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 JUNE 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.
(Exact name of registrant as specified in its charter)
UTAH 95-4099866
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
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
Securities registered pursuant to Section 12(b) of the None
Act:
Securities registered pursuant to Section 12(g) of the
Act:
Name of each
Title of each class exchange on which
registered
Common stock, $0.01 par 8,725,205 shares NASDAQ
value: outstanding at August 1,
1996
Non-Voting Preferred stock, 200,000 shares outstanding N/A
$10.00 par value: at August 1, 1996
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 ___
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30,
1996 December 31
(Unaudited) 1995
------------ ------------
ASSETS:
Cash and cash equivalents $ 4,554,266 $15,949,577
Cash segregated under federal and other 27,263,324 43,702
regulations
Receivable from broker/dealers and clearing
organizations
(Net of allowance for doubtful accounts of 5,606,583 6,607,553
$2,103,802 for both periods)
Receivable from customers
(Net of allowance for doubtful accounts of
$4,332,052 and $4,333,291) 219,148,683 143,169,584
Other receivables
(Net of allowance for doubtful accounts of
$1,979,793 for both periods) 1,160,632 868,599
Securities owned - at market value 4,211,290 4,587,422
Furniture, equipment and leasehold improvements
(At cost - less accumulated depreciation and
amortization of $2,401,611 and $2,011,326) 2,735,643 2,043,847
Deferred income taxes
(Net of valuation allowance of $500,000 for 1,379,170 1,379,170
both periods)
Other assets 4,973,034 1,114,838
------------ ------------
TOTAL ASSETS $271,032,625 $175,764,292
============ ============
See accompanying notes to Consolidated Financial Statements.
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
June 30,
1996 December 31
(Unaudited) 1995
------------ -----------
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
Payable to broker/dealers and clearing $46,606,394 $30,080,110
organizations
Payable to customers 201,033,386 121,583,187
Securities sold not yet purchased - at market 485,243 224,163
value
Accounts payable and accrued liabilities 5,409,481 7,939,221
Income taxes payable 96,866 621,291
Loans from stockholders 4,472,752 4,622,543
Notes payable 190,823 249,840
Loans subordinated to the claims of general 2,000,000 2,000,000
creditors ----------- ----------
TOTAL LIABILITIES 260,294,945 167,320,355
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; 8,725,205 and 8,655,205
shares issued and outstanding) 87,252 86,552
Additional paid-in capital 9,519,096 9,447,296
Accumulated deficit (868,668) (3,089,911)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 10,737,680 8,443,937
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $271,032,625 $175,764,292
============ ============
See accompanying notes to Consolidated Financial Statements
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Six Months Ended
June 30,
1996 1995
REVENUES: ----------- -----------
Clearing and execution $10,323,751 $ 6,039,861
Trading profits 764,496 1,766,679
Commissions 9,940,454 2,965,077
Interest 6,164,593 2,670,986
Other 1,892,981 440,798
----------- -----------
Total Revenues 29,086,275 13,883,401
----------- -----------
EXPENSES:
Employee compensation 4,270,320 2,436,366
Commission expense 4,411,278 1,717,514
Clearing and floor brokerage 1,029,990 1,118,135
Communications 2,786,639 1,293,671
Occupancy 1,236,111 730,585
Interest 3,514,443 1,830,164
Data processing charges 2,122,207 1,349,343
Professional services 2,111,413 692,374
Promotional 1,709,452 767,058
Bad debts 1,055,827 86,722
Other operating expenses 952,655 442,058
----------- -----------
Total Expenses 25,200,335 12,463,990
----------- -----------
Income Before Income Taxes 3,885,940 1,419,411
Income Tax Provision 1,555,000 568,000
----------- -----------
Net Income $ 2,330,940 $ 851,411
=========== ===========
Primary Net Income Per Share $ .22 $ .12
Fully Diluted Income Per Share $ .13 $ .07
Weighted average number of shares of common
stock & common stock equivalents
Primary 9,920,422 7,259,684
Fully diluted 18,393,174 12,443,444
See accompanying notes to Consolidated Financial Statements.
