INTERNATIONAL ASSETS HOLDING CORP
10QSB, 1997-08-13
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, 1997

             [ ] 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 1,415,477 as of August 6,
1997.

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 as of June 30, 1997   3

                  Condensed Consolidated Statements of Operations for the
                  Nine Months ended June 30, 1997, and 1996                  5

                  Condensed Consolidated Statements of Operations for the
                  Three Months ended June 30, 1997, and 1996                 6

                  Condensed Consolidated Statements of Cash Flows for the
                  Nine Months ended June 30, 1997, and 1996                  7

                  Notes to Condensed Consolidated Financial Statements       9

   Item 2.        Management's Discussion and Analysis or Plan of Operation 11


Part II.          OTHER INFORMATION

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

                  Signatures                                                17





                                       2
<PAGE>






                  INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                          Condensed Consolidated Balance Sheet

                                  June 30, 1997

                                   (Unaudited)


             Assets


Cash                                                       $         445,845
Cash deposits with clearing broker                                 2,129,735
Investments                                                        1,314,284
Other receivables                                                     81,197
Securities owned, at market value                                  3,323,070
Deferred income tax benefit                                           51,232

Property and equipment, at cost:
     Leasehold improvements                                           52,953
     Furniture and equipment                                         829,287
                                                               -------------

                                                                     882,240
Less accumulated depreciation and amortization                       426,212
                                                             ---------------

             Net property and equipment                              456,028

Other assets, net of accumulated amortization of $78,502             303,313








                                                              ===============
                                                           $       8,104,704
                                                              ===============



See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>


          INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                            Condensed Consolidated Balance Sheet

                                  June 30, 1997

                                   (Unaudited)


             Liabilities and Stockholders' Equity


Liabilities:
     Securities sold, but not yet purchased, at market value  $         896,892
     Payable to clearing broker                                         171,435
     Accounts payable                                                   144,157
     Accrued employee compensation  and benefits                        893,053
     Other accrued expenses                                             240,348
     Income taxes payable                                                76,238
     Deferred income taxes                                                  677
     Other                                                                7,638
                                                                ---------------

             Total liabilities                                        2,430,438
                                                                 ---------------


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 1,419,904 shares                   14,199
     Additional paid-in capital                                       3,162,270
     Retained earnings                                                2,497,797
                                                                ---------------
             Total stockholders' equity                               5,674,266




                                                                 ===============
                                                              $       8,104,704
                                                                 ===============

See accompanying notes to condensed consolidated financial statements.




                                       4
<PAGE>


            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                For the Nine Months Ended June 30, 1997 and 1996

                                   (Unaudited)

<TABLE>
<CAPTION>                                                                                      
<S>                                                                                             <C>                 <C>          
                                                      
                                                                                                1997                1996
                                                                                                ----                ----
Revenues:
     Commissions                                                                     $        6,649,876           6,594,941
     Net dealer inventory and investment gains                                                1,932,332           1,783,535
     Other revenue                                                                              483,953             466,295
                                                                                        ----------------   -----------------

             Total revenues                                                                   9,066,161           8,844,771
                                                                                        ----------------   -----------------

Expenses:
     Commissions and clearing fees                                                            3,806,636           3,666,213
     Employee compensation and benefits                                                       1,976,765           1,906,807
     Communications and promotions                                                            1,106,964           1,286,638
     Other operating expenses                                                                 1,270,755             979,334
                                                                                        ----------------   -----------------

             Total expenses                                                                   8,161,120           7,838,992
                                                                                        ----------------   -----------------

Income before income taxes                                                                      905,041           1,005,779

Income tax expense                                                                              373,013             408,754
                                                                                        ----------------   -----------------

Net income                                                                           $          532,028             597,025
                                                                                        ================   =================



Earnings per common and dilutive common equivalent share:
             Primary:                                                                $             .313                .326
             Fully diluted:                                                          $             .313                .326

Weighted  average  number  of  common  and  dilutive  common  equivalent  shares
      outstanding:
             Primary:                                                                         1,915,855           2,155,527
             Fully diluted:                                                                   1,915,855           2,155,527


</TABLE>

See accompanying notes to condensed consolidated financial statements.




