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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number 0-18974
Jordan American Holdings, Inc.
Florida 65-0142815
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1875 Ski Time Square Drive
Suite One, Steamboat Springs, CO 80487
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (970) 879-1189
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.001 par value
Check whether the Company (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
proceeding 12 months (or for such shorter period that the Company was
required to file such reports), and (2) has been subject to filing
requirements for the past 90 days. Yes X No ____
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of the
Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
to this Form 10-KSB. [ ]
The Company's revenues for its 1997 fiscal year were $1,382,894. The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Company is $1,533,074 based on the closing price of
$0.375 as of February 27, 1998, multiplied by 4,088,197 shares of common
stock.
As of February 27, 1998, the Company had a total of 10,408,876 shares of
common stock outstanding.
______________
*Affiliates for the purpose of this item refer to the officers, directors,
and/or persons or firms owning 5% or more of the Company's common stock,
both of record and beneficially.
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DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe
them and identify the part of Form 10-KSB into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b)
or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes.
Portions of Proxy Statements for 1998 Annual Meeting - Part III
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INDEX
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PART 1 PAGE
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Item 1. Business 3
Item 2. Properties 9
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 10
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 10
Item 6. Management's Discussion and Analysis 11
Item 7. Financial Statements 14
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure 15
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons: Compliance with Section 16(a) of the Exchange Act 15
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial Owners and Management 15
Item 12. Certain Relationships and Related Transactions 15
Item 13. Exhibits and Reports on Form 8-K 15
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PART I
Item 1. Business
General
Jordan American Holdings, Inc. ("JAHI" or "Company"), is an investment
advisory firm which conducts business under the name "Equity Assets
Management" ("EAM") and managed approximately $56 million in client accounts
at December 31, 1997. IMPACT Financial Network, Inc., ("IFNI", formerly
known as Management Securities, Inc.) a subsidiary of JAHI, is a registered
broker-dealer and a member of the National Association of Securities
Dealers, Inc. ("NASD") and the Securities Investor Protection Corporation
("SIPC"). Wallace Neal Jordan, Chief Investment Officer of JAHI, founded
Equity Assets Management, Inc. in 1972 and IMPACT Financial Network, Inc. in
1986.
The Company is registered with the Securities and Exchange Commission
("SEC") as an investment advisor, and engages in business as a money manager
of individually held equity portfolios and pooled investments.
Clients of JAHI may consist of individuals, investment companies,
corporations, foundations, and individual retirement, corporate, group
pension, profit-sharing plans and other accounts. The objective for accounts
managed by the Company is significant capital appreciation. The Company, at
December 31, 1997, and 1996, managed approximately 568 and 577 accounts,
respectively, and the average account size was approximately $98,728 and,
$114,200, respectively.
JAHI is compensated for its management of accounts through two primary
methods. The Company receives a fixed percentage of assets on an annual
basis or a percentage of profits based upon the account's annual
performance. As required by the SEC, only qualified clients may be charged
on a percentage of profits basis.
At December 31, 1997, approximately 44% of the assets under management had
contracted to pay the normal percentage of assets fee of 1.9% annually.
Percentage of assets accounts, 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. Approximately 56% of the managed assets
are billed on a performance basis whereby the Company normally receives 20%
of the net realized and unrealized gains, including dividends and interest,
in the account following each year of management. Investment advisory fees
based on a percentage of the annual increase (performance billings) in the
market value of a client's portfolio are fully recognized at the contract
anniversary date after the period of management. Management fee
compensation which is due to sales representatives is accrued when such fees
are billed and is paid to sales representatives quarterly.
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Asset management contracts are terminable upon written notice from the
client(s), and management fees are refundable on a pro-rata basis, as
applicable. For additional information and details regarding the Company's
business operations and policies, a copy of disclosure document Form ADV,
Part II is available without charge upon written request to the Company.
Exceptional management performance in percentage of profit accounts may
result in substantial revenues for the Company while poor performance in the
same accounts may yield no revenues for the Company from approximately 56%
of the Company's assets under management. Additionally, because percentage
of profit contracts are billed on an annual basis for each respective
client, there may be a delay in billing revenue for 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, depending on the billing cycle of respective clients and the
performance of other equities held in the portfolio during the interim
period prior to the calculation of the billing.
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, expense and related
effectiveness of marketing efforts, competition from other investment
advisory companies and mutual funds, interest rate changes by the Federal
Reserve Board, economic conditions such as high inflation and/or recession,
international events, acts of terrorism, and other factors.
Approximately 80% of JAHI's clients maintain brokerage accounts with IFNI
for assets placed under EAM's management. The affiliation between the
Company and IFNI is disclosed to all the Company's clients through Form ADV,
Part II. IFNI is compensated for securities transactions on behalf of the
Company's managed accounts by receipt of commissions. IFNI does not hold
funds nor hold or transmit securities for clients and does not carry
accounts of or for any customers of the Company. IFNI currently executes
orders through Pershing & Co., a division of Donaldson, Lufkin, & Jenrette,
a securities corporation. Pershing, a member of SIPC, acts as clearing
house and custodian and processes all confirmations and monthly statements
for JAHI clients who choose to place their accounts with IFNI. Clients may
decide to house their accounts at another brokerage institution of their own
choosing. Commission income is recognized on a settlement date basis, which
does not differ materially from the trade date basis of accounting.
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. If the conversion of Preferred Stock to
Common Stock occurred, the Company would then be relieved of $240,000 in
annual preferred dividend payments to the holders of the Preferred Stock.
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While there can be no guarantee of achieving its objective, management of
the Company continues to pursue a restructuring of part or all of the
Preferred Stock to improve the Company's earnings attributable to common
stock by lessening or eliminating the current dividend on the preferred
stock, which totaled $240,000 in 1997 and is expected to total the same
amount in 1998. Other than the dividend for the Company's Preferred Stock,
there is no short or long term plan for the Company to pay any dividends.
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 December 31, 1997,
the Portfolio had assets of approximately $3 million from which JAHI and
IFNI receives management fees and brokerage commissions, respectively.
During 1997, JAHI also formed a new, wholly-owned subsidiary, IMPACT
Administrative Services, Inc. ("IASI"), which will serve as administrative
and transfer agent for the Portfolio through the services of a sub-agency.
The Company is not averse to the possibility of acquiring entities which
management believes would be beneficial to the Company in terms of the
acquired entity's ability to generate additional revenues from its operations.
The Company continues the development of new product offerings through its
newly formed financial services marketing division, IMPACT Research Group.
The Company intends to begin offering products such as insurance, estate
planning and a market timing service related to changes in major market
trends to broaden JAHI's revenue base and to gain greater access to
potential new assets under management.
The Company plans to continue expenditures for marketing and is actively
engaged in plans for asset gathering and creating exposure of the Company's
common stock and warrants through seminars, national investment shows,
advertising, improved marketing materials, potential joint ventures with
other professionals, the development of an internal sales force, selling
agreements with other broker-dealers and other factors. Operationally, the
Company is positioned with personnel and systems to manage as much as $500
million in total assets without a significant, or corresponding, increase in
operating costs. Thus, the Company's profit margins may increase
substantially with additional assets under management, strong performance in
clients' managed accounts and increased commission revenues from clients'
accounts through IFNI.
The Company develops prospective equity clients through seminars, money
shows, its web site (www.jahi.com), sales representatives, and referrals
from clients, securities broker-dealers and other sources. Prospective EAM
clients provide information about themselves, their investment experience,
and their net worth through new account forms, a suitability questionnaire,
personal interviews and other methods.
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Management believes the Company's investment strategy and long-term
performance history of managed accounts provide a base for marketing the
Company's investment advisory services to a growing network of brokers,
institutions, and high-net worth individuals despite the fact that the
Company's managed accounts have underperformed the market averages over the
last six years. JAHI's management anticipates that improved account
performance along with improved and increased attention to new asset
gathering will be the basis for the Company's long-term growth and potential
corresponding increases in earnings per share and market value of JAHI
common stock and warrants.
During the third quarter of 1994, Wallace Neal Jordan established Jordan
Assets, Ltd. In exchange for providing administrative services, the Company
receives 100% of any management fee revenue from Jordan Assets, Ltd., a
privately held affiliate which manages the Jordan Index Fund, L.P.,
("Fund"), a limited partnership with assets of approximately $10 million.
