UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 0-16240
JB OXFORD HOLDINGS, INC.
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UTAH 95-4099866
(State of incorporation or organization) (I.R.S. EIN)
9665 Wilshire Blvd., Suite 300; Beverly Hills, California 90212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 777-8888
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange
- ------------------------------------------------- -------------------------
Common stock, $0.01 par value:
8,750,205 shares outstanding at November 1, 1996 NASDAQ
Non-Voting Preferred stock, $10.00 par value:
200,000 shares outstanding at November 1, 1996 N/A
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Indicate by check mark whether the Registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
September 30,
1996 December 31
(Unaudited) 1995
------------- -------------
ASSETS:
Cash and cash equivalents $ 7,723,279 $ 15,949,577
Cash segregated under federal and other
regulations 96,966,060 43,702
Receivable from broker/dealers and clearing
organizations (Net of allowance for
doubtful accounts of $2,103,802 for both
periods) 7,158,504 6,607,553
Receivable from customers (Net of allowance
for doubtful accounts of $4,311,404 and
$4,333,291) 177,231,304 143,169,584
Other receivables (Net of allowance for
doubtful accounts of $1,979,793 for both
periods) 1,183,197 868,599
Securities owned - at market value 5,642,924 4,587,422
Furniture, equipment and leasehold
improvements (At cost - less accumulated
depreciation and amortization of
$2,632,228 and $2,011,326) 2,866,209 2,043,847
Deferred income taxes (Net of valuation
allowance of $500,000 for both periods) 1,379,170 1,379,170
Other assets 5,952,594 1,114,838
------------- -------------
TOTAL ASSETS $ 306,103,241 $ 175,764,292
============= =============
See accompanying notes to Consolidated Financial Statements.
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
September 30,
1996 December 31
(Unaudited) 1995
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
Payable to broker/dealers and clearing
organizations $ 43,674,063 $ 30,080,110
Payable to customers 239,640,360 121,583,187
Securities sold not yet purchased - at
market value 123,737 224,163
Accounts payable and accrued liabilities 4,515,916 7,939,221
Income taxes payable -- 621,291
Loans from stockholders 4,421,311 4,622,543
Notes payable 132,409 249,840
Loans subordinated to the claims of general
creditors 2,000,000 2,000,000
------------- -------------
TOTAL LIABILITIES 294,507,796 167,320,355
------------- -------------
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS' EQUITY:
Convertible preferred stock ($10 par value
200,000 shares authorized; 200,000
issued and outstanding for both periods) 2,000,000 2,000,000
Common stock ($.01 par value 100,000,000
shares authorized; 8,750,205 and
8,655,205 shares issued and outstanding) 87,502 86,552
Additional paid-in capital 9,541,596 9,447,296
Accumulated deficit (33,653) (3,089,911)
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TOTAL STOCKHOLDERS' EQUITY 11,595,445 8,443,937
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 306,103,241 $ 175,764,292
============= =============
See accompanying notes to Consolidated Financial Statements
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Nine Months Ended
September 30,
-----------------------------
1996 1995
------------- -------------
REVENUES:
Clearing and execution $ 14,836,620 $ 10,893,443
Trading profits 1,986,922 3,359,662
Commissions 13,853,917 5,665,536
Interest 9,997,497 4,978,722
Other 2,770,526 898,861
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Total Revenues 43,445,482 25,796,224
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EXPENSES:
Employee compensation 6,546,358 3,807,451
Commission expense 6,021,739 3,288,372
Clearing and floor brokerage 1,602,262 2,005,213
Communications 4,157,246 2,192,567
Occupancy 1,989,734 1,496,628
Interest 5,649,011 3,100,667
Data processing charges 3,070,670 2,161,247
Professional services 2,931,612 1,541,181
Promotional 2,726,955 1,245,901
Bad debts 1,789,346 242,275
Other operating expenses 1,559,141 804,507
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Total Expenses 38,044,074 21,886,009
------------- -------------
Income Before Income Taxes 5,401,408 3,910,215
Income Tax Provision 2,180,000 1,564,000
------------- -------------
Net Income $ 3,221,408 $ 2,346,215
============= =============
Primary Net Income Per Share $ .31 $ .29
Fully Diluted Income Per Share $ .19 $ .17
Weighted average number of shares of common
stock & common stock equivalents
Primary 9,874,075 8,165,800
Fully diluted 18,295,386 14,528,022
See accompanying notes to Consolidated Financial Statements.