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Three Months
Ended June 30,
1996 1995
----------- -----------
REVENUES:
Clearing and execution $ 5,273,999 $ 3,946,343
Trading profits 483,727 1,032,351
Commissions 5,835,344 1,824,780
Interest 3,434,435 1,603,115
Other 1,154,156 211,750
----------- ----------
Total Revenues 16,181,661 8,618,339
----------- ----------
EXPENSES:
Employee compensation 2,474,506 1,362,848
Commission expense 2,564,103 1,183,573
Clearing and floor brokerage 501,085 647,581
Communications 1,557,306 773,672
Occupancy 654,991 402,448
Interest 1,936,402 1,056,576
Data processing charges 1,108,569 813,730
Professional services 1,062,845 271,638
Promotional 1,042,537 483,155
Bad debts 844,332 54,695
Other operating expenses 495,142 165,100
----------- -----------
Total Expenses 14,241,818 7,215,016
----------- -----------
Income Before Income Taxes 1,939,843 1,403,323
Income Tax Provision 787,000 561,600
----------- -----------
Net Income $ 1,152,843 $ 841,723
=========== ===========
Primary Net Income Per Share $ .11 $ .12
Fully Diluted Income Per Share $ .07 $ .07
Weighted average number of shares of common
stock & common stock equivalents
Primary 9,909,981 7,259,684
Fully diluted 18,382,733 12,443,444
See accompanying notes to Consolidated Financial Statements.
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Six Months Ended
June 30,
1996 1995
------------ -----------
Increase (decrease) in cash and cash
equivalents:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,330,940 $ 851,411
Adjustments to reconcile net income to
cash used in operating activities:
Depreciation and amortization 392,130 203,382
Deferred rent 45,560 17,849
Provision for bad debts 743,887 86,723
Changes in assets and liabilities:
Cash segregated under federal and other (27,219,622) (5,935,725)
regulations
Receivable from broker/dealers and
clearing organizations 1,000,970 1,742,231
Receivable from customers (75,977,860) (65,799,192)
Other receivables (1,037,159) (2,123,532)
Securities owned 376,132 (1,444,517)
Other assets (3,858,196) 58,036
Payable to broker/dealers and clearing
organizations 16,526,284 19,345,283
Payable to customers 79,450,199 70,084,984
Securities sold not yet purchased 261,080 2,702,320
Accounts payable and accrued liabilities (2,575,298) 731,435
Income taxes payable/receivable (524,425) 568,000
Net cash provided by (used in) operating activities (10,065,378) 21,088,688
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,083,926) (147,246)
Net cash used in investing activities (1,083,926) (147,246)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes payable (69,461) (103,836)
Advances (repayments) on short term borrowing 10,443 (13,518,953)
Subordinated loans -- 2,000,000
Loans from stockholders -- 2,992,500
Exercise of warrants 72,500 1,944,444
Repayments of loans from stockholders (149,791) --
Payment of cash dividends - preferred stock (109,698) --
----------- ----------
Net cash used in financing activities (246,007) (6,685,845)
----------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH (11,395,311) 14,255,597
EQUIVALENTS ----------- ----------
CASH AND CASH EQUIVALENTS AT BEGINNING OF 15,949,577 156,984
PERIOD ----------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOd $ 4,554,266 $14,412,581
=========== ===========
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, JBOC is consolidated in the quarterly
financial information as of June 28, 1996 and June 30, 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 June 30, 1996, JBOC had net capital of $12,387,376 which was 5.7% of
aggregate debit balances and $8,012,529 in excess of the minimum amount
required. At December 31, 1995 JBOC had net capital of $12,494,561, which was
8.6% 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
$27,263,324. Securities purchased are U.S. Treasury instruments having a
market value of 102% of cash tendered. The Company liquidated $3,000,000 of
these securities on July 2, 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)In an arbitration matter the claimant seeks rescission of certain sales in
his customer account and damages of $750,000. The claimant alleged that
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)In an arbitration matter filed with the NASD, the claimants are a group of
investors who sold short FCMI stock. 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 proceeding has been 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
parallel litigation; claimants have asked the court to reconsider. The
ultimate outcome is not determinable at this stage and Management intends to
vigorously contest this matter.