The Fund invests in stock index futures contracts and other securities and
receives as its fee 20% of the partnership's total profits. Fees for this
Fund are accounted for as deferred revenue until the annual billing date of
the Fund, which is July 31 of each year. Revenues to JAHI from the Fund
were approximately $90,000 in 1995 as compared to no revenues from the Fund
in both 1996 and 1997. Third quarter 1998 revenues may or may not be
materially impacted by revenues from the Fund as dependent upon investment
decisions made by Fund manager Wallace Neal Jordan.
Because the Fund is billed in July of each year, there exists the
possibility that significantly large earnings from the Fund may
substantially impact the earnings per share of the Company, although there
can be no guarantee that this will occur. Additionally, potential investors
in the Company's common stock or warrants should understand that there is no
guarantee that the Fund will continue to exist as a potential revenue source
for the Company after July 1998. Furthermore, although the Fund is managed
by a privately held affiliate, its manager, Mr. Jordan, continues to serve as
Chief Investment Officer for JAHI. It is possible that the structure of
this privately held affiliate may not adequately protect the Company against
loss in the event that the limited partners of the Fund make a claim against
the Fund or its General Partner, Mr. Jordan. All trading decisions for the
Fund are made by Mr. Jordan.
The Company also maintains investment accounts for itself which may engage
in speculative trading of stock index futures contracts and other
securities, although this practice was largely discontinued during the
fourth quarter of 1997.
With support from the Company's Board of Directors, JAHI has created a
$2,000 budget for the review and implementation of a process whereby
potential issues related to the Year 2000 problem will be addressed.
Because the Company does not serve as clearing house, custodian or other
information system provider of client accounts, JAHI's ability to manage
these issues is limited to its indirect involvement and interaction with the
systems of other companies. The Company retains various vendors and
software systems which are currently under review by their respective
vendors to identify and correct potential problems with their software and
systems related to the Year 2000. The Company anticipates no internal
operational problems related to the Year 2000.
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Competition
The Company operates in a highly competitive industry with competition from
other investment advisors, investment companies, commodity trading advisors,
broker-dealers and financial planners in addition to investment alternatives
offered by insurance companies, banks, credit unions, securities dealers and
other financial institutions. Many of these institutions possess large
sales forces and significant financial resources, are able to engage in more
extensive marketing and advertising than JAHI and may offer accounts insured
by the Federal Deposit Insurance Corporation. JAHI believes its investment
strategy, which centers around understanding the general trend of the market
as assisted by certain proprietary analysis, coupled with its exceptional
long-term track record, make it a viable alternative to traditionally-
managed mutual funds and money managers who purposefully disregard general
market conditions as part of their investment philosophy.
Regulation
The Company is subject and will continue to be subject, as are other
companies in the securities industry, to general stock market conditions and
fluctuations as influenced by Federal Reserve Board actions, both domestic
and international economic and political conditions and events, and trends
in business, finance and other factors as mentioned above.
The securities industry is subject to various risks and intense regulation
from the SEC, the NASD, the National Futures Association, and the
Commodities Futures Trading Commission. Investment advisors,
broker-dealers, and commodities 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 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 and commodities
trading business will not have an adverse effect upon the business of the
Company, or that 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 may be subject to various
and significant fines, censures and other considerations.
During 1997, the Nasdaq Stock Market formalized new standards for continued
listing of securities on the Nasdaq Small Cap Market. There can be no
guarantee that the Company will be able to meet or maintain these standards,
which include but are not limited to a minimum share price of $1.00 or
greater for small-capitalization companies such as Jordan American
Holdings, Inc. Should the Company not be able to meet or maintain the
listing standards, the Company may be de-listed from its current listing and
be traded on the OTC Bulletin Board. Such an event, if it occurs, may
adversely effect the trading and liquidity of the Company's common stock and
warrants. Additionally, if the Company's securities are de-listed, re-entry
standards may be much more difficult for the Company to achieve in order to
gain re-listing on the Nasdaq Small Cap Market. The Company's common stock
currently does not meet both the net tangible asset and minimum bid price
requirements for continued listing on the Nasdaq Small Cap Market.
Additionally, the Company's warrants are also subject to de-listing due to
current inability to maintain two or more market makers for JAHI warrants.
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Under the Investment Company Act of 1940 (the "1940 Act"), a company which
invests more than 40% of its total assets, on an unconsolidated basis, in
securities, excluding certain securities such as government securities, cash
items, and subsidiaries which are not investment companies, is subject to
the registration provisions of the 1940 Act. The Company does not intend to
invest its assets in a manner which would require registration under the
1940 Act. To this end, it intends to monitor the value of its investments
on a monthly basis. If the value of the Company's investments fluctuate to
the extent that they exceed 40% of total assets on an unconsolidated basis,
the Company would be required to register as an investment company or seek
an exemption therefrom. The 1940 Act and rules promulgated thereunder
impose restrictions and limitations on the activities of an investment
company, which may adversely impact the Company's business and operations.
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 described above
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. Because of this potential conflict of interest,
these arrangements may be closely examined by the SEC and other regulatory
authorities to determine that such transactions are conducted within the
rules and regulations promulgated by the SEC and others. Findings to the
contrary may subject the Company to censures, significant fines and/or other
liabilities, or cause the Company to change its method of doing business,
and could therefore have a material adverse effect on the Company. 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 relationships are in compliance with applicable law and
regulations, findings to the contrary may have a material adverse effect
upon the Company.
Additionally, because a substantial portion of the Company's outstanding
common stock and warrants are held in EAM client accounts, other conflicts
of interest may arise. As of February 1997, the management of JAHI decided
to remove all holdings of JAHI common stock and warrants from the company's
managed accounts no later than December 31, 1997, to avoid any potential
conflict of interest. In April of 1997, the Board of Directors unanimously
voted to retain JAHI securities in EAM accounts but to discontinue all
directed purchasing activities for clients related to JAHI stock and
warrants and to only sell JAHI securities as instructed in writing by the
client(s).
Many aspects of the financial services industry involve substantial
liability risks, including exposure under federal and state securities laws
in connection with the distribution of securities and investment advisor
activities. The Company currently maintains errors and omission insurance
policies insuring against this risk, although such insurance does not
necessarily protect the Company against loss in all events.
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Employees
At February 28, 1998, the Company employed nine full-time personnel.
Management of JAHI believes that clients of the Company have invested their
assets with the Company primarily based upon the long-term performance
record of Mr. Jordan and, for many, their long-standing investment
relationship with him. The Company may be materially adversely affected in
the event of Mr. Jordan's death, as it is possible that many client accounts
would choose to discontinue their managed accounts. However, current
management of the Company believes that, because of greater management
depth, especially in regard to C.E.O. and Senior Assistant Portfolio Manager
Charles R. Clark, who has begun his seventh year of working with
Mr. Jordan, and improved management information systems, this may not
necessarily occur. The Company maintains "key man" life insurance on
Mr. Jordan in the amount of $3.75 million, which is payable to the Kirkland
S. & Rena B. Lamb Foundation as redemption capital for the Lamb Foundation's
current investment in $3 million worth of JAHI preferred stock. The Company
also maintains current life insurance policies on Charles R. Clark and
Frederick A. Whittlesey, both of whom are executive officers of the Company.
Additionally, the Company maintains substantial special life insurance
coverage on Mr. Jordan, Mr. Clark, and Mr. Whittlesey whenever they are
traveling by air.
Item 2. Properties
Please see "Notes to Consolidated Financial Statements", page F-10, Note 3,
for details regarding the sale of the Company's former headquarters in
Sarasota, Florida. The Company currently rents its office space at 1875 Ski
Time Square, Steamboat Springs, Colorado, for approximately $2,500 per
month.
In February 1994 the Company purchased a condominium in Steamboat Springs,
Colorado, for approximately $163,000. The condominium was purchased for use
in the Company's marketing of its investment advisory business and for
general business purposes. The condominium is currently for sale in order
to use the cash raised by the sale for general business purposes.
Item 3. Legal Proceedings
The SEC recently completed an inspection of the Company. As a result of
this inspection, 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 offering for Boston Restaurants Associates, Inc. The SEC
has initiated discussions with the Company's legal counsel with regard to
these issues but has not proceeded, at this juncture, with any formal
action.
Management and legal counsel to the Company cannot, at this time, predict
with any certainty the outcome of the SEC's inspection or whether the
resolution will have a material effect on JAHI's operations or financial
statements. It is anticipated that this matter will be resolved or settled
with the SEC within the year ended December 31, 1998.
