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Exhibit 99.1

STAR ASIA MANAGEMENT, LTD.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011


TABLE OF CONTENTS

 

Report of Independent Certified Public Accountants      1   
Consolidated balance sheets      3   
Consolidated statements of operations      4   
Consolidated statements of shareholders’ equity      5   
Consolidated statements of cash flows      6   
Notes to consolidated financial statements      7   


Report of Independent Certified Public Accountants

To the shareholders of Star Asia Management Ltd.

We have audited the accompanying consolidated financial statements of Star Asia Management Ltd. (a Cayman Islands limited company) and subsidiary, which comprise the consolidated balance sheets as of December 31, 2012 and December 31, 2011, and the related consolidated statements of operations, shareholders’ equity, and the cash flows for years then ended and the related notes to the consolidated financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

1


Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Star Asia Management Ltd. as of December 31, 2012 and December 31, 2011 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

May 23, 2013

 

2


STAR ASIA MANAGEMENT LTD.

CONSOLIDATED BALANCE SHEETS

AS OF

 

     December 31, 2012      December 31, 2011  

Assets

     

Cash and cash equivalents

   $ 760,065       $ 1,699,086   

Prepaid expenses and other assets

     69,955         83,721   

Fixed assets, net of depreciation

     274,459         347,621   

Due from affiliates

     402,147         420,814   
  

 

 

    

 

 

 

Total assets

   $ 1,506,626       $ 2,551,242   
  

 

 

    

 

 

 

Liabilities

     

Accounts payable and accrued expenses

   $ 79,213       $ 103,865   

Deferred revenue

     235,122         303,555   

Due to affiliates

     98,807         51,254   
  

 

 

    

 

 

 

Total liabilities

     413,142         458,674   
  

 

 

    

 

 

 

Shareholders’ equity:

     

Retained earnings

     1,093,484         2,092,568   
  

 

 

    

 

 

 

Total shareholders’ equity

     1,093,484         2,092,568   
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

   $ 1,506,626       $ 2,551,242   
  

 

 

    

 

 

 

See accompanying notes to consolidated financial statements.

 

3


STAR ASIA MANAGEMENT LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     For the Year Ended
December 31, 2012
    For the Year Ended
December 31, 2011
 

Revenues:

    

Management fees

   $ 3,868,610      $ 4,938,896   

Other revenue

     626        1,877   
  

 

 

   

 

 

 

Total Revenues

     3,869,236        4,940,773   
  

 

 

   

 

 

 

Expenses:

    

Employee compensation

     1,312,238        1,025,614   

Professional fees

     155,923        306,393   

Insurance

     73,557        79,048   

Other expenses

     50,307        31,968   

Depreciation

     39,015        84,792   
  

 

 

   

 

 

 

Total expenses

     1,631,040        1,527,815   
  

 

 

   

 

 

 

Income from operations

     2,238,196        3,412,958   

Foreign currency translation

     (37,280     (24,892
  

 

 

   

 

 

 

Net Income

   $ 2,200,916      $ 3,388,066   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

4


STAR ASIA MANAGEMENT LTD.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011

 

     Common Stock
(No Par Value)
     Retained
Earnings
    Total  

Balance at January 1, 2011

   $ —         $ 404,502      $ 404,502   
  

 

 

    

 

 

   

 

 

 

Net income

        3,388,066        3,388,066   

Distributions

        (1,700,000     (1,700,000
  

 

 

    

 

 

   

 

 

 

Balance at December 31, 2011

   $ —         $ 2,092,568      $ 2,092,568   
  

 

 

    

 

 

   

 

 

 

Net income

        2,200,916        2,200,916   

Distributions

        (3,200,000     (3,200,000
  

 

 

    

 

 

   

 

 

 

Balance at December 31, 2012

   $ —         $ 1,093,484      $ 1,093,484   
  

 

 

    

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

5


STAR ASIA MANAGEMENT LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     For the Year Ended
December 31, 2012
    For the Year Ended
December 31, 2011
 

Cash flows from operating activities:

    

Operating activities

    

Net income

   $ 2,200,916      $ 3,388,066   

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

    

Depreciation expense

     39,015        84,792   

Changes in assets and liabilities:

    

Prepaid expenses and other assets

     13,766        17,778   

Due from affiliates

     18,667        35,611   

Due to affiliates

     47,553        (143,738

Accounts payable and accrued expenses

     (24,652     (153,623

Deferred revenue

     (39,015     (84,792

Unrealized gains (losses) on currency translation

     4,729        (2,097
  

 

