UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 5, 1995
Commission File Number: 0-16240
JB OXFORD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
UTAH 95-4099866
(State of incorporation) (IRS Employer Identification No.)
9665 Wilshire Blvd., Third Floor, Beverly Hills, CA 90212
(Address of principle executive offices) (Zip Code)
(310) 777-8888
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
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JB Oxford Holdings, Inc. ("JBOH") has authorized and approved the issuance of a
series of Convertible Preferred Stock ("Preferred Stock"). The non-voting
Preferred Stock has a $10.00 par value and is convertible to common stock at the
rate of $0.90 per share of common stock, based upon the par value of the
Preferred Stock. The Preferred Stock currently pays a quarterly dividend of
11%, which will increase periodically to a maximum of 15%. Dividends are
cumulative, and the Company has certain redemption rights. The Company has also
negotiated and approved an Exchange Agreement with a shareholder and noteholder
of the Company to exchange a portion of its 9% Senior Secured Convertible Notes,
pursuant to the Senior Secured Convertible Note Purchase Agreement dated March
10, 1995, for Preferred Stock. Pursuant to the Exchange Agreement, JBOH will
reduce its term debt in the aggregate principal amount of two million dollars,
in exchange for the issuance of 200,000 shares of Preferred Stock. This
transaction has the effect of increasing stockholders' equity by the amount of
$2 million.
The same shareholder of the Company has informed Management that he is going to
exercise 555,555 "A" Warrants which he holds in JBOH. Each Warrant is
exercisable for one share of common stock upon payment of the exercise price of
$0.85. This transaction will bring an additional $466,666.00 of paid-in capital
to the Company.
These two transactions have the impact of increasing the stockholders' equity in
the Company from a previous deficit of $589,393.00, as reported in the Form 10-Q
for the period ended March 31, 1995, to a positive equity in the amount of
$1,993,405.00, on a pro-forma basis.
The following Pro Forma Consolidated Balance Sheet and Pro Forma Consolidated
Income Statement at April 30, 1995, and for the period then ended, gives effect
to the conversion of convertible notes to preferred stock as if the conversion,
as described above, occurred on January 1, 1995. This pro forma information
should be read in conjunction with the historical financial statements and notes
included in Forms 10-K and 10-Q at December 31, 1994 and March 31, 1995,
respectively. These statements do not purport to be indicative of the results
of operations which actually would have occurred had the conversion occurred on
January 1, 1995 or which may be expected to occur in the future.
JB Oxford Holdings, Inc.
Consolidated Pro Forma Balance Sheet
April 30,1995
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
ASSETS
Cash and Cash Equivalents $ 15,728,794 (B) 472,222 $16,201,016
Cash Segregated Under
Regulations 9,288,042 9,288,042
Receivable From Brokers 24,960,060 24,960,060
Receivable From Customers 93,237,393 93,237,393
Other Receivables 458,268 458,268
Marketable Securities 1,740,642 1,740,642
Property and Equipment 1,350,489 1,350,489
Income Taxes Refundable 359,000 359,000
Deferred Income Taxes 1,774,652 1,774,652
Other Assets 806,467 806,467
-------------- --------------
TOTAL ASSETS $ 149,703,806 $ 150,176,028
============== ==============
LIABILITIES
Short-term Bank Notes Payable $ 380,692 380,692
Payable to Brokers 32,969,397 32,969,397
Payable to Customers 102,078,557 102,078,557
Securities Sold 1,150,676 1,150,676
Accounts Payable & Accrued
Liabilities 4,519,896 37,333 4,557,229
Loans from Stockholders 7,083,405 (A) (2,000,000) 5,083,405
Subordinated Debt 2,000,000 2,000,000
-------------- --------------
TOTAL LIABILITIES 150,182,623 148,219,956
-------------- --------------
STOCKHOLDERS' EQUITY
Common Stock 64,330 (B) 5,556 69,886
Preferred Stock - (A) 2,000,000 2,000,000
Additional Paid In Capital 7,525,074 (B) 466,666 7,991,740
Retained Earnings (8,188,485) (8,188,485)
Net Income - Current 120,265 36,000 156,265
Dividends Paid - (A) (73,333) (73,333)
-------------- --------------
TOTAL STOCKHOLDERS' EQUITY (478,817) 472,222 1,956,072
-------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 149,703,806 $ 150,176,028
============== ==============
JB Oxford Holdings, Inc.
Consolidated Pro Forma Income Statement
For the Four Months Ending April 30, 1995
(Unaudited)
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
REVENUES
Clearing and Execution $ 3,462,009 $ 3,462,009
Trading Profits 892,371 892,371
Commissions 1,608,437 1,608,437
Fee Income 50,000 50,000
Interest Revenues 1,589,732 1,589,732
Other Revenues 174,211 174,211
-------------- --------------
Total Revenues 7,776,759 7,776,759
-------------- --------------
EXPENSES
Employee Compensation 1,575,227 1,575,227
Commission Expense 758,115 758,115
Clearing and Floor Brokerage 678,037 678,037
Communications 802,107 802,107
Occupancy and Equipment 449,066 449,066
Interest Expense 1,144,216 (C) (60,000) 1,084,216
Data Processing 822,976 822,976
Professional Services 698,328 698,328
Promotional 409,675 409,675
Bad Debts 4,590 4,590
Other Expenses 233,757 233,757
-------------- --------------
Total Expenses 7,576,094 7,516,094
-------------- --------------
Income Before Income Taxes 200,665 260,665
Provision for Income Taxes (80,400) (C) (24,000) (104,400)
-------------- --------------
Net Income $ 120,265 $ 156,265
============== ==============
J B Oxford Holdings, Inc.
Notes to Pro Forma Financial Information
April 30, 1995
(A)Issuance of convertible preferred stock in exchange for the Senior Secured
Convertible Note and related dividend payments.
(B)Exercise of 555,555 `A'' Warrants for common stock at the exercise price of
$.85 per common share.
(C)Decrease in interest expense, net of income taxes, on convertible notes.
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange
Act of 1934, JB OXFORD HOLDINGS, INC. has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
JB OXFORD HOLDINGS, INC.
By: Stephen Rubenstein
President and Chief Executive Officer
Date: June 7, 1995