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.
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Item 4. Submission of Matters to a Vote of Security Holders
During the fourth quarter of the fiscal year covered by this report, no
matters were submitted to a vote of security holders through the
solicitation of proxies or otherwise.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Market for Common Stock
The Company's common stock currently trades on The Nasdaq Small Cap Market
("Nasdaq") under the symbol "JAHI." The following are the high and low
sales prices for JAHI as reported by Nasdaq for the two year period ended
December 31, 1997. Such prices may represent high and low bid quotations or
prices between dealers in securities and do not include retail markup,
markdown, or commissions and may not necessarily represent actual
transactions.
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Common Stock Prices
Year Ended December 31, 1996 High Low
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First Quarter $1.56 $1.00
Second Quarter $1.44 $0.91
Third Quarter $1.25 $0.63
Fourth Quarter $1.19 $0.59
Year Ended December 31, 1997
First Quarter $1.00 $0.50
Second Quarter $0.84 $0.50
Third Quarter $0.78 $0.59
Fourth Quarter $0.63 $0.38
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On February 27, 1998, the closing price of the Company's common stock was
$0.38. In addition, as of February 27, 1998, approximately 1,724,000 shares
of common stock were held in accounts of EAM clients, which represented
approximately 17% of the Company's outstanding shares as of December 31,
1997. Wallace Neal Jordan owned approximately 37% of the Company's
outstanding shares at December 31, 1997.
Dividends
The Company has not paid or declared cash dividends on its common stock
since inception and does not anticipate paying dividends in the foreseeable
future. At December 31, 1997, the Company's policy was to retain all
earnings (except for the preferred dividend discussed below) for application
in its business. Payment of future cash dividends is at the discretion of
the Board of Directors and will depend upon earnings, financial requirements
of the Company and such other factors as the Board of Directors may deem
relevant.
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The Company makes semi-annual cash dividend payments on its cumulative
convertible non-voting preferred stock at a rate of 8% per annum, to the
extent permitted by Florida law. Total payments in 1997 were $240,000 and
projected annual payments for 1998 are also $240,000.
In January 1996, JAHI's Board of Directors approved a stock repurchase of up
to $1.5 million of JAHI common stock. On January 7, 1998, the Company
announced the culmination of the stock buyback, having repurchased 461,168
shares of JAHI common stock since January 1996.
Holders
At December 31, 1997, there were 10,408,876 shares outstanding of the
Company's common stock and 257 shareholders of record.
Item 6. Management's Discussion and Analysis
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.
Operational Notes
During 1997 the Company acquired the future revenues of IMPACT Financial
Network, which were formerly due to its founder, Mr. Ronald Stiller, in
order to increase the potential benefit to the Company which a financial
services and marketing firm may be able to achieve from its operations and
revenues in areas such as insurance, estate planning, mortgage services and
charitable gifting, as well as asset management. The Company hired
Mr. Stiller, at that time and currently a member of the Company's Board of
Directors, to serve on a full-time basis as JAHI's National Sales &
Marketing Director.
On July 1, 1997, the registration statement of the Impact Management Growth
Portfolio ("Portfolio") became effective with the SEC. While there can be no
guarantee that the Portfolio will be profitable, the Company believes that
assets will be raised for the Portfolio over the next one to two years,
which may increase the Company's revenues through both management and
brokerage fees. Additionally, during the third quarter of 1997 the Company
formed IMPACT Administrative Services, Inc. ("IASI"), which is anticipated
to serve as fund accountant, administrator, dividend disbursing and transfer
agent for the Portfolio through a sub-agency, from which IASI is expected to
receive annual revenues of $165.00 per account beginning in 1998. There can
be no guarantee, however, that the hiring of Mr. Stiller or the formation of
IASI will necessarily result in improved revenues or improved net income to
the Company.
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During the third quarter of 1997 the Company announced the appointment of
Ms. Terri Williams Abady as a Director of the Board. Ms. Abady founded
Digital Post & Graphics, Inc., which specializes in video graphics, editing,
and special effects for advertising and corporate communications. She
served as President of the graphic design/film production company from its
formation in 1987 until its sale in April of 1997. Ms. Abady was actively
involved in all aspects of commercial television sales and network and
independent broadcasting management. From 1976 until founding her own
company in 1987, she served in a series of television sales and management
positions, culminating in Station Manager of KTZZ TV in Seattle, Washington.
JAHI also announced in the third quarter of 1997 the election of Mr. Charles
R. Clark by the Board of Directors as the Company's new Chief Executive
Officer, a position formerly held by Mr. Neal Jordan. Mr. Clark, formerly
Chief Operating Officer of JAHI, will continue to serve as Senior Assistant
Portfolio Manager in conjunction with Mr. Jordan, who the Board appointed as
the Company's Chief Investment Officer. The Board believes this corporate
management restructuring, which became effective October 1, 1997, will allow
Mr. Jordan to focus his efforts primarily upon portfolio management for the
Company's clients. Mr. Clark has been with JAHI since October of 1991.
During 1997, the Company expensed approximately $43,000 of receivables
associated with the 1997 formation of a limited partnership. The
partnership, which is not operational at the present time, may become
active during 1998, at which time such organizational costs may be
reimbursed to the Company as income.
The Company's assets under management at December 31, 1997, were
approximately $56 million as compared to approximately $65 million at the
end of fiscal year 1996 and $85 million at end of fiscal 1995. Total assets
under management will normally have a direct impact upon investment advisory
revenues.
Long-term trends in retention of client assets since fiscal year-end 1995
show that for fiscal 1996, the Company had a net loss in assets under
management, i.e., more assets in client accounts departed from the Company's
management than were brought in as new managed assets. During 1997, the
Company also experienced a net decrease in assets under management of
approximately $9 million. From January 1 through February 28, 1998, the
Company experienced a net loss in assets under management of approximately
$3.3 million. It is likely that future net income of the Company will be
substantially impacted by the amount of assets under management, investment
management decisions made by Mr. Jordan, and general stock market
conditions, among other factors listed above.
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The average compound performance of the Company's managed accounts in 1997
was approximately 2%, compared to -3.80% for 1996 and 34.42% for 1995.
Because approximately 56% of the Company's managed assets are billed on a
performance fee basis, revenue from these accounts will fluctuate in
relation to account performance. Calendar year comparisons of performance
fee revenue based upon calendar year account performance do not necessarily
correspond exactly to each other due to varying billing cycles of accounts.
Management fees for 1997 were relatively weak because of performance in
clients' managed accounts during 1996 and 1997. Unless account performance
and/or asset gathering increases, or trading activity increases, the current
earnings trend may continue. Market conditions and other factors may
materially impact this trend either positively or negatively.
During 1997 the Company re-negotiated its clearing arrangement with its
current clearing house, Pershing. While there can be no guarantee this
change will result in benefits to the Company, improved clearing costs may
increase profit margins in commission revenues received by the Company's
broker-dealer subsidiary, IFNI.
Results of Operations
Net (loss) attributable to common stock for fiscal year 1997 was
($1,072,844) or ($0.10) per common share and share equivalent compared to a
net income of $291,560 or $0.03 per common share and share equivalent for
the same period in 1996. Net income was primarily affected by relatively
low account performance in 1996 and 1997, a reduction in asset billing
revenues during fiscal 1997 and by decreased revenues from IFNI. Revenues
from investment advisory fees for fiscal year 1997 totaled $1,021,201
compared to revenues from investment advisory fees of $1,738,627 for the
same period in 1996.
Commission revenues decreased for fiscal year 1997 to $361,693 as compared
to $478,133 for the same period in 1996, a decrease of approximately 24%.
This decline was primarily due to fewer stock transactions resulting from a
decrease in the trading volume of securities being purchased and sold in
client accounts as determined by investment management decisions by the
Company based on its investment strategy, market conditions and other
factors. A decrease in total assets under management may also have affected
IFNI revenues during 1997, and a decrease or increase in assets under
management during 1998 may have a corresponding impact upon IFNI revenues
for 1998.
Both management fees and commission revenue were relatively low during 1997
because of performance in clients' managed accounts, a decrease in total
assets under management, and infrequent trading in managed accounts. Unless
account performance and asset gathering improves or increases, respectively,
the Company's current net loss trend may continue.