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Three Months Ended
September 30,
---------------------------
1996 1995
------------- -------------
REVENUES:
Clearing and execution $ 4,512,869 $ 4,853,582
Trading profits 1,222,426 1,592,983
Commissions 3,913,463 2,700,459
Interest 3,832,904 2,307,736
Other 877,544 458,063
------------- -------------
Total Revenues 14,359,206 11,912,823
------------- -------------
EXPENSES:
Employee compensation 2,276,038 1,371,085
Commission expense 1,610,461 1,570,858
Clearing and floor brokerage 572,272 887,078
Communications 1,370,607 898,896
Occupancy 753,622 766,043
Interest 2,134,568 1,270,503
Data processing charges 948,463 811,904
Professional services 820,199 848,807
Promotional 1,017,503 478,843
Bad debts 733,519 155,553
Other operating expenses 606,486 362,449
------------- -------------
Total Expenses 12,843,738 9,422,019
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Income Before Income Taxes 1,515,468 2,490,804
Income Tax Provision 625,000 996,000
------------- -------------
Net Income $ 890,468 $ 1,494,804
============= =============
Primary Net Income Per Share $ .09 $ .16
Fully Diluted Income Per Share $ .05 $ .10
Weighted average number of shares of common
stock & common stock equivalents
Primary 9,734,828 9,555,706
Fully diluted 18,156,139 15,917,928
See accompanying notes to Consolidated Financial Statements.
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Nine Months Ended
September 30,
-------------------------
1996 1995
------------- ------------
Increase (decrease) in cash and cash
equivalents:
Cash flows from operating activities:
Net income $ 3,221,408 $ 2,346,215
Adjustments to reconcile net income to cash used
in operating activities:
Depreciation and amortization 622,747 327,037
Deferred rent 70,762 1,877
Provision for bad debts 512,514 242,275
Changes in assets and liabilities:
Cash segregated under federal and other
regulations (96,922,358) 9,634,565
Receivable from broker/dealers and clearing
organizations (550,951) 453,271
Receivable from customers (34,039,833) (141,057,743)
Other receivables (848,999) (1,137,413)
Securities owned (1,055,502) (2,905,023)
Other assets (4,703,955) 88,269
Payable to broker/dealers and clearing
organizations 13,593,953 18,985,996
Payable to customers 118,057,173 113,617,215
Securities sold not yet purchased (100,426) 2,664,536
Accounts payable and accrued liabilities (3,494,066) 1,770,381
Income taxes payable/receivable (755,092) 1,723,000
------------- -------------
Net cash provided by (used in) operating
activities (6,392,625) 6,754,458
------------- -------------
Cash flows from investing activities:
Capital expenditures (1,445,109) (606,143)
------------- -------------
Net cash used in investing activities (1,445,109) (606,143)
------------- -------------
Cash flows from financing activities:
Repayments of notes payable (117,432) (154,661)
Advances (repayments) on short term borrowing -- (11,227,859)
Subordinated loans -- 2,000,000
Loans from stockholders -- 2,581,948
Issuance of common stock 95,250 1,944,444
Repayments of loans from stockholders (201,232) --
Payment of cash dividends - preferred stock (165,150) --
------------- -------------
Net cash used in financing activities (388,564) (4,856,128)
------------- -------------
Net increase (decrease) in cash and cash
equivalents (8,226,298) 1,292,187
Cash and cash equivalents at beginning of period 15,949,577 156,984
------------- -------------
Cash and cash equivalents at end of period $ 7,723,279 $ 1,449,171
============ ============
See accompanying notes to Consolidated Financial Statements.
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. COMPANY'S QUARTERLY REPORT UNDER FORM 10-Q
In the opinion of Management, the accompanying unaudited financial
statements contain all adjustments (all of which are normal and recurring in
nature) necessary to present fairly the financial statements of JB Oxford
Holdings, Inc. and subsidiaries ("the Company") for the periods presented.
The accompanying financial information should be read in conjunction with the
Company's 1995 Annual Report on Form 10-K. Footnote disclosures that
substantially duplicate those in the Company's Annual Audited Report on Form
10-K, including significant accounting policies, have been omitted.
The Company's major subsidiary, JB Oxford & Co. ("JBOC") is consolidated
in the quarterly financial information as of September 27, 1996 and September
29, 1995, because the last settlement Friday of each month is consistently
treated as month end. Accordingly, this is reflected in the consolidated
financial statements of the Company.
