INTERNATIONAL ASSETS HOLDING CORP
10QSB, 1996-05-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                     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 March 31, 1996

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                        Commission File Number 33-70334-A


                    INTERNATIONAL ASSETS HOLDING CORPORATION
        (Exact name of small business issuer as specified in its charter)



     Delaware                                             59-2921318
- - -------------------------------------------------------------------------------
(State or other jurisdiction of               (IRS Employer  Identification No.)
incorporation or organization)

                        250 Park Avenue South, Suite 200
                              Winter Park, FL 32789
                    (Address of principal executive offices)

                                 (407) 629-1400
                           (Issuer's telephone number)

                                       NA
     
- - -------------------------------------------------------------------------------
(Former name,former address and former fiscal year,if changed since last report)
                         

Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes [X] No [ ].

The number of shares  outstanding of Common Stock was 1,459,187 as of April
30, 1996.

Transitional small business disclosure format Yes [ ] No [X]
<PAGE>


                                      INDEX



                                                                       Page No.
Part I.    FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

        Condensed Consolidated Balance Sheet at March 31, 1996 ..............  4

        Condensed Consolidated Statements of Operations for the
        Six Months ended March 31, 1996, and 1995 ...........................  6

        Condensed Consolidated Statements of Operations for the
        Three Months ended March 31, 1996, and 1995 .........................  7

        Condensed Consolidated Statements of Cash Flows for the
        Six Months ended March 31, 1996, and 1995 ...........................  8

        Notes to Condensed Consolidated Financial Statements ................ 10

Item 2. Management's Discussion and Analysis or Plan of Operation ........... 13

Part II.   OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders ................. 17

Item 6. Exhibits and Reports on Form 8-K .................................... 17

        Signatures .......................................................... 20

<PAGE>



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet

                                 March 31, 1996

                                   (Unaudited)


             Assets


Cash ............................................................     $  343,354
Cash deposits with clearing broker ..............................        713,594
Foreign currency deposits with clearing broker ..................          2,728
Short term investments ..........................................      1,583,176
Receivable from clearing broker .................................        382,080
Receivable from affiliated company ..............................         32,315
Other receivables ...............................................        103,901
Securities owned, at market value ...............................      3,128,851
Deferred income tax benefit .....................................         30,526

Property and equipment, at cost:
     Leasehold improvements .....................................         40,404
     Furniture and equipment ....................................        581,564
                                                                      ----------

                                                                         621,968
Less accumulated depreciation and amortization ..................        287,963
                                                                      ----------

             Net property and equipment .........................        334,005

Other assets, net of accumulated amortization of $25,250 ........        173,733






                                                                      ==========
                                                                      $6,828,263
                                                                      ==========


See accompanying notes to condensed consolidated financial statements
<PAGE>

            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet

                                 March 31, 1996

                                   (Unaudited)


             Liabilities and Stockholders' Equity


Liabilities:
     Securities sold, but not yet purchased, at market value .....    $  895,973
     Accounts payable ............................................       102,714
     Accrued salaries, commissions and benefits ..................       621,923
     Other accrued expenses ......................................       166,086
     Income taxes payable ........................................        24,850
     Deferred income taxes .......................................        14,753
     Other .......................................................         7,484
                                                                      ----------

             Total liabilities ...................................     1,833,783
                                                                      ----------


Stockholders' equity:
     Preferred stock, $.01 par value.  Authorized 1,000,000
       shares; issued and outstanding -0- shares .................          --
    Common stock, $.01 par value.  Authorized 3,000,000
       shares; issued and outstanding 1,459,687 shares ...........        14,597
     Additional paid-in capital ..................................     3,285,986
     Retained earnings ...........................................     1,693,897
                                                                      ----------

             Total stockholders' equity ..........................     4,994,480





                                                                      ==========
                                                                      $6,828,263
                                                                      ==========


