INTERNATIONAL ASSETS HOLDING CORP
10QSB, 1996-08-12
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 June 30, 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  1,454,087 as of July 22,
1996.

Transitional small business disclosure format   Yes [ ]   No [X]




<PAGE>
                                       2


                                                                INDEX




                                                                        Page No.
Part I.           FINANCIAL INFORMATION


   Item 1.        Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheet at June 30, 1996        3

                  Condensed Consolidated Statements of Operations for the
                  Nine Months ended June 30, 1996, and 1995                    5

                  Condensed Consolidated Statements of Operations for the
                  Three Months ended June 30, 1996, and 1995                   6

                  Condensed Consolidated Statements of Cash Flows for the
                  Nine Months ended June 30, 1996, and 1995                    7

                  Notes to Condensed Consolidated Financial Statements         9

   Item 2.        Management's Discussion and Analysis or Plan of Operation   12


Part II.          OTHER INFORMATION

   Item 6.        Exhibits and Reports on Form 8-K                            16

                  Signatures                                                  19




<PAGE>
                                       3




            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet

                                  June 30, 1996

                                   (Unaudited)


             Assets


Cash ............................................................     $  362,559
Cash deposits with clearing broker ..............................        857,668
Foreign currency deposits with clearing broker ..................         27,174
Short term investments ..........................................      1,495,336
Receivable from clearing broker .................................        444,841
Receivable from affiliated company ..............................         28,645
Other receivables ...............................................         73,439
Securities owned, at market value ...............................      2,982,843
Deferred income tax benefit .....................................         24,122

Property and equipment, at cost:
     Leasehold improvements .....................................         40,404
     Furniture and equipment ....................................        594,662
                                                                      ----------

                                                                         635,066
Less accumulated depreciation and amortization ..................        311,879
                                                                      ----------

             Net property and equipment .........................        323,187

Other assets, net of accumulated amortization of $35,500 ........        193,895






                                                                      ==========
                                                                      $6,813,709
                                                                      ==========


See accompanying notes to condensed consolidated financial statements.

<PAGE>
                                       4



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet

                                  June 30, 1996

                                   (Unaudited)


             Liabilities and Stockholders' Equity


Liabilities:
Securities sold, but not yet purchased, at market value ........      $  615,009
Accounts payable ...............................................          88,625
Accrued salaries, commissions and benefits .....................         700,392
Other accrued expenses .........................................         136,287
Income taxes payable ...........................................         125,828
Deferred income taxes ..........................................          12,618
Other ..........................................................           7,526
                                                                      ----------

        Total liabilities ......................................       1,686,285
                                                                      ----------


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 1,454,287 shares ..............         14,543
 Additional paid-in capital .....................................      3,256,339
 Retained earnings ..............................................      1,856,542
                                                                       ---------

         Total stockholders' equity .............................      5,127,424





                                                                 ===============
                                                                      $6,813,709
                                                                 ===============


See accompanying notes to condensed consolidated financial statements.

<PAGE>
                                       5



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                For the Nine Months Ended June 30, 1996, and 1995

                                   (Unaudited)

                                                           1996          1995
Revenues:
     Commissions ...................................    $6,594,941     5,177,382
     Net dealer inventory and investment gains .....     1,783,535     1,067,472
     Other revenue .................................       466,295       363,318
                                                        ----------    ----------

             Total revenues ........................     8,844,771     6,608,172
                                                        ----------    ----------

Expenses:
Commissions and clearing fees ..................         3,666,213     2,979,302
Employees compensation and benefits ............         1,906,807     1,282,200
Communications and promotions ..................         1,286,638     1,080,496
Other operating expenses .......................           979,334       799,277
                                                         ---------     ---------

        Total expenses .........................         7,838,992     6,141,275
                                                         ---------     ---------

Income before income taxes ...............               1,005,779       466,897

Income tax expense .......................                 408,754       204,312
                                                        ----------    ----------

Net income ...............................              $  597,025       262,585
                                                        ==========    ==========



Earnings per common and dilutive common equivalent share:
          Primary:                                      $     .326          .180
          Fully diluted:                                $     .326          .180

Weighted average number of common and dilutive
     common equivalent shares outstanding:
          Primary                                        2,155,527     1,461,674
          Fully diluted                                  2,155,527     1,461,674



See accompanying notes to condensed consolidated financial statements.


