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 September 30, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period From __________ to __________
Commission File Number 0-18974
Jordan American Holdings, Inc.
(Exact name of registrant as specified in its charter)
Florida 65-0142815
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1875 Ski Time Square, Suite One, Steamboat Springs, CO 80487
(Address of principal executive offices)
(970) 879-1189
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Registered
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes X No
As of September 30, 1998, 10,410,676 shares of the registrant's common stock
were issued and outstanding.
1
<PAGE> 2
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Table Of Contents
PART I
ITEM 1 Financial Information
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
ITEM 2 Management's Discussion and Analysis
Operational Notes 9
Risk Factors, Trends & Uncertainties 9
Results of Operations 12
Liquidity and Capital Resources 13
2
<PAGE> 3
PART I.
ITEM 1.
FINANCIAL INFORMATION
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
(unaudited)
September 30, December 31,
1998 1997
<S> <C> <C>
ASSETS
Cash and cash equivalents $488,727 $51,286
Marketable securities 234,894 783,500
Investment advisory fees receivable, net 41,225 99,178
Other receivables 125,831 112,080
Deposit with clearing broker 25,000 25,000
Prepaid expenses and other current assets 61,807 97,635
Limited partnership investments 50,000 0
Notes receivable 500,000 935,000
Property and equipment, net 81,149 220,575
----------- -----------
Total Assets $1,608,633 $2,324,254
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $168,890 $179,360
Deferred investment advisory fees 59,736 153,472
Preferred stock dividend payable 60,000 0
----------- -----------
Total Liabilities $288,626 $332,832
----------- -----------
Stockholders' equity:
8% cumulative, convertible, non-voting preferred
stock, $0.01 par value; authorized 5,000,000
shares;3,000,000 shares issued and outstanding 30,000 30,000
Common stock, $0.001 par value; authorized
20,000,000 shares; 10,410,676 shares issued and
outstanding at September 30, 1998, and
December 31, 1997 10,411 10,409
Additional paid-in capital 4,442,853 4,622,853
Accumulated deficit (3,163,257) (2,671,840)
----------- -----------
Total Stockholders' Equity $1,320,007 $1,991,422
----------- -----------
Total Liabilities and Stockholders' Equity $1,608,633 $2,324,254
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
REVENUES
Investment advisory fees $106,798 $493,052 $492,073 $836,514
Commission income 51,940 98,960 289,496 279,497
----------- ----------- ----------- -----------
Total Revenues $158,738 $592,012 $781,569 $1,116,011
----------- ----------- ----------- -----------
Selling, general and
administrative expenses 372,716 634,237 1,358,325 1,550,165
----------- ----------- ----------- -----------
Operating Income (Loss) ($213,978) ($42,225) ($576,756) ($434,154)
----------- ----------- ----------- -----------
OTHER INCOME (LOSS)
Interest and dividend income 29,204 27,685 90,056 105,341
Realized gain (loss) from
investing and trading (38,199) (318,901) (104,599) (299,293)
Unrealized gain (loss) from
investing and trading (57,367) 146,897 44,629 112,586
Gain on disposal of building -- -- 55,256 --
----------- ----------- ----------- -----------
Total Other Income (Loss), Net ($66,362) ($144,319) $85,342 ($81,366)
----------- ----------- ----------- -----------
Net Income (Loss) ($280,340) ($186,544) ($491,414) ($515,520)
Dividends on preferred stock 60,000 60,000 180,000 180,000
----------- ----------- ----------- -----------
Net Income (Loss) Attributable
to Common Stock ($340,340) ($246,544) ($671,414) ($695,520)
=========== =========== =========== ===========
Basic earnings (loss)
per common share ($0.03) ($0.02) ($0.06) ($0.07)
=========== =========== =========== ===========
Diluted earnings (loss)
per common share ($0.03) ($0.02) ($0.06) ($0.07)
=========== =========== =========== ===========
Weighted-average number of
common shares outstanding:
Basic 10,409,013 10,600,903 10,408,922 10,637,105
=========== =========== =========== ===========
Diluted 10,409,013 10,600,903 10,408,922 10,637,105
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1998 1997
<S> <C> <C>
Cash flows--operating activities
Net income (loss) ($491,414) ($515,520)
Adjustments to reconcile net income (loss)
to cash provided by (used in) operating
activities:
Depreciation and Amortization 18,788 17,884
Realized (gain) loss from investing
and trading 104,599 299,293
Unrealized (gain) loss from investing
and trading (44,629) (112,586)
Gain on disposal of building (55,256) --
Issuance of common stock as compensation -- 11,563
Changes in operating assets and liabilities:
Investment advisory fees receivable 57,953 (96,867)
Trading marketable securities 488,636 (279,876)
Prepaid expenses and other current assets 15,773 (50,192)
