-----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, JjwMd1WislQvHNoWjQ4HF+eRVRW4cP0/Zby0IcGeqHcCP3ryTgTJ3ny1YoGpRIqe 82giL4RdGx83Gb6tOemuBw== 0000913760-96-000016.txt : 19960629 0000913760-96-000016.hdr.sgml : 19960629 ACCESSION NUMBER: 0000913760-96-000016 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL ASSETS HOLDING CORP CENTRAL INDEX KEY: 0000913760 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 592921318 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 033-70334-A FILM NUMBER: 96563713 BUSINESS ADDRESS: STREET 1: 250 PARK AVENUE SOUTH STREET 2: SUITE 200 CITY: WINTER PARK STATE: FL ZIP: 32789 BUSINESS PHONE: 4076291400 MAIL ADDRESS: STREET 1: 250 PARK AVENUE SOUTH STREET 2: SUITE 200 CITY: WINTER PARK STATE: FL ZIP: 32789 10QSB 1 10QSB U.S. Securities and Exchange Commission Washington D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File Number 33-70334-A INTERNATIONAL ASSETS HOLDING CORPORATION (Exact name of small business issuer as specified in its charter) Delaware 59-2921318 - - ------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 250 Park Avenue South, Suite 200 Winter Park, FL 32789 (Address of principal executive offices) (407) 629-1400 (Issuer's telephone number) NA - - ------------------------------------------------------------------------------- (Former name,former address and former fiscal year,if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]. The number of shares outstanding of Common Stock was 1,459,187 as of April 30, 1996. Transitional small business disclosure format Yes [ ] No [X] INDEX Page No. Part I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheet at March 31, 1996 .............. 4 Condensed Consolidated Statements of Operations for the Six Months ended March 31, 1996, and 1995 ........................... 6 Condensed Consolidated Statements of Operations for the Three Months ended March 31, 1996, and 1995 ......................... 7 Condensed Consolidated Statements of Cash Flows for the Six Months ended March 31, 1996, and 1995 ........................... 8 Notes to Condensed Consolidated Financial Statements ................ 10 Item 2. Management's Discussion and Analysis or Plan of Operation ........... 13 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders ................. 17 Item 6. Exhibits and Reports on Form 8-K .................................... 17 Signatures .......................................................... 20 INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheet March 31, 1996 (Unaudited) Assets Cash ............................................................ $ 343,354 Cash deposits with clearing broker .............................. 713,594 Foreign currency deposits with clearing broker .................. 2,728 Short term investments .......................................... 1,583,176 Receivable from clearing broker ................................. 382,080 Receivable from affiliated company .............................. 32,315 Other receivables ............................................... 103,901 Securities owned, at market value ............................... 3,128,851 Deferred income tax benefit ..................................... 30,526 Property and equipment, at cost: Leasehold improvements ..................................... 40,404 Furniture and equipment .................................... 581,564 ---------- 621,968 Less accumulated depreciation and amortization .................. 287,963 ---------- Net property and equipment ......................... 334,005 Other assets, net of accumulated amortization of $25,250 ........ 173,733 ========== $6,828,263 ========== See accompanying notes to condensed consolidated financial statements INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Condensed Consolidated Balance Sheet March 31, 1996 (Unaudited) Liabilities and Stockholders' Equity Liabilities: Securities sold, but not yet purchased, at market value ..... $ 895,973 Accounts payable ............................................ 102,714 Accrued salaries, commissions and benefits .................. 621,923 Other accrued expenses ...................................... 166,086 Income taxes payable ........................................ 24,850 Deferred income taxes ....................................... 14,753 Other ....................................................... 7,484 ---------- Total liabilities ................................... 1,833,783 ---------- Stockholders' equity: Preferred stock, $.01 par value. Authorized 1,000,000 shares; issued and outstanding -0- shares ................. -- Common stock, $.01 par value. Authorized 3,000,000 shares; issued and outstanding 1,459,687 shares ........... 14,597 Additional paid-in capital .................................. 3,285,986 Retained earnings ........................................... 1,693,897 ---------- Total stockholders' equity .......................... 4,994,480 ========== $6,828,263 ========== See accompanying notes to condensed consolidated financial statements INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Operations For the Six Months Ended March 31, 1996, and 1995 (Unaudited) 1996 1995 Revenues: Commissions $4,485,601 3,109,107 Net dealer inventory and investment gains 1,235,565 699,216 Other revenue 281,960 193,575 ---------- ---------- Total revenues 6,003,126 4,001,898 --------- --------- Expenses: Commissions and clearing fees 2,494,831 1,828,969 Employees compensation and benefits 1,272,208 818,874 Communications and promotions 866,047 702,812 Other operating expenses 624,847 480,415 --------- --------- Total expenses ............ 