<PAGE>
                                       6



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

               For the Three Months Ended June 30, 1996, and 1995

                                   (Unaudited)

                                                          1996           1995
Revenues:
   Commissions ....................................    $2,109,340      2,068,275
   Net dealer inventory and investment gains ......       547,970        368,256
   Other revenue ..................................       184,335        169,743
                                                       ----------     ----------

         Total revenues ...........................     2,841,645      2,606,274
                                                       ----------     ----------

Expenses:
   Commissions and clearing fees ..................     1,171,382      1,150,333
   Employees compensation and benefits ............       634,599        463,326
   Communications and promotions ..................       420,591        377,684
   Other operating expenses .......................       354,487        318,862
                                                       ---------       ---------

         Total expenses ........................       2,581,059       2,310,205
                                                       ---------       ---------

Income before income taxes ...................           260,586         296,069

Income tax expense ...........................           105,247         116,823
                                                        --------        --------

Net Income ...................................         $ 155,339         179,246
                                                        ========        ========



Earnings per common and dilutive common equivalent share:
          Primary:                                     $   .086             .108
          Fully diluted:                               $   .086             .108

Weighted average number of common and dilutive
     common equivalent shares outstanding:
          Primary                                      2,226,133       2,010,666
          Fully diluted                                2,226,133       2,010,666

See accompanying notes to condensed consolidated financial statements.


<PAGE>
                                       7



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                For the Nine Months Ended June 30, 1996, and 1995

                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                                            <C>               <C>


                                                                                               1996              1995
Cash flows from operating activities:
     Net income                                                                        $         597,025           262,585
     Adjustments to reconcile net income to net cash used
       for operating activities:
          Net amortization and appreciation of short-term investments                           (70,758)          (60,052)
          Loss on disposal of property and equipment                                                                   145
                                                                                                       -
          Depreciation and amortization                                                           91,946            62,741
          Deferred income taxes                                                                    3,184          (19,034)
          Cash provided by (used for) changes in:
             Receivable from clearing broker                                                   (292,107)          (38,414)
             Receivable from affiliated company                                                   12,127          (10,546)
             Other receivables                                                                    49,463            16,104
             Securities owned                                                                  (983,747)         (402,858)
             Other assets                                                                       (30,012)             (345)
             Payable to clearing broker                                                               -           (573,394)
             Securities sold, but not yet purchased                                              199,305           184,785
             Accounts payable                                                                    (8,182)            58,644
             Accrued salaries, commissions and benefits                                           29,432          (83,128)
             Other accrued expenses                                                             (29,569)            14,532
             Income taxes payable                                                               (43,430)         (221,104)
             Other liabilities                                                                       135               139
                                                                                          ---------------   ---------------

             Net cash used for operating activities                                            (475,188)         (809,200)
                                                                                          ---------------   ---------------

Cash flows from investing activities:
     Disposal of short-term investments                                                        7,729,000         2,919,000
     Acquisition of short-term investments                                                   (7,393,001)       (2,928,016)
     Acquisition of property, equipment & other assets                                         (191,192)          (83,530)
     Proceeds from disposal of furniture and equipment                                                -                 35
     Repayments of loan to Employee Stock Ownership Plan                                              -             54,000
                                                                                          ---------------   ---------------

             Net cash provided by (used for) investing activities                                144,807          (38,511)
                                                                                          ---------------   ---------------

                                                                                                         (continued)
</TABLE>



See accompanying notes to condensed consolidated financial statements.
<PAGE>
                                       8



            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                                           (27,089)                -     
     Acquisition of redeemable common shares for treasury                                             -           (21,435)
                                                                                          ---------------   ---------------

             Net cash used for financing activities                                             (27,089)          (21,435)
                                                                                          ---------------   ---------------
             Net decrease in cash                                                              (357,470)         (869,146)

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

Cash and cash equivalents at end of period                                             $       1,247,401         1,141,120
                                                                                          ===============   ===============


Supplemental disclosure of cash flow information:
     Cash paid for interest                                                            $           5,897             4,605
                                                                                          ===============   ===============

     Income taxes paid                                                                 $         449,000           444,450
                                                                                          ===============   ===============

</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>
                                       9



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                             June 30, 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 June
     30, 1996,  consist of trading and  investment  securities  at quoted market
     values as follows:
<TABLE>
<CAPTION>
<S>                                                                   <C>              <C>

                                                                                       Sold, but not
                                                                          Owned        yet purchased
 