Accounts payable and accrued expenses (10,470) (83,934)
Deferred investment advisory fees (93,736) (34,593)
Notes receivable -- 8,175
Other receivables 6,304 81,967
----------- ------------
Net Cash Provided By (Used In)
Operating Activities ($3,452) ($754,686)
----------- ------------
Cash flows--investing activities
Investment in limited partnership (50,000) --
Principal received on notes receivable 435,000 --
Proceeds from sale of building 195,483 --
Capital expenditures (19,590) (54,519)
----------- ------------
Net Cash Provided By (Used In)
Investing Activities $560,893 ($54,519)
----------- ------------
Cash flows--financing activities
Payment of preferred dividend (120,000) (120,000)
Repurchase of common stock -- (203,082)
----------- ------------
Net Cash Provided By (Used In)
Financing Activities ($120,000) ($323,082)
----------- ------------
Net Increase (Decrease) in Cash and
Cash Equivalents $437,441 ($1,132,287)
Cash and cash equivalents, beginning of period 51,286 1,725,056
----------- ------------
Cash and cash equivalents, end of period $488,727 $592,769
=========== ============
Supplemental disclosure:
Interest paid $9,053 $1,304
</TABLE>
See accompanying notes to consolidated financial statements.
5
Notes to Consolidated Financial Statements (Unaudited)
- ------------------------------------------------------
In the opinion of management, the accompanying consolidated financial
statements contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the balance sheets of Jordan American
Holdings, Inc. ("Company" or "JAHI") and its subsidiaries as of September 30,
1998, and December 31, 1997, and the results of operations for the three months
and nine months ended September 30, 1998, and 1997, and the results of cash
flows for the nine months ended September 30, 1998, and 1997, in accordance
with generally accepted accounting principles. The results for interim periods
are not necessarily indicative of results for a full year. (Please see
"Management's Discussion and Analysis" below.)
Percentage of assets investment advisory fees, for which refunds may be due to
clients, are billed in advance and are deferred and amortized into income over
the period in which services are performed. Investment advisory fees based on
a percentage of the annual increase (performance, or incentive, fees) in the
market value of a client's portfolio, including interest and dividends, are
fully recognized when billed after the period of management, which is usually
twelve months after account inception and annually thereafter. JAHI also serves
as investment advisor to the Impact Management Growth Portfolio ("Portfolio"),
an open-end investment company registered with the Securities and Exchange
Commission. Fees for management of the Portfolio are earned daily and paid to
JAHI on a monthly basis. Fee compensation which is due to sales representatives
is accrued monthly and is paid to sales representatives quarterly.
Asset management contracts are generally terminable upon written notice from the
client(s) or the Company, and the unearned percentage of assets management fees
billed in advance are refundable on a pro-rata basis. For additional
information regarding the Company's advisory business operations and policies,
a copy of disclosure document Form ADV, Part II is available without charge
upon written request to the Company.
The Company develops prospective investment advisory clients and investors
through seminars, money shows, occasional television and radio appearances,
direct contact, its web site (http://www.jahi.com or www.equityassets.com),
sales representatives, referrals from clients, securities broker-dealers and
other sources. Prospective advisory clients receive Form ADV, Part II, as the
Company's disclosure document and provide information about themselves, their
investment experience, and their net worth through various new account forms
and other methods.
Approximately 93% of JAHI's clients execute brokerage transactions through
IMPACT Financial Network, Inc. ("IFNI"), a wholly-owned broker-dealer subsidiary
of JAHI and a member of the National Association of Securities Dealers, Inc.
("NASD") and the Securities Investor Protection Corporation ("SIPC"). IFNI is
compensated for securities transactions on behalf of the Company's managed
accounts by receipt of commissions. IFNI does not hold funds or securities for
clients and does not have custody of accounts for clients of the Company.
IFNI currently executes securities transactions through Pershing & Co., a
division of Donaldson, Lufkin, & Jenrette, a securities corporation. Pershing,
a member of the SIPC, acts as clearing house and custodian for accounts and
processes all confirmations and monthly statements for JAHI advisory clients
6
<PAGE> 7
who choose to maintain their accounts with IFNI. Commission income is
recognized on a settlement date basis, which does not differ materially from
the trade date basis of accounting.