NOTE 2. REGULATORY REQUIREMENTS
JBOC is subject to the Securities and Exchange Commission's Uniform Net
Capital Rule (Rule 15c3-1), which requires the maintenance of minimum net
capital.
At September 30, 1996, JBOC had net capital of $12,768,924 which was 7%
of aggregate debit balances and $9,169,777 in excess of the minimum amount
required. At December 31, 1995 JBOC had net capital of $12,494,561 which was
9% of aggregate debit balances and $9,598,267 in excess of the minimum amount
required.
Cash is segregated in special reserve bank accounts for the exclusive
benefit of customers under Rule 15c3-3 of the Securities and Exchange Act of
1934 as amended. Included in the special reserve accounts are securities
purchased under agreements to resell on an overnight basis in the amount of
$96,721,560. Securities purchased are U.S. Treasury instruments having a
market value of 102% of cash tendered. The Company purchased an additional
$3,000,000 of these securities on October 1, 1996 pursuant to these rules.
NOTE 3. CONTINGENT LIABILITIES
In the ordinary conduct of business, the Company and/or its subsidiaries
have been named as Defendants in several lawsuits and arbitration matters or
have instituted legal proceedings as Plaintiffs to recover moneys owing, the
most significant of which follow:
a)
his customer account and damages of $750,000. The claimant alleged that
Reynolds Kendrick Stratton, Inc. ("RKSI") and current and former principals
breached fiduciary duties and failed to disclose material information. The
ultimate outcome is not determinable at this stage and Management intends
to vigorously contest this matter.
b)
RKSI and former principals breached fiduciary duties, recommended non
suitable investments, fraud, and failure to disclose material information.
JBOC has been named as an alleged successor to RKSI; JBOH has been named
as the parent company. Claimants seek damages in the amount of $482,000.
The ultimate outcome is not determinable at this stage and Management
intends to vigorously contest this matter.
c)
of New York. A claim was brought by former counsel for the Company and
alleges payment due for professional services in the amount of $681,217.
An answer and counter claim by the Company was filed asserting among other
claims that the Company was overcharged for services. The ultimate outcome
and range of possible loss, if any, is not determinable at this stage.
Management intends to vigorously contest this matter.
d)
October 1995 to include JBOC, the claimant alleged breach of contract by
former employees, misappropriation and conversion of confidential and
proprietary information, and interference with prospective economic
relationships. Claimant is seeking injunctive relief and damages in excess
of $10 million, although Claimant has not provided any specific basis for
this figure. Four of the five causes of action against JBOC were dismissed
on summary judgment, and the arbitration hearing has commenced on the
remaining claim, interference with prospective economic relations.
Management intends to vigorously contest this matter.
The ultimate outcome of the uncertainties discussed above is unknown.
Moreover, due to the nature of arbitration matters, it is impossible to
predict the ultimate outcome and/or range of loss. Accordingly, no provision
for any liability that might result has been made in the accompanying
financial statements.
NOTE 4. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
For the Nine Months Ended
September 30,
-----------------------------
1996 1995
(Unaudited) (Unaudited)
------------- -------------
Supplemental Disclosures of Cash Flow
Information
Cash paid during the period for:
Interest $ 5,686,859 $ 1,910,313
Income taxes 3,260,996 --
Supplemental schedule of noncash investing and financing activities:
On June 5, 1995 $2,000,000 of the 9% Senior Secured
Convertible Note was exchanged for 200,000 shares of $10
par value non-voting convertible preferred stock.
Increase in equity through the reduction
of debt $ -- $ 2,000,000
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Changes in Financial Condition
- ------------------------------
The Company's financial condition continued to improve as in past
quarters, consistent with the Company's continued growth. Total assets at
September 30, 1996 increased in excess of $130 million from the beginning of
the year representing a 74% growth. Net assets (assets less liabilities) of
the Company increased over $3 million or 37% from December 31, 1995.
The largest increase in assets was $96.9 million in cash segregated under
federal regulations which relates directly to the increase in payable to
customers of over $118 million. Concurrently, as a result of the continued
growth of the broker-dealer subsidiary, receivable from customers also
increased $34 million or 24% from December 31, 1995 to September 30, 1996.
Other assets increased $4.7 million or 422% from an increase in clearing
deposits required by the new clearing and depository corporations. Cash
decreased $8.2 million or 52% primarily from operational needs. Uses and
sources of cash are discussed in more detail below at Liquidity and Capital
Resources.
At September 30, 1996 and December 31, 1995, the Company had recorded a
deferred income tax asset of $1,379,190 net of a valuation allowance of
$500,000. There has been no change in the valuation allowance since the
issuance of the audited financial statements.
