Attached files

file filename
8-K/A - FORM 8-K AMENDMENT NO. 1 - Cohen & Co Inc.d8ka.htm
EX-99.2 - UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION OF JVB FINANCIAL - Cohen & Co Inc.dex992.htm
EX-23.1 - CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM - Cohen & Co Inc.dex231.htm
EX-99.3 - UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS - Cohen & Co Inc.dex993.htm

EXHIBIT 99.1

JVB FINANCIAL HOLDINGS, LLC

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2009 and 2008


TABLE OF CONTENTS

 

Independent Auditor’s Report

     1   

Consolidated Financial Statements:

  

Consolidated Statements of Financial Condition

     2   

Consolidated Statements of Operations

     3   

Consolidated Statements of Changes in Members’ Equity

     4   

Consolidated Statements of Cash Flows

     5   

Notes to Consolidated Financial Statements

     6-12   


INDEPENDENT AUDITOR’S REPORT

To the Board of the Members

JVB Financial Holdings, LLC and Subsidiaries

We have audited the accompanying consolidated statements of financial condition of JVB Financial Holdings, LLC and Subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in members’ equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audit.

We conducted our audit 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides 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 JVB Financial Holdings, LLC and Subsidiaries as of December 31, 2009 and 2008, and the results of its consolidated operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

     

/s/ Sherb & Co., LLP

Boca Raton, Florida

     

Certified Public Accountants

August 30, 2010 (except for note 13 as to which the date is September 13, 2010)

     


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31,

 

ASSETS   
     2009      2008  

Cash

   $ 132,693       $ 58,607   

Receivable from clearing organization, net

     —           3,355,438   

Marketable Securities, at market value

     17,087,066         6,152,929   

Other receivables

     118,734         183,144   

Prepaid expenses

     305,224         192,556   

Property and equipment, net

     322,249         149,059   

Clearing deposit and other deposits

     172,162         139,030   
                 

Total assets

   $ 18,138,128       $ 10,230,763   
                 
LIABILITIES AND MEMBERS’ EQUITY      

Liabilities:

     

Securities sold, not yet purchased, at market value

   $ 5,250,826       $ 2,976,504   

Due to clearing organization, net

     558,981         —     

Commissions and wages payable

     1,640,777         1,184,170   

Accounts payable

     12,053         7,457   

Deferred income

     44,739         —     

Accrued expenses

     592,955         475,966   
                 

Total liabilities

     8,100,331         4,644,097   
                 

Members’ equity

     10,037,797         5,586,666   
                 

Total liabilities and members’ equity

   $ 18,138,128       $ 10,230,763   
                 

See accompanying notes to consolidated financial statements.

 

-2-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31,

 

     2009      2008  

Revenues:

     

Commissions

   $ 12,807       $ 23,616   

Proprietary trading

     25,390,191         13,249,556   

Interest

     1,506,058         1,860,539   

Unrealized gain (loss) on marketable securities

     690,232         (845,231

Other

     31,234         62,047   
                 

Total revenues

     27,630,522         14,350,527   
                 

Expenses:

     

Compensation and benefits

     17,173,024         8,844,937   

Clearing costs

     654,543         510,357   

Regulatory fees

     137,294         55,741   

Trading Platforms

     919,403         452,469   

Communication costs

     980,282         529,598   

Interest expense

     1,127,705         1,344,031   

Insurance cost

     128,535         88,935   

Professional fees

     120,900         147,874   

Depreciation

     106,092         65,084   

Rent

     413,072         323,565   

Other expenses

     802,467         578,081   
                 

Total expenses

     22,563,317         12,940,672   
                 

Net income

   $ 5,067,205       $ 1,409,855   
                 

See accompanying notes to consolidated financial statements.

 

-3-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

YEARS ENDED DECEMBER 31,

 

     2009     2008  

Balance, January 1,

   $ 5,586,666      $ 4,481,298   

Distributions to members

     (1,178,574     (304,487

Capital contribution

     562,500        —     

Net income

     5,067,205        1,409,855   
                

Balance, December 31,

   $ 10,037,797      $ 5,586,666   
                

See accompanying notes to consolidated financial statements.