         Obligation of U.S. Government                                $ 1,047,404              -
         Common stock and American Depository Receipts                    738,768         615,009
         Unit Investment Trusts                                         1,075,391              -
         Corporate debt securities                                        110,339              -
         Foreign government obligations                                    10,941              -

                                                                      $ 2,982,843         615,009
</TABLE>
 

<PAGE>
                                       10



            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 June 30, 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  ended June 30,  1996,  and June 30,
     1995,  and for the nine months ended June 30, 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 nine months ended June
     30, 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 $219,822 and $201,030
     for the nine  months  ended  June 30,  1996,  and 1995,  respectively.  The
     minimum lease payments under noncancelable  operating leases as of June 30,
     1996, are as follows:

                     Fiscal Year (12 month period) Ending September 30, 

                            1996             $  296,433
                            1997                279,676
                            1998                265,247
                            1999                258,937
                            2000                105,532
                            Thereafter            --

                                             $1,205,825

<PAGE>
                                       11



            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 July
     22, 1996, the Company has  repurchased  6,800 shares under this  repurchase
     program.

(7)    Redeemable Common Stock
          The Company has an Employee Stock Ownership Plan ("ESOP") with 357,714
     unregistered   common  shares  and  3,000  registered  common  shares.  All
     registered and unregistered shares have been allocated to ESOP participants
     as of June 30, 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 June 30,  1996,  there are
     approximately   19,600  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 19,600  vested shares
     allocated to terminated  participants  will be registered before the end of
     the ESOP plan year.  The Company  believes  that it will not be required to
     issue put options for these shares.



<PAGE>
                                       12



       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
$6,813,709  at June 30,  1996,  and the  Company's  liabilities  increased  from
$1,543,837 at September  30, 1995, to $1,686,285 at June 30, 1996.  The increase
in the net assets (assets less liabilities) of $569,936 primarily relates to the
net income earned for the nine month fiscal period.

The Company's condensed  consolidated balance sheet at June 30, 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:

Nine Months Ended June 30,  1996,  as Compared to the Nine Months 
Ended June 30, 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  nine  months  ended  June  30,  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 nine months ended
June  30,  1996,  and  1995,  approximately  20% and 16%,  respectively,  of the
Company's  total revenues were from net dealer  inventory and  investment  gains
(trading revenue).

Total revenues increased by approximately 34% for the nine months ended
June 30, 1996, as compared to the nine months ended June 30, 1995, despite
a slight decrease in the average number of account executives from 41, as
of June 30, 1995, to 40, as of June 30, 1996, or a decrease of
approximately 2%. The increase in total revenues is attributable to the
successful efforts of our sales staff and trading department. During the
nine months ended June 30, 1996, the average dollar amount of retail trades
increased 5% and the overall volume of customer ticket orders increased
21%, as compared to the nine months ended June 30, 1995.


Commission revenue increased approximately 27% while net dealer inventory
and investment gains (trading revenue) increased approximately 67% for the nine
months ended June 30, 1996, as compared to the nine months ended June 30, 1995.
The increase in trading revenue is primarily attributable to substantial
increases in the Company's wholesale trading and retail trading activities. The

<PAGE>
                                       13

                                
                                       
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 28% during the nine months ended
June 30, 1996, as compared to the nine months ended June 30, 1995. The increase
in other revenue during the nine months ended June 30, 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 28% for the nine months ended June 30,
1996,  as  compared  to the same  period in 1995.  This  increase  is  primarily
attributable   to  increases  in  commissions   and  clearing   fees,   employee
compensation  and benefits,  communications  and promotions and other  operating
expenses.

Commissions and clearing  expenses  increased  approximately 23% during the nine
months  ended  June 30,  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 approximately
$625,000, or 49%, during the nine months ended June 30, 1996, as compared to the
nine months  ended June 30,  1995.  Approximately  $300,000  of the  increase in
employee  compensation  and benefits is due to increases  in  performance  based
bonus accruals,  based on the increase in income before income taxes and trading
revenue by the Company,  during the nine months ended June 30, 1996, as compared
to the nine months ended June 30, 1995.  Approximately  $259,000 of the increase
in employee compensation is due to additional employees hired by the company and
the  remaining  approximate  $66,000 is due to increases in the cost of benefits
and other compensation.