c)In an arbitration matter filed in October 1994, the claimants allege that
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.
d)In an action commenced in March 1995, in the United States District Court 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.
e)In an arbitration matter originally filed in August 1994 and expanded in
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 will vigorously contest this matter and believes the ultimate
outcome will not affect the financial condition of the Company.
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 Six Months Ended
June 30,
1996 1995
(Unaudited) (Unaudited)
------------ -------------
Supplemental Disclosures of Cash Flow
Information
Cash paid during the quarter for:
Interest $ 3,446,385 $ 1,910,313
Income taxes 2,579,425 --
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 o -- $ 2,000,000
debt
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. Net assets (assets less
liabilities) of the Company increased $2,293,743 to $10,737,680, or 27% from
December 31, 1995.
Total assets increased $95,268,333 or 54% during the first six months of
1996, of which $29,990,742 or 31% occurred in the second quarter. The largest
increase was in receivables from customers in the amount of $75,979,099 or 53%
to $219,148,683. Receivables from customers represent 81% of the Company's
assets as of June 30, 1996. Cash segregated under federal regulations increased
during the first six months of 1996 by $27,219,622 to $27,263,324. Cash and
cash equivalents decreased by $11,395,311 or 71% from December 31, 1995 to June
30,1996. Other assets increased $3,858,196 or 346% from December 31, 1995 to
June 30, 1996 primarily from an increase in clearing deposits required by the
new clearing and depository corporations.
At June 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 significant change in the valuation allowance since the issuance of
the audited financial statements.
Total liabilities increased $92,974,590 or 56% to $260,294,945. Payables
to customers increased $79,450,199 or 65% to $201,033,386. Customer payables
represent 77% of the total liabilities of the Company. Payables to broker
dealers increased by $16,526,284 or 55% to $46,606,394 during the six months
ended June 30, 1996. Accounts payable and accrued liabilities decreased by
$2,529,740 or 32% during the six months ended June 30, 1996 primarily from the
elimination of a bank overdraft at December 31, 1995.
Comparison of Operations
- ------------------------
The Company recorded net income of $2,330,940 for the six months ended June
30, 1996 compared to $851,411 in 1995 and net income of $1,152,843 for the
quarter ended June 30, 1996 compared to $841,723 in 1995. This represents an
increase of $1,479,529 and $311,120 in earnings compared to the same periods in
1995.
Total revenue increased $15,202,874 or 110% to $29,086,275 for the six
months ended June 30, 1996 compared to the same six months of 1995. Revenues for
the quarter ended June 30, 1996 increased $7,563,322 or 88% compared to the
quarter ended June 30, 1995 and $3,277,046 or 25% over the trailing first
quarter of 1996.
Clearing and execution revenue increased by $4,283,890 or 71% to
$10,323,751 during the first six months of 1996 compared to the same period of
1995. The increase was due to an increase in trade transactions and an increase
in the average price charged per transaction. Correspondent ticket volume which
generates clearing and execution revenue increased by 56% in the first six
months of 1996 over the same period in 1995.
Commission revenue increased by $6,975,377 or 235% during the first six
months of 1996 compared to the same period of 1995. Net commissions (commission
revenue less commission expense) increased $4,281,613 during the same period.
The increase in commission is directly related to the increase in discount
transaction volume, which increased 152% over the same period of the prior year.
The Capital Markets Division of JBOC also completed its first initial public
offering transaction during the second quarter of 1996. This contributed
approximately $600,000 to commission revenue during the period.
