John A. Levin dated December 21, 2005 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated December 28, 2005). |
| |
|
|
| 10.16 |
— |
Employment Agreement between BKF and John C. Siciliano dated September 28, 2005 (incorporated by reference to Exhibit 10.3 of Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2005). |
Exhibit
Number |
|
Description |
| |
|
|
| 10.17 |
— |
Letter Agreement, dated as of September 28, 2005, among BKF Capital Group, Inc., Levin Management Co., Inc. and Glenn A. Aigen (incorporated by reference to Exhibit 10.4 of Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2005). |
| |
|
|
| 10.18 |
— |
Letter Agreement, dated as of September 28, 2005, among BKF Capital Group, Inc., Levin Management Co., Inc. and Norris Nissim (incorporated by reference to Exhibit 10.5 of Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2005). |
| |
|
|
| 10.19 |
— |
Transition/Separation Agreement between BKF and Glenn A. Aigen dated December 20, 2005 (incorporated by reference to Exhibit 10.6 of Registrant's Report on Form 10-Q for the period ended September 30, 2005). |
| |
|
|
| 10.20 |
— |
Separation Agreement and Release of All Claims between BKF and Henry Levin dated December 16, 2005 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated December 22, 2005). |
| |
|
|
| 10.21 |
— |
Employment Agreement between BKF and Clarke Gray dated as of January 4, 2006 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated January 6, 2006). |
| |
|
|
| 10.22 |
— |
Transition/Separation Agreement between BKF and Norris Nissim dated May 5, 2006 (incorporated by reference to Exhibit 10.1 of Registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2006). |
| |
|
|
| 10.23 |
— |
Separation Agreement between BKF and Philip Friedman dated July 24, 2006 (incorporated by reference to Exhibit 10.1 of Registrant's Report on Form 8-K dated July 24, 2006). |
| |
|
|
| 10.24 |
— |
Sublease Agreement between BKF and Daylight Forensics and Advisory LLC dated May 16, 2006 (incorporated by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2006). |
| |
|
|
| 10.25 |
— |
First Amendment to the Sublease Agreement between BKF and Daylight Forensics and Advisory LLC dated May 16, 2006 (incorporated by reference to Exhibit 10.1 of the Registrant's Quarterly Report on Form 10-Q for the period September 30, 2006). |
| |
|
|
| 10.26 |
— |
Partial Surrender Agreement and Amendment between BKF and RCPI Landmark Properties, LLC dated November 22, 2006 (incorporated by reference to Exhibit 10.26 to Registrant's Annual Report on Form 10k for the period ended December 31, 2006). |
| |
|
|
| 10.27 |
— |
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated May 18, 2006). |
| |
|
|
| 10.28 |
— |
Separation Agreement between BKF and John C. Siciliano dated October 31, 2006 (incorporated by reference to Exhibit 10.28 to Registrant's Annual Report on Form 10k for the period ended December 31, 2006). |
Exhibit
Number |
|
Description |
| |
|
|
| 10.29 |
— |
Separation Agreement between BKF and J. Clarke Gray dated October 31, 2006 (incorporated by reference to Exhibit 10.29 to Registrant's Annual Report on Form 10-K for the period ended December 31, 2006). |
| |
|
|
| 10.30 |
— |
Employment agreement with Marvin Olshan dated November 12, 2007 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 10-Q for the period ended September 30, 2007). |
| |
|
|
| 10.31 |
— |
Employment agreement with Harvey J. Bazaar dated November 12, 2007 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 10-Q for the period ended September 30, 2007). |
| |
|
|
| 10.32 |
— |
Employment agreement with J. Clarke Gray dated November 12, 2007 (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 10-Q for the period ended September 30, 2007). |
| |
|
|
| 10.33 |
— |
Employment agreement with J. Clarke Gray dated March 7, 2007 (incorporated by reference to Exhibit 10.33 to Registrant's Annual Report on Form 10-K for the period ended December 31, 2007). |
| |
|
|
| 10.34 |
— |
Agreement by and among BKF Capital Group, Inc., Catalyst Fund, L.P. and Steven N. Bronson, Harvey J. Bazaar, Marvin L. Olshan, Ronald LaBow and J. Clarke Gray, dated August 28, 2008 (incorporated by reference to Exhibit 10.36 of the Company's Current Report on Form 8-K filed on September 2, 2008) |