                                       5
<PAGE>




            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations

                For the Three Months Ended June 30, 1997 and 1996             
 
<TABLE>
<CAPTION>
<S>                                                                                        <C>                <C>

                                                                                           1997               1996
                                                                                           ----               ----
Revenues:
     Commissions                                                                  $         2,494,030          2,109,340
     Net dealer inventory and investment gains                                                746,598            547,970
     Other revenue                                                                            182,018            184,335
                                                                                     -----------------  -----------------

              Total revenues                                                                3,422,646          2,841,645
                                                                                     -----------------  -----------------

Expenses:
     Commissions and clearing fees                                                          1,425,624          1,171,382
     Employee compensation and benefits                                                       721,056            634,599
     Communications and promotions                                                            363,442            420,591
     Other operating expenses                                                                 497,242            354,487
                                                                                     -----------------  -----------------

              Total expenses                                                                3,007,364          2,581,059
                                                                                     -----------------  -----------------

Income before income taxes                                                                    415,282            260,586

Income tax expense                                                                            166,375            105,247
                                                                                     -----------------  -----------------
                                                                                     
Net Income                                                                        $           248,907            155,339
                                                                                     =================  =================



Earnings per common and dilutive common equivalent share:
              Primary:                                                            $              .159               .086
              Fully diluted:                                                      $              .159               .086

Weighted  average  number  of  common  and  dilutive  common  equivalent  shares
      outstanding:
              Primary:                                                                      1,605,873          2,226,133
              Fully diluted:                                                                1,605,873          2,226,133


</TABLE>

See accompanying notes to condensed consolidated financial statements.




                                       6
<PAGE>




            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows

                For the Nine Months Ended June 30, 1997 and 1996

                                   (Unaudited)

<TABLE>
<CAPTION>                                                                                    
<S>                                                                                              <C>                <C>
                                                                                         
                                                                                                 1997               1996
                                                                                                 ----               ----
Cash flows from operating activities:
     Net income                                                                      $           532,028           597,025
     Adjustments to reconcile net income to net cash provided
       by (used for) operating activities:
          Net amortization and appreciation of investments                                       (65,096)          (70,758)
          Depreciation and amortization                                                          121,264            91,946
          Deferred income taxes                                                                  (39,607)            3,184
          Cash provided by (used for) changes in:
             Receivable from clearing broker                                                     237,136          (292,107)
             Receivable from affiliated company                                                   26,542            12,127
             Other receivables                                                                    26,888            49,463
             Securities owned                                                                   (852,475)         (983,747)
             Other assets                                                                       (135,362)          (30,012)
             Securities sold, but not yet purchased                                             (132,189)          199,305
             Payable to clearing broker                                                          171,435                -
             Accounts payable                                                                     33,124            (8,182)
             Accrued employee compensation and benefits                                           49,109            29,432
             Other accrued expenses                                                               84,027           (29,569)
             Income taxes payable                                                                (45,080)          (43,430)
             Other liabilities                                                                        75               135
                                                                                        -----------------   ---------------

             Net cash provided by (used for) operating activities                                 11,819          (475,188)
                                                                                        -----------------   ---------------

Cash flows from investing activities:
     Disposal of investments                                                                   5,800,000         7,729,000
     Acquisition of investments                                                               (5,730,191)       (7,393,001)
     Acquisition of property, equipment and other assets                                        (235,388)         (191,192)
                                                                                        -----------------   ---------------

             Net cash provided by (used for) investing activities                               (165,579)          144,807
                                                                                        -----------------   ---------------

</TABLE>


                                                           (continued)



See accompanying notes to condensed consolidated financial statements.