Selling, general, and administrative ("SG&A") expenses of $2,109,376 were
incurred during fiscal 1997, compared to SG&A expenses of $1,785,891 for the
same period in 1996, an increase of approximately 18%. The increase in SG&A
stems primarily from costs associated with the formation of the Impact
Management Investment Trust and the Impact Management Growth Portfolio, and
related organizational, legal and other operational expenses. The Company
expects such costs to be less substantial in 1998 than they were in 1997.
13
<PAGE> 14
Total other income (loss) was a loss of ($106,362) for fiscal 1997, compared
to income of $111,987 for fiscal year 1996. During 1997, the Company
experienced realized losses from trading activities of approximately
$320,000, which contributed significantly to the overall realized losses
from investing and trading of $275,824. Trading activity, including any
gains or losses, is not expected to occur during 1998.
Liquidity and Capital Resources
At December 31, 1997, the Company had cash and cash equivalents of $51,286
versus $1,725,056 at December 31, 1996. This decrease is primarily due to
use of cash in the formation of the Impact Management Investment Trust and
Impact Management Investment Portfolio, operational needs, investing in
securities, and cash used to repurchase shares of JAHI common stock.
Marketable securities were valued at $783,500 at December 31, 1997, as
compared to $495,625 at December 31, 1996, an increase of approximately 58%.
On December 31, 1996, the Company invested $500,000 into a convertible
debenture (see accompanying notes to financial statements) which will pay
interest during 1998 at a rate of 10%. This debenture, combined with the
note from the sale of the Company's former headquarters in Florida for
$435,000, constitute the "Notes receivable" total of $935,000 shown on the
Company's balance sheet as of December 31, 1997.
Accounts payable and accrued expenses were $179,360 at December 31, 1997, as
compared to $290,030 at December 31, 1996, a decrease of approximately 38%.
This decrease is primarily due to fewer accruals during 1997 than during
1996 for marketing expenses and various professional fees. Accruals are
based upon actual expenses incurred as well as unbilled expenses.
Net cash provided by (used in) operating activities for fiscal year 1997 was
($1,187,347) compared to $553,091 for the same period in 1996. Net cash
(used in) investing activities for fiscal 1997 was ($43,342) compared to
($420,800) for 1996. This decrease is due primarily to the Company's 1996
investment in the $500,000 debenture, described above. Net cash (used in)
financing activities for fiscal 1997 was ($443,081) compared to ($832,041)
for 1996.
Management of the Company believes short-term cash needs will be continue to
be met through management and brokerage revenue and the liquidation of
securities as needed. At December 31, 1997, the Company had $834,786 in
cash and marketable securities. The Company is due to receive over $400,000
in cash in January 1999 from the note receivable related to the Company's
former headquarters in Sarasota, Florida and expects to receive over
$175,000 during 1998 in cash from the sale of the Company's condominium
located in Steamboat Springs, Colorado.
Item 7. Financial Statements
Financial statements contained in this report reflect no change from the
preceding year in any accounting principles or practices or in the method or
application of those principles or practices. The Company did, however,
adopt Statement of Financial Accounting Standards No. 128 (see Note 1.J of
financial statements). Also please see financial statements (Arthur F.
Bell, Jr. & Associates, L.L.C. audit) located on pages F-1 through F-17.
14
<PAGE> 15
Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no changes in and/or disagreements with the Company's auditors
regarding accounting and financial disclosures during fiscal year 1997.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16 (a) of the Exchange Act.
The response to this item will be included in a definitive proxy statement
filed within 120 days after the end of the Company's fiscal year, which
response is incorporated herein by reference.
Item 10. Executive Compensation
The response to this item will be included in a definitive proxy statement
filed within 120 days after the end of the Company's fiscal year, which
response is incorporated herein by reference.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The response to this item will be included in a definitive proxy statement
filed within 120 days after the end of the Company's fiscal year, which
response is incorporated herein by reference.
Item 12. Certain Relationships and Related Transactions
The response to this item will be included in a definitive proxy statement
filed within 120 days after the end of the Company's fiscal year, which
response is incorporated herein by reference.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits: See Exhibit Index.
15
<PAGE> 16
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
3.1 Articles of Incorporation as amended (1)
3.2 Bylaws as amended (1)
4.1 Specimen Certificate of Common Stock (1)
4.2 Specimen Warrant Certificate (1)
4.3 Form of Warrant Agreement, as amended (1)
4.4 Form of IPO Underwriter's Warrant (1)
4.5 Designations of 8% Cumulative Convertible Preferred Stock (3)
10.1 Employment Agreement between the Company and W. N. Jordan (2)
10.2 Non-Competition Agreement between the Company and W. N. Jordan (2)
21 Subsidiaries of the Company:
IMPACT Financial Network, Inc.
Jordan International Holdings, Inc.
IMPACT Administrative Services, Inc.
23.1 Arthur F. Bell, Jr. & Associates, L.L.C., Consent 40
27.1 Financial Data Schedule
</TABLE>
(1) Incorporated herein from certain exhibits to the Company's Registration
Statement on Form S-1, File No. 33-31324, as declared effective by the
Securities and Exchange Commission on June 5, 1990.
(2) Incorporated herein from certain exhibits to the Company's Current
Report on Form 8-K dated August 15, 1991.
(3) Included in Exhibit 3.1.
16
<PAGE> 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
Dated March 20, 1998 By:/s/ Charles R. Clark
Charles R. Clark, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Dated March 20, 1998 /s/Wallace Neal Jordan
Wallace Neal Jordan, Director, Chairman of the Board,
Chief Investment Officer
Dated March 20, 1998 /s/ Charles R. Clark
Charles R. Clark, Director, Chief Executive Officer,
Senior Assistant Portfolio Manager
Dated March 20, 1998 /s/ Terri Williams Abady
Terri Williams Abady, Director
Dated March 20, 1998 /s/ Robert J. Flaherty
Robert J. Flaherty, Director
Dated March 20, 1998 /s/ Ronald A. Stiller
Ronald A. Stiller, Director, National Director of
Sales & Marketing
Dated March 20, 1998 /s/ Frederick A. Whittlesey
Frederick A. Whittlesey, Secretary, Treasurer,
Chief Financial Officer, Chief Compliance Officer
17
<PAGE> 18
JORDAN AMERICAN HOLDINGS, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
INDEX
PAGES
<S> <C>
Independent Auditor's Report F-1
Consolidated Financial Statements
Consolidated Balance Sheets
December 31, 1997 and 1996 F-2
Consolidated Statements of Operations
For the Years Ended December 31, 1997 and 1996 F-3
Consolidated Statements of Stockholders' Equity
For the Years Ended December 31, 1997 and 1996 F-4 - F-5
Consolidated Statements of Cash Flows
For the Years Ended December 31, 1997 and 1996 F-6
Notes to Consolidated Financial Statements F-7 - F-17
</TABLE>
<PAGE> 19
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
Jordan American Holdings, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Jordan
American Holdings, Inc. and subsidiaries as of December 31, 1997 and 1996,
and the related consolidated statements of operations, stockholders' equity,
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Jordan
American Holdings, Inc. and its subsidiaries as of December 31, 1997 and
1996, and the results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.
/s/ Arthur F. Bell, Jr. & Associates, L.L.C.
ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Lutherville, Maryland
February 9, 1998, except for Note 10
as to which the date is March 20, 1998
F-1
<PAGE> 20
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 51,286 $ 1,725,056
Marketable securities 783,500 495,625
Investment advisory fees receivable, net of
allowance for doubtful accounts of $12,960
in 1997 and $13,000 in 1996 99,178 92,796
Receivable from clearing broker 97,080 102,999
Deposit with clearing broker 25,000 25,000
Prepaid expenses and other current assets 97,635 42,954
Receivable from affiliates and officer (note 6) 15,000 139,250
Notes receivable (note 3) 935,000 946,175
Property and equipment, net (note 4) 220,575 189,901
---------- ----------
Total assets $ 2,324,254 $ 3,759,756
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 179,360 $ 290,030
Deferred investment advisory fees 153,472 213,942
---------- ----------
Total liabilities 332,832 503,972
---------- ----------
Stockholders' equity (notes 5, 6 and 8):
8% cumulative, convertible, non-voting
preferred stock, $0.01 par value;
$1.00 liquidation value; authorized
5,000,000 shares; issued and outstanding
3,000,000 shares 30,000 30,000
Common stock, $0.001 par value; authorized
20,000,000 shares; issued and outstanding
10,408,876 shares and 10,678,376 shares at
December 31, 1997 and 1996, respectively 10,409 10,678
Additional capital 4,622,853 4,930,202
Accumulated deficit (2,671,840) (1,715,096)
---------- ----------
Total stockholders' equity 1,991,422 3,255,784
========== ==========
Commitments, contingencies and related party
transactions (notes 2, 6, 9 and 10) - -
---------- ----------
Total liabilities and
stockholders' equity $ 2,324,254 $ 3,759,756
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE> 21
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
REVENUES
Investment advisory fees $ 1,021,201 $ 1,738,627
Commission income 361,693 478,133
---------- ----------
Total revenues 1,382,894 2,216,760
---------- ----------
Selling, general and administrative expenses 2,109,376 1,785,891
---------- ----------
Operating income (loss) (726,482) 430,869
---------- ----------
OTHER INCOME (LOSS)
Interest and dividends 123,522 134,540
Realized gain (loss) from investing
and trading (275,824) 194,215
Unrealized gain (loss) from investing
and trading 55,536 (118,866)
Arbitration settlement (note 9) - (99,348)
Other, net (9,596) 1,446
---------- ----------
Total other income (loss), net (106,362) 111,987
---------- ----------
Net income (loss) before income taxes (832,844) 542,856
Income taxes (note 7) - (11,296)
---------- ----------
Net income (loss) (832,844) 531,560
---------- ----------
Dividends on preferred stock 240,000 240,000
---------- ----------
Net income (loss) attributable to
common stock $(1,072,844) $ 291,560
========== ==========
Basic earnings per common share $ (.10) $ .03
========== ==========
Diluted earnings per common share $ (.10) $ .03
========== ==========
Weighted-average number of common shares
outstanding:
Basic 10,542,000 10,749,000
========== ==========
Diluted 10,542,000 10,767,000
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 22
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
Preferred Stock Common Stock Total
$0.01 par value $0.001 par value Additional Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 3,000,000 $30,000 10,836,544 $10,836 $5,197,632 $(2,062,712) $3,175,756
Issuance of common stock upon
exercise of options - - 15,000 15 19,673 - 19,688
Purchase and retirement of
common stock - - (173,168) (173) (47,103) (183,944) (231,220)
Consolidated net income - - - - - 531,560 531,560
Dividends on preferred stock - - - - (240,000) - (240,000)
Balance at December 31, 1996 3,000,000 30,000 10,678,376 10,678 4,930 202 (1,715,096) 3,255,784
--------- ------- ---------- ------- ---------- ---------- ----------
Issuance of common stock - - 18,500 19 11,544 - 11,563
Purchase and retirement of
common stock - - (288,000) (288) (78,893) (123,900) (203,081)
Consolidated net (loss) - - - - - (832,844) (832,844)
Dividends on preferred stock - - - - (240,000) - (240,000)
--------- ------- ---------- ------- ---------- ----------- ----------
Balance at December 31, 1997 3,000,000 $30,000 10,408,876 $10,409 $4,622,853 $(2,671,840) $1,991,422
========= ======= ========== ======= ========== =========== ==========
See accompanying notes to consolidated financial statements.
F-4 F-5
</TABLE>
<PAGE> 23
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Cash flows from (for) operating activities
Net income (loss) $ (832,844) $ 531,560
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation 23,843 23,720
Realized (gain) loss from investing
and trading 275,824 (194,215)
Unrealized (gain) loss from investing
and trading (55,536) 118,866
Issuance of common stock 11,563 -
Issuance of common stock upon exercise
of options - 7,388
Change in operating assets and liabilities:
Investment advisory fees receivable (6,382) 297,212
Trading marketable securities (508,163) (65,038)
Prepaid expenses and other current assets (48,762) (61,113)
Receivable from affiliates 124,250 (124,250)
Accounts payable and accrued expenses (110,670) 120,273
Deferred investment advisory fees (60,470) (101,312)
---------- ---------
Net cash provided by (used in)
operating activities (1,187,347) 553,091
---------- ---------
Cash flows from (for) investing activities
Purchase of convertible subordinated debenture - (500,000)
Proceeds from sale of land and building - 111,657
Capital expenditures, net (54,517) (17,457)
Loan to officer - (15,000)
Principal received on notes receivable 11,175 -
---------- ----------
Net cash (used in) investing activities (43,342) (420,800)
---------- ----------
Cash flows from (for) financing activities
Purchase and retirement of common stock (203,081) (231,220)
Proceeds from exercise of stock options - 12,300
Dividends on preferred stock (240,000) (240,000)
Repayment of note payable - (373,121)
---------- ----------
Net cash (used in) financing activities (443,081) (832,041)
---------- ----------
Net (decrease) in cash and
cash equivalents (1,673,770) (699,750)
Cash and cash equivalents, beginning of year 1,725,056 2,424,806
---------- ---------
Cash and cash equivalents, end of year $ 51,286 $ 1,725,056
========== ==========
Supplemental cash flow information:
Interest paid $ 9,179 $ 1,045
========== ==========
Income taxes paid $ 1,500 $ 11,296
========== ==========
</TABLE>
See note 3 regarding noncash investing activity.
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 24
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997 and 1996
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Business and Operations
Jordan American Holdings, Inc. and subsidiaries ("JAHI"/the "Company") was
incorporated in Florida in May 1989. The Company was previously known as
Christian Purchasing Network, Inc. until the Company's name was changed in
June 1993. The Company provides investment advisory and portfolio management
services to individual investors and pooled accounts.
At December 31, 1997 and 1996, the Company owned 100% of the issued and
outstanding common stock of IMPACT Financial Network, Inc. ("IFNI"). During
1997, IFNI changed its name from Management Securities, Inc. to IMPACT
Financial Network, Inc. Prior to March 15, 1996, the Company also owned 100%
of the issued and outstanding common stock of Jordan International Holdings,
Inc. ("JIH") which was dissolved effective March 15, 1996.
During 1997, the Company established a new wholly-owned subsidiary, IMPACT
Administrative Services, Inc., for the purpose of providing operational and
administrative support to Impact Management Investment Trust (see note 2).
IMPACT Administrative Services, Inc. has been inactive since its formation.
JAHI's customer investment transactions are primarily brokered through IFNI,
a registered broker and dealer in securities acting as non-clearing
introducing broker.
The Company also does business under the name of Equity Assets Management
("EAM"), the trade name of a former subsidiary which was merged into JAHI and
dissolved during 1995.
B. Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of JAHI and its
various subsidiaries. All significant intercompany transactions have been
eliminated during consolidation.
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and based upon
prescribed guidelines of the Securities and Exchange Commission's ("SEC")
Small Business ("SB") Regulations. Such consolidated financial statements
are not intended to include all disclosures required by the SEC's Regulation
S-X.
C. Investment Advisory Fees
Investment advisory fees received in advance 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 in the market value of a
customer's portfolio (including interest and dividends) are recognized at the
contract anniversary date. Commissions due sales representatives are
recognized when such fees are earned.
F-7
<PAGE> 25
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
C. Investment Advisory Fees (Continued)
The Company's revenues are significantly dependent upon the performance of
customers' investment portfolios. Such performance is impacted by changes in
securities and commodities prices and other factors. The revenue presented
in the consolidated statements of operations may not be indicative of future
performance.
As discussed in note 6, certain investment advisory customer accounts contain
common stock of the Company. The Company, at the discretion of Wallace Neal
Jordan, has elected not to bill certain customers whose accounts:
(i) contain Company common stock, (ii) have market values that are in a state
of decline and/or (iii) have appreciation rates below that for which
Mr. Jordan believes billing is appropriate. The aggregate dollar value of
such unbilled amounts was approximately $24,000 and $35,000 for the years
ended December 31, 1997 and 1996, respectively.
D. Commission Income
Commission income is recognized on a settlement date basis, which does not
differ materially from the trade date basis of accounting.
E. Cash and Cash Equivalents
All highly liquid instruments with original maturities of three months or
less are considered cash equivalents.
F. Marketable Securities
Marketable securities consist principally of corporate stocks. These
securities are carried at market value, as determined by nationally
recognized securities exchanges. The cost of marketable securities was
$910,096 and $677,757 at December 31, 1997 and 1996, respectively. In
addition, the Company engages in the trading of stock index futures contracts
which are valued at market value. Realized gain (loss) from the trading of
futures contracts amounted to approximately $(320,000) and $167,000 during
1997 and 1996, respectively. No open contracts existed at December 31, 1997
and 1996.