Interest revenue increased by $3,493,607 or 131% during the first six
months of 1996 compared to the first six months of 1995. This increase is the
result of increased customer margin balances. Net interest income increased
$1,809,328 or 215% during the first six months of 1996 over 1995.
Trading profits have declined $1,002,183 or 57% during the first six months
of 1996 compared to the same period in 1995.
The Company's total expenses increased by $12,736,345 or 102% during the
first six months of 1996 compared to the same period of 1995. Although the
increase is significant, it compares favorably with the 110% increase in total
revenue.
The most significant expense increase was in commission expense of
$2,693,764 or 157% to $4,411,278. However, the related commission revenue
increased by 235%, whereas the expense only rose by 157%.
Interest expense increased by $1,684,279 or 92% during the first six months
of 1996 compared to the first six months of 1995. This increase is directly
related to the increase in interest revenue described above.
Salaries and other operational expenses have increased as a result of the
increase in transaction volume and related revenue. This growth is primarily
the result of management's efforts to expand JBOC's discount division, fueled
with increased promotional expense of 123% over the first six months of the
previous year. In a continuing effort to manage costs and maximize returns on
dollars spent, Management will monitor its customer leads in relation to the
advertising dollars being spent.
Clearing expense decreased $88,145 or 8% from the first six months of 1996
compared to the first six months of 1995. Although transaction volume increased
from both the correspondent business and the discount divisions, the decrease in
the related expense is from a change in clearing and depository corporations,
resulting in substantial savings compared with the same period in the prior
year.
Liquidity and Capital Resources
- -------------------------------
The Company's equity to total assets ratio decreased during the quarter,
from 4.8% to 4.0%. This resulted from the growth which occurred in the balance
sheet as assets and liabilities have grown as described below. The Company's
liquidity and financial condition remain sound at the end of the second quarter
of 1996.
The decrease in cash of $11,395,311 resulted primarily from cash used in
operations of $10,065,378. The largest use of cash is the cash and cash
equivalents segregated under federal and other regulations increase of
$27,219,622. The cash position of the company remains strong as the Company
liquidated $3,000,000 of this segregated cash on July 2, 1996.
The largest source of operating cash was provided from net amounts due
to/from brokers of $17,527,254. The net amounts due to/from customers also
contributed $3,472,339 to the operating cash of the Company.
The Company used cash of $1,083,926 for investing activities in the
acquisition of property and equipment. Cash of $246,007 was used in financing
activities primarily involving the payment of shareholder loans and preferred
stock dividends.
Recent Expansions and Developments
- ----------------------------------
During the second quarter of 1996, JBOC continued to expand its branch
office network and opened two new offices in Miami and Boston. This brings the
total branch system to five domestic offices and one international office.
Management believes that the current configuration of offices is sufficient
given the growth of the branch system and there are no intentions to expand into
other geographical areas in the immediate future.
The clearance division of JBOC continues to be profitable contributing to
the overall profitability of the Company. Investment in new technology in the
areas of data processing and communications continue to be made to streamline
the clearance division and make it more efficient. Other than investment in new
technology, management does not plan to significantly expand its clearance
division.
JBOC continues to expand its electronic trading capabilities. This
decision is based on Management's view that the electronic discount market
offers the Company the best return on capital investment over the next five
years. JB On-lineTM, introduced in February 1996, allows customers to trade
through the facility of a personal computer or touch tone phone. Recently, JBOC
introduced its Internet research and trading product, the JB Oxford Internet
Investment Center which offers customers a complete menu of financial services.
Access is available at http://www.jboxford.com.
During the second quarter Bruce A. Cole, Executive Vice President and
General Counsel, resigned to accept the position of President to National
Insurance Group. Also, Brian Kape, JBOC's Chief Operating Officer, left in July
for personal reasons. Mr. Kape's duties have been reassigned to current JBOC
personnel. A search for General Counsel is under consideration, with current
legal matters being handled by the in-house legal department and outside law
firms.