                                       7
<PAGE>



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES


           Condensed Consolidated Statements of Cash Flows, Continued



<TABLE>
<CAPTION>

<S>                                                                                           <C>                <C>
                                                                                          

                                                                                              1997               1996
                                                                                              ----               ----

Cash flows from financing activities:
     Acquisition of common shares related to repurchase program                                  (32,321)          (27,089)
     Acquisition of common shares for treasury                                                   (67,822)             -
                                                                                                                         
                                                                                        -----------------   ---------------

             Net cash used for financing activities                                             (100,143)          (27,089)
                                                                                        -----------------   ---------------

             Net decrease in cash and cash equivalents                                          (253,903)         (357,470)

Cash and cash equivalents at beginning of period                                               2,829,483         1,604,871
                                                                                        -----------------   ---------------

Cash and cash equivalents at end of period                                           $         2,575,580         1,247,401
                                                                                        =================   ===============


Supplemental disclosure of cash flow information:
     Cash paid for interest                                                          $             2,166             5,897
                                                                                        =================   ===============

     Income taxes paid                                                               $           457,700           449,000
                                                                                        =================   ===============




</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       8
<PAGE>



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                             June 30, 1997 and 1996

(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, 1996, filed on 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"). All 
       significant intercompany balances and transactions have been eliminated
       in consolidation. 

(2)
       Securities Owned and Securities Sold, But Not Yet Purchased
       Securities  owned and Securities  sold, but not yet purchased at June 30,
       1997,  consist of trading  and  investment  securities  at quoted  market
       values as follows:


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

                                                                                       Sold, but not
                                                                        Owned        yet purchased

         Obligations of U.S. Government                             $ 1,048,214            -
         Common stock and American Depository Receipts                1,167,883        896,892
         Proprietary unit investment trusts                             786,695            -
         Corporate debt securities                                      166,857            -
         Foreign government obligations                                 153,421            -

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

                                                                    $ 3,323,070        896,892

</TABLE>





                                       9
<PAGE>



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued

(3)    Earnings Per Common Share
       Primary  and fully  diluted  earnings  per  common  and  dilutive  common
       equivalent  share for the three months and the nine months ended June 30,
       1997 and 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.

       In  February  1997,  the  Financial  Accounting  Standards  Board  issued
       Statement  of  Financial  Accounting  Standards  No. 128,  "Earnings  per
       Share."  Statement  128  supersedes  APB  Opinion No. 15,  "Earnings  per
       Share," and  specifies  the  computation,  presentation,  and  disclosure
       requirements  for earnings per share  ("EPS") for entities  with publicly
       held common stock or potential common stock.  Statement 128 was issued to
       simplify the  computation of EPS. It requires dual  presentation of basic
       and  diluted  EPS on the face of the  statements  of  operations  for all
       entities with complex capital structures and requires a reconciliation of
       the  numerator  and  denominator  of the  basic  EPS  computation  to the
       numerator and denominator of the diluted EPS computation.

       Statement 128 is effective for financial  statements for both interim and
       annual periods ending after December 15, 1997. Earlier application is not
       permitted.  After adoption,  all prior period EPS data presented shall be
       restated to conform to Statement  128.  Under  Statement  128,  basic EPS
       would be $.173 and $.107 for the three  months  ended  June 30,  1997 and
       1996,  respectively,  and $.369 and $.409 for the nine months  ended June
       30, 1997 and 1996, respectively. Diluted EPS would be $.169 and $.100 for
       the three  months ended June 30, 1997 and 1996,  respectively,  and $.356
       and $.394 for the nine months ended June 30, 1997 and 1996, respectively.

(4)    Leases
       The Company occupies leased office space of  approximately  13,815 square
       feet at 250 Park Avenue South,  Winter Park,  Florida.  In December 1996,
       the Company executed an amendment to enhance this leased office space and
       extend the lease expiration from November 1999 to May 2001.

       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  $230,583  and
       $219,822 for the nine months ended June 30, 1997, and 1996, respectively.
       The minimum lease payments  under  noncancelable  operating  leases as of
       June 30, 1997 are as follows:



                                       10
<PAGE>



            INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES

         Notes to Condensed Consolidated Financial Statements, continued

                            Fiscal Year (12 month period) Ending September 30,
                            --------------------------------------------------
                                   1997                            $   308,600
                                   1998                                313,400
                                   1999                                308,500
                                   2000                                320,000
                                   2001                                231,300
                                   Thereafter                           17,500


       Total future minimum lease payments                          $1,499,300

(5)    Stock Repurchase Program
       On March 13,  1996,  the Board of  Directors  authorized  the  Company to
       repurchase up to $500,000 in shares of the Company's  common stock in the
       open market during the  remainder of the fiscal year ended  September 30,
       1996.  On  October  4,  1996,  the  Company  announced  that the Board of
       Directors  authorized  the Company to continue its  repurchase  of common
       stock up to  $500,000  in the open  market  during the  remainder  of the
       fiscal year that ends  September 30, 1997.  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 and  Regulation  M of
       the Securities and Exchange  Commission which regulate the specific terms
       in which shares may be repurchased. As of August 6, 1997, the Company has
       repurchased a total of 21,400 shares under this  repurchase  program at a
       total cost of $81,013.