See accompanying notes to condensed consolidated financial statements

<PAGE>



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                For the Six Months Ended March 31, 1996, and 1995

                                   (Unaudited)

                                                    1996         1995
Revenues:
     Commissions                                 $4,485,601    3,109,107
     Net dealer inventory and investment gains    1,235,565      699,216
     Other revenue                                  281,960      193,575
                                                 ----------   ----------

Total revenues                                    6,003,126    4,001,898
                                                  ---------    ---------

Expenses:
     Commissions and clearing fees               2,494,831    1,828,969
     Employees compensation and benefits         1,272,208      818,874
     Communications and promotions                 866,047      702,812
     Other operating expenses                      624,847      480,415
                                                 ---------    ---------

        Total expenses ............              5,257,933    3,831,070
                                                 ---------    ---------

Income before income taxes                         745,193      170,828

Income tax expense                                 303,507       87,489
                                                   -------      -------

Net income                                      $  441,686       83,339
                                                   =======       ======



Earnings per common and dilutive common equivalent share:
          Primary:                              $     .241         .057
          Fully diluted:                        $     .241         .057

Weighted average number of common and dilutive
     common equivalent shares outstanding:
          Primary                                2,119,336     1,462,068
          Fully diluted                          2,119,336     1,462,068



See accompanying notes to condensed consolidated financial statements.

<PAGE>


            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

               For the Three Months Ended March 31, 1996, and 1995

                                   (Unaudited)

                                                         1996          1995
Revenues:
     Commissions ...................................   $2,604,241    1,405,398
     Net dealer inventory and investment gains .....      614,647      357,670
     Other revenue .................................      124,906      128,183
                                                        ----------   ----------

             Total revenues ........................    3,343,794    1,891,251
                                                        ----------   ----------

Expenses:
     Commissions and clearing fees .................    1,443,190      816,870
     Employees compensation and benefits ...........      723,904      392,367
     Communications and promotions .................      439,160      343,932
     Other operating expenses ......................      314,737      241,954
                                                         ---------   ----------

             Total expenses ........................    2,920,991    1,795,123
                                                        ----------   ----------

Income before income taxes .........................      422,803       96,128

Income tax expense .................................      168,214       55,444
                                                         
                                                        ----------   ----------

Net Income .........................................   $  254,589       40,684
                                                        ==========   ==========



Earnings per common and dilutive common equivalent share:
          Primary: .................................   $     .130         .028
          Fully diluted: ...........................   $     .130         .028

Weighted average number of common and dilutive
     common equivalent shares outstanding:
          Primary ..................................    2,234,452    1,460,887
          Fully diluted ............................    2,234,452    1,460,887






See accompanying notes to condensed consolidated financial statements.

<PAGE>

            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                For the Six Months Ended March 31, 1996, and 1995

                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                                              <C>               <C> 
                                                                                                 1996              1995
Cash flows from operating activities:
Net income                                                                                     $441,686            83,339
Adjustments to reconcile net income to net cash used
       for operating activities:
          Net amortization and appreciation of short-term investments                           (48,439)          (36,311)
          Loss on disposal of property and equipment                                                   0              216  
          Depreciation and amortization                                                          57,779            39,329
          Deferred income taxes                                                                  (1,085)          (19,907)
          Cash provided by (used for) changes in:
             Receivable from clearing broker                                                   (229,346)         (416,877)
             Receivable from affiliated company                                                    8,457          (10,692)
             Other receivables                                                                    19,001           20,378
             Refundable income taxes                                                                   0           (3,364)       
             Securities owned                                                                (1,129,755)         (100,750)
             Other assets                                                                            400           (3,664)
             Payable to clearing broker                                                                0         (573,394)        
             Securities sold, but not yet purchased                                              480,269          (55,926)
             Accounts payable                                                                      5,907            92,272
             Accrued salaries, commissions and benefits                                         (49,037)         (255,089)
             Other accrued expenses                                                                  230          (14,465)
             Income taxes payable                                                              (144,408)         (285,190)
             Other liabilities                                                                        93                90
                                                                                          ---------------   ---------------