The Company's other wholly-owned subsidiary, IMPACT Administrative Services,
Inc. ("IASI"), an investment company services entity, receives revenues of $165
per account from clients of the Portfolio and may provide similar services to
other mutual funds in the future.
Marketable securities consist primarily of corporate stocks and other
securities held in Company investment accounts. Realized and unrealized gains
or losses result from the trading of securities contracts in Company investment
accounts.
Basic and diluted earnings per share and share equivalent are based upon the
weighted average number of share and/or share equivalents outstanding during
the period. The calculations ignore common stock equivalent shares when their
inclusion in such calculations would have been anti-dilutive.
In February 1993, JAHI completed a $3 million private placement of 750,000
units. Each unit is comprised of four shares of 8% cumulative convertible
non-voting preferred stock (the "Preferred Stock") and one share of Common
Stock. The Preferred Stock is convertible at the rate of one share of Common
Stock for each $3.50 in face amount of Preferred Stock converted. The face
amount equals the initial offering price of $1.00 per share. If at any time
the closing bid price of JAHI Common Stock exceeds $5.25 per share for a
period of thirty consecutive trading days, the Company may, upon thirty days'
written notice, convert the Preferred Stock to Common Stock using the above
conversion rate.
Preferred stock dividends are normally paid semi-annually as of June 30 and
December 31 of each year. At the request of the holder of the Preferred Stock,
the Company agreed to pay the first semi-annual dividend of $120,000 on
July 31 of each year and the second semi-annual dividend of $120,000 on
November 30. This arrangement was agreed to by both parties to assist the
holder of the Preferred Stock in its cash flow needs related to its charitable
giving as a private foundation. This special arrangement has no material
impact on the annual operations and/or earnings of the Company.
On October 29, 1998, the Board of Directors of JAHI decided not to declare the
current semi-annual preferred stock dividend, which totals $120,000 due to
operational and cash flow needs of the Company. Because the preferred stock
dividend is cumulative, all cumulative but unpaid preferred stock dividends must
at some future date be declared and paid before JAHI's Board of Directors would
be able to declare and pay a dividend to its common stock shareholders. JAHI
has not declared or paid a common stock dividend and does not intend to do so in
the foreseeable future.
In the third quarter of 1994, Wallace Neal Jordan established Jordan Assets,
Ltd. For providing administrative services, the Company receives 100% of the
net income resulting from the collection of incentive and/or management fees,
if any, collected by Jordan Assets, Ltd., a privately held affiliate which
manages the Jordan Index Fund, L.P., (the "Index"), a limited partnership with
7
<PAGE> 8
September 30, 1998, assets of approximately $4.3 million. The Index invests
in stock index futures contracts and other securities and receives as its fee
20% of the Index's trading profits, if any. Fees for this Index are accounted
for as deferred revenue until the annual billing date of the Index, which is
July 31 of each year. Fees to JAHI from the Index were approximately $90,000
in 1995 as compared to no revenues from the Index in 1996, 1997 and 1998. There
is no assurance that the Index will continue to exist as a potential revenue
source for the Company.
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation" (SFAS
123), which is effective for fiscal years beginning after December 15, 1995.
SFAS recommends, but does not require, measuring compensation cost of stock
options at the grant date and recognizing the expense over the service period.
If the Company does not change its accounting method, SFAS 123 requires, at a
minimum, disclosure of the pro forma impact on net income and net earnings per
share. The Company has determined that it will not change from its current
method of accounting but will continue to make the disclosures required by
SFAS 123, which can most recently be found in the Company's 1997 10-KSB.
These interim period consolidated financial statements, including the notes
thereto, are condensed and do not include all disclosures required by generally
accepted accounting principles. Such interim period consolidated financial
statements should be read in conjunction with the Company's audited consolidated
financial statements which are included in the Company's 1997 Form 10-KSB which
is contained in the Company's 1997 Annual Report to shareholders and is
available without charge upon request to JAHI Investor Relations, 1875 Ski Time
Square, Suite One, Steamboat Springs, Colorado, 80487, (970) 879-1189;
Fax: (970) 879-1272; E-mail: [email protected]
PART I, ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
Safe Harbor for Forward-Looking Statements
- ------------------------------------------
Information found in this report contains forward-looking implications which
may differ materially from actual results due to the success, or lack thereof,
of JAHI's management decisions, marketing and sales effectiveness, investment
decisions, and the management of clients' stock portfolios and pooled
investments as influenced by market conditions, Federal Reserve Board policy,
economic trends, political developments, domestic and international events and
other factors. There can be no guarantee that any forward-looking implications
discussed and/or referenced in this report will have any impact, positive or
negative, upon the earnings, value and/or operations of the Company.