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

    The Company's  assets  increased  from  $7,528,292 at September 30, 1996, to
    $8,104,704  at June 30,  1997,  or an increase of  $576,412.  The  Company's
    liabilities  increased from  $2,285,911 at September 30, 1996, to $2,430,438
    at June 30, 1997, or an increase of $144,527. The increase in the net assets
    (assets less liabilities) of $431,885  primarily relates to the $532,028 net
    income earned for the nine month fiscal period net of stock repurchase costs
    from  the  stock   repurchase   program  and  repurchases   from  terminated
    participants  of  the  Company's  Employee  Stock  Ownership  Plan  together
    totaling $100,143 for the same period.

    The  Company's  condensed  consolidated  balance  sheet  at June  30,  1997,
    reflects a payable to clearing broker,  for trades which had not yet settled
    for cash,  due to the costs from the purchase of  securities  exceeding  the
    proceeds of securities sold.

                                      

                                       11
<PAGE>



    Results of Operations:

    The Company's principal activities,  securities brokerage and the trading of
    and  market-making  in  securities,  are highly  competitive  and  extremely
    volatile. 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.

    Nine Months Ended June 30, 1997, as Compared to
    the Nine Months Ended June 30, 1996

    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.  Total revenues increased by approximately  $221,000,
    or 3% for the nine  months  ended June 30,  1997,  as  compared  to the nine
    months  ended June 30, 1996.  For the nine months  ended June 30, 1997,  and
    1996,  approximately 73% and 75%,  respectively,  of the Company's  revenues
    were derived from commissions earned on the sale of securities. For the nine
    months  ended  June  30,  1997,  and  1996,   approximately   21%  and  20%,
    respectively, of the Company's total revenues were from net dealer inventory
    and investment gains (trading revenue).

    Commission  revenue increased by approximately  $55,000,  or 1% for the nine
    months  ended June 30,  1997,  as compared to the nine months ended June 30,
    1996. The average number of account executives  increased from 40 as of June
    30, 1996,  to 42 as of June 30, 1997.  During the nine months ended June 30,
    1997,   the  overall   volume  of  customer   ticket  orders   increased  by
    approximately 8% and the average dollar amount of retail trades decreased by
    approximately  6%, as compared to the nine months ended June 30, 1996.  This
    8%  increase  in ticket  volume is  primarily  attributable  to  promotional
    activities that included the execution of free trades for new clients during
    the first half of the current fiscal year.  This  promotional  activity also
    caused the average dollar amount of retail trades to be reduced.

    Revenues  from net  dealer  inventory  and  investment  gains  increased  by
    approximately  $149,000,  or 8% for the nine months ended June 30, 1997,  as
    compared to the nine months  ended June 30,  1996.  The  increase in trading
    revenue is primarily attributable to increases in the Company's fixed income
    trading due to the hiring of a new fixed income  trader and increases in the
    volume of wholesale trading  activities.  The Company's  trading  department
    primarily  concentrates on global  securities that 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  $18,000 or 4% during the nine
    months  ended June 30,  1997,  as compared to the nine months ended June 30,
    1996.  The increase in other revenue is primarily due to increases in earned
    money management fees, account maintenance fees and subscription fee income.





                                       12
<PAGE>


    The major  expenses  incurred  by the  Company  relate  to  direct  costs of
    securities  operations  such as  commissions  and  clearing  fees,  employee
    compensation and benefits and communications and promotions  expense.  Total
    expenses  increased  by  approximately  $322,000,  or 4% for the nine months
    ended June 30, 1997,  as compared to the same period in 1996.  This increase
    in expense  is  primarily  attributable  to  increases  in  commissions  and
    clearing fees, employee compensation and other operating expenses.