 

-4-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,

 

     2009     2008  

Cash flows from operating activites:

    

Net income

   $ 5,067,205      $ 1,409,855   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Unrealized (gain) loss on marketable securities

     (690,232     845,231   

Depreciation

     107,011        74,670   

Gain on disposal of fixed asset

     —          (3,458

Changes in assets and liabilities:

    

(Increase) decrease in:

    

Receivable from clearing organization

     3,355,438        (3,355,438

Prepaid expenses

     (112,668     (114,852

Other deposits

     (33,132     19,357   

Other receivables

     64,409        (166,822

Marketable securities

     (7,969,583     4,004,376   

Increase (decrease) in:

    

Commissions and wages payable

     456,607        622,977   

Payable to clearing organization

     558,981        (3,158,599

Accounts payable

     4,596        7,457   

Deferred revenue

     44,739        —     

Accrued expenses

     116,989        113,238   
                

Net cash provided by operating activities

     970,360        297,992   
                

Cash flows from investing activites:

    

Purchase of property and equipment

     (280,201     (28,867

Proceeds from sale of property and equipment

     —          33,735   
                

Net cash provided by (used in) investing activities

     (280,201     4,868   
                

Cash flows from financing activites:

    

Capital Contribution

     562,500        —     

Distributions to members

     (1,178,573     (304,487
                

Net cash used in financing activities

     (616,073     (304,487
                

Net increase (decrease) in cash

     74,086        (1,627

Cash, beginning of year

     58,607        60,234   
                

Cash, end of year

   $ 132,693      $ 58,607   
                

Supplemental disclosure of cash flow information:

    

Cash paid during the year for interest

   $ 1,127,705      $ 1,344,024   
                

See accompanying notes to financial statements.

 

-5-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 and 2008

 

 

NOTE 1 – DESCRIPTION OF BUSINESS

The accompanying consolidated financial statements represent those of JVB Financial Holdings, LLC, which is the holding company, and its wholly owned subsidiaries, JVB Financial Group, LLC, which is a registered broker-dealer, JVB Financial Services, LLC, which was organized in 2001 and has no business purpose to date, Atlantic Real Estate Advisory Service, LLC which was organized in 2009 and has no business purpose to date, and JVB Financial, Inc., which holds the operating leases for the office spaces, (the “Company”). The Company was organized under the laws of the state of Florida in June 2000.

The Company’s sole business activities are through JVB Financial Group, LLC, which is a broker-dealer registered with the Securities and Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA). All customer accounts were cleared through and carried with Pershing LLC a subsidiary of the Bank of New York on a fully disclosed basis.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the parent company, JVB Financial Holdings, LLC and of its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain items in the 2008 financial statements have been reclassified to conform to the presentation in the 2009 financial statements. Such reclassifications did not have a material impact on the presentation of the overall financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method based on the estimated useful lives of the related assets, which range from three to eight years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the terms of the leases. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized.

Revenue Recognition

Proprietary securities transactions are recorded on the trade date, as if they had settled. Profit and loss arising from all securities transactions entered into for the account and risk of the Company are recorded on a trade date basis.

The Company generates commission income from sales and purchases of bonds on behalf of customers. Commissions are recorded on a trade date basis.

 

-6-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 and 2008

 

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Marketable Securities

Marketable securities held at year-end consist of trading securities, which are reported at fair value with unrealized gains or losses included in earnings.

Fair Value of Financial Instruments

We adopted the fair value guidelines issued by the FASB on July 1, 2007. The guidelines defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is a relevant measurement attribute.

Valuation techniques for fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our best estimate, considering all relevant information. These valuation techniques involve some level of management estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors.