Overall  promotion  and  communication  expenses  increased 19% primarily due to
additional total personnel and increased promotional  activities during the nine
months ended June 30, 1996,  as compared to the nine months ended June 30, 1995.
Other operating expenses increased  approximately  $180,000,  or 23%, during the
nine months ended June 30,  1996,  as compared to the nine months ended June 30,
1995.  This  increase  is  partially  attributable  to an  increase  in  rent of
approximately  $38,000  related to the Company's  expansion of office space,  an
increase in leased equipment and maintenance  expense of approximately  $25,000,
an increase in  insurance  expense of  approximately  $12,000 and an increase of
approximately $29,000 in amortization and depreciation expense.

As a  result  of  the  above,  income  before  income  taxes  has  increased  by
approximately  $539,000, or 115%, during the nine months ended June 30, 1996, as
<PAGE>
                                       14


compared to the nine months ended June 30, 1995. The Company's  effective income
tax rate was  approximately 41% and 44% for the nine months ended June 30, 1996,
and 1995, respectively.

Three Months Ended June 30, 1996, as Compared to 
the Three Months Ended June 30, 1995

For the three months ended June 30, 1996, and 1995,  approximately  74% and 79%,
respectively,  of the Company's revenues were derived from commissions earned on
the sale of  securities.  For the three months  ended June 30,  1996,  and 1995,
approximately  19% and 14%,  respectively,  of the Company's total revenues were
from net dealer inventory and investment gains (trading revenue).

Total revenues increased by approximately 9% for the three months ended June 30,
1996, as compared to the three months ended June 30, 1995. The average number of
account executives for both the quarter ending June 30, 1996, and June 30, 1995,
was 39. The increase in total revenues is attributable to the successful efforts
of our sales staff and trading  department.  During the three  months ended June
30, 1996,  the average  dollar  amount of retail  trades  decreased 8% while the
overall volume of customer ticket orders increased 10%, as compared to the three
months ended June 30, 1995.

Commission  revenue  increased  approximately  2% while net dealer inventory and
investment gains (trading  revenue)  increased  approximately  49% for the three
months ended June 30, 1996, as compared to the three months ended June 30, 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 increased by approximately 9% during the three months
ended June 30, 1996, as compared to the three months ended June 30, 1995.

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

Total expenses  increased by  approximately  12% for the three months ended June
30,  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 2% during the three
months  ended  June 30,  1996,  as  compared  to the same  period in 1995.  This
increase is directly related to the increased  commission  revenue and increased
<PAGE>
                                       15


trading activity.  Employee compensation and benefits expense rose approximately
$171,000,  or 37%,  during the three months ended June 30, 1996,  as compared to
the three months ended June 30, 1995.  Approximately  $28,000 of the increase in
employee  compensation  and benefits is due to increases  in  performance  based
bonus accruals,  based on the increase in trading revenue by the Company, during
the three months ended June 30, 1996, as compared to the three months ended June
30, 1995. Approximately $101,000 of the increase in employee compensation is due
to  additional  employees  hired by the  company and the  remaining  approximate
$42,000 is due to increases in the cost of benefits and other compensation.

Overall  promotion  and  communication  expenses  increased 11% primarily due to
additional total personnel and increased promotional activities during the three
months ended June 30, 1996, as compared to the three months ended June 30, 1995.
Other operating  expenses  increased  approximately  11% during the three months
ended June 30, 1996,  as compared to the three months ended June 30, 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  decreased  by
approximately  $35,000,  or 12%, during the three months ended June 30, 1996, as
compared to the three months ended June 30, 1995. The Company's effective income
tax rate was approximately 40% and 39% for the three months ended June 30, 1996,
and 1995, respectively.

Liquidity and Capital Resources
A substantial portion of the Company's assets are liquid. At June 30, 1996,
approximately 84% 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 June 30,  1996,  IAAC had net capital of
approximately  $1,597,000,  which was approximately  $1,497,000 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>
                                       16



                                                                PART II

 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  a). Exhibits

                      11.  Computation of Earnings Per Share
                             (Page 17 and 18 attached)

                  b). Form 8-K

                      No reports were filed on Form 8-K during the three months 
                      ended June 30, 1996.