    Commissions and clearing fees increased approximately $140,000, or 4% during
    the nine months ended June 30, 1997, as compared to the same period in 1996.
    This increase is directly  related to the 1% increase in commission  revenue
    and the 8%  increase  in  trading  revenue  for the  same  period.  Employee
    compensation and benefits expense  increased  approximately  $70,000,  or 4%
    during the nine months ended June 30,  1997,  as compared to the nine months
    ended June 30, 1996. The increase in employee  compensation  and benefits is
    primarily due to the cost of additional  employees  hired by the company and
    increases  in employee  compensation  during the nine months  ended June 30,
    1997,  as  compared  to the  nine  months  ended  June 30,  1996.  Partially
    offsetting  this  increase  in  employee   compensation  is  a  decrease  in
    performance  based bonus  accruals  based on the  decrease in income  before
    income taxes.

    Overall  communication  and promotions  expenses  decreased by approximately
    $180,000,  or 14% during the nine months ended June 30, 1997, as compared to
    the nine months ended June 30, 1996.  This  decrease is primarily due to the
    elimination of funding from the Company to IFP for  promotional  activities.
    As of October 1996,  Company funding for all IFP promotional  activities was
    ceased due to the unsuccessful efforts of IFP in generating revenues.

    Other operating expenses increased approximately $291,000, or 30% during the
    nine months ended June 30,  1997,  as compared to the nine months ended June
    30, 1996. This increase is  attributable  to increases in expenses  incurred
    for  rental  of  leased  premises,  insurance  expense,  professional  fees,
    contributions and amortization and depreciation expense.

    As  a  result  of  the  above,  income  before  income  taxes  decreased  by
    approximately $101,000 or 10% during the nine months ended June 30, 1997, as
    compared to the nine months ended June 30,  1996.  The  Company's  effective
    income tax rate was  approximately  41% for both the nine months  ended June
    30, 1997, and 1996.

    Three Months Ended June 30, 1997, as Compared to
    the Three Months Ended June 30, 1996

    Total revenues  increased by  approximately  $581,000,  or 20% for the three
    months ended June 30,  1997,  as compared to the three months ended June 30,
    1996. For the three months ended June 30, 1997, and 1996,  approximately 73%
    and  74%,  respectively,   of  the  Company's  revenues  were  derived  from
    commissions  earned on the sale of  securities.  For the three  months ended
    June 30, 1997, and 1996,  approximately  22% and 19%,  respectively,  of the
    Company's  total  revenues  were  derived  from  net  dealer  inventory  and
    investment gains (trading revenue).




                                       13
<PAGE>


    Commission revenue increased by approximately $385,000, or 18% for the three
    months ended June 30,  1997,  as compared to the three months ended June 30,
    1996.  The  increase  in  revenues  is related to an 18%  increase in ticket
    volume and a 1% increase in the average  dollar  amount of trades during the
    three months ended June 30, 1997, as compared to the three months ended June
    30, 1996. This increase in commission revenue is also related to an increase
    in the number of account  executives from 38, as of June 30, 1996, to 46, as
    of June 30, 1997, or an increase of 21%.

    Revenues  from net  dealer  inventory  and  investment  gains  increased  by
    approximately  $199,000, or 36% for the three months ended June 30, 1997, as
    compared to the three months  ended June 30,  1996.  The increase in trading
    revenue is primarily attributable to increases in the Company's fixed income
    trading  due to the hiring of a new fixed  income  trader and  increases  in
    wholesale trading activities.

    Other revenues  decreased by  approximately  $2,000,  or 1% during the three
    months ended June 30,  1997,  as compared to the three months ended June 30,
    1996.  This  decrease is  primarily  attributable  to a decrease in dividend
    income,  caused by a change in the mix of dividend paying securities held by
    the trading  department  during short term  durations,  for the three months
    ended June 30, 1997,  as compared to the same period in 1996.  This decrease
    in dividend  income was  partially  offset by increases in money  management
    fees and account maintenance fees.