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:
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 proceeding has been 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 parallel litigation; claimants have asked the court to
reconsider. The ultimate outcome is not determinable at this stage and
Management intends to vigorously contest this matter.
Olde Discount Corporation vs. JB Oxford & Company
- -------------------------------------------------
NASD Arbitration No. 95-04710
In an arbitration matter originally filed in August 1994 and expanded in
October 1995 to include JBOC, the claimant alleges that JBOC induced a breach of
contract by former Olde employees, misappropriated and converted confidential
and proprietary Olde information, and interfered with Olde's prospective
economic relationships with its customers. 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 will vigorously contest this matter and believes the
ultimate outcome will not affect the financial condition of the Company.
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
There have been no matters submitted to a vote of security holders during
this reporting period.
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 Description Page
No.
11 Computation of Earnings Per Share 14-15
(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 Six Months Ended
June 30,
1996 1995
PRIMARY EARNINGS PER SHARE
Net income $ 2,330,940 $ 851,411
Preferred stock dividends (109,698) --
----------- -----------
Net income for primary earnings $ 2,221,242 $ 851,411
=========== ===========
Weighted average common shares oustanding 8,665,150 6,683,288
Weighted average options outstanding 1,978,753 1,306,692
Stock acquired with proceeds (723,481) (730,296)
----------- -----------
Weighted average common shares and 9,920,422 7,259,684
equivalents outstanding =========== ===========
Primary Earnings Per Share $ 0.22 $ 0.12
=========== ===========
FULLY DILUTED EARNINGS PER SHARE
Net income $ 2,330,940 $ 851,411
Interest on convertible debentures, net
of income tax 122,464 79,952
----------- -----------
Net Income for fully diluted earnings $ 2,453,404 $ 931,363
=========== ===========
Weighted average common shares oustanding 8,665,150 6,683,288
Weighted average options outstanding 1,978,753 1,306,692
Weighted average convertible debentures 4,472,752 4,500,000
Weighted average convertible preferred stock 4,000,000 683,760
Stock acquired with proceeds (723,481) (730,296)
----------- -----------
Weighted average shares common shares
and equivalents outstanding 18,393,174 12,443,444
=========== ===========
Fully Diluted Earnings Per Share $ 0.13 $ 0.07
=========== ===========
EXHIBIT 11
JB OXFORD HOLDINGS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
For The Three Months Ended
June 30,
1996 1995
----------- -----------
PRIMARY EARNINGS PER SHARE
Net income $ 1,152,843 $ 841,723
Preferred stock dividends (54,849) --
----------- -----------
Net income for primary earnings $ 1,097,994 $ 841,723
=========== ===========
Weighted average common shares oustanding 8,655,205 6,683,288
Weighted average options outstanding 1,986,802 1,306,692
Stock acquired with proceeds (732,026) (730,296)
----------- -----------
Weighted average common shares and
equivalents outstanding 9,909,981 7,259,684
=========== ===========
Primary Earnings Per Share $ 0.11 $ 0.12
=========== ===========
FULLY DILUTED EARNINGS PER SHARE
Net income $ 1,152,843 $ 841,723
Interest on convertible debentures, net
of income tax 61,739 79,952
----------- -----------
Net Income for fully diluted earnings $ 1,214,582 $ 921,675
=========== ===========
Weighted average common shares outstanding 8,655,205 6,683,288
Weighted average options outstanding 1,986,802 1,306,692
Weighted average convertible debentures 4,472,752 4,500,000
Weighted average convertible preferred stock 4,000,000 683,760
Stock acquired with proceeds (732,026) (730,296)
----------- -----------
Weighted average shares common shares
and equivalents outstanding 18,382,733 12,443,444
=========== ===========
Fully Diluted Earnings Per Share $ 0.07 $ 0.07
=========== ===========
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
August 13, 1996
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<PERIOD-END> JUN-30-1996
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