| |
|
|
| 10.35 |
— |
Employment Agreement between BKF Capital Group, Inc. and Steven N. Bronson, dated as of October 1, 2008 (incorporated by reference to Exhibit 10.36 of the Company's Current Report on Form 8-K filed on October 14, 2008). |
| |
|
|
| 10.36 |
— |
Copy of Sublease, dated December, 2008, by and between BKF Capital Group, Inc. and 1st United, LLC (incorporated by reference to Exhibit 10.36 of the Company's Current Report on Form 8-K filed on January 23, 2009). |
| |
|
|
| 10.37 |
— |
Purchase Agreement, dated December 2, 2009, by and between BKF Capital Group, Inc. and Steven N. Bronson and Kimberly Bronson (incorporated by reference to Exhibit 10.37 of the Registrant’s Current Report on Form 8-K filed on December 7, 2009.) |
| |
|
|
| 10.38 |
— |
Copy of form Sublease, dated March 1, 2010, by and between BKF Capital Group, Inc. and Lion Gables Realty Limited Partnership (incorporated by reference to Exhibit 10.38 on the Registrant’s Current Report on Form 8-K filed on March 8, 2010) . |
| |
|
|
| 10.39 |
— |
Copy of Termination Agreement, between BKF Management Co., Inc. and RCPI LANDMARK PROPERTIES, L.L.C., dated as of December 31, 2010 (incorporated by reference to Exhibit 10.39 on the Registrant’s Current Report on Form 8-K filed on March 3, 2011). |
| |
|
|
| 10.40 |
— |
Copy of Employment Agreement, between BKF Capital Group, Inc. and Maria Fregosi, dated March 1, 2011 (incorporated by reference to Exhibit 10.40 on the Registrant’s Current Report on Form 8-K filed on March 3, 2011).. |
| |
|
|
| 10.41 |
— |
Copy of Employment Agreement, between BKF Capital Group, Inc. and Greg S. Heller, dated November 15, 2011 (incorporated by reference to Exhibit 10.41 on the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011).. |
| |
|
|
| 10.42 |
— |
Copy of Employment Agreement, between BKF Capital Group, Inc. and Maria Fregosi, dated August 1, 2012 (incorporated by reference to Exhibit 10.42 on the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2012).. |
| |
|
|
| 10.43 |
— |
Copy of License Agreement between BKF and Qualstar Corporation, dated March 1, 2014 (incorporated by reference to Exhibit 10.43 of the Company’s Current Report on Form 8-K filed on May 1, 2014. |
| |
|
|
| 10.44 |
— |
Copy of License Agreement between BKF and Interlink Electronics, Inc., dated March 1, 2015 (incorporated by reference to Exhibit 10.44 of the Company’s Current Report on Form 8-K filed on March 4, 2015. |
Exhibit
Number |
|
Description |
| |
|
|
| 14.1 |
— |
Registrant's Code of Ethics revised as of December 31, 2007 (incorporated by reference to Exhibit 14.1 of the Company's Annual Report on Form 10-K filed on March 13, 2008). |
| |
|
|
| 21.1 |
— |
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant's Annual Report on Form 10-K/A for the period ended December 31, 2000). |
| |
|
|
| 31* |
— |
Section 302 Certification of Principal Executive Officer and Principal Financial Officer |
| |
|
|
| 32* |
— |
Section 906 Certification of Principal Executive Officer and Principal Financial Officer |
| 101.INS * — |
XBRL Instance Document |
| 101.SCH * — |
XBRL Taxonomy Extension Schema Document |
| 101.CAL * — |
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF * — |
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB * — |
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE * — |
XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) 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.
Dated: April 29, 2015
| |
By: |
/s/ Steven N. Bronson |
| |
|
|
| |
|
Steven N. Bronson, CEO and President |
| |
|
Principle Executive Officer, Principal |
| |
|
Financial Officer and as the |
| |
|
Registrant's duly authorized officer |
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated:
| /s/ Steven N. Bronson |
|
| |
|
| Steven N. Bronson |
|
| President, Chief Executive Officer and Chairman of the Board of Directors |
|
| Principal Executive Officer |
|
| Principal Financial Officer |
|
| April 29, 2015 |
|
| /s/ Leonard Hagan |
|
| |
|
| Leonard Hagan |
|
| Director |
|
| April 29, 2015 |
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders of BKF Capital Group,
Inc.