    The major  expenses  incurred  by the  Company  relate  to  direct  costs of
    securities  operations  such as  commissions  and  clearing  fees,  employee
    compensation and benefits and communications and promotions  expense.  Total
    expenses  increased by approximately  $426,000,  or 17% for the three months
    ended June 30, 1997,  as compared to the same period in 1996.  This increase
    in expense  is  primarily  attributable  to  increases  in  commissions  and
    clearing  fees,  employee  compensation  and  benefits  and other  operating
    expenses.

    Commissions  and clearing  fees  increased  approximately  $254,000,  or 22%
    during the three months ended June 30, 1997,  as compared to the same period
    in 1996. This increase is directly related to the 18% increase in commission
    revenue  and the 36%  increase  in  trading  revenue  for the  same  period.
    Employee compensation and benefits expense increased  approximately $86,000,
    or 14% during the three months ended June 30, 1997, as compared to the three
    months  ended June 30,  1996.  This  increase in employee  compensation  and
    benefits is primarily due to the cost of additional  employees  hired by the
    Company and  increases  in employee  compensation  as well as  increases  in
    performance  based bonus  accruals  based on the  increase in income  before
    income taxes by the Company  during the three months ended June 30, 1997, as
    compared to the three months ended June 30, 1996.




                                       14
<PAGE>


    Overall   communication  and  promotions  expense  decreased   approximately
    $57,000, or 14% primarily due to decreased promotional activities during the
    three months ended June 30, 1997, as compared to the three months ended June
    30, 1996. Other operating  expenses  increased  approximately 40% during the
    three months ended June 30, 1997, as compared to the three months ended June
    30, 1996. This increase is  attributable  to increases in expenses  incurred
    for insurance expense, professional fees, contributions and amortization and
    depreciation expense.

    As  a  result  of  the  above,  income  before  income  taxes  increased  by
    approximately  $155,000  during the three  months  ended June 30,  1997,  as
    compared to the three months ended June 30, 1996.  The  Company's  effective
    income tax rate was  approximately  40% for the three  months ended June 30,
    1997, and 1996.

    Liquidity and Capital Resources

     Substantial  portions of the Company's assets are liquid. At June 30, 1997,
     approximately   88%  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.

    The Company's wholly owned registered  securities  broker/dealer  subsidiary
    IAAC is  subject to the  requirements  of the SEC and the NASD  relating  to
    liquidity and net capital levels.  At June 30, 1997, IAAC had net capital of
    approximately  $2,535,000,  which was approximately  $2,413,000 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.




                                       15
<PAGE>



                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a). Exhibits               
         (11) The Statements of Computation of Earnings Per Share are attached
              hereto as Exhibit 11

         (27) Broker-Dealers and Broker Dealer Holding Companies Financial    
              Data Schedule BD is attached hereto as Exhibit 27

          b). Form 8-K

              No reports  were filed on Form 8-K during the nine  months
              ended June 30, 1997.



                                       16
<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 08/13/97                       /s/ Jerome F. Miceli
                                    Jerome F. Miceli
                                    President and Chief Operating Officer


Date 08/13/97                       /s/ Jonathan C. Hinz
                                    Jonathan C. Hinz
                                    Chief Accounting Officer




                                       17
<PAGE>




                    INTERNATIONAL ASSETS HOLDING CORPORATION

                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

                For the Nine Months Ended June 30, 1997 and 1996


<TABLE>
<CAPTION>
<S>                                                                                   <C>                <C>                
                                                                                     1997                1996
                                                                                     ----                ----
Adjustment of shares outstanding:
Weighted average number of actual common shares outstanding                          1,442,437           1,459,756

Weighted average number of additional common shares outstanding
     assuming the exercise of common stock equivalents (1)                             473,418             695,771

Weighted average number of common and dilutive
                                                                                 ==============      ==============
     common equivalent shares outstanding                                            1,915,855           2,155,527
                                                                                 ==============      ==============

Adjustment of net income:
Actual net income                                                                     $532,028            $597,025

Adjustment to net income assuming the investment of
      excess proceeds received from the assumed exercise
      of common  stock equivalents, net of income taxes                                $67,709            $104,728

                                                                                 ==============      ==============
Adjusted net income                                                                   $599,737            $701,753
                                                                                 ==============      ==============

Earnings per common and dilutive common equivalent share:
     Primary:                                                                            $.313               $.326
     Fully diluted (2):                                                                  $.313               $.326

</TABLE>



- -------------------------------------------------------------------------------
(1)  This  calculation   assumes  that  of  all  the  additional  common  shares
     outstanding, assuming the exercise of all common stock equivalents, 283,981
     shares of common stock are  re-acquired  with the proceeds  therefrom as of
     October 1, 1996 and 290,857 shares are re-acquired as of October 1, 1995.