             Net cash used for operating activities                                            (588,248)       (1,540,005)
                                                                                          ---------------   ---------------

Cash flows from investing activities:
     Disposal of short-term investments                                                       5,279,000         1,191,000
     Acquisition of short-term investments                                                   (5,053,161)       (1,190,316)
     Acquisition of property, equipment & other assets                                         (178,093)          (63,363)
     Repayments of loan to Employee Stock Ownership Plan                                              0            54,000       
                                                                                          ---------------   ---------------

             Net cash provided by (used for) investing activities                                 47,746           (7,619)
                                                                                          ---------------   ---------------
                                                                             
See accompanying notes to condensed consolidated financial statements.                                         (continued)
</TABLE>

<PAGE>

            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

           Condensed Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
<S>                                                                                              <C>              <C>


                                                                                                 1996               1995

Cash flows from financing activities:
     Acquisition of common shares for repurchase plan                                            (4,693)                0         
     Acquisition of redeemable common shares for treasury                                             0           (21,435)        
                                                                                          ---------------   ---------------

             Net cash used for financing activities                                              (4,693)          (21,435)
                                                                                          ---------------   ---------------

             Net decrease in cash                                                              (545,195)       (1,569,059)

Cash and cash equivalents at beginning of period                                               1,604,871         2,010,266
                                                                                          ---------------   ---------------

Cash and cash equivalents at end of period                                             $       1,059,676           441,207
                                                                                          ===============   ===============


Supplemental disclosure of cash flow information:
     Cash paid for interest                                                            $           4,440               898
                                                                                          ===============   ===============

     Income taxes paid                                                                 $         449,000           395,950
                                                                                          ===============   ===============

</TABLE>


     Noncash financing  activities:  During December,  1994, the Company retired
treasury stock with a cost of $21,435 representing 4,513 shares of the Company's
common  stock.  The  retirement  of the  treasury  stock has been  recorded as a
reduction of common stock and retained earnings.



See accompanying notes to condensed consolidated financial statements.

<PAGE>


            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                            March 31, 1996, and 1995

     (1) Basis of Presentation 

     The accompanying unaudited condensed consolidated financial statements have
been prepared in  accordance  with the  instructions  and  requirements  of Form
10-QSB and,  therefore,  do not include all information and footnotes  necessary
for a fair presentation of financial position,  results of operations,  and cash
flows in  conformity  with  generally  accepted  accounting  principles.  In the
opinion  of  Management,  such  financial  statements  reflect  all  adjustments
necessary  for a fair  statement  of the results of  operations,  cash flows and
financial position for the interim periods presented.  Operating results for the
interim  periods  are not  necessarily  indicative  of the  results  that may be
expected for the full year. It is suggested  that these  condensed  consolidated
financial   statements  be  read  in  conjunction  with  the  Company's  audited
consolidated  financial statements for the year ending September 30, 1995, filed
on Form 10-KSB and Amendment No. 1 to Form 10-KSB (SEC File Number 33-70334-A).

     As used in this Form 10-QSB, the term'Company' refers,  unless the context
requires  otherwise,  to International  Assets Holding  Corporation and its five
wholly owned subsidiaries;  International Assets Advisory Corp. ('IAAC'), Global
Assets Advisors,  Inc. ('GAA'),  International Financial Products, Inc. ('IFP'),
GlobalNet  Securities,  Inc. ('GNSI') and  International  Asset Management Corp.
('IAMC').