5,257,933 3,831,070 --------- --------- Income before income taxes 745,193 170,828 Income tax expense 303,507 87,489 ------- ------- Net income $ 441,686 83,339 ======= ====== Earnings per common and dilutive common equivalent share: Primary: $ .241 .057 Fully diluted: $ .241 .057 Weighted average number of common and dilutive common equivalent shares outstanding: Primary 2,119,336 1,462,068 Fully diluted 2,119,336 1,462,068 See accompanying notes to condensed consolidated financial statements. INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 1996, and 1995 (Unaudited) 1996 1995 Revenues: Commissions ................................... $2,604,241 1,405,398 Net dealer inventory and investment gains ..... 614,647 357,670 Other revenue ................................. 124,906 128,183 ---------- ---------- Total revenues ........................ 3,343,794 1,891,251 ---------- ---------- Expenses: Commissions and clearing fees ................. 1,443,190 816,870 Employees compensation and benefits ........... 723,904 392,367 Communications and promotions ................. 439,160 343,932 Other operating expenses ...................... 314,737 241,954 --------- ---------- Total expenses ........................ 2,920,991 1,795,123 ---------- ---------- Income before income taxes ......................... 422,803 96,128 Income tax expense ................................. 168,214 55,444 ---------- ---------- Net Income ......................................... $ 254,589 40,684 ========== ========== Earnings per common and dilutive common equivalent share: Primary: ................................. $ .130 .028 Fully diluted: ........................... $ .130 .028 Weighted average number of common and dilutive common equivalent shares outstanding: Primary .................................. 2,234,452 1,460,887 Fully diluted ............................ 2,234,452 1,460,887 See accompanying notes to condensed consolidated financial statements. INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows For the Six Months Ended March 31, 1996, and 1995 (Unaudited)
1996 1995 Cash flows from operating activities: Net income $441,686 83,339 Adjustments to reconcile net income to net cash used for operating activities: Net amortization and appreciation of short-term investments (48,439) (36,311) Loss on disposal of property and equipment 0 216 Depreciation and amortization 57,779 39,329 Deferred income taxes (1,085) (19,907) Cash provided by (used for) changes in: Receivable from clearing broker (229,346) (416,877) Receivable from affiliated company 8,457 (10,692) Other receivables 19,001 20,378 Refundable income taxes 0 (3,364) Securities owned (1,129,755) (100,750) Other assets 400 (3,664) Payable to clearing broker 0 (573,394) Securities sold, but not yet purchased 480,269 (55,926) Accounts payable 5,907 92,272 Accrued salaries, commissions and benefits (49,037) (255,089) Other accrued expenses 230 (14,465) Income taxes payable (144,408) (285,190) Other liabilities 93 90 --------------- --------------- Net cash used for operating activities (588,248) (1,540,005) --------------- --------------- Cash flows from investing activities: Disposal of short-term investments 5,279,000 1,191,000 Acquisition of short-term investments (5,053,161) (1,190,316) Acquisition of property, equipment & other assets (178,093) (63,363) Repayments of loan to Employee Stock Ownership Plan 0 54,000 --------------- --------------- Net cash provided by (used for) investing activities 47,746 (7,619) --------------- --------------- See accompanying notes to condensed consolidated financial statements. (continued)
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows, Continued
1996 1995 Cash flows from financing activities: Acquisition of common shares for repurchase plan (4,693) 0 Acquisition of redeemable common shares for treasury 0 (21,435) --------------- --------------- Net cash used for financing activities (4,693) (21,435) --------------- --------------- Net decrease in cash (545,195) (1,569,059) Cash and cash equivalents at beginning of period 1,604,871 2,010,266 --------------- --------------- Cash and cash equivalents at end of period $ 1,059,676 441,207 =============== =============== Supplemental disclosure of cash flow information: Cash paid for interest $ 4,440 898 =============== =============== Income taxes paid $ 449,000 395,950 =============== ===============
Noncash financing activities: During December, 1994, the Company retired treasury stock with a cost of $21,435 representing 4,513 shares of the Company's common stock. The retirement of the treasury stock has been recorded as a reduction of common stock and retained earnings. See accompanying notes to condensed consolidated financial statements. INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements March 31, 1996, and 1995 (1) Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions and requirements of Form 10-QSB and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of Management, such financial statements reflect all adjustments necessary for a fair statement of the results of operations, cash flows and financial position for the interim periods presented. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company's audited consolidated financial statements for the year ending September 30, 1995, filed on Form 10-KSB and Amendment No. 1 to Form 10-KSB (SEC File Number 33-70334-A). As used in this Form 10-QSB, the term'Company' refers, unless the context requires otherwise, to International Assets Holding Corporation and its five wholly owned subsidiaries; International Assets Advisory Corp. ('IAAC'), Global Assets Advisors, Inc. ('GAA'), International Financial Products, Inc. ('IFP'), GlobalNet Securities, Inc. ('GNSI') and International Asset Management Corp. ('IAMC'). (2) Securities Owned and Sold, But Not Yet Purchased Marketable securities owned and sold, but not yet purchased at March 31, 1996, consist of trading and investment securities at quoted market values as follows: Sold, but not Owned yet purchased Obligation of U.S. Government ............... $1,065,215 -- Common stock and American Depository Receipts 1,565,502 895,973 Unit Investment Trusts ...................... 