8
<PAGE> 9
Operational Notes
- -----------------
The Company plans to slow expenditures for marketing and related sales and is
pursuing business plans for asset gathering and business development. Asset
gathering is primarily being pursued through selling agreements with other
broker-dealers, as well as seminars, national investment shows, advertising,
marketing materials, joint ventures with other financial services professionals
and other means.
The Company managed approximately $50 million in individually held fee-paying
equity portfolios at September 30, 1998. During the nine months ended
September 30, 1998, the Company experienced a net loss in total equity
portfolio assets (fee and non-fee) of approximately $10.4 million. During 1997
the Company began serving as investment advisor to the Impact Management
Growth Portfolio ("Portfolio"), an open-end investment company formed under the
Impact Management Investment Trust. At September 30, 1998, the Portfolio had
assets of approximately $3.9 million from which JAHI and IFNI receives
management fees and brokerage commissions, respectively. At September 30, 1998,
the Company and a privately held affiliate were the advisor to approximately
$58 million in fee-paying assets in individually managed equity portfolios, the
Portfolio and the Index, mentioned above.
Exceptional performance in percentage of profit (incentive) accounts may result
in substantial revenues for the Company while poor performance in the same
accounts may yield no fees for the Company from approximately 56% of the
Company's total assets under management. Additionally, because percentage of
profit accounts are billed on an annual basis for each respective client, there
may be a delay in billing revenue as long as eleven months from the time when
actual account performance was achieved. Thus, exceptional performance in
percentage of profit accounts may benefit the revenues of the Company for nearly
one year after such performance was achieved as dependent on the billing cycle
of respective clients and other investment results in the respective accounts.
Risk Factors, Trends & Uncertainties
- ------------------------------------
Total assets under management and corporate earnings may substantially increase
or decrease due to stock market conditions, including the onset of a long-term
declining, or bear, market, performance returns as influenced by the Company's
investment advisory decisions, operational expense and effectiveness of
marketing efforts, competition from mutual funds, other investment advisory
companies and insurance companies, interest rate changes and other actions taken
by the Federal Reserve Board, domestic and international economic and political
conditions, high inflation and/or recession, trends in business and finance,
international events, acts of terrorism and other factors.
The securities and commodities industries are subject to various risks and
intense regulation from the SEC, the NASD, the National Futures Association,
and the Commodity Futures Trading Commission. Investment advisors, broker-
dealers, commodity pool operators, and commodity trading advisors are highly
regulated by both federal and state authorities and by other self-regulatory
organizations. Such regulations may restrict both the types of investments and
amount of investments that JAHI may employ for its clients and itself. The
NASD, for instance, has strict requirements for the maintenance of net capital
9
<PAGE> 10
requirements by broker-dealers such as IFNI. There can be no assurance that
any changes to existing laws, regulations or rulings promulgated by government
entities having jurisdiction over the Company's investment advisory, broker-
dealer, investment company-related and commodities trading business will not
have an adverse effect upon the business of the Company, or that, despite its
best efforts, the Company currently operates in full compliance with all
applicable law and regulations or will be able to remain in compliance with all
applicable law and regulations. If the Company fails to maintain compliance
with all applicable regulations, JAHI and/or its subsidiaries may be subject
to various and significant fines, censures and other considerations and
penalties.
By law, investment advisors, broker-dealers, and investment companies are
fiduciaries and are required to serve their clients' interests with undivided
loyalty. The affiliation between the Company and IFNI may continue to be
scrutinized by the regulatory authorities because of the potential conflict of
interest created by related-party transactions and may be subject to various
regulations which may affect the fees and charges of IFNI. Additionally, as
the brokerage industry continues to become more competitive, fees for such
services may decline which result in a similar reduction in revenues from
trading transactions.
Findings contrary to industry regulations by one or more regulatory entities
may subject the Company to censures, fines and/or other liabilities, or cause
the Company to change its method of doing business. The SEC requires that
business be conducted in the best interests of the clients and that such
arrangements be disclosed to them. While the Company believes that its
existing policies, procedures and proposed relationships are in compliance
with applicable laws and regulations, findings to the contrary may have a
material adverse effect upon the Company.