     (2) Securities Owned and Sold, But Not Yet Purchased

     Marketable  securities  owned and sold,  but not yet purchased at March 31,
1996,  consist of trading and  investment  securities at quoted market values as
follows:

                                                                Sold, but not
                                                   Owned        yet purchased
 
Obligation of U.S. Government ...............   $1,065,215         --
Common stock and American Depository Receipts    1,565,502      895,973
Unit Investment Trusts ......................      353,831         --
Corporate debt securities ...................      113,212         --
Foreign government obligations ..............       31,091         --
                                                 ---------      -------
                                                $3,128,851      895,973
                                                 ---------      -------
<PAGE>


            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued

     (3)  Amendment to Stock Option Plan 

     On  December  28,  1995,  the  Company's  Board of  Directors  approved  an
amendment  effective  December 28, 1995,  to the  International  Assets  Holding
Corporation  Stock Option Plan (the 'Plan') and approved its  submission  to the
shareholders for their approval.  The amendment received shareholder approval at
the annual meeting of  stockholders on February 15, 1996. The Plan was initially
adopted by the Board of  Directors  on January  23,  1993,  and  approved by the
shareholders  on November 10, 1993.  The  amendment  to the Plan  increased  the
number of shares  available for issuance  under the Plan from 250,000 to 500,000
shares. As of March 31, 1996,  425,000 option shares are granted and outstanding
under the Plan.

     (4) Earnings Per Common Share 

     Primary  and  fully  diluted   earnings  per  common  and  dilutive  common
equivalent  share for the three  months and the six months ended March 31, 1996,
have been  computed  by dividing  adjusted  net income by the  weighted  average
number of common and  dilutive  common  equivalent  shares  outstanding.  Common
equivalent  shares  represent  shares of common stock  issuable upon the assumed
exercise  of  stock  options  and  warrants.  Common  equivalent  shares  had an
antidilutive  effect on the earnings per share  computation for the three months
and the six months ended March 31, 1995.

     (5) Leases 

     The Company is obligated under various  noncancelable  operating leases for
the rental of its office facilities and certain office  equipment.  Rent expense
associated  with operating  leases amounted to $144,111 and $115,192 for the six
months ended March 31, 1996, and 1995, respectively.  The minimum lease payments
under noncancelable operating leases as of March 31, 1996, are as follows:

                Year Ending September 30, 
                         1996                   293,705
                         1997                   272,741
                         1998                   258,312
                         1999                   105,532
                      Thereafter                   --
                                               ---------
                                             $1,184,603
                                               ---------
<PAGE>


            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued

     (6) Stock Repurchase Program 

     On March 13, 1996,  the Company  announced  that the Board of Directors has
authorized  the Company to  repurchase up to $500,000 of its common stock in the
open market  during the  remainder of the fiscal year which ends  September  30,
1996.  The stock  purchases will be made in the open market from time to time as
market conditions  permit. The Company is required to comply with Rule 10b-18 of
the Securities  and Exchange  Commission  which  regulates the specific terms in
which  shares  may be  repurchased.  As of  April  30,  1996,  the  Company  has
repurchased 1,700 shares under this repurchase program.

     (7)  Redeemable Common Stock 

     The Company has an Employee  Stock  Ownership  Plan  ('ESOP')  with 357,715
unregistered  common shares and 3,000 registered  common shares.  All registered
and unregistered shares have been allocated to ESOP participants as of March 31,
1996. In the event of  termination  of employment  of an ESOP  participant,  the
Company may be obligated to issue a put option to a terminated participant which
may require the Company to redeem, within 60 days of issuance of the put option,
the participants'  vested shares of the Company's common stock.  Pursuant to the
ESOP the  redemption  price of the put option  will be the  current  fair market
value as of the date of the  issuance  of the put  option.  If a put  option  is
required  to  be  issued,  it  shall  be  issued  as  soon  as  administratively
practicable  following  the  close of the plan  year in  which  the  participant
terminated  employment.  The plan year for the ESOP is the calendar  year. As of
March 31,  1996,  there are  approximately  19,300  vested  shares  allocated to
participants  that  terminated  employment  during  the 1996 plan  year.  If the
Company's shares  distributed to a participant are registered and tradable on an
established  securities  market,  the  Company is not  required to provide a put
option to the participant.