Total liabilities increased $127 million or 76% during the nine months
ended September 30, 1996, consistent with the growth in assets. Payable to
customers as discussed above with segregated cash increased $118 million or
97% from December 1995 to September 1996. Payable to customers represent 81%
of the total liabilities of the Company; this is up from 77% at June 30, 1996
and 73% at December 31, 1995. Payable to broker dealers increased by $13.6
million or 45% during the nine months ended September 30, 1996. Accounts
payable and accrued liabilities decreased by $3.4 million or 43% during the
nine months ended September 30, 1996, primarily from the elimination of a bank
overdraft at December 31, 1995.
Comparison of Operations
- ------------------------
Earnings and revenue continued to show improvement over 1995, although a
bit slowed from the previous quarter. The Company recorded net income of
$890,468 for the quarter ended September 30, 1996 compared to $1,494,803 for
the comparable quarter in 1995 for a decrease of $604,000; and net income of
$3,221,408 for the nine months then ended compared to $2,346,215 in 1995 for
an increase of $875,000.
Total revenue increased $17.6 million or 68% for the nine months ended
September 30, 1996 compared to the same nine months in 1995. Revenues for the
quarter ended September 30, 1996 increased $2.4 million or 21% compared to the
quarter ended September 30, 1995 and decreased $1.8 million or 11% from the
previous quarter.
Clearing and execution revenue increased by $3.9 million or 36% during
the first nine months of 1996 compared to the same period in 1995. Comparing
those same periods, trade transactions increased 24% and the average price
charged per transaction increased 9%. Based on current data, the Company
anticipates continued revenue growth in this area, specifically from
increasing trade transactions, although Management expects a decrease in the
average price charged per transaction from competitive factors and changes in
the business mix.
Commission revenue increased $8.2 million or 145% during the first nine
months of 1996 compared to the same period in 1995. Net commissions
(commission revenue less commission expense) increased $5.5 million during the
same period from a 103% increase in transaction volume. In addition, the
average price of commission earned per trade increased by 20% during the nine
months ended September 30, 1996 over the same nine months in 1995.
Interest revenue increased by $4.6 million or 84% during the first nine
months of 1996 compared to the first nine months of 1995 from increased
customer margin balances. Net interest income increased $2.0 million or 85%
during the first three quarters of 1996 over 1995.
Trading profits declined $1.3 million or 41% during the first nine months
of 1996 compared to the same period in 1995; however, trading profits
increased $739,000 or 152% from the second to the third quarter of 1996.
The Company's total expenses increased by $16.2 million or 74% during the
first nine months of 1996 compared to the same period of 1995. This increase
is slightly more than the 68% increase in revenue described above. The most
significant of this increase was commission expense of $2.7 million or 83%
relating to the 145% increase in commission revenue above. Interest expense
increased by $2.5 million or 82%, directly relating to the increase in
interest revenue described above.
Salaries and other operational expenses have increased as a result of
management's efforts to expand the discount division of the broker dealer
subsidiary, and the resultant increase in transaction volume and related
revenue. Promotional expense increased $1.5 million or 119% over the first
nine months of the previous year to support the newly opened Boston and Miami
offices, as well as the launching of the JB Oxford Internet Investment Center.
See further discussion in the Recent Developments section.
Bad debts of the Company have increased $1.5 million or 639% during the
nine months ended September 30, 1996 over the same nine months of the previous
year from isolated issues in the deep discount business and further costs
associated with the winding down of inactive subsidiaries.
Clearing expense decreased $403,000 or 20% from the first nine months of
1996 compared to the first nine months of 1995 from a change in the clearing
corporation used by the broker dealer subsidiary. This has resulted in a
substantial decrease in clearing and safekeeping expenses. The actual savings
is greater than 20% in light of the 37% increase in overall trade transaction
volume for the nine months ended September 30, 1996 over the same period in
1995.
Liquidity and Capital Resources
- -------------------------------
The Company's liquidity and financial condition remain sound at the end
of the third quarter of 1996. The Company's ratio of equity to total assets
decreased during the quarter, from 4.0% to 3.8% from the significant growth in
assets as described above.
Cash decreased $8.2 million of which $6.4 million was used for
operations, the most significant of which was for cash and cash equivalents
segregated under federal and other regulations for $96.9 million. This was
offset by a $84 million net cash inflow from customers. The other significant
uses of cash in operations was for the higher deposit requirements by the new
depository and clearing corporation of nearly $4.8 million, and the paydown of
nearly $3.5 million of accounts payable and accrued liabilities. The largest
source of operating cash was from broker/dealers providing a net cash inflow
of $13 million.