G. Deposit with Clearing Broker
The Company entered into an agreement with a clearing broker which requires a
minimum restricted cash balance of $25,000. Due to the restricted nature of
the cash deposit, it is not considered a "cash equivalent" for consolidated
financial statement purposes.
F-8
<PAGE> 26
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
H. Property and Equipment
Property and equipment is carried at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the related
assets (five or seven years for furniture, fixtures and equipment and thirty
years for buildings). When assets are retired or otherwise disposed of, the
cost and related accumulated depreciation are removed from the accounts, and
any resulting gain or loss is recognized currently. The cost of maintenance
and repairs is charged to expense as incurred, whereas renewals and capital
improvements are capitalized.
I. Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under
the asset and liability method of Statement 109, deferred tax assets and
liabilities are recognized for the estimated future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to be recovered or
settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
J. Earnings Per Common Share
During 1997, the Company adopted Statement of Financial Accounting Standards
No. 128, "Earnings per Share" (SFAS 128), which requires presentation of both
basic earnings per common share and diluted earnings per common share.
Additionally, SFAS 128 requires restatement of prior period earnings per
common share. No changes to the Company's previously reported earnings per
common share resulted from the adoption of SFAS 128.
Consolidated basic earnings per common share are based on the weighted-
average number of common shares outstanding during the year and diluted
earnings per common share are based on the weighted-average number of common
share and common share equivalents outstanding during the year. Diluted
earnings per common share calculations ignore common stock equivalent shares
when their inclusion in such calculations would have been anti-dilutive.
K. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that effect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the year.
Actual results could differ from those estimates, and such differences may be
material to the consolidated financial statements.
F-9
<PAGE> 27
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 2. IMPACT MANAGEMENT INVESTMENT TRUST
During 1997, the Company completed the formation and registration of Impact
Management Investment Trust (the "Trust"). The Trust is registered under the
Investment Company Act of 1940 as a diversified, open-end management
investment company (mutual fund). Impact Management Growth Portfolio (the
"Portfolio") is the initial Series of the Trust. JAHI is the investment
advisor of the Trust and IFNI is the primary distributor and the
broker/dealer through which the Trust executes its securities transactions.
The Portfolio commenced operations on June 17, 1997, with the sale of 10,000
shares of beneficial interest of the Portfolio to the Company for cash in the
amount of $100,000. The Portfolio commenced investing in securities on
September 16, 1997. At December 31, 1997, the market value of the Company's
investment in the Portfolio is $88,400, which is included in marketable
securities in the consolidated balance sheets.
As investment advisor of the Portfolio, the Company receives an annual
investment advisory fee equal to 2.25% of the Portfolio's average daily net
assets, which amounted to approximately $6,000 during 1997. IFNI, as broker
and dealer in securities of the Portfolio, receives commission income for the
Portfolio's purchases and sales of investment securities, which amounted to
approximately $12,000 during 1997.
Note 3. NOTES RECEIVABLE
On January 12, 1996, the Company sold the land and building of the Company's
former corporate headquarters in Sarasota, Florida, and repaid the
outstanding principal balance of $373,121. The land and building were sold
for $557,832 of which $111,657 was received in cash. A three year promissory
note was received from the purchaser for the balance of $446,175. The entire
principal balance of the note is due on January 12, 1999. The note bears
interest at a rate of 8% per annum and the Company receives monthly interest
payments on the outstanding principal balance of approximately $3,000. The
note is secured by the related land and building. During 1997, $11,175 of
the original principal balance of the note was prepaid by the borrower.
On December 31, 1996, the Company purchased a $500,000 variable rate
convertible subordinated debenture from Boston Restaurant Associates, Inc.
("BRAI"). The principal balance of the debenture is due and payable on
December 31, 2011. The debenture has a conversion price of $1.25 per share
and bears interest at a rate of 8% for 1997, 10% for 1998, 12% for 1999 and
14% thereafter. The principal amount of the debenture is included in notes
receivable in the December 31, 1997 and 1996 consolidated balance sheets.
In connection with the purchase of the debenture, the Company also acquired,
at no cost, warrants to subscribe for and purchase from BRAI up to 500,000
fully paid and nonassessable shares of BRAI's common stock. The purchase
rights represented by the warrants are exercisable by the Company, in whole
or in part, at any time through December 31, 2006, at an exercise price of
$3.00 per share.
The carrying value of the above notes receivable approximates the fair market
value as estimated by management, after considering such factors as current
interest rates, liquidity, conversion terms and the credit worthiness of the
borrowers. The Company's management has estimated the value of the BRAI
warrants to be $0 at December 31, 1997 and 1996. This determination was made
considering primarily the current value of the underlying common stock and
the current illiquidity of the warrants.
F-10
<PAGE> 28
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 4. PROPERTY AND EQUIPMENT
Property and equipment is summarized as follows at December 31:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Building and improvements $ 163,107 $ 163,107
Furniture, fixtures and equipment 160,430 105,913
--------- ---------
323,537 269,020
Less accumulated depreciation (102,962) (79,119)
--------- ---------
$ 220,575 $ 189,901
========= =========
</TABLE>
Note 5. STOCKHOLDERS' EQUITY
During June 1990, JAHI filed a registration statement offering for sale
units, at $10 per unit, with each unit consisting of five shares of common
stock and five warrants ("Public Warrants"). The warrants allowed the holder
to purchase one share of common stock, upon the exercise of two warrants, for
$3.20 per share, for a period of five years from the date of the prospectus
(June 5, 1990). IFNI acted as underwriter for this initial public offering.
Substantially all of the units underwritten by IFNI were sold to EAM
customers.
Prior to June 1995, the Company had stock warrants outstanding entitling the
warrant holder to acquire approximately 1,113,000 shares of common stock at
the price of $3.20 per share. The Company also had outstanding Underwriter
Warrants related to the initial public offering which entitled IFNI to
purchase 44,545 units of the Company at a price of $16.50 per unit. Each
unit consisted of five shares of common stock and five stock warrants. Two
stock warrants entitled IFNI to purchase one share of the Company's common
stock at $3.84 per share. Management of the Company reached an oral
agreement with Wallace Neal Jordan that the rights to such warrants were
transferred to Mr. Jordan immediately prior to the acquisition of IFNI by the
Company.
During June 1995, JAHI filed a registration statement amending certain terms
of the above mentioned warrants. The Public Warrants, which were originally
to expire on June 5, 1995, were amended to reduce the exercise price to $2.50
and to extend their expiration date for a period of five years to
June 5, 2000. The Underwriter Warrants, which were originally to expire on
dates ranging from September 27, 1995 to January 8, 1996, were amended (i) to
reduce the exercise price to $12.90 per unit; (ii) so that two stock warrants
entitle the holder to purchase one share of common stock for $3.00 per share;
and (iii) to extend their respective expiration dates for a period of five
years to dates ranging from September 27, 2000 to January 8, 2001.
At December 31, 1997 and 1996, the Company had stock warrants outstanding
entitling the warrant holder to acquire 1,113,000 shares of common stock at
$2.50 per share. The Company also had outstanding Underwriter Warrants
related to the initial public offering entitling Wallace Neal Jordan
(pursuant to the aforementioned oral agreement) to purchase 44,545 units of
the Company at a price of $12.90 per unit.
F-11
<PAGE> 29
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 5. STOCKHOLDERS' EQUITY (CONTINUED)
JAHI has authorized 5,000,000 shares of $0.01 par value preferred stock. The
Board of Directors is authorized to issue preferred stock in one or more
series, to determine the rights thereto, and to fix the number of shares on
any series of preferred stock and the designation of any such series.
During 1993, the Company completed a $3,000,000 private placement of 750,000
units, each unit comprised of four shares of 8% cumulative, convertible,
non-voting preferred stock and one share of common stock. All units were
sold to a customer of EAM (see note 6). The common stock issued in this
offering was given to the Company by three officers of the Company for no
additional consideration.
The preferred stock is convertible at the rate of one share of common stock
for each $3.50 in Face Amount ($1.00) of the preferred stock converted. If
at any time the closing bid price of the common stock for the period of
thirty consecutive trading days exceeds $5.25 per share, then, in such event,
the Company may, upon 30 days written notice, automatically convert the
preferred stock to common stock at the rate of $3.50 in Face Amount of the
shares converted. The preferred stock has a liquidation preference of $1.00
per share plus accrued and unpaid dividends.