We have audited the accompanying consolidated balance sheets
of BKF Capital Group Inc. (Company) as of December 31, 2014 and 2013 and the related consolidated statements of operations
and comprehensive income, stockholders' equity, and cash flows for each of the years in the two-year period ended December
31, 2014. BKF Capital Group Inc.'s management is responsible for these consolidated financial statements. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial position of BKF Capital Group Inc. as of
December 31, 2014 and 2013, and the results of its consolidated operations and its cash flows for each of the years in the
two year period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States
of America.
/s/ Excelsis Accounting Group
Excelsis Accounting Group
Reno, Nevada
April 29, 2015
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollar amounts in thousands)
| | |
December 31 | | |
December 31 | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| Assets | |
| | | |
| | |
| | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 3,052 | | |
$ | 5,898 | |
| Investment in Qualstar and Interlink | |
| 2,848 | | |
| 952 | |
| Prepaid expenses and other assets | |
| 15 | | |
| 35 | |
| Total assets | |
$ | 5,915 | | |
$ | 6,885 | |
| | |
| | | |
| | |
| Liabilities and stockholders' equity | |
| | | |
| | |
| | |
| | | |
| | |
| Accrued expenses | |
$ | 52 | | |
$ | 33 | |
| Total liabilities | |
$ | 52 | | |
$ | 33 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders' equity | |
| | | |
| | |
| Common stock, $1 par value, authorized — 15,000,000 shares, 7,471,593 issued and outstanding as of December 31, 2014 and December 31, 2013 | |
| 7,472 | | |
| 7,472 | |
| Additional paid-in capital | |
| 68,270 | | |
| 68,270 | |
| Accumulated deficit | |
| (69,879 | ) | |
| (68,890 | ) |
| Total stockholders' equity | |
| 5,863 | | |
| 6,852 | |
| Total liabilities and stockholders' equity | |
$ | 5915 | | |
$ | 6,885 | |
See accompanying notes
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME
(Dollar amounts in thousands, except per share
data)
| | |
Year Ended December 31, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| Income: | |
| | | |
| | |
| | |
| | | |
| | |
| Non-operating income: | |
| | | |
| | |
| | |
| | | |
| | |
| Interest income | |
$ | 6 | | |
$ | 13 | |
| | |
| | | |
| | |
Other income
| |
| 4 | | |
| 30 | |
| | |
| | | |
| | |
| Gain on sale of securities | |
| 35 | | |
| - | |
| Total non-operating income | |
| 45 | | |
| 43 | |
| | |
| | | |
| | |
| Total income | |
| 45 | | |
| 43 | |
| | |
| | | |
| | |
| Expenses: | |
| | | |
| | |
| Employee compensation and benefits | |
| 114 | | |
| 179 | |
| Occupancy | |
| 26 | | |
| 66 | |
| Other operating expenses | |
| 160 | | |
| 463 | |
| | |
| | | |
| | |
| Total expenses | |
| 300 | | |
| 708 | |
| | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | |
| Loss on equity investment | |
| (734 | ) | |
| (2,073 | ) |
| Other income | |
| - | | |
| 395 | |
| Total other income (expense) | |
| (734 | ) | |
| (1,678 | ) |
| | |
| | | |
| | |
| Net Income/(Loss) | |
$ | (989 | ) | |
$ | (2,343 | ) |
| | |
| | | |
| | |
| Income/(Loss) per share: | |
| | | |
| | |
| | |
| | | |
| | |
| Basic and diluted | |
$ | (.13 | ) | |
$ | (.31 | ) |
| | |
| | | |
| | |
| Weighted average shares outstanding basic and diluted | |
| 7,457,141 | | |
| 7,457,141 | |
See accompanying notes
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
| | |
Year Ended | |
| | |
December 31, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| Cash flows from operating activities: | |
| | | |
| | |
| Net income(loss) | |
$ | (989 | ) | |
$ | (2,343 | ) |
| Adjustments to reconcile net income (loss) to net cash used in operations: | |
| | | |
| | |
| Loss on investment in Qualstar and Interlink | |
| 734 | | |
| 2,073 | |
| Gain on sale of securities | |
| (35 | ) | |
| | |
| Stock compensation expenses | |
| - | | |
| 15 | |
| (Increase)/Decrease in prepaid expenses and other assets | |
| 20 | | |
| (9 | ) |
| Increase/(Decrease) in accrued expenses | |
| 25 | | |
| (2 | ) |
| | |
| | | |
| | |
| Net cash (used in) provided by operating activities | |
| (245 | ) | |
| (266 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Proceeds from sale of securities | |
| 44 | | |
| - | |
| Purchase of investment securities | |
