Attached files
Exhibit 99.1
Independent Accountants Report
Board of Directors
McCarthy Group Advisors, L.L.C.
Omaha, Nebraska
We have audited the accompanying balance sheets of McCarthy Group Advisors, L.L.C. (the Company) as of December 31, 2009 and 2008, and the related statements of income, members equity, and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the financial position of McCarthy Group Advisors, L.L.C. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ BKD LLP
Omaha, Nebraska
April 6, 2010
McCARTHY GROUP ADVISORS, L.L.C.
Balance Sheets
September 30, | December 31, | |||||||||||
2010 | 2009 | 2008 | ||||||||||
(Unaudited) | ||||||||||||
Assets | ||||||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
$ | 781,358 | $ | 255,228 | $ | 409,894 | ||||||
Accounts receivable |
211,394 | 214,167 | 185,504 | |||||||||
Prepaid expenses |
49,392 | 185,035 | 175,328 | |||||||||
Total current assets |
1,042,144 | 654,430 | 770,726 | |||||||||
Property and equipment, at Cost |
||||||||||||
Office equipment |
52,286 | 51,859 | 28,033 | |||||||||
Computer equipment and software |
70,145 | 57,217 | 125,215 | |||||||||
Office furniture |
64,319 | 64,319 | 49,303 | |||||||||
Leasehold improvements |
27,187 | 27,187 | 41,736 | |||||||||
213,937 | 200,582 | 244,287 | ||||||||||
Less accumulated depreciation and amortization |
126,738 | 91,490 | 169,340 | |||||||||
87,199 | 109,092 | 74,947 | ||||||||||
Total assets |
$ | 1,129,343 | $ | 763,522 | $ | 845,673 | ||||||
Liabilities and Members Equity | ||||||||||||
Current liabilities |
||||||||||||
Accounts payable |
$ | 45,488 | $ | 49,293 | $ | 44,990 | ||||||
Accrued expenses |
643,602 | 279,426 | 395,009 | |||||||||
Total current liabilities |
689,090 | 328,719 | 439,999 | |||||||||
Members equity |
440,253 | 434,803 | 405,674 | |||||||||
Total liabilities and members equity |
$ | 1,129,343 | $ | 763,522 | $ | 845,673 | ||||||
See Notes to Financial Statements
McCARTHY GROUP ADVISORS, L.L.C.
Statements of Income
Nine Months Ended September 30, | Years Ended December 31, | |||||||||||||||
2010 | 2009 | 2009 | 2008 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Revenues |
||||||||||||||||
Asset management fees |
$ | 1,155,989 | $ | 1,045,402 | $ | 1,421,356 | $ | 1,928,634 | ||||||||
MGAM advisory fees |
1,504,799 | 1,229,565 | 1,708,807 | 1,886,321 | ||||||||||||
McCarthy Fund Advisory fees |
252,653 | 189,647 | 280,536 | 206,486 | ||||||||||||
Expense reimbursement income |
232,367 | 192,097 | 268,498 | 290,397 | ||||||||||||
Interest income |
| 877 | 880 | 15,489 | ||||||||||||
3,145,808 | 2,657,588 | 3,680,077 | 4,327,327 | |||||||||||||
Expenses |
||||||||||||||||
Salaries and employee benefits |
1,841,553 | 1,537,225 | 2,119,428 | 2,476,844 | ||||||||||||
General and administrative |
663,556 | 664,097 | 861,985 | 927,627 | ||||||||||||
Depreciation and amortization |
35,249 | 18,562 | 25,132 | 33,759 | ||||||||||||
Loss on disposal of property and equipment |
| 9,378 | 21,254 | | ||||||||||||
Other |
| 4,515 | 4,515 | | ||||||||||||
2,540,358 | 2,233,777 | 3,032,314 | 3,438,230 | |||||||||||||
Net Income |
$ | 605,450 | $ | 423,811 | $ | 647,763 | $ | 889,097 | ||||||||
See Notes to Financial Statements
McCARTHY GROUP ADVISORS, L.L.C.