In connection with the preferred stock offering, the Company obtained "key
man" life insurance on the life of Wallace Neal Jordan, in the amount of
$3,750,000, with the Company as the beneficiary. In the event of
Mr. Jordan's death, the benefit shall be paid by the Company to the holders
of the Preferred Stock outstanding on that date, at the rate of $1.25 per
share, in exchange for such shares. The Company has also agreed to use its
best efforts to continue to maintain sufficient insurance so long as there
are shares of the Preferred Stock outstanding. During January 1996, the
provisions of the life insurance were changed so that the holder of Preferred
Stock outstanding became the direct beneficiary. In addition, the Company
maintains life insurance on other officers aggregating $1,000,000, with the
Company as the primary beneficiary.
In January 1996, the Board of Directors approved repurchase by the Company of
up to $1.5 million worth of the Company's common stock. During 1997, the
Company repurchased 288,000 shares of its common stock at a cost of $203,081
pursuant to the stock repurchase, and during 1996, the Company repurchased
173,168 shares of its common stock at a cost of $231,220 pursuant to the
stock repurchase. In November 1997, the Board of Directors elected to
discontinue the repurchase of its common stock.
Note 6. RELATED PARTY TRANSACTIONS
At December 31, 1997 and 1996, Company officers, directors, and their family
members owned 4,473,856 and 4,863,206 shares (43% and 46%), respectively, of
the Company's common stock. Also at December 31, 1997 and 1996,
approximately 1,778,000 and 2,183,000 shares (17% and 20%), respectively, of
JAHI common stock were held in the accounts of the Company's customers.
Wallace Neal Jordan has had limited control over these shares, however, he
will not exercise such authority without specific written customer
authorization. Many of the Company's customers acquired their shares during
the initial public offering and thus also own warrants enabling them to
purchase additional shares of JAHI common stock.
F-12
<PAGE> 30
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 6. RELATED PARTY TRANSACTIONS (CONTINUED)
During 1996, the Company loaned Wallace Neal Jordan, the Company's Chief
Investment Officer, $15,000 in exchange for a two year note payable in full,
upon demand, prior to October 9, 1998. The note bears interest at a rate of
6% per annum and the Company receives quarterly interest payments which
commenced on December 31, 1996.
During 1996, the Company entered into an Agreement of Joint Venture with
IMPACT Financial Network ("IMPACT"), a company unaffiliated with IFNI, for
the purpose of forming Impact Management Investment Trust (see note 2).
Ronald A. Stiller, the President of IMPACT, is also a member of the Board of
Directors of the Company. Pursuant to the provisions of the Agreement of
Joint Venture, all expenses associated with the creation, maintenance and
operation of the Trust and Impact Management Growth Portfolio were to be
funded from the administration fees that are paid by the Trust to IMPACT
Management Services, Inc., an affiliate of IMPACT. As of December 31, 1996,
the Company had incurred $87,871 of costs associated with the creation of the
Trust and Impact Management Growth Portfolio. During 1996, the Company also
paid various promotional costs on behalf of IMPACT which amounted to
approximately $6,000. At December 31, 1996, these amounts were subject to
future reimbursement to the Company from IMPACT and its affiliates. During
1997, the Company incurred approximately $104,000 of additional costs
associated with the creation of the Trust and Impact Management Growth
Portfolio which was also subject to future reimbursement from IMPACT and its
affiliates. During 1997, Ronald A. Stiller resigned as President of IMPACT
and was hired by the Company as National Sales and Marketing Director.
Pursuant to Mr. Stiller's employment terms, the Company forgave all amounts
owed by IMPACT and its affiliates in exchange for all future administration
fees of the Trust and other future revenue. Accordingly, amounts owed by
IMPACT and its affiliates totaling approximately $198,000 were written-off by
the Company during 1997.
During 1996, the Company began the formation of Jordan New Millennium Fund,
L.P. (the "Partnership"). The Partnership intends on engaging in the
business of trading and investing in securities of United States issuers,
primarily in publicly traded common and preferred stocks. It is anticipated
that the General Partner of the Partnership will be Jorkar Management, L.P.,
of which the Company will be the General Partner and, accordingly, the
Company will receive a portion of the fees earned by Jorkar Management, L.P.
As of December 31, 1996, the Company paid costs incurred in connection with
the formation of the Partnership amounting to $30,506. This amount, along
with additional amounts incurred during 1997 of $14,248 were to be repaid to
the Company by the Partnership out of the proceeds of the Partnership's
private placement offering. During 1997, the Company determined that future
collectibility of such costs was uncertain and, accordingly, such costs were
written-off.
In 1994, Wallace Neal Jordan established the Jordan Index Fund, L.P. (the
"Fund"). The Fund engages in the speculative trading of stock index futures
contracts, and may occasionally trade in equity securities and stock options.
The Fund is administered by its general partner, Jordan Assets, Ltd. Jordan
Assets, Ltd. is not a subsidiary of JAHI, although JAHI is registered as a
principal of Jordan Assets, Ltd. with the Commodity Futures Trading
Commission. All trading decisions for the Fund are made by Jordan Assets,
Ltd. Certain customers of the Company participate in the Fund at the sole
discretion of such customers. Additionally, certain administrative functions
are provided to the Fund by JAHI in return for the fees earned by Jordan
Assets, Ltd. No such fees were earned during 1997 or 1996.
F-13
<PAGE> 31
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 7. INCOME TAXES
The tax effect of temporary differences that give rise to significant
portions of deferred tax assets and deferred tax liabilities are primarily
attributable to net operating loss carryforwards for U.S. income tax
purposes. As of December 31, 1997 and 1996, the Company had approximately
$3,530,000 and $2,660,000, respectively, in pretax U.S. net operating loss
carryforwards, expiring through the year 2012. A large portion of such net
operating loss carryforwards were incurred prior to the August 15, 1991
reverse acquisition of JAHI and its subsidiaries, and as such, management of
the Company anticipates restrictions on the use of these carryforwards due to
provisions of Section 382 of the U.S. Internal Revenue Code. The deferred
tax assets that result from such operating loss carryforwards of
approximately $1,200,000 and $903,000 at December 31, 1997 and 1996,
respectively, have been fully reserved in the accompanying consolidated
financial statements. During the years ended December 31, 1997 and 1996, the
valuation allowance established against the net operating loss carryforwards
increased by $297,000 and decreased by $199,000, respectively, representing
the incurrance of additional losses during 1997 and the utilization of
certain carryforwards to offset taxable income during 1996.
As of December 31, 1997, the Company also had a U.S. net capital loss
carryforward of approximately $275,000, which expires on December 31, 2002.
The deferred tax asset of approximately $93,500, that results from the
capital loss carryforward, has been fully reserved in the accompanying
consolidated financial statements. At December 31, 1996, there were no U.S.
net capital loss carryforwards.
Income tax expense for 1996 reflected in the consolidated statements of
operations relates primarily to alternative minimum tax, which was computed
based on estimated alternative minimum taxable income for the year.
Note 8. STOCK OPTIONS
During August 1991, the Board of Directors of JAHI approved the Long-Term
Incentive Plan (the "Plan"), a non-qualified stock option plan. The
aggregate number of shares of common stock which may be granted by the
Company will not exceed a maximum of 1,000,000 shares during the period of
the Plan.
The option price per share shall be at least the fair market value (as
determined by the Finance/Compensation Committee or, in lieu thereof, the
Board of Directors) of the common stock on the date the stock option is
granted. If at any time a stock option is granted, an employee owns more
than 10% of the total combined voting power of all classes of stock of the
Company or any of its subsidiaries, then the terms of the stock option shall
specify that the option price shall be at least 110% of the fair market value
of the stock subject to the option, and shall be exercisable for up to 5
years from the date of grant. In addition, the Plan provides for the
mandatory grant of options to directors on a yearly basis commencing
March 1, 1993.
If for any reason a change in control of the Company occurs, or under the
sole discretion of the Finance/Compensation Committee or, in lieu thereof,
the Board of Directors, all shares subject to the stock option shall
immediately become earned and exercisable. The Board of Directors may
discontinue the Plan at any time, and may amend it from time to time.