     The Company is in the process of preparing a registration statement for the
unregistered  shares held by the ESOP.  It is  currently  anticipated  that this
registration  process will be completed before the end of the 1996 calendar year
end.  It is  also  anticipated  that  the  19,300  vested  shares  allocated  to
terminated  participants will be registered before the end of the ESOP plan year
and the Company's requirement to issue put options will terminate at that time.



<PAGE>


       ITEM 2. MANAGEMENt'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


     The Company's  assets have increased from $6,101,325 at September 30, 1995,
to $6,828,263 at March 31, 1996,  and the Company's  liabilities  increased from
$1,543,837 at September 30, 1995, to $1,833,783 at March 31, 1996.  The increase
in the net assets (assets less liabilities) of $436,992 primarily relates to the
net income earned for the six month fiscal period.

     The  Company's  condensed  consolidated  balance  sheet at March 31,  1996,
reflects a receivable from clearing broker, for trades which had not yet settled
for cash, due to the proceeds from the sale of securities  exceeding the cost of
securities purchased.

Results of Operations:

Six Months Ended March 31, 1996, as Compared to
the Six Months Ended March 31, 1995

     The  earnings of the Company  are subject to wide  fluctuations  since many
factors  over which the  Company  has  little or no  control,  particularly  the
overall volume of trading and the volatility and general level of market prices,
may significantly affect its operations.

     The Company's revenues are derived primarily from commissions earned on the
sale of securities  and trading  income in securities  purchased or sold for the
Company's  account.  For  the  six  months  ended  March  31,  1996,  and  1995,
approximately 75% and 78%, respectively,  of the Company's revenues were derived
from  commissions  earned on the sale of  securities.  For the six months  ended
March  31,  1996,  and 1995,  approximately  21% and 17%,  respectively,  of the
Company's total revenues were from net dealer inventory and investment gains.

     Total  revenues  increased  by  approximately  50% for the six months ended
March 31, 1996,  as compared to the six months  ended March 31, 1995,  despite a
decrease in the average  number of account  executives  from 43, as of March 31,
1995, to 41, as of March 31, 1996, or a decrease of 5%. The increase in revenues
was  attributable to the strong  investment  markets during the six months ended
March 31, 1996,  which  resulted in an increase in the average  dollar amount of
trades and an increase in trading  volume  during the six months ended March 31,
1996, as compared to the six months ended March 31, 1995.

                                       
<PAGE>

     Commission  revenue increased  approximately 44% while net dealer inventory
and investment gains (trading revenue)  increased  approximately 77% for the six
months ended March 31, 1996, as compared to the six months ended March 31, 1995.
The  increase  in  trading  revenue is  primarily  attributable  to  substantial
increases in the Company's wholesale trading and retail trading activities.  The
Company's trading department  primarily  concentrates on global securities which
it believes  are likely to be traded by the  Company's  clients.  By focusing on
these  types  of  securities,  trading  revenue  is  more  directly  related  to
commission revenue and order flow.


     Other  revenues  increased  approximately  46% during the six months  ended
March 31, 1996, as compared to the six months ended March 31, 1995. The increase
in other revenue during the six months ended March 31, 1996, is partially due to
an increase in interest earned on short and long term U.S. government securities
held by the  Company,  fees for money  management  and sales of other  financial
products.

     The  major   expenses   incurred  by  the  Company   relate  to  employees'
compensation  and  benefits,  direct  costs  of  securities  operations  such as
commissions and clearing fees, and communications and promotions expense.

     Total  expenses  increased  by  approximately  37% for the six months ended
March 31,  1996,  as  compared  to the same  period in 1995.  This  increase  is
primarily  attributable to increases in commissions and clearing fees, employees
compensation  and benefits ,  communications  and promotions and other operating
expenses.