| (2,645 | ) | |
| (433 | ) |
| | |
| | | |
| | |
| Net cash (used in) investing activities | |
| (2,601 | ) | |
| (433 | ) |
| | |
| | | |
| | |
| Net decrease in cash and cash equivalents | |
| (2,846 | ) | |
| (699 | ) |
| Cash and cash equivalents at the beginning of the year | |
| 5,898 | | |
| 6,597 | |
| | |
| | | |
| | |
| Cash and cash equivalents at the end of the year | |
$ | 3,052 | | |
$ | 5,898 | |
| | |
| | | |
| | |
| Supplemental disclosure of cash flow information: | |
| | | |
| | |
| Cash paid for interest | |
$ | — | | |
$ | — | |
| | |
| | | |
| | |
| Cash paid for taxes | |
$ | — | | |
$ | — | |
See accompanying notes
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY
Years Ended December 31, 2014 and 2013
(Amounts in thousands)
| | |
Common | | |
Paid-In | | |
Accumulated | | |
| |
| | |
Stock | | |
Capital | | |
Deficit | | |
Total | |
| | |
| | |
| | |
| | |
| |
| Balance at December 31, 2012 | |
$ | 7,447 | | |
$ | 68,280 | | |
$ | (66,547 | ) | |
$ | 9,180 | |
| Stock Compensation | |
| 25 | | |
| (10 | ) | |
| — | | |
| 15 | |
| Net loss | |
| | | |
| | | |
| (2,343 | ) | |
| (2,343 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Balance at December 31, 2013 | |
$ | 7,472 | | |
$ | 68,270 | | |
$ | (68,890 | ) | |
$ | 6,852 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
| — | | |
| — | | |
| (989 | ) | |
| (989 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Balance at December 31, 2014 | |
$ | 7,472 | | |
$ | 68,270 | | |
$ | (69,879 | ) | |
$ | 5,863 | |
See accompanying notes
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Summary of Significant Accounting Policies
Organization and Basis of Presentation
The Company operates through its wholly-owned
subsidiaries, BKF Investment Group, Inc., formerly known as BKF Management Co., Inc. ("BIG") and BKF Asset Holdings,
Inc. (“BKF Holdings”) all of which are collectively referred to herein as the "Company" or "BKF."
The Company trades on the over the counter market under the symbol ("BKFG"). Currently, the Company plans to engage in
the asset management business through its subsidiary BKF Advisors, Inc., which is a registered investment advisor in the States
of Florida and California. BKF is also 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 BIG and BIG's two wholly owned subsidiaries BKF Advisors, Inc. (“BKF Advisors”) and BKF Asset Management, Inc.,
("BAM") and BAM's two wholly-owned subsidiaries, BKF GP, Inc. (“BKF GP”) and LEVCO Securities, Inc. ("LEVCO
Securities"). On November 27, 2012 LEVCO Securities was dissolved. All intercompany accounts have been eliminated.
BAM was an investment advisor which was registered
under the Investment Advisers Act of 1940, as amended; it withdrew its registration on December 19, 2006. BAM had no operations
during 2014 and 2013.
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.
Cash, and Cash Equivalents
The Company treats all investments with maturities
at acquisition of three months or less as cash equivalents. Investments in money market funds are valued at net asset value. The
Company maintains substantially all of its cash and cash equivalents invested 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 those funds.
Other Comprehensive Income (Loss)
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.
Investments in Affiliated Investment Partnerships
BKF GP served as the managing general partner
for several affiliated investment partnerships ("AIP"), which primarily engaged in the trading of publicly traded equity
securities, and in the case of one partnership, distressed corporate debt. Currently all AIP activities have been terminated and
BKF GP is in the process of dissolving those partnerships.
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
Income Taxes
The Company accounts for income taxes in accordance
with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, Income Taxes.
Interest costs and penalties related to income
taxes are classified as interest expense and general and administrative costs, respectively, in the Company's consolidated financial
statements.
The Company and its subsidiaries file consolidated
Federal and combined state and local tax returns. The Company is currently subject to a three year statue of limitations by major
tax jurisdictions. Tax years 2011 and forward remain open to examination.
Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to the differences between the financial statement carrying amount of existing assets
and liabilities and their respective tax basis. Future tax benefits are recognized only to the extent that realization of such
benefits is more likely than not to occur. The Company has recorded a valuation reserve of approximately $6 million and $5.7 million
against its net deferred tax asset as of December 31, 2014 and December 31, 2013, respectively. The Company believes that it is
not likely that this deferred tax benefit will be utilized within the statutory period allowed.
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.
There were no common stock equivalents for the
years ended December 31, 2014 and 2013.
Fair Values of Financial Instruments
The Company adopted FASB ASC 820-10-50, “Fair
Value Measurements” . This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures
of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted
prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted
prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either
directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable
and significant to the fair measurement.
The carrying amounts reported in the balance sheets for
cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair
value because of the short period of time between the origination of such instruments and their expected realization and their
current market rate of interest.
Recent Accounting Developments
In August 2014, the FASB issued ASU No. 2014-15 ("ASU 2014-15"), Presentation of Financial Statements-Going
Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 requires
a Company's management to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt
about the entity's ability to continue as a going concern within one year after the date the financial statements are issued and
provide related disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods
and interim periods thereafter. The Company is currently evaluating the impact of the adoption of ASU 2014-15 on its consolidated
financial statements.
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
2. Concentrations
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. Management regularly monitors the financial institution, together
with its cash balances, and tries to keep this potential risk to a minimum.
3. Related Party Transactions
BKF occupies space pursuant to a
license agreement, dated May 1, 2014 between BKF and Qualstar Corporation. BKF pays a license fee to Qualstar of $14,400 per
annum, or $1,200 per month, for use of the space. Steven N. Bronson, BKF’s Chairman, CEO and majority shareholder, is
also the CEO and President of Qualstar. The Company licensed a portion of its office to three companies affiliated with
Steven N. Bronson. Specifically, Bronson & Co. LLC paid a license fee of $500 per month and 4net Software, Inc. and
Ridgefield Acquisition Corp. each paid a license fee of $100 per month.
Prior to May 1, 2014, the Company
has licensed a portion of its former office in Florida to three companies affiliated with Steven N. Bronson who is BKF's
Chairman and President. Specifically, BKF licensed office space and use of facilities to Catalyst Financial, LLC n/k/a
Bronson & Co. LLC, 4net Software, Inc. and Ridgefield Acquisition Corp. (collectively the "Licensees").
Specifically, Catalyst Financial paid a license fee of $2,000 per month and 4net Software, Inc. and Ridgefield Acquisition
Corp. paid a license fee of $100 per month.
4. Investments
Qualstar Corporation:
On July 3, 2013, Steven Bronson, BKF’s
Chairman, was appointed the interim Chief Executive Officer and President of Qualstar Corporation (“Qualstar”). This
resulted in the 18.3% of the Company’s ownership in Qualstar to be accounted for using the equity method, a change from
available for sale, on the basis that BKF can assert significant influence over the operations of Qualstar.
The investment in Qualstar is accounted for
using the equity method as prescribed by Accounting Standard Codification Section 323, under which the Company’s carrying
amount of its investment in common stock of Qualstar is the initial cost adjusted for the Company’s share of Qualstar’s
earnings and losses, and further adjusted for any distributions or dividends. At December 31, 2014 and 2013 the Company held 3,020,568
and 2,594,748 common shares of Qualstar, representing approximately 24.65% and 21.18% of the outstanding shares, respectively.
The investment in Qualstar was approximately $649,000 and $902,000 at December 31, 2014 and December 31, 2013, respectively.
The market value of the Company’s shares in Qualstar was approximately $4 million at December 31, 2014.
During the years ended December 31, 2014 and
December 31, 2013, the Company recorded a loss on its investment in Qualstar of approximately $791,000 and $2,073,000, respectively.
These losses do not include the quarterly results of Qualstar as of December 31, 2014, as Qualstar’s financial statements
are not typically available at the time we prepare our financial statements. Therefore, all balances related to the Company’s
investment in Qualstar are recorded on a three month (quarterly) lag. This lag is consistent from period to period. The financial
results for Qualstar’s quarters ended December 31, 2014 and December 31, 2013 were available prior to the preparation of
our financial statements. If those results had been included the loss on equity investment would have been approximately $3,000
greater than what is reflected in our financial statements for December 31, 2014 and $53,000 greater than what is reflected in
our financial statements for December 31, 2013.