The fair value hierarchy of our inputs used in the determination of fair value for assets and liabilities during the current period consists of three levels. Level 1 inputs are comprised of unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs incorporate our own best estimate of what market participants would use in pricing the asset or liability at the measurement date where consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the asset or liability. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

 

December 31, 2009

 

Description

   Total Fair Value of
Liability
     Quoted Prices in
Active
Markets for Identical
Assets (Level 1)
 

Marketable securities, at market value

   $  17,087,066       $  17,087,066   

Securities sold, not yet purchased, at market value

   $ 5,250,826       $ 5,250,826   

 

-7-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 and 2008

 

Fair Value of Financial Instruments-(Continued)

 

December 31, 2008

 

Description

   Total Fair Value of
Liability
     Quoted Prices in
Active
Markets for Identical
Assets (Level 1)
 

Marketable securities, at market value

   $  6,152,929       $  6,152,929   

Securities sold, not yet purchased, at market value

   $ 2,976,504       $ 2,976,504   

Income Taxes

As a limited liability company, the Company is treated as a partnership for Federal and State income tax purposes. Under subchapter K of the Internal Revenue Code, each member is taxed separately on his distributive share of the Company’s income whether or not that income is actually distributed. Accordingly, no provision for income taxes has been recorded in the accompanying statement of operations for the year ended December 31, 2009 and 2008. However, one of its subsidiaries, JVB Financial Inc, is a corporation and is subject to state and federal income taxes on its income such amounts were not material in either 2009 or 2008.

Recent Accounting Pronouncements

In January 2010, the FASB issued guidance on fair value measurements and disclosure. This guidance amends the fair value measurements and disclosures by improving the disclosure of fair value measurements. We have adopted the Codification in the period ending March 31, 2010. The adoption of the Codification did not result in any change in our significant accounting policies.

Effective for interim and annual periods ending after September 15, 2009, the FASB Accounting Standards Codification (the “Codification”) is the single source of authoritative literature of U.S. generally accepted accounting principles (“GAAP”). The Codification consolidates all authoritative accounting literature into one internet-based research tool, which supersedes all pre-existing accounting and reporting standards, excluding separate rules and other interpretive guidance released by the SEC. New accounting guidance is now issued in the form of Accounting Standards Updates, which update the Codification. We have adopted the Codification in the period ending September 30, 2009. The adoption of the Codification did not result in any change in our significant accounting policies.

In August 2009, the FASB issued guidance on measuring liabilities at fair value. This guidance amends the fair value measurements and disclosures by providing additional guidance clarifying the measurement of liabilities at fair value. The adoption of the new accounting guidance did not have a significant impact on our consolidated financial statements.

All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.

 

-8-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 and 2008

 

 

NOTE 3 – RECEIVABLE FROM AND PAYABLE TO CLEARING ORGANIZATIONS

The Company clears all of its proprietary and customer securities transactions through another broker-dealer on a fully disclosed basis. At no time is the Company in possession of customer funds.

The Company has an $11,348,077 and $7,292,095 receivable from their clearing organization at December 31, 2009 and 2008 which consists primarily of the Company’s trading profits and net commissions due from customer trades.

The Company has an $11,907,058 and $3,936,657 payable to their clearing organization at December 31, 2009 and 2008 which includes amounts due on cash and margin transactions and is collateralized by securities owned by the Company.

The Company’s clearing organization nets the receivable and payable, hence carrying either an amount payable to the Company or amount receivable from the Company. At December 31, 2009 and 2008 the Company had a net payable due and a net receivable from this clearing organization of $558,981 and $3,355,438.

NOTE 4 – MARKETABLE SECURITIES

Marketable securities, as shown in the accompanying statement of financial condition, consist primarily of federal, state and municipal government obligations. Their cost and estimated market value at December 31, 2009 and 2008 are as follows:

 

     December 31, 2009  
     Owned     Securities sold,
not yet purchased
 

Trading securities:

    

Cost

   $ 17,141,529      $ 5,229,266   

Unrealized (loss) gain

     (54,463     21,560   
                

Market value

   $ 17,087,066      $ 5,250,826   
                

 

     December 31, 2008  
     Owned     Securities sold,
not yet purchased
 

Trading securities:

    

Cost

   $ 6,762,448      $ 2,819,768   

Unrealized (loss) gain

     (609,519     156,736   
                

Market value

   $ 6,152,929      $ 2,976,504   

The Company included unrealized gains and losses in the amount of $690,232 and ($845,231) in earnings for the year ended December 31, 2009 and 2008.