The Company used cash of $1.4 million in investing activities to acquire
property and equipment relating to the opening of the Boston and Miami
offices, as well as the development of the JB Oxford Internet Investment
Center. Currently, the Company has no significant commitment for capital
expenditures. Cash of $389,000 was used in financing activities in payment of
principle on subordinated debentures and dividends on preferred stock.
Recent Expansions and Developments
- ----------------------------------
JBOC introduced the JB Oxford Internet Investment Center in August 1996
as an on -line product providing a complete menu of financial services to
customers. During the third quarter, the daily number of orders processed by
JBOC's electronic products more than doubled to between 800-1000. Management
continues to believe that JBOC's electronic trading products, JB On-line,
Telephone Trader and the JB Oxford Internet Investment Center, coupled with
traditional broker-related deep discount services, will enable JBOC to meet
the growing needs of investors both domestically and internationally. JBOC
currently receives orders over the Internet from customers in Europe and the
Far East and is currently in the process of opening representative offices in
Taiwan, Hong Kong and Beijing. Access to the Internet is available at
http://www.jboxford.com.
In October 1996, Management appointed Felix A. Oeri as Head of
International Operations of JBOC. Mr. Oeri has been associated with the
Company as a shareholder since 1994, and currently sits on the Board of
Directors. Mr. Oeri is also the Chairman and CEO of Oeri Finance Inc., a
Swiss financial institution and trust company. Mr. Oeri has over 30 years
experience with international finance, banking and securities institutions,
and is a former member of Grosser Rat des Kantons Basel-Stadt (Cantonal
Parliament). Mr. Oeri will continue to be based in JBOC's Basel, Switzerland
office where his reputation in the European marketplace will assist the
Company in further development of the Company's international customer base.
Management believes that the European investors' appetite for investing in US
securities is on the rise. JBOC's low commission schedule, innovative on-line
trading products, and timely execution of trades position JBOC to be a leader
in this newly emerging deep discount arena overseas.
During the third quarter, the Company continued to incur certain
expenses, primarily legal, in connection with winding down the affairs of
RKSI, its non-operating subsidiary. Management believes that the affairs of
RKSI should substantially be wound down by the end of the first quarter of
1997. Additional factors which contributed to a decrease in earnings for the
current quarter as compared to the same quarter in 1995 include increased
expenditures for advertising and promotion as well as for communications and
technology associated with the JBOC's on-line products. While the Company has
sacrificed current earnings to invest in technology, Management believes this
expansion is fundamental to JBOC's future business prospects. The continued
increase in revenues is a positive indicator, Management believes, that the
objectives of the Company's business plan are being met.
Management has decided to wind down JBOC's Capital Markets Division in
line with its current strategy of focusing primarily on its core businesses of
online and broker-related discount brokerage and correspondent clearing.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary conduct of business, the Company and/or its subsidiaries
have been named as Defendants in several lawsuits and arbitration matters or
have instituted legal proceedings as Plaintiffs to recover moneys owing.
There have been no material pending legal proceedings other than ordinary
routine litigation incidental to the business. Those which may have a
significant impact on the Company have been disclosed in previous filings or
are updated as follows:
Adams, et al. vs. OTRA Clearing, Inc., et al.
- ---------------------------------------------
Case No. 626182
This matter was filed in the San Diego County Superior Court in July
1990. The plaintiffs alleged that OTRA Clearing, Inc. knowingly cleared
unregistered securities for its former correspondent broker Hamilton Williams.
Plaintiffs dismissed with prejudice all claims against OTRA Clearing, Inc.
Remo Ferrari, et al. vs. Reynolds Kendrick Stratton, Inc., Robert Kendrick, et
al.
- ------------------------------------------------------------------------------
NASD Arbitration No. 94-00444
In an arbitration filed with the NASD in January 1994, the claimants are
a group of investors who sold short Future Communications, Inc. ("FCMI").
Claimants did not have an account with RKSI, however, they have alleged that
RKSI is responsible for the damages claimants realized when their short
positions in FCMI were bought in. Claimants are seeking damages in the amount
of $740,000, plus punitive damages. The arbitration proceeding was stayed
pending determination of whether claimants are members of the FCMI class
action and bound by the settlement agreement entered therein. The court
overseeing the class action has ruled that claimants are members of the class
and are barred from pursuing the arbitration, and has denied claimants' motion
for reconsideration of the bar ruling. Based upon the Court's ruling, the
NASD has dismissed the arbitration with prejudice.