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
As of December 31, 2014, our investment in Qualstar
in the aggregate exceeded our proportionate share of the net assets of this equity method investee by approximately $2.6 million.
This difference is not amortized.
A summary of financial information for Qualstar
is as follows (in thousands):
| Year Ended June 30, | |
2014 | | |
2013 | |
| Net revenues | |
$ | 10,941 | | |
$ | 12,642 | |
| Cost of goods sold | |
| 8,350 | | |
| 9,187 | |
| Gross profit | |
| 2,591 | | |
| 3,455 | |
| Total operating expenses | |
| 8,239 | | |
| (13,866 | |
| Loss from operations | |
| (5,648 | ) | |
| (10,411 | ) |
| Other income | |
| 24 | | |
| 48 | |
| Loss before income taxes | |
| (5,624 | ) | |
| (10,363 | ) |
| Provision (benefit) for income taxes | |
| - | | |
| | |
| Net loss | |
$ | (5,624 | ) | |
$ | (10,363 | ) |
| Year Ended June 30, | |
2014 | | |
2013 | |
| Current assets | |
$ | 12,055 | | |
$ | 14,046 | |
| Noncurrent assets | |
| 730 | | |
| 6,161 | |
| Total assets | |
$ | 12,785 | | |
$ | 20,207 | |
| Current liabilities | |
$ | 3,645 | | |
$ | 5,445 | |
| Other long-term liabilities | |
| 17 | | |
| 17 | |
| Total liabilities | |
$ | 3,662 | | |
$ | 5,462 | |
| Total shareholders’ equity | |
$ | 9,123 | | |
$ | 14,745 | |
Interlink Electronics
At December 2014, the Company holds 335,293
shares of Interlink Electronics which represents approximately 11.4% of Internlink’s outstanding shares. Since, Steven Bronson,
BKF’s Chairman is also the Chief Executive Officer of Interlink Electronics and can significantly influence the operational
decisions at Interlink, the Company made a change in its accounting for this investment from available-for-sale securities
to the equity method. The change in accounting methods did not have a material impact on the financial statements for the previously
reported earnings-per-share.
The investment in Interlink Electronics is accounted
for using the equity method as prescribed by Accounting Standard Codification Section 323, under which the Company’s carrying
amount of its investment in common stock of Interlink is the initial cost adjusted for the Company’s share of Qualstar’s
earnings and losses, and further adjusted for any distributions or dividends. At December 31, 2014 the Company held 335,293
common shares of Interlink, representing approximately 11.4% of the outstanding shares. The investment in Interlink was approximately
$2,199,000 at December 31, 2014. The market value of the Company’s shares in Interlink was approximately $5.5 million at
December 31, 2014.
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
During the year ended December 31, 2014,
the Company recorded a gain on its investment in Interlink of approximately $57,000. This gain did not include the quarterly
results of Interlink as of December 31, 2014, as Interlink’s financial statements are not typically available at the
time we prepare our financial statements. Therefore, all balances related to the Company’s investment in Interlink are
recorded on a three month (quarterly) lag. This lag is consistent from period to period. The financial results for
Interlink’s quarters ended December 31, 2014 were available prior to the preparation of our financial statements. If
those results had been included, the gain on equity investment would have been approximately $89,000 greater than what is
reflected in our financial statements for December 31, 2014. As of December 31, 2014, our investment in Interlink in the
aggregate exceeded our proportionate share of the net assets of this equity method investee by approximately $1.6 million.
This difference is not amortized.
| Year Ended December 31, 2014, | |
2014 | |
| Net revenues | |
$ | 10,278 | |
| Cost of goods sold | |
| 5,200 | |
| Gross profit | |
| 5,078 | |
| Total operating expenses | |
| 3,530 | |
| Income from operations | |
| 1,548 | |
| Other expense | |
| (14 | ) |
| Income from continuing operations before income taxes | |
| 1,534 | |
| Income from discontinued operations | |
| 34 | |
| Provision (benefit) for income taxes | |
| (13 | ) |
| Net Income | |
$ | 1,555 | |
| Year Ended June 30, | |
2014 | |
| Current assets | |
$ | 5,566 | |
| Noncurrent assets | |
| 216 | |
| Total assets | |
$ | 5,782 | |
| Current liabilities | |
$ | 826 | |
| Other long-term liabilities | |
| 92 | |
| Total liabilities | |
$ | 918 | |
| Total shareholders’ equity | |
$ | 4,864 | |
5. Income Taxes
As of December 31, 2014 the Company has a federal
net operating loss (“NOL”) carryforward of approximately $12.4 million, the utilization of which is limited under IRS
Code Section 382 due to changes in the ownership of the Company's stock. The Company also had a state net operating loss carryforward
of approximately $5.4 million. The NOL carryforwards generated in the years 2005-2008 expire in 2025 thru 2028, and can be used
at a rate of $344,000 per year based on Section 382 limitations. The NOL carryforwards generated in the years 2009 through 2014
expire in 2030 through 2033, and are not currently subject to Section 382 limitations.