353,831 -- Corporate debt securities ................... 113,212 -- Foreign government obligations .............. 31,091 -- --------- ------- $3,128,851 895,973 --------- ------- INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements, continued (3) Amendment to Stock Option Plan On December 28, 1995, the Company's Board of Directors approved an amendment effective December 28, 1995, to the International Assets Holding Corporation Stock Option Plan (the 'Plan') and approved its submission to the shareholders for their approval. The amendment received shareholder approval at the annual meeting of stockholders on February 15, 1996. The Plan was initially adopted by the Board of Directors on January 23, 1993, and approved by the shareholders on November 10, 1993. The amendment to the Plan increased the number of shares available for issuance under the Plan from 250,000 to 500,000 shares. As of March 31, 1996, 425,000 option shares are granted and outstanding under the Plan. (4) Earnings Per Common Share Primary and fully diluted earnings per common and dilutive common equivalent share for the three months and the six months ended March 31, 1996, have been computed by dividing adjusted net income by the weighted average number of common and dilutive common equivalent shares outstanding. Common equivalent shares represent shares of common stock issuable upon the assumed exercise of stock options and warrants. Common equivalent shares had an antidilutive effect on the earnings per share computation for the three months and the six months ended March 31, 1995. (5) Leases The Company is obligated under various noncancelable operating leases for the rental of its office facilities and certain office equipment. Rent expense associated with operating leases amounted to $144,111 and $115,192 for the six months ended March 31, 1996, and 1995, respectively. The minimum lease payments under noncancelable operating leases as of March 31, 1996, are as follows: Year Ending September 30, 1996 293,705 1997 272,741 1998 258,312 1999 105,532 Thereafter -- --------- $1,184,603 --------- INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements, continued (6) Stock Repurchase Program On March 13, 1996, the Company announced that the Board of Directors has authorized the Company to repurchase up to $500,000 of its common stock in the open market during the remainder of the fiscal year which ends September 30, 1996. The stock purchases will be made in the open market from time to time as market conditions permit. The Company is required to comply with Rule 10b-18 of the Securities and Exchange Commission which regulates the specific terms in which shares may be repurchased. As of April 30, 1996, the Company has repurchased 1,700 shares under this repurchase program. (7) Redeemable Common Stock The Company has an Employee Stock Ownership Plan ('ESOP') with 357,715 unregistered common shares and 3,000 registered common shares. All registered and unregistered shares have been allocated to ESOP participants as of March 31, 1996. In the event of termination of employment of an ESOP participant, the Company may be obligated to issue a put option to a terminated participant which may require the Company to redeem, within 60 days of issuance of the put option, the participants' vested shares of the Company's common stock. Pursuant to the ESOP the redemption price of the put option will be the current fair market value as of the date of the issuance of the put option. If a put option is required to be issued, it shall be issued as soon as administratively practicable following the close of the plan year in which the participant terminated employment. The plan year for the ESOP is the calendar year. As of March 31, 1996, there are approximately 19,300 vested shares allocated to participants that terminated employment during the 1996 plan year. If the Company's shares distributed to a participant are registered and tradable on an established securities market, the Company is not required to provide a put option to the participant. The Company is in the process of preparing a registration statement for the unregistered shares held by the ESOP. It is currently anticipated that this registration process will be completed before the end of the 1996 calendar year end. It is also anticipated that the 19,300 vested shares allocated to terminated participants will be registered before the end of the ESOP plan year and the Company's requirement to issue put options will terminate at that time. ITEM 2. MANAGEMENt'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. The Company's assets have increased from $6,101,325 at September 30, 1995, to $6,828,263 at March 31, 1996, and the Company's liabilities increased from $1,543,837 at September 30, 1995, to $1,833,783 at March 31, 1996. The increase in the net assets (assets less liabilities) of $436,992 primarily relates to the net income earned for the six month fiscal period. The Company's condensed consolidated balance sheet at March 31, 1996, reflects a receivable from clearing broker, for trades which had not yet settled for cash, due to the proceeds from the sale of securities exceeding the cost of securities purchased. Results of Operations: Six Months Ended March 31, 