Many aspects of the financial services industry involve substantial liability
risks, including but not limited to exposure under federal and state
securities laws in connection with the distribution of securities, brokerage
transactions, suitability and investment advisor activities. Although the
Company currently maintains errors and omission insurance and other insurance
to protect against these types of liabilities, there can be no guarantee that
this coverage will necessarily protect the Company and its shareholders from
potential claims.
The Company operates in a highly competitive industry with competition from
other investment advisors, commodity trading advisors, broker-dealers, and
mutual fund managers in addition to investment alternatives offered by
insurance companies, banks, securities dealers and other financial institutions.
Many of these institutions are able to engage in more extensive advertising and
may offer accounts insured by federal corporations such as the Federal Deposit
Insurance Corporation. JAHI believes its investment strategy, which centers
around attempting to understand the general trend of the market as assisted by
certain proprietary analyses, coupled with its long-term track record, make it
an attractive alternative to traditional mutual funds and other money managers.
Management fees for the third quarter decreased from the same period in 1997
due to performance in clients' managed accounts and a reduction in total assets
under management. The Company may continue to experience net losses on a
10
<PAGE> 11
quarterly and annual basis. Market conditions and other factors mentioned
above may materially impact this trend, either positively or negatively.
Long-term trends in retention of client assets since fiscal year-end 1995 show
that the Company has had a net loss in assets under management, i.e., more
assets in client accounts have departed from the Company's management than
were brought in as new managed assets. This declining trend in total assets
under management may continue to have a direct negative impact upon the
Company's investment advisory revenues and related brokerage commissions. It
is likely that future net income/loss of the Company will be substantially
impacted by the amount of assets under management, investment management
decisions and general stock market conditions, among other factors listed in
this report.
During 1997, the Nasdaq Stock Market formalized new standards for continued
listing of securities on the Nasdaq Small Cap Market ("Nasdaq"). During the
third quarter of 1998, JAHI common stock was delisted from Nasdaq. The
Company's common stock is now traded on the OTC Bulletin Board, which may
adversely affect the trading and liquidity of the Company's common stock.
The SEC recently completed an examination of the Company. As a result of this
examination, certain issues arose regarding possible violations of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment
Advisers Act of 1940 relating to the contingent "best efforts" private placement
debenture offering for Boston Restaurants Associates, Inc. The SEC has
initiated discussions with the Company's legal counsel with regard to these
issues and may be considering formal action against the Company. Legal counsel
to the Company filed a "Wells Submission" with the SEC on June 1, 1998, and the
Company to date has not heard anything further from the SEC. Management and
legal counsel to the Company cannot, at this time, predict with any certainty
the outcome of the SEC's examination or whether the resolution will have a
material effect on JAHI's operations or financial statements.
Other than the foregoing, the Company is not a party in any material litigation,
and management has no knowledge of any threatened material litigation against
the Company.
Effective September 14, 1998, the Company received notification from its
independent auditors of their resignation. Further details regarding this
resignation are available through the Company's most recent Form 8-K filing
with the SEC.
Effective September 30, 1998, Mr. Robert Flaherty, an outside Director of the
Board of JAHI, resigned. Mr. Flaherty did not resign, however, due to a
disagreement with the Company regarding its operations, policies or practices.
Effective October 31, 1998, Mr. Frederick Whittlesey, Chief Financial Officer,
Chief Compliance Officer, and Secretary & Treasurer of the Board of Directors,
resigned from the above positions. Mr. Whittlesey will continue to function as
a non-executive officer of the Company under the new title, Vice-President,
Compliance & Corporate Reporting.
11
<PAGE> 12
Effective January 1, 1999, Mr. Albert J. Elko, current sub-administrator to
the Portfolio, will become Vice-President, Finance & Operations, of Jordan
American Holdings, Inc.
Effective January 1, 1999, Mr. Ron Stiller, National Sales & Marketing
Director for JAHI, will no longer be a salaried employee of the Company.
Mr. Stiller will, however, remain on the Company's Board of Directors. As of
October 1998, the Company discontinued marketing and sales efforts related to
the ancillary products such as insurance, estate planning, annuities, etc.,
mentioned in previous reports filed by the Company with the SEC to focus its
efforts on asset gathering and portfolio management.