 

   

 

 

 

Net cash provided by operating activities

     2,260,979        3,141,997   

Cash flows from financing activities:

    

Distributions to shareholders

     (3,200,000     (1,700,000
  

 

 

   

 

 

 

Net cash used in financing activities

     (3,200,000     (1,700,000
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (939,021     1,441,997   

Cash and cash equivalents, beginning of year

     1,699,086        257,089   
  

 

 

   

 

 

 

Cash and cash equivalents, end of year

   $ 760,065      $ 1,699,086   
  

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

6


STAR ASIA MANAGEMENT, LTD

Notes to consolidated financial statements

December 31, 2012

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Star Asia Management, Ltd. (the “Company”) was registered on February 5, 2007 as a Cayman Islands limited company that was formed to administer and manage the day-to-day operations of Star Asia Finance, Limited, a closed end Guernsey fund (“SAF”). The Company owns 100% of the membership interest in Star Asia Management Japan, Ltd (“SAMJ”). SAMJ, a Cayman Islands limited company, was formed on April 30, 2007 to provide certain support services to the Company in Japan.

The Company was formed as a joint venture between Star Asia Mercury LLC (“Mercury”) and Cohen Asia Investments, Ltd., an indirect majority owned subsidiary of Institutional Financial Markets Inc (“IFMI”).

The Company is responsible for the day-to-day operations of SAF including providing the following services to SAF: (i) select, purchase, monitor, and sell portfolio investments; (ii) develop and implement SAF’s financing and risk management policies; and (iii) provide SAF with investment advisory services. See note 3.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

A. Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make assumptions and estimates that affect the reported amounts of the consolidated financial statements and the accompanying notes. Actual results could differ from those estimates.

B. Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and SAMJ. All intercompany transactions have been eliminated.

C. Cash and Cash Equivalents

Cash and cash equivalents consist of cash held at banks (including foreign currencies) as defined by FASB ASC 305-10, Cash and Cash Equivalents.

D. Foreign Currency Transactions

The Company’s functional currency is the U.S. dollar. Transactions of the Company that are denominated in foreign currencies are translated into U.S. dollars at the rate of exchange at the date of the transaction. Assets and liabilities held in foreign currencies are translated into U.S. dollars at each reporting period.

 

7


STAR ASIA MANAGEMENT, LTD

Notes to consolidated financial statements

December 31, 2012

 

E. Income Taxes

The Company and SAMJ are both Cayman Islands limited partnerships and are exempt from Cayman Islands taxation. As a result, no income tax liability or expense has been recorded in the accompanying consolidated financial statements. SAMJ is subject to foreign taxes in Japan and associated expense is recorded as a component of other expenses on the consolidated statement of operations.

F. Revenue Recognition

The Company records base and incentive management fees once they are fixed and determinable (see note 3). Other revenue is primarily comprised of interest income earned on bank balances and is recorded as and when earned.

NOTE 3 – INVESTMENT MANAGEMENT CONTRACT WITH SAF

The Company collects management fees from SAF pursuant to a management agreement, that provides that the Company is responsible for the day-to-day operations of SAF including providing the following services (i) the selection, purchase, monitoring and sale of portfolio investments; (ii) developing and implementing SAF’s financing and risk management policies; and (iii) providing SAF with investment advisory services. The management fees payable to the Company are comprised of:

A. A base management fee which, on a monthly basis, is equal to 1/12 of the sum of (i) 1.75% of the first $800 million of SAF equity and (ii) 1.5% of SAF equity for any amount in excess of $800 million. Equity excludes one-time events resulting from changes in GAAP and other non-cash charges (subject to the approval of SAF’s independent directors). No one-time events have occurred since inception. The Company records this income on an accrual basis. Base management fees for each of the years ending December 31, 2012 and December 31, 2011 were $3.9 million. The management fees receivable at December 31, 2012 and December 31, 2011 were $0.3 million and $0.3 million, respectively, and are included as a component of due from affiliates in the consolidated balance sheet.

B. An incentive fee equal to the product of (i) 25% of the dollar amount by which (a) SAF’s net income per unit (before the incentive fee) for such quarter exceeds (b) the weighted average offering price of all common shares issued by SAF multiplied by the quarterly benchmark rate, as defined in the management agreement, and (ii) the weighted average number of common shares outstanding in each quarter. Incentive fees earned for the year ending December 31, 2012 and December 31, 2011 were $0 and $1.0 million, respectively.