1996, as Compared to the Six Months Ended March 31, 1995 The earnings of the Company are subject to wide fluctuations since many factors over which the Company has little or no control, particularly the overall volume of trading and the volatility and general level of market prices, may significantly affect its operations. The Company's revenues are derived primarily from commissions earned on the sale of securities and trading income in securities purchased or sold for the Company's account. For the six months ended March 31, 1996, and 1995, approximately 75% and 78%, respectively, of the Company's revenues were derived from commissions earned on the sale of securities. For the six months ended March 31, 1996, and 1995, approximately 21% and 17%, respectively, of the Company's total revenues were from net dealer inventory and investment gains. Total revenues increased by approximately 50% for the six months ended March 31, 1996, as compared to the six months ended March 31, 1995, despite a decrease in the average number of account executives from 43, as of March 31, 1995, to 41, as of March 31, 1996, or a decrease of 5%. The increase in revenues was attributable to the strong investment markets during the six months ended March 31, 1996, which resulted in an increase in the average dollar amount of trades and an increase in trading volume during the six months ended March 31, 1996, as compared to the six months ended March 31, 1995. Commission revenue increased approximately 44% while net dealer inventory and investment gains (trading revenue) increased approximately 77% for the six months ended March 31, 1996, as compared to the six months ended March 31, 1995. The increase in trading revenue is primarily attributable to substantial increases in the Company's wholesale trading and retail trading activities. The Company's trading department primarily concentrates on global securities which it believes are likely to be traded by the Company's clients. By focusing on these types of securities, trading revenue is more directly related to commission revenue and order flow. Other revenues increased approximately 46% during the six months ended March 31, 1996, as compared to the six months ended March 31, 1995. The increase in other revenue during the six months ended March 31, 1996, is partially due to an increase in interest earned on short and long term U.S. government securities held by the Company, fees for money management and sales of other financial products. The major expenses incurred by the Company relate to employees' compensation and benefits, direct costs of securities operations such as commissions and clearing fees, and communications and promotions expense. Total expenses increased by approximately 37% for the six months ended March 31, 1996, as compared to the same period in 1995. This increase is primarily attributable to increases in commissions and clearing fees, employees compensation and benefits , communications and promotions and other operating expenses. Commissions and clearing expenses increased approximately 36% during the six months ended March 31, 1996, as compared to the same period in 1995. This increase is directly related to the increased commission revenue and increased trading activity. Employee compensation and benefits expense rose 55% during the six months ended March 31, 1996, as compared to the six months ended March 31, 1995. The increase in employee compensation and benefits is primarily due to increases in performance based bonus accruals based on the increase in net income by the Company during the six months ended March 31, 1996, as compared to the six months ended March 31, 1995. Overall promotion and communication expenses increased 23% primarily due to additional total personnel and increased promotional activities during the six months ended March 31, 1996, as compared to the six months ended March 31, 1995. Other operating expenses increased approximately 30% during the six months ended March 31, 1996, as compared to the six months ended March 31, 1995. This increase is partially attributable to an increase in rent of approximately $29,000 related to the Company's expansion of office space, an increase in leased equipment and maintenance expense of approximately $25,000 and an increase of approximately $17,000 in amortization and depreciation expense. As a result of the above, income before income taxes has increased by approximately $574,000 during the six months ended March 31, 1996, as compared to the six months ended March 31, 1995. The Company's effective income tax rate was approximately 41% and 51% for the six months ended March 31, 1996, and 1995, respectively. Three Months Ended March 31, 1996, as Compared to the Three Months Ended March 31, 1995 For the three months ended March 31, 1996, and 1995, approximately 78% and 74%, respectively, of the Company's revenues were derived from commissions earned on the sale of securities. For the three months ended March 31, 1996, and 1995, approximately 18% and 19%, respectively, of the Company's total revenues were from net dealer inventory and investment gains. Total revenues increased by approximately 77% for the three months ended March 31, 1996, as compared to the three months ended March 31, 1995, despite a decrease in the average number of account executives from 43, as of March 31, 1995, to 41, as of March 31, 1996, or a decrease of 5%. The increase in revenues was attributable to the strong investment markets during the three months ended March 31, 1996, which resulted in an increase in the average dollar amount of trades and an increase in trading volume during the three months ended March 31, 1996, as compared to the