     Commissions and clearing  expenses  increased  approximately 36% during the
six months  ended March 31, 1996,  as compared to the same period in 1995.  This
increase is directly related to the increased  commission  revenue and increased
trading activity. Employee compensation and benefits expense rose 55% during the
six months ended March 31,  1996,  as compared to the six months ended March 31,
1995.  The increase in employee  compensation  and benefits is primarily  due to
increases  in  performance  based bonus  accruals  based on the  increase in net
income by the Company during the six months ended March 31, 1996, as compared to
the six months ended March 31, 1995.

     Overall promotion and communication expenses increased 23% primarily due to
additional total personnel and increased  promotional  activities during the six
months ended March 31, 1996, as compared to the six months ended March 31, 1995.
Other operating expenses increased approximately 30% during the six months ended
March 31,  1996,  as  compared  to the six months  ended  March 31,  1995.  This
increase is  partially  attributable  to an  increase  in rent of  approximately
$29,000  related to the  Company's  expansion  of office  space,  an increase in
leased  equipment  and  maintenance  expense  of  approximately  $25,000  and an
increase of approximately $17,000 in amortization and depreciation expense.

     As a result of the above,  income  before  income  taxes has  increased  by
approximately  $574,000  during the six months ended March 31, 1996, as compared
to the six months ended March 31, 1995. The Company's  effective income tax rate
was approximately 41% and 51% for the six months ended March 31, 1996, and 1995,
respectively.
<PAGE>



    Three Months Ended March 31, 1996, as Compared to
    the Three Months Ended March 31, 1995

     For the three months ended March 31, 1996, and 1995,  approximately 78% and
74%,  respectively,  of the  Company's  revenues  were derived from  commissions
earned on the sale of securities. For the three months ended March 31, 1996, and
1995,  approximately 18% and 19%, respectively,  of the Company's total revenues
were from net dealer inventory and investment gains.

     Total revenues  increased by  approximately  77% for the three months ended
March 31, 1996, as compared to the three months ended March 31, 1995,  despite a
decrease in the average  number of account  executives  from 43, as of March 31,
1995, to 41, as of March 31, 1996, or a decrease of 5%. The increase in revenues
was attributable to the strong investment  markets during the three months ended
March 31, 1996,  which  resulted in an increase in the average  dollar amount of
trades and an increase in trading volume during the three months ended March 31,
1996, as compared to the three months ended March 31, 1995.

     Commission  revenue increased  approximately 85% while net dealer inventory
and investment gains (trading revenue) increased approximately 72% for the three
months  ended March 31,  1996,  as compared to the three  months ended March 31,
1995. The increase in trading revenue is primarily  attributable to increases in
the Company's  wholesale  trading and retail trading  activities.  The Company's
trading department primarily concentrates on global securities which it believes
are likely to be traded by the Company's clients.  By focusing on these types of
securities,  trading revenue is more directly related to commission  revenue and
order flow.  Other revenues  decreased  approximately 3% during the three months
ended March 31, 1996, as compared to the three months ended March 31, 1995.

     The  major   expenses   incurred  by  the  Company   relate  to  employees'
compensation  and  benefits,  direct  costs  of  securities  operations  such as
commissions and clearing fees, and communications and promotions expense.

     Total expenses  increased by  approximately  63% for the three months ended
March 31,  1996,  as  compared  to the same  period in 1995.  This  increase  is
primarily  attributable to increases in commissions and clearing fees, employees
compensation  and benefits,  communications  and promotions and other  operating
expenses.