 

-9-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 and 2008

 

NOTE 5 – OTHER RECEIVABLES

Other receivables consist of the following at December 31, 2009 and 2008:

 

     December 31, 2009      December 31, 2008  

Short-term loans

   $ 70,538       $ 92,029   

Long-term loans

     23,000         91,115   

Health Insurance Refund

     25,196      
                 

Total

   $ 118,734       $ 183,144   
                 

NOTE 6 – PROPERTY & EQUIPMENT

Fixed assets as of December 31, 2009 and 2008 consist of the following:

 

     December 31, 2009     December 31, 2008  

Computers

   $ 393,471      $ 289,966   

Equipment

     64,820        64,820   

Furniture and fixtures

     172,283        113,197   

Leasehold improvements

     125,097        37,240   

Software licensing

     29,603        29,603   
                
     785,274        534,826   

Less accumulated depreciation

     (463,025     (385,767
                

Fixed asset, net

   $ 322,249      $ 149,059   
                

Depreciation for the years ended December 31, 2009 and 2008 was $107,011 and $74,670.

NOTE 7 – CONCENTRATIONS OF CREDIT RISK

The Company is engaged in various trading and brokerage activities in which counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.

The Company maintains its cash in bank accounts at high credit quality financial institutions. The balances at times may exceed federally insured limits.

 

-10-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 and 2008

 

NOTE 8 – NET CAPITAL REQUIREMENTS

The Company is subject to the Securities and Exchange Commission Uniform Net Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. The Company’s ratio of aggregate indebtedness to net capital computed in accordance with Rule 15c3-1 was 0.33 to 1.

NOTE 9 – FINANCIAL INSTRUMENTS

The carrying amounts reported in the balance sheet for cash, marketable securities, receivables, prepaid expenses, deposits and payables approximate fair value based on the short-term maturity of these instruments.

NOTE 10 – RETIREMENT PLAN

The Company maintains a defined contribution plan covering substantially all employees of the Company. Employees who have attained age eighteen and have completed ninety days of service are eligible to become a participant in the plan. The plan is subject to the provisions of the Employment Retirement Income Security Act of 1974 (ERISA). The Plan has an agreement with a company to act as investment manager and invest the Plan’s assets in various types of funds. Participants can elect to have a percentage of their compensation contributed to the Plan. The Company may contribute a matching contribution to the plan for each participant equal to a percentage of the elective contributions made by the participants. Pension contribution expense was $358,302 and $320,298 for the year ended December 31, 2009 and 2008.

NOTE 11 – ACCRUED EXPENSES

 

     December 31, 2009      December 31, 2008  

Accrued pension

   $  359,238       $  317,782   

Accrued payroll tax

     1,812         600   

Accrued other

     231,905         157,584   
                 

Total Accrued Expenses

   $ 592,955       $ 475,966   
                 

NOTE 12 – COMMITMENTS

The Company leases certain facilities and equipment for administrative purposes. Future minimum rental payments required under long-term noncancelable operating leases at the year ended December 31, 2009 were as follows:

 

2010

   $  444,274   

2011

     295,056   

2012

     135,715   

2013

     3,994   
        

Total

   $ 879,039   
        

Total rental expenses for fiscal 2009 and 2008 were $413,072 and $323,565, respectively.

 

-11-


JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 and 2008

 

NOTE 13 – SUBSEQUENT EVENTS

On September 13, 2010 the Company entered into a definitive agreement to sell 100% of the outstanding units of the Company to Cohen Brothers, LLC, a majority-owned subsidiary of Cohen & Company Inc. (AMEX:COHN), a leading investment firm specializing in Credit-related fixed income investments. The purchase price is estimated to be $16,631,000 not including an authorized distribution of $5,000,000 to members prior to closing. The total consideration will be adjusted on a dollar-for-dollar basis if the approved distribution is not made by the Company prior to the Closing Date and to the extent that the Final Tangible Net Worth differs from the Estimated Tangible Net Worth. Also included in the consideration is a holdback amount of $384,000 for certain performance goals by the Company.

On September 8, 2010 our Board of Members approved a distribution to members for $400,000 to be paid on September 13, 2010.

The Company has evaluated subsequent events through October 18, 2010, which is the date the financial statements were issued, and has concluded that other than the aforementioned events no other events or transactions took place which would require additional disclosure herein.

 

-12-