three months ended March 31, 1995. Commission revenue increased approximately 85% while net dealer inventory and investment gains (trading revenue) increased approximately 72% for the three months ended March 31, 1996, as compared to the three months ended March 31, 1995. The increase in trading revenue is primarily attributable to increases in the Company's wholesale trading and retail trading activities. The Company's trading department primarily concentrates on global securities which it believes are likely to be traded by the Company's clients. By focusing on these types of securities, trading revenue is more directly related to commission revenue and order flow. Other revenues decreased approximately 3% during the three months ended March 31, 1996, as compared to the three months ended March 31, 1995. The major expenses incurred by the Company relate to employees' compensation and benefits, direct costs of securities operations such as commissions and clearing fees, and communications and promotions expense. Total expenses increased by approximately 63% for the three months ended March 31, 1996, as compared to the same period in 1995. This increase is primarily attributable to increases in commissions and clearing fees, employees compensation and benefits, communications and promotions and other operating expenses. Commissions and clearing expenses increased approximately 77% during the three months ended March 31, 1996, as compared to the same period in 1995. This increase is directly related to the increased commission revenue and increased trading activity. Employee compensation and benefits expense rose 84% during the three months ended March 31, 1996, as compared to the three months ended March 31, 1995. The increase in employee compensation and benefits is primarily due to increases in performance based bonus accruals based on the increase in net income by the Company during the three months ended March 31, 1996, as compared to the three months ended March 31, 1995. Overall promotion and communication expenses increased 28% primarily due to additional total personnel and increased promotional activities during the three months ended March 31, 1996, as compared to the three months ended March 31, 1995. Other operating expenses increased approximately 30% during the three months ended March 31, 1996, as compared to the three months ended March 31, 1995. This increase is primarily attributable to an increase in rent related to the Company's expansion of office space, an increase in leased equipment and maintenance and an increase in amortization and depreciation expense. As a result of the above, income before income taxes has increased by approximately $327,000 during the three months ended March 31, 1996, as compared to the three months ended March 31, 1995. The Company's effective income tax rate was approximately 40% and 58% for the three months ended March 31, 1996, and 1995, respectively. Liquidity and Capital Resources A substantial portion of the Company's assets are liquid. At March 31, 1996, approximately 85% of the Company's assets consisted of cash, cash equivalents, and marketable securities. All assets are financed by the Company's equity capital, short-term borrowings from securities lending transactions and other payables. IAAC is subject to the requirements of the SEC and the NASD relating to liquidity and net capital levels. At March 31, 1996, IAAC had net capital of approximately $1,388,000, which was approximately $1,288,000 in excess of its minimum net capital requirement at that date. In the opinion of management, the Company's existing capital and cash flow from operations will be adequate to meet the Company's capital needs for at least the next 12 months in light of known and reasonably estimated trends. In addition, management believes that the Company will be able to obtain additional short or medium-term financing that may be desirable in the ordinary conduct of its business. The Company has no plans for additional financing and there can be no assurance such financing will be available. PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's annual meeting of stockholders was held on Thursday, February 15, 1996. The stockholders reelected all members of the existing Board of Directors, Diego J. Veitia, Jerome F. Miceli, Stephen A. Saker, Donald A. Halliday and Elmer L. Jacobs. The stockholders also approved the action of the Board of Directors in selecting KPMG Peat Marwick LLP to audit the financial statements of the Company and its subsidiaries for the period commencing October 1, 1995, and ending September 30, 1996. The stockholders further approved the action of the Board of Directors in adopting an amendment to the International Assets Holding Corporation Stock Option Plan to increase the total number of shares available for issuance under the Plan from 250,000 to 500,000 shares. Votes Votes Matter For Withheld Election of Diego J. Veitia as director ........... 1,139,447 12,136 Election of Jerome F.Miceli as director ............ 1,139,447 12,136 Election of Stephen A. Saker as director ........... 1,139,447 12,136 Election of Donald A. Halliday as director ......... 1,139,447 12,136 Election of Elmer L. Jacobs as director ........... 1,139,447 12,136
Votes Votes Votes Matter For Against Abstain Approval of the auditors 1,138,358 2,300 10,925 Votes Votes Votes Matter For Against Abstain No Vote Approval to amend stock option plan 882,194 94,605 35,551 139,233 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a). Exhibits 11. Computation of Earnings Per Share (Page 18 and 19 attached) b). Form 8-K No reports were filed on Form 8-K during the three months ended March 31, 1996.