     Commissions and clearing  expenses  increased  approximately 77% during the
three months ended March 31, 1996, as compared to the same period in 1995.  This
increase is directly related to the increased  commission  revenue and increased
trading activity. Employee compensation and benefits expense rose 84% during the
three months  ended March 31, 1996,  as compared to the three months ended March
31, 1995. The increase in employee compensation and benefits is primarily due to
increases  in  performance  based bonus  accruals  based on the  increase in net
income by the Company  during the three months ended March 31, 1996, as compared
to the three months ended March 31, 1995.
<PAGE>


     Overall promotion and communication expenses increased 28% primarily due to
additional total personnel and increased promotional activities during the three
months  ended March 31,  1996,  as compared to the three  months ended March 31,
1995.  Other operating  expenses  increased  approximately  30% during the three
months  ended March 31,  1996,  as compared to the three  months ended March 31,
1995. This increase is primarily  attributable to an increase in rent related to
the  Company's  expansion of office space,  an increase in leased  equipment and
maintenance and an increase in amortization and depreciation expense.

     As a result of the above,  income  before  income  taxes has  increased  by
approximately $327,000 during the three months ended March 31, 1996, as compared
to the three months ended March 31, 1995.  The  Company's  effective  income tax
rate was  approximately  40% and 58% for the three  months ended March 31, 1996,
and 1995, respectively.


  Liquidity  and  Capital  Resources 

     A  substantial  portion of the  Company's  assets are liquid.  At March 31,
1996,  approximately  85%  of the  Company's  assets  consisted  of  cash,  cash
equivalents, and marketable securities. All assets are financed by the Company's
equity capital,  short-term  borrowings from securities lending transactions and
other payables.

     IAAC is subject to the  requirements  of the SEC and the NASD  relating  to
liquidity  and net capital  levels.  At March 31, 1996,  IAAC had net capital of
approximately  $1,388,000,  which was approximately  $1,288,000 in excess of its
minimum net capital requirement at that date.

     In the opinion of management,  the Company's existing capital and cash flow
from  operations  will be adequate to meet the  Company's  capital  needs for at
least the next 12 months in light of known and reasonably  estimated  trends. In
addition, management believes that the Company will be able to obtain additional
short or medium-term  financing that may be desirable in the ordinary conduct of
its business. The Company has no plans for additional financing and there can be
no assurance such financing will be available.
<PAGE>




                                     PART II


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company's annual meeting of stockholders was held on Thursday, February
15,  1996.  The  stockholders  reelected  all members of the  existing  Board of
Directors,  Diego J.  Veitia,  Jerome F.  Miceli,  Stephen A.  Saker,  Donald A.
Halliday and Elmer L. Jacobs.  The stockholders  also approved the action of the
Board of  Directors in  selecting  KPMG Peat Marwick LLP to audit the  financial
statements of the Company and its subsidiaries for the period commencing October
1, 1995, and ending  September 30, 1996. The  stockholders  further approved the
action of the Board of Directors  in adopting an amendment to the  International
Assets  Holding  Corporation  Stock  Option Plan to increase the total number of
shares  available  for issuance  under the Plan from 250,000 to 500,000  shares.

                                                        Votes         Votes 
               Matter                                    For         Withheld

Election of Diego J. Veitia as  director ...........   1,139,447      12,136
Election of Jerome F.Miceli as director ............   1,139,447      12,136
Election of Stephen A. Saker as director ...........   1,139,447      12,136
Election of Donald A. Halliday as director .........   1,139,447      12,136
Election of Elmer L.  Jacobs as director ...........   1,139,447      12,136

<TABLE>
<CAPTION>
<S>                                                 <C>          <C>            <C>          <C>


                                                    Votes         Votes         Votes
                  Matter                              For        Against        Abstain

Approval of the auditors                           1,138,358      2,300         10,925

          
                                                     Votes        Votes         Votes
                  Matter                              For        Against        Abstain       No Vote

Approval to amend stock option plan                882,194       94,605         35,551        139,233

 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  a). Exhibits

                      11.  Computation of Earnings Per Share
                             (Page 18 and 19 attached)

                  b). Form 8-K

                      No reports were filed on Form 8-K during the three months
                      ended March 31, 1996.