(2)  In 1997  and  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.




                                       18
<PAGE>




                    INTERNATIONAL ASSETS HOLDING CORPORATION

                 STATEMENT OF COMPUTATION OF EARNINGS PER SHARE

                For the Three Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
<S>                                                                                  <C>                 <C>




                                                                                     1997                1996
                                                                                     ----                ----
Adjustment of shares outstanding:
Weighted average number of actual common shares outstanding                          1,434,853           1,457,534

Weighted average number of additional common shares outstanding
     assuming the exercise of common stock equivalents (1)                             171,020             768,599

Weighted average number of common and dilutive
                                                                                 ==============      ==============
     common equivalent shares outstanding                                            1,605,873           2,226,133
                                                                                 ==============      ==============

Adjustment of net income:
Actual net income                                                                     $248,907            $155,339

Adjustment to net income assuming the investment of
      excess proceeds received from the assumed exercise
      of common  stock equivalents, net of income taxes                                 $6,826             $36,508

                                                                                 ==============      ==============
Adjusted net income                                                                   $255,733            $191,847
                                                                                 ==============      ==============

Earnings per common and dilutive common equivalent share:
     Primary:                                                                            $.159               $.086
     Fully diluted (2):                                                                  $.159               $.086





</TABLE>

- -------------------------------------------------------------------------------
(1)   This  calculation  assumes  that  of  all  the  additional  common  shares
      outstanding,  assuming  the  exercise  of all  common  stock  equivalents,
      283,981 shares of common stock are re-acquired with the proceeds therefrom
      as of April 1, 1997 and  290,857  shares  are  re-acquired  as of April 1,
      1996.

(2)  In 1997  and  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.





                                       19
<PAGE>


<TABLE> <S> <C>

<ARTICLE>                  BD
<MULTIPLIER>               1
       
<S>                                   <C>
<PERIOD-TYPE>                        9-MOS
<FISCAL-YEAR-END>                                               SEP-30-1997
<PERIOD-END>                                                    JUN-30-1997
<CASH>                                                            2,575,580
<RECEIVABLES>                                                        81,197
<SECURITIES-RESALE>                                                       0
<SECURITIES-BORROWED>                                                     0
<INSTRUMENTS-OWNED>                                               4,637,354
<PP&E>                                                              456,028
<TOTAL-ASSETS>                                                    8,104,704
<SHORT-TERM>                                                              0
<PAYABLES>                                                        1,113,448
<REPOS-SOLD>                                                              0
<SECURITIES-LOANED>                                                       0
<INSTRUMENTS-SOLD>                                                  896,892
<LONG-TERM>                                                               0
                                                     0
                                                               0
<COMMON>                                                             14,199
<OTHER-SE>                                                        5,660,067
<TOTAL-LIABILITY-AND-EQUITY>                                      8,104,704
<TRADING-REVENUE>                                                 1,932,332
<INTEREST-DIVIDENDS>                                                202,277
<COMMISSIONS>                                                     6,649,876
<INVESTMENT-BANKING-REVENUES>                                             0
<FEE-REVENUE>                                                       185,233
<INTEREST-EXPENSE>                                                    2,166
<COMPENSATION>                                                    4,856,699
<INCOME-PRETAX>                                                     905,041
<INCOME-PRE-EXTRAORDINARY>                                          905,041
<EXTRAORDINARY>                                                           0
<CHANGES>                                                                 0
<NET-INCOME>                                                        532,028
<EPS-PRIMARY>                                                          .313
<EPS-DILUTED>                                                          .313
        

</TABLE>


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