Since it is not likely that deferred tax assets
will be realized, no current tax benefit was recognized. Net deferred assets have been fully reserved.
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
The tax effects of temporary differences that
give rise to significant portions of deferred tax assets and liabilities, shown net in the deferred tax asset on the Consolidated
Statements of Financial Condition, consisted of the following (dollar amounts in thousands):
| | |
Year Ended | |
| | |
December 31, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| Deferred tax assets: | |
| | | |
| | |
| Unrealized loss on investment | |
$ | 1,609 | | |
$ | 1,337 | |
| Net operating loss carryforward | |
| 4,650 | | |
| 4,560 | |
| | |
| | | |
| | |
| Gross deferred tax asset | |
$ | 6,259 | | |
$ | 5,897 | |
| | |
| | | |
| | |
| Deferred tax liabilities: | |
| | | |
| | |
| Deferred state income taxes | |
$ | (185 | ) | |
$ | (164 | ) |
| | |
| | | |
| | |
| Gross deferred tax liabilities | |
$ | (185 | ) | |
$ | (164 | ) |
| | |
| | | |
| | |
| Net deferred tax asset | |
$ | 6,074 | | |
$ | 5,733 | |
| Valuation reserve | |
| (6,074 | ) | |
| (5,733 | ) |
| | |
| | | |
| | |
| | |
$ | — | | |
$ | — | |
A reconciliation of income tax (benefit) with
expected federal income tax expense (benefit) computed at the applicable federal tax rate of 35% is as follows (dollar amounts
in thousands):
| | |
Year Ended | |
| | |
December 31, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| |
| Expected income tax (benefit) | |
$ | (382 | ) | |
$ | (905 | ) |
| Increase/Decrease in income tax resulting from: | |
| | | |
| | |
| Other | |
| 41 | | |
| (474 | ) |
| Change in valuation reserve | |
| 341 | | |
| 1,379 | |
| | |
| | | |
| | |
| Income tax expense | |
$ | — | | |
$ | — | |
BKF CAPITAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —
(Continued)
6. 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 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.
7. Restricted Stock Grant
On August 1, 2012, the Company rehired Maria
Fregosi to serve as the Company’s Chief Operating Officer. In addition to an annual salary of 60,000 per annum, the Company
also issued Ms. Fregosi 100,000 restricted shares, on August 1, 2012, of the Company’s common stock vesting a follows: (i)
25,000 on July 31, 2013, (ii) 25,000 on July 31, 2014, (iii) 25,000 on July 31, 2015, and (iv) 25,000 on July 31, 2016. The Company
recorded stock compensation of $14,875 for the year ended December 31, 2013 related to this grant. Ms. Fregosi resigned from the
Company effective November 29, 2013 at which time the remaining unvested shares were forfeited.
EXHIBIT 31
Statement Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
By Principal Executive Officer and Principal
Financial Officer
Regarding Facts and Circumstances Relating to
Exchange Act Filings
I, Steven N. Bronson, certify that:
1. I have reviewed this Annual Report on Form 10-K for the year
ended December 31, 2014 of BKF Capital Group, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the small business issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officer(s) and I
are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
small business issuer and have:
a. Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the small
business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the
small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent
fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I
have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's
auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the small business issuer's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that
involves management or other employees who have a significant role in the small business issuer's internal control over financial
reporting.
Dated: April 29, 2015
| |
/s/ Steven N. Bronson |
| |
Steven N. Bronson, CEO |
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, each of the undersigned President and Chief Executive Officer of the Company, certifies,
that to his knowledge:
1) BKF Capital Group, Inc.'s Form 10-K for the
annual period ended December 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended; and
2) The information contained in BKF Capital
Group, Inc.'s Form 10-K for the annual period ended December 31, 2014 fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: April 29, 2015
| |
/s/ Steven N. Bronson |
| |
Steven N. Bronson, CEO |
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