Attached files
Exhibit 99.2
JVB FINANCIAL HOLDINGS, LLC
AND SUBSIDIARIES
CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
TABLE OF CONTENTS
Consolidated Unaudited Interim Financial Statements: |
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Consolidated Statements of Financial Condition |
1 | |||
Consolidated Statements of Operations |
2 | |||
Consolidated Statements of Changes in Members Equity |
3 | |||
Consolidated Statements of Cash Flows |
4 | |||
Notes to Consolidated Unaudited Interim Financial Statements |
5-8 |
JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF FINANCIAL CONDITION
ASSETS
September 30, 2010 (Unaudited) |
December 31, 2009 |
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Assets: |
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Cash |
$ | 184,389 | $ | 132,693 | ||||
Marketable Securities, at market value |
57,745,190 | 17,087,066 | ||||||
Other receivables |
66,513 | 118,734 | ||||||
Prepaid expenses |
450,731 | 305,224 | ||||||
Property and equipment, net |
281,704 | 322,249 | ||||||
Clearing deposit and other deposits |
162,766 | 172,162 | ||||||
Total assets |
$ | 58,891,293 | $ | 18,138,128 | ||||
LIABILITIES AND MEMBERS EQUITY
Liabilities: |
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Securities sold, not yet purchased, at market value |
$ | 15,065,050 | $ | 5,250,826 | ||||
Due to clearing organization, net |
31,780,458 | 558,981 | ||||||
Commissions and wages payable |
1,606,851 | 1,640,777 | ||||||
Accounts payable |
143,717 | 12,053 | ||||||
Deferred income |
7,852 | 44,739 | ||||||
Accrued expenses |
353,099 | 592,955 | ||||||
Total liabilities |
48,957,027 | 8,100,331 | ||||||
Members equity |
9,934,266 | 10,037,797 | ||||||
Total liabilities and members equity |
$ | 58,891,293 | $ | 18,138,128 | ||||
See accompanying notes to consolidated financial statements.
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JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS
For the nine months ended | ||||||||
September 30, 2010 (unaudited) |
September 30, 2009 (unaudited) |
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Revenues: |
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Proprietary trading |
18,742,149 | 19,816,091 | ||||||
Interest |
1,681,714 | 889,656 | ||||||
Unrealized gain on marketable securities |
50,453 | 275,724 | ||||||
Other |
75,635 | 30,229 | ||||||
Total revenues |
20,549,951 | 21,011,700 | ||||||
Expenses: |
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Compensation and benefits |
12,720,993 | 12,575,387 | ||||||
Clearing costs |
717,784 | 543,578 | ||||||
Regulatory fees |
99,670 | 33,557 | ||||||
Trading Platforms |
680,499 | 722,462 | ||||||
Communication costs |
1,129,021 | 565,978 | ||||||
Interest expense |
1,293,660 | 661,414 | ||||||
Insurance cost |
99,782 | 87,408 | ||||||
Professional fees |
353,153 | 95,247 | ||||||
Depreciation |
94,208 | 46,388 | ||||||
Rent |
379,436 | 285,115 | ||||||
Other expenses |
1,229,536 | 812,230 | ||||||
Total expenses |
18,797,742 | 16,428,764 | ||||||
Net income |
$ | 1,752,209 | $ | 4,582,936 | ||||
See accompanying notes to consolidated financial statements.
2
JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF CHANGES IN MEMBERS EQUITY
NINE MONTHS ENDED SEPTEMBER 30
2010 | ||||
Balance, January 1, |
$ | 10,037,797 | ||
Distributions to members |
(1,497,205 | ) | ||
Capital redemption |
(358,535 | ) | ||
Net income |
1,752,209 | |||
Balance, September 30, |
$ | 9,934,266 | ||
See accompanying notes to consolidated financial statements.