Certain amendments require stockholders' approval.
F-14
<PAGE> 32
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 8. STOCK OPTIONS (CONTINUED)
The Company has also issued certain stock options outside of the Plan.
Information with respect to all options is as follows:
<TABLE>
<CAPTION>
Weighted-
Long-term Average
Incentive Other Exercise Exercise
Plan Options Total Price Range Price Range
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1995 339,406 112,200 451,606 $0.57-2.00 $ 1.14
Granted 213,953 115,000 328,953 $0.82-1.38 $ 1.11
Exercised - (15,000) (15,000) $ .82 $ .82
Forfeited (15,000) - (15,000) $ .82 $ .82
------- ------- --------- ---------- ------
Balance at
December 31, 1996 538,359 212,200 750,559 $0.57-2.00 $ 1.14
Granted 360,000 30,000 390,000 $0.60-1.00 $ .94
------- ------- --------- ---------- ------
Balance at
December 31, 1997 898,359 242,200 1,140,559 $0.57-2.00 $ 1.07
======= ======= ========= ========== ======
Number of options
exercisable at
December 31, 1996 219,381 112,200 331,581 $0.57-2.00 $ 1.16
======= ======= ========= ========== ======
Number of options
exercisable at
December 31, 1997 323,204 112,200 435,404 $0.57-2.00 $ 1.11
======= ======= ========= ========== ======
At December 31, 1997 and 1996, respectively, 65,641 and 425,641 share options
were available for future grant under the Plan.
F-15
<PAGE> 33
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 8. STOCK OPTIONS (CONTINUED)
The following table summarizes additional information regarding all stock
options outstanding at December 31, 1997.
</TABLE>
<TABLE>
<CAPTION>
**Options Outstanding** **Options Exercisable**
Number Weighted Number
Outstanding -Average Weighted Exercisable Weighted
Range of at Remaining -Average at -Average
Exercise December 31, Contractual Exercise December 31, Exercise
Prices 1997 Life Price 1997 Price
<S> <C> <C> <C> <C> <C>
$ .57-1.00 686,106 8.1 years $ .92 271,513 $ .87
$1.01-1.50 360,953 6.7 years 1.15 83,591 1.14
$1.51-2.00 93,500 6.1 years 1.89 80,300 1.87
--------- -------
1,140,559 435,404
</TABLE>
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation" which recommends, but does not require, measuring compensation
cost for stock options based on the fair value of the options at the grant
date. The Company has elected not to adopt SFAS 123 but continues to apply
Accounting Principles Board Opinion No. 25 and related Interpretations in
accounting for the Plan and other stock option activity. Had the Company
measured compensation cost based on the fair value of the options at the
grant date for 1997 and 1996 consistent with the method prescribed by
SFAS 123, the Company's net income (loss) and earnings per common share would
have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C> <C>
Net income (loss) attributable As reported $(1,072,844) $291,560
to common stock Pro forma $(1,140,457) $240,317
Basic and diluted earnings As reported $ (.10) $ .03
per common share Pro forma $ (.11) $ .02
</TABLE>
The fair value of each option grant was estimated at the date of the grant
using the Black-Scholes option-pricing model with the following assumptions
for 1997 and 1996: risk-free interest rate of 6%; no dividend yield;
expected life of 6 years; and volatility of 81% for 1997 and 85% for 1996.
During the initial phase-in period of applying SFAS 123 for pro forma
disclosure purposes, the results may not be representative of the effects on
reported net income for future years because options vest over several years
and additional rewards generally are made each year.
F-16
<PAGE> 34
JORDAN AMERICAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
Note 9. COMMITMENTS AND CONTINGENCIES
The Company has entered into employment agreements with certain individuals
who are stockholders and directors of the Company. The agreements establish
certain minimum base compensation levels, and provide for certain
compensation incentives based on the Company's performance. No bonuses were
earned under these agreements during the years ended December 31, 1997 and
1996. The Company did, however, grant bonuses totaling approximately $36,000
during the year ended December 31, 1996.
The Company has a substantial portion of its assets on deposit with banks and
brokers. Assets deposited with banks and brokers are subject to credit risk.
In the event of a bank's or broker's insolvency, recovery of Company assets
on deposit may be limited to account insurance or other protection afforded
such deposits.
Many aspects of the financial services industry involve substantial risks of
liability, including exposure to substantial liability under federal and
state securities laws in connection with the distribution of securities and
investment advisor activities.
In August 1994, Gene K. Glasser, Sylvia Gusar and Evan Gusar (the
"Claimants"), as Joint Personal Representatives of the Estate of Sidney Gusar
(the "Decedent"), initiated an arbitration proceeding with the National
Association of Securities Dealers, Inc. against EAM, IFNI, and Wallace Neal
Jordan (the "Respondents"). The Claimants alleged claims against the
Respondents for violations of federal and Florida securities laws, common law
fraud, breach of fiduciary duty and negligence in connection with the
Respondent's administration of a portfolio management account that the
Decedent had opened in 1976. The arbitration hearing was conducted on
April 23-27, 1996, before a panel of three arbitrators. In a decision dated
June 21, 1996, the arbitrators rendered an award against the Respondents,
jointly and severally in the amount of $45,000. Claimants' remaining claims
for actual damages, statutory punitive and treble damages, attorneys fees,
interest and costs were denied. The Company incurred costs during 1996
related to this case, including the award, attorneys fees and other costs
amounting to $99,348.
The Company is not currently a party to any material litigation, and
management has no knowledge of any threatened material litigation against the
Company.
Note 10. REGULATORY COMPLIANCE
The SEC recently completed an inspection of the investment advisory and
broker/dealer operations of the Company and IFNI. As a result of the
inspection, certain issues arose regarding possible violations of the
Securities Act of 1933, the Securities Exchange Act of 1934 and the
Investment Company Act of 1940 relating primarily to IFNI's involvement in
the contingent "best efforts" private placement offering for Boston
Restaurant Associates, Inc. The SEC has initiated discussions with the
Company's management and legal counsel with regard to these issues but, has
not proceeded, at this juncture, with any formal action.
Management and legal counsel to the Company cannot, at this time, predict
with any certainty the outcome of the SEC's inspection or whether the
resolution will have a material affect on the Company's operations or
financial statements. It is anticipated that this matter will be resolved or
settled with the SEC during the year ended December 31, 1998.
F-17
Subsidiaries of the Company
<TABLE>
<CAPTION>
Other Names under
Jurisdiction of which Business is
Name Incorporation Conducted (dba)
- -------------------------------------- --------------- -----------------
<S> <C> <C>
IMPACT Financial Network, Inc. Florida formerly Management
Securities, Inc.
Jordan International Holdings, Inc. Florida not applicable
(disolved March, 1996)
IMPACT Administrative Services, Inc. Florida not applicable
(incorporated August, 1997)
</TABLE>
<PAGE> 1
Exhibit 23.1
To the Board of Directors and Stockholders
Jordan American Holdings, Inc. and Subsidiaries
We consent to incorporation by reference in the registration statements
(Nos. 33-80690 and 33-82552) on Form S-8 and the registration statement on
Form S-3 that is Post-Effective Amendment No. 4 to the registration statement
(No. 33-31234) on Form S-1 of Jordan American Holdings, Inc. of our report
dated February 9, 1998, except for Note 10 as to which the date is March 20,
1998, relating to the consolidated balance sheets of Jordan American
Holdings, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years then ended, which report appears in Jordan American
Holdings, Inc.'s Annual Report on Form 10-KSB for the year ended December 31,
1997.
/s/ Arthur F. Bell, Jr. & Associates, L.L.C.
ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
March 26, 1998
Lutherville, Maryland
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 51,286
<SECURITIES> 783,500
<RECEIVABLES> 112,138
<ALLOWANCES> 12,960
<INVENTORY> 0
<CURRENT-ASSETS> 1,153,679
<PP&E> 323,537
<DEPRECIATION> 102,962
<TOTAL-ASSETS> 2,324,254
<CURRENT-LIABILITIES> 332,832
<BONDS> 0
0
30,000
<COMMON> 10,409
<OTHER-SE> 1,951,013
<TOTAL-LIABILITY-AND-EQUITY> 2,324,254
<SALES> 0
<TOTAL-REVENUES> 1,382,894
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (832,844)
<INCOME-TAX> 0
<INCOME-CONTINUING> (832,844)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (832,844)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