Statements of Members Equity
Nine Month Period Ended September 30, 2010 and
Years Ended December 31, 2009 and 2008
Class A Units | Class B Units | |||||||||||||||||||
MGA Holdings | Andrea | Andrea | Rod | |||||||||||||||||
L.LC. | McMahon | McMahon | Cerny | Total | ||||||||||||||||
Balance, January 1, 2008 |
$ | 655,536 | $ | 10,041 | $ | 8,657 | $ | 8,657 | $ | 682,891 | ||||||||||
Member capital distributions |
(1,146,702 | ) | (2,298 | ) | (8,657 | ) | (8,657 | ) | (1,166,314 | ) | ||||||||||
Net income |
869,923 | 1,740 | 8,717 | 8,717 | 889,097 | |||||||||||||||
Balance, December 31, 2008 |
378,757 | 9,483 | 8,717 | 8,717 | 405,674 | |||||||||||||||
Member capital distributions |
(600,000 | ) | (1,200 | ) | (8,717 | ) | (8,717 | ) | (618,634 | ) | ||||||||||
Net income |
633,793 | 1,268 | 6,351 | 6,351 | 647,763 | |||||||||||||||
Balance, December 31, 2009 |
412,550 | 9,551 | 6,351 | 6,351 | 434,803 | |||||||||||||||
Member capital distributions (unaudited) |
(598,800 | ) | (1,200 | ) | | | (600,000 | ) | ||||||||||||
Net income (unaudited) |
592,393 | 1,185 | 5,936 | 5,936 | 605,450 | |||||||||||||||
Balance, September 30, 2010 (unaudited) |
$ | 406,143 | $ | 9,536 | $ | 12,287 | $ | 12,287 | $ | 440,253 | ||||||||||
See Notes to Financial Statements
McCARTHY GROUP ADVISORS, L.L.C.
Statements of Cash Flows
Nine Months Ended |
Years Ended December 31, | |||||||||||
2010 | 2009 | 2008 | ||||||||||
(Unaudited) | ||||||||||||
Operating Activities |
||||||||||||
Net income |
$ | 605,450 | $ | 647,763 | $ | 889,097 | ||||||
Items not requiring cash |
||||||||||||
Depreciation and amortization |
35,249 | 25,132 | 33,759 | |||||||||
Loss on disposal of property and equipment |
| 21,254 | | |||||||||
Changes in |
||||||||||||
Accounts receivable |
2,773 | (28,663 | ) | 42,187 | ||||||||
Prepaid expenses |
135,643 | (9,707 | ) | (27,991 | ) | |||||||
Accounts payable and accrued expenses |
360,371 | (111,280 | ) | 212,356 | ||||||||
Net cash provided by operating activities |
1,139,486 | 544,499 | 1,149,408 | |||||||||
Investing activities - Purchase of Property and Equipment |
(13,356 | ) | (80,531 | ) | (3,001 | ) | ||||||
Financing Activities - Member Capital Distributions |
(600,000 | ) | (618,634 | ) | (1,166,314 | ) | ||||||
Increase (decrease) in Cash |
526,130 | (154,666 | ) | (19,907 | ) | |||||||
Cash, Beginning of Period |
255,228 | 409,894 | 429,801 | |||||||||
Cash, End of Period |
$ | 781,358 | $ | 255,228 | $ | 409,894 | ||||||
See Notes to Financial Statements
McCarthy Group Advisors, L.L.C
Notes to Financial Statements
Note 1: Acquisition (unaudited)
On November 18, 2010, all of the outstanding membership interests of the Company were acquired by Westwood Holdings Group, Inc., an asset management firm headquartered in Dallas, Texas. The aggregate consideration consisted of $5.048 million in cash and the issuance of 181,461 shares of the acquirers common stock.