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JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
For the nine months ended | ||||||||
September 30, 2010 |
September 30, 2009 |
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Cash flows from operating activities: |
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Net income |
$ | 1,752,209 | 4,582,936 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation |
94,208 | 46,388 | ||||||
Changes in assets and liabilities: |
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(Increase) decrease in: |
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Prepaid expenses |
(145,507 | ) | 16,981 | |||||
Clearing deposits and other deposits |
9,396 | (66,081 | ) | |||||
Other receivables |
52,221 | (174,846 | ) | |||||
Marketable securities, at market value |
(40,658,124 | ) | (34,149,976 | ) | ||||
Increase (decrease) in: |
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Commissions and wages payable |
(33,926 | ) | 466,314 | |||||
Due to clearing organization, net |
31,221,477 | 6,236,067 | ||||||
Securities sold, not yet purchased, at market value |
9,814,224 | 23,793,872 | ||||||
Accounts payable |
131,664 | 4,096 | ||||||
Deferred income |
(36,887 | ) | | |||||
Accrued expenses |
(239,856 | ) | (140,032 | ) | ||||
Net cash provided by operating activities |
1,961,099 | 615,719 | ||||||
Cash flows from investing activities: |
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Purchase of property and equipment, net |
(53,663 | ) | (200,708 | ) | ||||
Net cash used in investing activities |
(53,663 | ) | (200,708 | ) | ||||
Cash flows from financing activities: |
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Capital Contribution / (Redemption) |
(358,535 | ) | 562,500 | |||||
Distributions to members |
(1,497,205 | ) | (775,241 | ) | ||||
Net cash used in financing activities |
(1,855,740 | ) | (212,741 | ) | ||||
Net increase (decrease) in cash |
51,696 | 202,270 | ||||||
Cash, beginning of year |
132,693 | 58,607 | ||||||
Cash, end of year |
$ | 184,389 | 260,877 | |||||
Supplemental disclosure of cash flow information: |
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Cash paid during the year for interest |
$ | 1,681,714 | 889,656 | |||||
See accompanying notes to financial statements.
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JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS
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 Companys 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.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents.
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.
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 as of the balance sheet dates 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.
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JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS
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.
September 30, 2010
Description |
Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) |
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Marketable securities, at market value |
$ | 57,745,190 | $ | 57,745,190 | ||||
Securities sold, not yet purchased, at market value |
$ | 15,065,050 | $ | 15,065,050 |
December 31, 2009
Description |
Total Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) |
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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 |
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.
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JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS
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.
NOTE 3 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 payable to clearing organizations represents the net amounts due to the Companys clearing broker which is comprised of trading profits owed to the Company net of margin payable and net payables from unsettled trades.
NOTE 4 MARKETABLE SECURITIES
Marketable securities, as shown in the accompanying statements of financial condition, consist primarily of federal, state and municipal government obligations. Their cost and estimated market value at September 30, 2010 and December 31, 2009 are as follows:
September 30, 2010 | ||||||||
Owned | Securities sold, not yet purchased |
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Trading securities: |
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Cost |
$ | 57,583,741 | $ | 14,878,031 | ||||
Unrealized (loss) gain |
161,449 | 187,019 | ||||||
Market value |
$ | 57,745,190 | $ | 15,065,050 | ||||
December 31, 2009 | ||||||||
Owned | Securities sold, not yet purchased |
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Trading securities: |
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Cost |
$ | 17,141,529 | $ | 5,229,266 | ||||
Unrealized (loss) gain |
(54,463 | ) | 21,560 | |||||
Market value |
$ | 17,087,066 | $ | 5,250,826 | ||||
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JVB FINANCIAL HOLDINGS, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED INTERIM FINANCIAL STATEMENTS
NOTE 5 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 Companys 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.
NOTE 6 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 Companys ratio of aggregate indebtedness to net capital computed in accordance with Rule 15c3-1 was 6.46 to 1 as of September 30, 2010.
NOTE 7 SALE
On January 13, 2011, the Company and IFMI, LLC completed the previously disclosed business combination with Institutional Financial Markets, Inc. (IFMI), formerly known as Cohen & Company Inc.. The Company will continue operations as a wholly owned subsidiary of IFMI, LLC, the main operating subsidiary of IFMI.
NOTE 8 SUBSEQUENT EVENTS
The Company has evaluated subsequent events through February 4, 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.
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