</TABLE>

                                       
<PAGE>

                    INTERNATIONAL ASSETS HOLDING CORPORATION

                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

                For the Six Months Ended March 31, 1996, and 1995
<TABLE>
<CAPTION>
<S>                                                               <C>         <C>   

                                                                   1996        1995 (1)
Adjustment of shares outstanding:
Weighted average number of actual common shares outstanding ...   1,460,861   1,462,068

Weighted average number of additional common shares outstanding
     assuming the exercise of common stock equivalents (2) ....     658,475        --

Weighted average number of common and dilutive
                                                                  =========   =========
     common equivalent shares outstanding .....................   2,119,336   1,462,068
                                                                  =========   =========

Adjustment of net income:
Actual net income .............................................    $441,686   $  83,339

Adjustment to net income assuming the investment of
      excess proceeds received from the assumed exercise
      of common  stock equivalents, net of income taxes            $ 68,669        --

                                                                    ========   ========
Adjusted net income ...........................................    $510,355   $  83,339
                                                                    ========   ========

Earnings per common and dilutive common equivalent share:
     Primary: .................................................   $    .241   $   .057
     Fully diluted (3): .......................................   $    .241   $   .057


</TABLE>

- - --------------------------------------------------------------------------------

     (1) In 1995, the common stock equivalents (common stock warrants and common
stock options) are  antidilutive,  therefore,  no common stock  equivalents  are
assumed to be exercised.

     (2) This  calculation  assumes  that of all the  additional  common  shares
outstanding,  assuming  the exercise of all common  stock  equivalents,  291,937
shares of common stock are  re-acquired  as of the  beginning of the 1996 fiscal
year.

     (3) In 1996, there were no other potentially  dilutive  securities  present
other than the common stock equivalents  (common stock warrants and common stock
options),  therefore,  primary and fully diluted  earnings per share amounts are
the same.

<PAGE>








                    INTERNATIONAL ASSETS HOLDING CORPORATION

                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

               For the Three Months Ended March 31, 1996, and 1995
<TABLE>
<CAPTION>
<S>                                                                                  <C>                <C>


                                                                                     1996               1995 (1)
Adjustment of shares outstanding:
Weighted average number of actual common shares outstanding                          1,460,834            1,460,887

Weighted average number of additional common shares outstanding
     assuming the exercise of common stock equivalents (2)                             773,618             --
 
Weighted average number of common and dilutive
                                                                                 ==============       ==============
     common equivalent shares outstanding                                            2,234,452            1,460,887
                                                                                 ==============       ==============
 
Adjustment of net income:
Actual net income                                                                     $254,589              $40,684

Adjustment to net income assuming the investment of
      excess proceeds received from the assumed exercise
      of common  stock equivalents, net of income taxes                                $35,468             --
 
                                                                                 ==============       ==============
Adjusted net income                                                                   $290,057              $40,684
                                                                                 ==============       ==============

Earnings per common and dilutive common equivalent share:
     Primary:                                                                            $.130                $.028
     Fully diluted (3):                                                                  $.130                $.028

</TABLE>

- - -------------------------------------------------------------------------------

     (1) In 1995, the common stock equivalents (common stock warrants and common
stock options) are  antidilutive,  therefore,  no common stock  equivalents  are
assumed to be exercised.

     (2) This  calculation  assumes  that of all the  additional  common  shares
outstanding,  assuming  the exercise of all common  stock  equivalents,  291,937
shares of common stock are  re-acquired  as of the  beginning of the 1996 fiscal
year.

     (3) In 1996, there were no other potentially  dilutive  securities  present
other than the common stock equivalents  (common stock warrants and common stock
options),  therefore,  primary and fully diluted  earnings per share amounts are
the same.

<PAGE>






                                   Signatures



     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                     INTERNATIONAL ASSETS HOLDING CORPORATION


Date 05/14/96                       /s/ Jerome F. Miceli   
                                    Jerome F. Miceli
                                    President and Chief Operating Officer


Date 05/14/96                       /s/ Jonathan C. Hinz
                                    Jonathan C. Hinz
                                    Chief Accounting Officer


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