-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DT+qrh7HsRcoN4vTWl4go67ZYCAJ+Mo65JToAqZ/qmlTJQ1SQzsDQbEWoRqOUDb4 KEhtleTRfD1hcbTwukGbsA== 0000950144-96-004907.txt : 19960808 0000950144-96-004907.hdr.sgml : 19960808 ACCESSION NUMBER: 0000950144-96-004907 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JORDAN AMERICAN HOLDINGS INC CENTRAL INDEX KEY: 0000855663 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 650142815 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-18974 FILM NUMBER: 96604989 BUSINESS ADDRESS: STREET 1: 1875 SKI TIME SQUARE STE ONE CITY: STEAMBOAT SPRINGS STATE: CO ZIP: 80487 BUSINESS PHONE: 3038791189 MAIL ADDRESS: STREET 1: 7126 BENEVA RD CITY: SARASOTA STATE: FL ZIP: 34238-2804 FORMER COMPANY: FORMER CONFORMED NAME: CHRISTIAN PURCHASING NETWORK INC DATE OF NAME CHANGE: 19920703 10QSB 1 JORDAN AMERICAN HOLDINGS, INC. FORM 10QSB 6-30-96 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB ----------- (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From __________ to __________ Commission File Number 0-18974 ------- Jordan American Holdings, Inc. ------------------------------ (Exact name of registrant as specified in its charter) Florida 65-0142815 ------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1875 Ski Time Square, Suite One, Steamboat Springs, CO 80487 - ------------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 879-1189 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Name of Each Exchange on Which Registered - ------------------------------------------------------------------------------- None None Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $.001 Par Value ----------------------------- (Title of Class) 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 filing requirements for the past 90 days. Yes X No --- As of June 30, 1996, 10,703,376 shares of the registrant's common stock were issued and outstanding. 2 JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES (NASDAQ: JAHI) Table Of Contents Part I. Financial Information: Item 1: Consolidated Balance Sheets . . . . . . . . 3 Consolidated Statements of Operations . . . 4 Consolidated Statements of Cash Flows . . . 5 Notes to Consolidated Financial Statements 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 6
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PART I. FINANCIAL INFORMATION JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (unaudited) June 30, December 31, 1996 1995 ---------- ------------ ASSETS Cash and cash equivalents $2,412,942 $2,424,806 Marketable securities 428,640 355,238 Receivables, net 379,471 456,655 Deposit with clearing broker 25,000 25,000 Prepaid expenses and other current assets 29,888 18,193 Land and building held for sale - 557,832 Property and equipment, net 196,740 196,164 Note receivable 446,175 - ---------- ---------- Total assets $3,918,856 $4,033,888 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued expenses $ 341,503 $ 169,757 Deferred investment advisory fees 278,724 315,254 Preferred stock dividend payable 120,000 - Note payable - 373,121 ---------- ---------- Total liabilities 740,227 858,132 ---------- ---------- Stockholders' equity: 8% cumulative, convertible, non-voting preferred stock, $.01 par value; authorized 5,000,000 shares; 3,000,000 shares issued and outstanding 30,000 30,000 Common stock, $.001 par value; authorized 20,000,000 shares; 10,703,376 shares issued and outstanding at June 30, 1996; 10,836,544 shares issued and outstanding at December 31, 1995 10,703 10,836 Additional paid-in capital 5,020,389 5,197,632 Accumulated deficit (1,882,463) (2,062,712) ---------- ---------- Total stockholders' equity 3,178,629 3,175,756 ---------- ---------- Total liabilities and stockholders' equity $3,918,856 $4,033,888 ========== ==========
See accompanying notes to consolidated financial statements. 3 4 JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Operations (Unaudited)
Three Months Six Months Ended June 30, Ended June 30, 1996 1995 1996 1995 ---- ---- ---- ---- REVENUE Investment advisory fees $460,867 $205,137 $1,234,580 $388,342 Commission income 100,512 244,995 231,468 395,258 -------------------------------------------------- Total revenues 561,379 450,132 1,466,048 783,600 -------------------------------------------------- Selling, general and administrative expenses 582,535 424,420 1,204,002 778,720 -------------------------------------------------- Operating income (loss) (21,156) 25,712 262,046 4,880 -------------------------------------------------- OTHER INCOME (EXPENSES) Interest and dividend income 41,893 9,988 71,791 33,686 Unrealized gain (loss) from investing and trading (24,858) 13,482 (45,636) (6,170) Realized gain (loss) from investing and trading (33,682) 42,261 36,807 (1,721) Loss on disposal of land and building - - (8,341) - Other, net - (1,100) - (1,569) -------------------------------------------------- Total other income (expense), net (16,647) 64,631 54,621 24,226 -------------------------------------------------- Net income (loss) from continuing operations (37,803) 90,343 316,667 29,106 Operating (loss) from discontinued operations - (128,297) - (238,099) -------------------------------------------------- Net income (loss) (37,803) (37,954) 316,667 (208,993) Dividends on preferred stock 60,000 60,000 120,000 120,000 -------------------------------------------------- Net income (loss) attributable to common stock ($97,803) ($97,954) $196,667 ($328,993) -------------------------------------------------- Net income (loss) per common share and share equivalent attributable to common stock Continuing operations ($.01) $.00 $.02 ($.01) Discontinued operations - (.01) - (.02) -------------------------------------------------- Net income (loss) per share and share equivalent ($.01) ($.01) $.02 ($.03) -------------------------------------------------- Weighted average number of share and share equivalents outstanding 10,779,902 11,264,061 10,811,025 11,259,272 --------------------------------------------------
See accompanying notes to consolidated financial statements. 4 5
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 1996 1995 ---- ---- Cash flows from (for) operating activities Net income from continuing operations $ 316,667 $ 29,106 Adjustments to reconcile net income to cash provided by (used in) operating activities: Depreciation 11,268 43,039 Unrealized (gain) loss from investing and trading 45,636 6,170 Realized (gain) loss from investing and trading (36,807) 1,721 Loss on disposal of land, building and equipment 10,288 - Changes in operating assets and liabilities: Investment advisory fees receivable 128,514 (76,636) Trading marketable securities (82,231) (288,141) Prepaid expenses and other current assets (63,055) (173,860) Accounts payable and accrued expenses 171,746 34,838 Deferred investment advisory fees (36,530) (52,878) ---------- ---------- Net cash provided by (used in) continuing operations 465,496 (476,641) ---------- ---------- Net cash (used in) discontinued operations - (177,463) ---------- ---------- Net cash provided by (used in) operating activities 465,496 (654,104) ---------- ---------- Cash flows for investing activities Capital expenditures (10,182) (284) ---------- ---------- Net cash (used in) investing activities (10,182) (284) ---------- ---------- Cash flows from (for) financing activities Repurchase of common stock (206,065) - Net proceeds from issuance of common stock 12,300 - Repayment of note payable (373,121) - Proceeds from sale of land and building 99,708 - Repayment of long-term indebtedness - (24,025) ---------- ---------- Net cash (used in) financing activities (467,178) (24,025) ---------- ---------- Net (decrease) in cash and cash equivalents (11,864) (678,413) Cash and cash equivalents beginning of period 2,424,806 1,915,170 ---------- ---------- Cash and cash equivalents end of period $2,412,942 $1,236,757 ========== ========== Supplemental disclosure: Interest expense $ 163 $ 17,784 Dividends on preferred stock $ 120,000 $ 120,000 Note received upon sale of land and building $ 446,175 $ -
See accompanying notes to consolidated financial statements. 5 6 JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES (NASDAQ: JAHI) Notes to Consolidated Financial Statements (Unaudited) In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the consolidated balance sheets of Jordan American Holdings, Inc. and subsidiaries (the "Company") as of June 30, 1996, and December 31, 1995, and the results of its operations for the three months and six months ended June 30, 1996, and 1995, and the results of its cash flows for the six months ended June 30, 1996 and 1995, in accordance with generally accepted accounting principles. The results for interim periods are not necessarily indicative of results for a full year. Investment advisory fees billed in advance are deferred and amortized into income over the period in which services are performed. Investment advisory fees based on a percentage of the annual increase (performance billings) in the market value of a client's portfolio, including interest and dividends, are fully recognized at the contract anniversary date. Management fee compensation due sales representatives is accrued when such fees are earned. Commission income is recognized on a settlement date basis, which does not differ materially from the trade date basis of accounting. Marketable securities consist primarily of corporate stocks held in Company investment accounts. Realized and unrealized gains or losses result from the trading of securities and stock index futures contracts. Net income (loss) per share and share equivalent is based upon the weighted average number of share and share equivalents outstanding during the period. The calculations ignore common stock equivalent shares when their inclusion in such calculations would have been anti-dilutive. These interim period consolidated financial statements, including the notes thereto, are condensed and do not include all disclosures required by generally accepted accounting principles. Such interim period consolidated financial statements should be read in conjunction with the Company's consolidated financial statements which are included in the Company's 1995 Form 10-KSB which is contained in the Company's 1995 Annual Report to shareholders and is available without charge upon request to Frederick A. Whittlesey, 1875 Ski Time Square, Suite One, Steamboat Springs, Colorado, 80487, (800)879-1189; Fax: (970)879-1272. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operations The Company had net income from continuing operations for the six months ended June 30, 1996, of $196,667 or $.02 per common share and share equivalent compared to a net loss from continuing operations of ($90,894) or ($.01) per common share and share equivalent for the same period in 1995. The Company had a net loss from continuing operations for the three months ended June 30, 1996, of ($97,803) or ($.01) per common share and share equivalent 6 7 compared to net income from continuing operations of $30,343 or $.00 per common share and share equivalent for the same period in 1995. During the six months ended June 30, 1996, revenues from investment advisory fees totaled $1,234,580 compared to revenues from investment advisory fees of $388,342 for the same period in 1995, an increase of approximately 218% due primarily to strong performance billings in managed accounts during the first two quarters of fiscal 1996. For the three months ended June 30, 1996, revenues from investment advisory fees totaled $460,867 compared to revenues from investment advisory fees of $205,137 for the same period in 1995, an increase of approximately 125% due primarily to strong performance billings in managed accounts during the second quarter. Total other income (expense) was $54,621 for the six months ended June 30, 1996 compared to $24,226 for the six months ended June 30, 1995, an increase of approximately 125%. This increase is primarily due to increased interest and dividend income and to profits from trading stock index futures contracts. Total other income (expense) for the three months ended June 30, 1996 was a loss of ($16,647) versus a gain of $64,631 for the same period in 1995. The loss of ($16,647) is due primarily to realized and unrealized losses from investing and trading activity. Selling, general, and administrative ("SG&A") expenses of $1,204,002 were incurred during the six month period ended June 30, 1996, compared to SG&A expenses of $778,720 for the same period in 1995, an increase of approximately 55%. This increase in SG&A expenses resulted from the cost of an arbitration settlement, selling expenses related to increased performance in clients' accounts, and increased general operating costs. For the three months ended June 30, 1996, SG&A expenses of $582,535 decreased approximately 6% from SG&A expenses of $621,467 for the three months ended March 31, 1996. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based Compensation" (SFAS 123), which is effective for fiscal years beginning after December 15, 1995. SFAS recommends, but does not require, measuring compensation cost of stock options at the grant date and recognizing the expense over the service period. If the Company does not change its accounting method, SFAS 123 requires, at a minimum, disclosure of the pro forma impact on net income and net earnings per share. The Company has determined that it will not change from its current method of accounting, but will make the disclosures required by SFAS 123. Liquidity and Capital Resources At June 30, 1996, the Company had cash and cash equivalents of $2,412,942 versus $2,424,806 at December 31, 1995. The Company had marketable securities of $428,640 at June 30, 1996 versus marketable securities of $355,238 at December 31, 1995. Accounts payable and accrued expenses were $341,503 at June 30, 1996 compared to $169,757 at December 31, 1995, an increase of approximately 101%. This increase is primarily due to accruals during the second quarter of fiscal 1996 for marketing expenses and various professional fees. 7 8 Preferred stock dividends are normally paid semi-annually as of June 30 and December 31 of each year. At the request of the holder of the preferred stock, the Company agreed to pay the first semi-annual dividend of $120,000 on July 31 of each year and the second semi-annual dividend of $120,000 on November 30. This arrangement was agreed to by both parties to assist the holder of the preferred stock in its cash flow needs related to its charitable giving as a private foundation. This arrangement has no material impact on the annual operations and/or earnings of the Company. 8 9 SIGNATURES Pursuant to the requirements 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. JORDAN AMERICAN HOLDINGS, INC. Dated: August 5, 1996 By: /s/ Wallace Neal Jordan ------------------------- Wallace Neal Jordan President (Chief Executive Officer) Dated: August 5, 1996 By: /s/ Frederick A. Whittlesey ----------------------------- Frederick A. Whittlesey Chief Financial Officer 9 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF JORDAN AMERICAN HOLDINGS, INC. FOR THE SECOND QUARTER 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-QSB. 6-MOS DEC-31-1996 JUN-30-1996 2,412,942 428,640 379,471 0 0 2,847,301 196,740 11,268 3,918,856 740,227 0 0 0 10,703 30,000 3,918,856 0 561,379 0 582,535 16,647 0 0 0 0 (97,803) 0 0 0 (97,803) (.01) (.01)
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