Note 2: Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
McCarthy Group Advisors, L.L.C. (the Company), a Nebraska limited liability company, is engaged in the business of offering investment advice, investment management services, and financial planning for customers primarily in Nebraska and Iowa. The Company is registered as an investment advisor with the Securities and Exchange Commission.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
Effective October 3, 2008, the FDICs insurance limits increased to $250,000. The increase in federally insured limits is currently set to expire December 31, 2013.
Certain of the financial institutions holding the Companys cash accounts are participating in the FDICs Transaction Account Guarantee Program. Under the program, through June 30, 2010, all noninterest-bearing transaction accounts at these institutions are fully guaranteed by the FDIC for the entire amount in the account.
At December 31, 2009, none of the Companys cash accounts exceeded federally insured limits.
Accounts Receivable
Accounts receivable are stated at the amount billed to customers. The Company does not provide for an allowance for doubtful accounts as most billings are debited directly from the managed accounts. Accounts receivable billed are ordinarily due 30 days after the issuance of the invoice.
Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is charged to expense on a straight-line basis over the estimated useful life of each asset. Accelerated methods are used for income tax purposes.
Note 2: Nature of Operations and Summary of Significant Accounting Policies Continued
Income Taxes
The members of the Company have elected to be taxed under the provisions of Subchapter K of the Internal Revenue Code and a similar section of the Nebraska income tax law. Therefore, taxable income or loss is reported to the individual members for inclusion in their respective tax returns and no provision for federal and state income taxes is included in these statements.
The Company files income tax returns in federal and state jurisdictions. With a few exceptions, the Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2002.
Note 3: Members Equity
The Company has authorized both Class A and B Units. Class B Units at any time will not exceed 10% of the total units and may be voting or non-voting and subject to transfer restrictions. As of December 31, 2009 and 2008, the Class B units outstanding are for profit interests only with no voting rights.
The liability of each member shall be limited to its capital contribution set forth in McCarthy Group Advisor, L.L.C.s operating agreement, and provided under the Limited Liability Act of Nebraska. No Member shall have any other liability to contribute money to, or in respect of the liabilities or obligations of McCarthy Group Advisors, L.L.C., except as and to the extent provided in the Limited Liability Act of Nebraska. No Member shall be obligated to make loans to McCarthy Group Advisors, L.L.C.
Note 4: Operating Lease
The Company leases office space under an operating lease which expires in July 2014. Rent expense for the years ended December 31, 2009 and 2008, including allocations of operating expenses, was $220,037 and $249,745, respectively. Future minimum lease payments for the next five years at December 31, 2009, were:
2010 |
$ | 102,161 | ||
2011 |
105,230 | |||
2012 |
108,379 | |||
2013 |
111,621 | |||
2014 |
66,245 |
Note 5: Employee Benefit Plan
The Company has established a 401(k) Profit Sharing Plan for substantially all full-time employees, which provides for elective deferrals from each employees salary. The Company contributes 3% of each participating employees monthly salary to the Plan. The Companys contributions to the plan were approximately $38,300 and $39,400 in 2009 and 2008, respectively.
Note 6: Related Party Transactions
Revenues attributable to services provided to related parties (MGA Investment LLCs, MGA Long-Short, L.P., McCarthy Multi-Cap Stock Fund, KPM Equity Partners Limited Partnership) were recorded as follows at September 30, 2010, December 31, 2009 and December 31, 2008:
September 30, | December 31, | |||||||||||
2010 | 2009 | 2008 | ||||||||||
(Unaudited) | ||||||||||||
Revenues, net of broker fee |
$ | 1,036,406 | $ | 1,247,859 | $ | 1,353,861 | ||||||
Accounts receivable, net of broker fee |
91,854 | 96,166 | 68,423 |
Note 7: Subsequent Events
Subsequent events have been evaluated through April 6, 2010, which is the date the financial statements were available to be issued.