<PAGE>
                                       17



                    INTERNATIONAL ASSETS HOLDING CORPORATION

                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

                For the Nine Months Ended June 30, 1996, and 1995
<TABLE>
<CAPTION>
<S>                                                                 <C>         <C>


                                                                    1996         1995 (1)
Adjustment of shares outstanding:
Weighted average number of actual common shares outstanding ...    1,459,756    1,461,674

Weighted average number of additional common shares outstanding
     assuming the exercise of common stock equivalents (2) ....      695,771         --

Weighted average number of common and dilutive
                                                                  ==========   ==========
     common equivalent shares outstanding .....................    2,155,527    1,461,674
                                                                  ==========   ==========

Adjustment of net income:
Actual net income .............................................   $  597,025   $  262,585

Adjustment to net income assuming the investment of
      excess proceeds received from the assumed exercise
      of common  stock equivalents, net of income taxes           $  104,728          --

                                                                    ========     ========
Adjusted net income ...........................................   $  701,753   $  262,585
                                                                    ========     ========

Earnings per common and dilutive common equivalent share:
Primary: .........                                                $    .326    $     .180
Fully diluted (3):                                                $    .326    $     .180
</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,  290,857
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>
                                       18



                    INTERNATIONAL ASSETS HOLDING CORPORATION

                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

               For the Three Months Ended June 30, 1996, and 1995
<TABLE>
<CAPTION>
<S>                                                               <C>          <C>


                                                                    1996        1995
Adjustment of shares outstanding:
Weighted average number of actual common shares outstanding ...   1,457,534   1,460,887

Weighted average number of additional common shares outstanding
     assuming the exercise of common stock equivalents (1) ....     768,599     549,779

Weighted average number of common and dilutive
                                                                  =========   =========
     common equivalent shares outstanding .....................   2,226,133   2,010,666
                                                                  =========   =========

Adjustment of net income:
Actual net income .............................................    $155,339    $179,246

Adjustment to net income assuming the investment of
      excess proceeds received from the assumed exercise
      of common  stock equivalents, net of income taxes            $ 36,508    $ 37,204

                                                                    ========   ========
Adjusted net income ...........................................    $191,847    $216,450
                                                                    ========   ========

Earnings per common and dilutive common equivalent share:
     Primary:                                                          $.086      $.108
     Fully diluted (2):                                                $.086      $.108
</TABLE>

- --------------------------------------------------------------------------------
(1)  This  calculation   assumes  that  of  all  the  additional  common  shares
outstanding,  assuming  the exercise of all common  stock  equivalents,  290,857
shares of common stock are  re-acquired  as of the  beginning of the 1996 fiscal
quarter and  292,177  shares are  re-acquired  as of the  beginning  of the 1995
fiscal quarter.

(2) In 1996 and 1995 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>
                                       19


                                   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 08/09/96                       /s/ Jerome F. Miceli   
                                    Jerome F. Miceli
                                    President and Chief Operating Officer


Date 08/09/96                       /s/ Jonathan C. Hinz
                                    Jonathan C. Hinz
                                    Chief Accounting Office

<TABLE> <S> <C>

<ARTICLE>                  BD
<MULTIPLIER>               1


                                                               
       
<S>                                 <C>                              
<PERIOD-TYPE>                       9-MOS
<FISCAL-YEAR-END>                                                    SEP-30-1996
<PERIOD-END>                                                         JUN-30-1996
<CASH>                                                                 1,247,401
<RECEIVABLES>                                                            546,925
<SECURITIES-RESALE>                                                            0
<SECURITIES-BORROWED>                                                          0
<INSTRUMENTS-OWNED>                                                   4,478,179
<PP&E>                                                                   323,187
<TOTAL-ASSETS>                                                         6,813,709
<SHORT-TERM>                                                                   0
<PAYABLES>                                                               914,845
<REPOS-SOLD>                                                                   0
<SECURITIES-LOANED>                                                            0
<INSTRUMENTS-SOLD>                                                       615,009
<LONG-TERM>                                                                    0
                                                          0
                                                                    0
<COMMON>                                                                  14,543
<OTHER-SE>                                                             5,112,881
<TOTAL-LIABILITY-AND-EQUITY>                                           6,813,709
<TRADING-REVENUE>                                                      1,783,535
<INTEREST-DIVIDENDS>                                                     206,671
<COMMISSIONS>                                                          6,594,941
<INVESTMENT-BANKING-REVENUES>                                                  0
<FEE-REVENUE>                                                            138,070
<INTEREST-EXPENSE>                                                         5,897
<COMPENSATION>                                                         4,724,075
<INCOME-PRETAX>                                                        1,005,779
<INCOME-PRE-EXTRAORDINARY>                                             1,005,779
<EXTRAORDINARY>                                                                0
<CHANGES>                                                                      0
<NET-INCOME>                                                             597,025
<EPS-PRIMARY>                                                               .326
<EPS-DILUTED>                                                               .326
        

</TABLE>


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