 

8


STAR ASIA MANAGEMENT, LTD

Notes to consolidated financial statements

December 31, 2012

 

NOTE 4 – FIXED ASSETS

 

FIXED ASSETS

 
     December 31, 2012     December 31, 2011  

Furniture and equipment

   $ 270,906      $ 303,475   

Leasehold improvements

     472,162        528,926   
  

 

 

   

 

 

 
     743,068        832,401   

Accumulated depreciation

     (468,609     (484,780
  

 

 

   

 

 

 

Total

   $ 274,459      $ 347,621   
  

 

 

   

 

 

 

The Company recognized depreciation expense of $39,015 and $84,792 for the years ended December 31, 2012 and 2011, respectively, as a component of depreciation on the consolidated statements of operations. The Company’s fixed assets, and related accumulated depreciation, are all denominated in Japanese Yen as they relate to the Tokyo office of SAMJ. For the years ended December 31, 2012 and 2011, the unrealized foreign exchange gains and losses related to fixed assets was a loss of $89,333 and a gain of $39,619, respectively. For the year ended December 31, 2012 and 2011, the unrealized foreign exchange gains and losses related to accumulated depreciation was a gain of $55,185 and a loss of $21,441, respectively.

NOTE 5 – DEFERRED REVENUE

In 2007, the Company purchased certain fixed assets and was subsequently reimbursed for such purchases by SAF. Accordingly, the Company recorded deferred revenue for the amount reimbursed by SAF as the fixed assets remained on the books of the Company. The Company amortizes the deferred revenue over the estimated useful life of the underlying fixed assets for which it was reimbursed. The Company recognized $39,015 and $84,792 of income, included as a component of management fee revenue in the accompanying consolidated statements of operations, from the amortization of this deferred revenue for the years ended December 31, 2012 and 2011, respectively. The Company recognized $39,015 and $84,792 of depreciation expense for these reimbursed fixed assets for the year ended December for the years ended December 31, 2012 and 2011, respectively.

NOTE 6 – RELATED PARTY TRANSACTIONS AND DUE TO/FROM AFFILIATES

In addition to the investment management contract with SAF and related management fees as discussed above in Note 3, from time to time, the Company will pay certain expenses on behalf of SAF and SAF will reimburse the Company. Total payments received from SAF for reimbursement of expenses for the years ended December 31, 2012 and 2011 were $0.9 million and $1.0 million, respectively. On occasion, each of the joint venture partners may pay for certain costs on behalf of the Company. Amounts included in due from affiliates on the balance sheet represent amounts receivable from SAF for management fees and reimbursement of expenses. Amounts included in due to affiliates on the balance sheet represent amounts payable to Mercury and IFMI for reimbursement of expenses incurred.

 

9


STAR ASIA MANAGEMENT, LTD

Notes to consolidated financial statements

December 31, 2012

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Management contract

The initial term of the Company’s management contract with SAF expired on December 31, 2009 but is automatically renewed for one-year terms at each anniversary. The management contract may only be terminated (A) upon 180 days prior written notice if at least two-thirds of the Independent Directors or the holders of at least a majority of the outstanding common shares of SAF vote not to automatically renew based upon (i) unsatisfactory performance that is materially detrimental to SAF or (ii) a determination that the management fees payable are not fair, subject to the Company’s right to prevent such a termination by accepting a reduction of management fees agreed to by at least two-thirds of SAF’s independent directors and the Company, or (B) upon 30 days’ prior written notice for cause, as defined in the management agreement.

If SAF were to terminate the management contract without cause, the Company would be entitled to receive a termination payment equal to three times the sum of (A) the average annual base management fee for the two 12 month periods preceding the date of termination, plus (B) the average annual incentive fee for the two 12-month periods preceding the date of the termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of the termination.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events through May 23, 2013, the date that the consolidated financial statements were issued. No event has taken place, other than as disclosed below, that meets the definition of a subsequent event requiring additional disclosure.

Acquisition of Star Asia Mercury equity units

In March 2013, the Company repurchased the outstanding equity units held by Star Asia Mercury LLC for $0.4 million and a note payable of $0.7 million. Under the note payable, interest accrues at a variable rate and there is no stated maturity date. As a result of this repurchase, the Company became a wholly owned subsidiary of IFMI.

 

10