INTERNATIONAL ASSETS HOLDING CORPORATION STATEMENT OF COMPUTATION OF EARNINGS PER SHARE For the Six Months Ended March 31, 1996, and 1995
1996 1995 (1) Adjustment of shares outstanding: Weighted average number of actual common shares outstanding ... 1,460,861 1,462,068 Weighted average number of additional common shares outstanding assuming the exercise of common stock equivalents (2) .... 658,475 -- Weighted average number of common and dilutive ========= ========= common equivalent shares outstanding ..................... 2,119,336 1,462,068 ========= ========= Adjustment of net income: Actual net income ............................................. $441,686 $ 83,339 Adjustment to net income assuming the investment of excess proceeds received from the assumed exercise of common stock equivalents, net of income taxes $ 68,669 -- ======== ======== Adjusted net income ........................................... $510,355 $ 83,339 ======== ======== Earnings per common and dilutive common equivalent share: Primary: ................................................. $ .241 $ .057 Fully diluted (3): ....................................... $ .241 $ .057
- - -------------------------------------------------------------------------------- (1) In 1995, the common stock equivalents (common stock warrants and common stock options) are antidilutive, therefore, no common stock equivalents are assumed to be exercised. (2) This calculation assumes that of all the additional common shares outstanding, assuming the exercise of all common stock equivalents, 291,937 shares of common stock are re-acquired as of the beginning of the 1996 fiscal year. (3) In 1996, there were no other potentially dilutive securities present other than the common stock equivalents (common stock warrants and common stock options), therefore, primary and fully diluted earnings per share amounts are the same. INTERNATIONAL ASSETS HOLDING CORPORATION STATEMENT OF COMPUTATION OF EARNINGS PER SHARE For the Three Months Ended March 31, 1996, and 1995
1996 1995 (1) Adjustment of shares outstanding: Weighted average number of actual common shares outstanding 1,460,834 1,460,887 Weighted average number of additional common shares outstanding assuming the exercise of common stock equivalents (2) 773,618 -- Weighted average number of common and dilutive ============== ============== common equivalent shares outstanding 2,234,452 1,460,887 ============== ============== Adjustment of net income: Actual net income $254,589 $40,684 Adjustment to net income assuming the investment of excess proceeds received from the assumed exercise of common stock equivalents, net of income taxes $35,468 -- ============== ============== Adjusted net income $290,057 $40,684 ============== ============== Earnings per common and dilutive common equivalent share: Primary: $.130 $.028 Fully diluted (3): $.130 $.028
- - ------------------------------------------------------------------------------- (1) In 1995, the common stock equivalents (common stock warrants and common stock options) are antidilutive, therefore, no common stock equivalents are assumed to be exercised. (2) This calculation assumes that of all the additional common shares outstanding, assuming the exercise of all common stock equivalents, 291,937 shares of common stock are re-acquired as of the beginning of the 1996 fiscal year. (3) In 1996, there were no other potentially dilutive securities present other than the common stock equivalents (common stock warrants and common stock options), therefore, primary and fully diluted earnings per share amounts are the same. Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTERNATIONAL ASSETS HOLDING CORPORATION Date 05/14/96 /s/ Jerome F. Miceli Jerome F. Miceli President and Chief Operating Officer Date 05/14/96 /s/ Jonathan C. Hinz Jonathan C. Hinz Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----