ITEM 2. CHANGES IN SECURITIES
There has been no material modification of ownership rights of securities
holders. The subsidiary company, as part of its normal broker/dealer
activity, has minimum capital requirements as imposed by regulatory agencies.
(See Note 2 to the financial statements.) These requirements may restrict the
payment of dividends.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There has been no default in payments of the Company.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Shareholders on August 9, 1996.
The following matters were submitted to a vote of security holders at that
meeting:
1.
Shareholders' meeting, to be held in 1997. The following individuals
were so elected:
Stephen Rubenstein Felix A. Oeri
Mitchell Wine Gregg Herbert
John Broome
2.
independent public accountants of the Company for fiscal year ending
December 31, 1996.
3.
compensations, acts, decisions, proceedings, elections and appointments
of the Board of Directors, as taken by the Board, since the last
Shareholders' Meeting, September 29, 1995.
ITEM 5. OTHER INFORMATION
There have been no matters that require disclosure under this item.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibit is filed with this report as required by Item 601
of Regulation S-K:
Exhibit No. Description
----------- ----------------------------------
11 Computation of Earnings Per Share
(b) During this quarter, there were no events as required to be reported on
Form 8-K.
EXHIBIT 11
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
For The Nine Months Ended
September 30,
-----------------------------
1996 1995
-------------- --------------
PRIMARY EARNINGS PER SHARE
Net income $ 3,221,408 $ 2,346,215
Preferred stock dividends (165,151) --
-------------- --------------
Net income for primary earnings $ 3,056,257 $ 2,346,215
============== ==============
Weighted average common shares outstanding 8,687,778 7,265,299
Weighted average options outstanding 1,875,177 1,721,692
Stock acquired with proceeds (688,880) (821,191)
-------------- --------------
Weighted average common shares and
equivalents outstanding 9,874,075 8,165,800
============== ==============
Primary Earnings Per Share $ 0.31 $ 0.29
============== ==============
FULLY DILUTED EARNINGS PER SHARE
Net income $ 3,221,408 $ 2,346,215
Interest on convertible debentures, net of
income tax 182,474 173,417
-------------- --------------
Net Income for fully diluted earnings $ 3,403,882 $ 2,519,632
============== ==============
Weighted average common shares outstanding 8,687,778 7,265,299
Weighted average options outstanding 1,875,177 1,721,692
Weighted average convertible debentures 4,000,000 4,140,000
Weighted average convertible preferred stock 4,421,311 2,222,222
Stock acquired with proceeds (688,880) (821,191)
-------------- --------------
Weighted average shares common shares and
equivalents outstanding 18,295,386 14,528,022
============== ==============
Fully Diluted Earnings Per Share $ 0.19 $ 0.17
============== ==============
EXHIBIT 11
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
For The Three Months Ended
September 30,
------------------------------
1996 1995
-------------- --------------
PRIMARY EARNINGS PER SHARE
Net income $ 890,468 $ 1,494,804
Preferred stock dividends (55,452) --
-------------- --------------
Net income for primary earnings $ 835,016 $ 1,494,804
============== ==============
Weighted average common shares outstanding 8,732,542 8,655,205
Weighted average options outstanding 1,834,355 1,721,692
Stock acquired with proceeds (832,069) (821,191)
-------------- --------------
Weighted average common shares and
equivalents outstanding 9,734,828 9,555,706
============== ==============
Primary Earnings Per Share $ 0.09 $ 0.16
============== ==============
FULLY DILUTED EARNINGS PER SHARE
Net income $ 890,468 $ 1,494,804
Interest on convertible debentures, net of
income tax 60,010 59,807
-------------- --------------
Net Income for fully diluted earnings $ 950,478 $ 1,554,611
============== ==============
Weighted average common shares outstanding 8,732,542 8,655,205
Weighted average options outstanding 1,834,355 1,721,692
Weighted average convertible debentures 4,000,000 4,140,000
Weighted average convertible preferred stock 4,421,311 2,222,222
Stock acquired with proceeds (832,069) (821,191)
-------------- --------------
Weighted average shares common shares and
equivalents outstanding 18,156,139 15,917,928
============== ==============
Fully Diluted Earnings Per Share $ 0.05 $ 0.10
============== ==============
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.
Stephen M. Rubenstein
Chief Executive Officer
November 13, 1996
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