Results of Operations
- ---------------------
The Company had a net loss for the three months ended September 30, 1998, of
($340,340) or ($0.03) per basic and diluted common share compared to a net loss
of ($246,544) or ($0.02) per basic and diluted common share for the same period
in 1997. This increased loss compared to the same period last year stems from
lower revenues from performance fee based managed accounts, a general decrease
in assets under management, and lower commission revenues. The Company also
reported a net loss per basic and diluted common share for the nine months
ended September 30, 1998, of ($671,414) or ($0.06) compared to ($695,520) or
($0.07) for the same period in 1997.
For the three months ended September 30, 1998, revenues from investment advisory
fees totaled $106,798 compared to revenues from investment advisory fees of
$493,052 for the same period in 1997, a decrease of approximately 78% due
primarily to significantly lower revenues from performance fee based managed
accounts during the third quarter of fiscal 1998.
Commission income decreased for the three months ended September 30, 1998, to
$51,940 compared to $98,960 for the same period in 1997, a decrease of
approximately 48% due to fewer securities transactions resulting from the
amount of securities being purchased and sold in client accounts as incidental
to management's investment advisory decisions based on technical and fundamental
considerations of individual securities, market conditions and other factors.
Total other income was ($66,362) for the three months ended September 30, 1998,
compared to ($144,319) for the same period in 1997. This decrease was primarily
due to fewer realized losses from investing and trading compared to the same
period in 1997.
Selling, general, and administrative ("SG&A") expenses of $372,716 were incurred
during the three month period ended September 30, 1998, compared to similar SG&A
expenses of $634,237 for the same period in 1997, a decrease of approximately
41% due primarily to lower selling and marketing expenses.
12
<PAGE> 13
Liquidity and Capital Resources
- -------------------------------
At September 30, 1998, the Company had cash and cash equivalents of $488,727
versus $51,286 at December 31, 1997. This increase is primarily due to the sale
of certain marketable securities held at December 31, 1997, and the Company's
collection of the balance of its note receivable of approximately $435,000
relating to the three year promissory note, originally due January 12, 1999,
regarding its previous corporate headquarters located in Sarasota, Florida, as
described in the Company's 1997 10-KSB and accompanying notes related to the
Company's audit (p. F-10).
Accounts payable and accrued expenses were $168,890 at September 30, 1998,
compared to $179,360 at December 31, 1997. Accruals are based upon expenses as
determined by management's estimate.
Cash flows provided by (used in) operating activities for the nine months ended
September 30, 1998, were ($3,452) compared to ($754,686) for the same period
in 1997 due primarily to changes in operating assets related to the sale of
marketable securities. Cash flows provided by (used in) investing activities
for the nine months ended September 30, 1998, were $560,893 compared to
($54,519) for the same period in 1997 due primarily to the receipt of the
principal balance on the note related to the Company's former corporate
headquarters. Cash flows provided by (used in) financing activities were
($120,000) for the nine month period ended September 30, 1998, compared to
($323,082) for the same period in 1997 due primarily to the conclusion of the
Company's repurchase of its common stock.
Current cash needs may not continue to be met during the next six months to one
year unless revenues from investment advisory fees and brokerage transactions
or other sources increase, or unless the Company liquidates its marketable
securities and/or other investments, or reduces SG&A significantly.
13
<PAGE> 14
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JORDAN AMERICAN HOLDINGS, INC.
Dated: November 10, 1998 By: /s/ Charles R. Clark
Charles R. Clark
Chief Executive Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000855663
<NAME> JORDAN AMERICAN HOLDINGS, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 488,727
<SECURITIES> 234,894
<RECEIVABLES> 54,185
<ALLOWANCES> 12,960
<INVENTORY> 0
<CURRENT-ASSETS> 977,484
<PP&E> 202,899
<DEPRECIATION> 121,750
<TOTAL-ASSETS> 1,608,633
<CURRENT-LIABILITIES> 288,626
<BONDS> 0
0
30,000
<COMMON> 10,411
<OTHER-SE> 1,279,596
<TOTAL-LIABILITY-AND-EQUITY> 1,608,633
<SALES> 0
<TOTAL-REVENUES> 492,073
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,053
<INCOME-PRETAX> (491,414)
<INCOME-TAX> 0
<INCOME-CONTINUING> (491,414)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (491,414)
<EPS-PRIMARY> (0.06)
<EPS-DILUTED> (0.06)
</TABLE>
