U.S. Securities and Exchange Commission
Washington D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
[ ] 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)
220 East Central Parkway, Suite 2060
Altamonte Springs, FL 32701
---------------------------
(Address of principal executive offices)
(407) 741-5300
--------------
(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 2,375,575 as of May 10,
2002.
Transitional small business disclosure format Yes [ ] No [X]
INDEX
Page No.
-------
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31,
2002 and September 30, 2001 3
Condensed Consolidated Statements of Operations for the
Six Months ended March 31, 2002 and 2001 5
Condensed Consolidated Statements of Operations for the
Three Months ended March 31, 2002 and 2001 6
Condensed Consolidated Statements of Cash Flows for the
Six Months ended March 31, 2002 and 2001 7
Notes to Condensed Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis or Plan of Operation 14
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 23
Item 4. Submission of Matters to a Vote of Security Holders 25
Item 6. Exhibits and Reports on Form 8-K 25
Signatures 26
2
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, September 30,
Assets 2002 2001
------ ---- ----
Cash $ 142,997 $ 136,688
Cash and cash equivalents, deposited with clearing organization 2,432,441 874,613
Receivable from clearing organization, net 0 934,764
Other receivables 3,272 23,429
Loans to officers 116,702 126,541
Securities owned, at market value 11,984,088 6,011,939
Income taxes receivable 856,723 0
Deferred income tax asset, net 540,766 1,397,489
Property and equipment, at cost:
Equipment, furniture and leasehold improvements 563,166 1,307,461
Less accumulated depreciation and amortization (392,811) (944,502)
------------------- ---------------
Net property and equipment 170,355 362,959
Software development, net of accumulated amortization
of $625,870 in March 2002 and $491,995 in
September 2001 419,927 553,802
Prepaid expenses and other assets, net of accumulated
amortization of $2,000 in March 2002 and $177,000
in September 2001 102,763 311,474
------------------- ---------------
Total assets $ 16,770,034 $ 10,733,698
==================- ===============
See accompanying notes to condensed consolidated financial statements.
3
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS, CONTINUED
(Unaudited)
March 31, September 30,
Liabilities and Stockholders' Equity 2002 2001
------------------------------------ ---- ----
Liabilities:
Foreign currency sold, but not yet purchased $ 1,757 $ 208,092
Securities sold, but not yet purchased, at market value 11,048,507 5,313,641
Payable to clearing organization, net 1,155,415 0
Accounts payable 144,645 312,673
Accrued employee compensation and benefits 44,580 307,500
Accrued expenses 149,148 139,094
Payable to Joint Venture - 2,032
Other liabilities 22,105 7,779
------------------- ------------------
Total liabilities 12,566,157 6,290,811
------------------- ------------------
Stockholders' equity:
Preferred stock, $.01 par value. Authorized 5,000,000
shares; issued and outstanding -0- shares - -
Common stock, $.01 par value. Authorized 8,000,000
shares; issued and outstanding 2,375,575 shares in March
2002 and 2,294,376 shares in September 2001 23,756 22,944
Additional paid-in capital 8,026,131 7,945,161
Accumulated deficit (3,846,010) (3,525,218)
------------------- ------------------
Total stockholders' equity 4,203,877 4,442,887
------------------- ------------------
Total liabilities and stockholders' equity $ 16,770,034 $ 10,733,698
=================== ==================
See accompanying notes to condensed consolidated financial statements.
4
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Six Months Ended March 31, 2002 and 2001
(Unaudited)
2002 2001
---- ----
Revenues:
Net dealer inventory and investment gains $ 1,823,388 466,904
Commissions (note 2) 404,500 1,768,195
Management and investment advisory fees (note 2) 6,292 75,903
Interest and dividends 44,192 114,846
Loss from joint venture - (20,353)
Other 19,274 (1,286)
------------------ ----------------
Total revenues 2,297,646 2,404,209
------------------ ----------------
Expenses:
Compensation and benefits $ 1,128,528 2,459,633
Clearing and related expenses 881,021 546,221
Promotion 93,742 478,823
Occupancy and equipment rental 233,657 258,926
Communications 59,897 140,400
Interest 1,367 1,740
Professional fees 168,758 129,667
Insurance 69,803 100,365
Depreciation and amortization 197,473 234,635
Technology 38,539 118,930
Other expenses 158,662 254,405
------------------ ----------------
Total expenses 3,031,447 4,723,745
------------------ ----------------
Loss before gain on sale of retail activity and income taxes (733,801) (2,319,536)
Gain on sale of retail activity (note 2) 413,009 0
------------------ ----------------
Loss before income taxes (320,792) (2,319,536)
Income tax benefit - (837,171)
------------------ -----------------
Net loss $ (320,792) (1,482,365)
================== =================
Loss per share:
Basic $ (0.14) (0.67)
================== =================
Diluted $ (0.14) (0.67)
================== =================
Weighted average number of common shares outstanding:
Basic 2,342,413 2,218,356
================== =================
Diluted 2,342,413 2,218,356
================== =================
See accompanying notes to condensed consolidated financial statements.
5
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2002 and 2001
(Unaudited)
2002 2001
---- ----
Revenues:
Net dealer inventory and investment gains $ 803,633 64,687
Commissions (note 2) 3,288 858,913
Management and investment advisory fees (note 2) 0 35,191
Interest and dividends 15,256 35,127
Loss from joint venture 0 (10,481)
Other 17,458 500
---------------- ---------------
Total revenues 839,635 983,937
---------------- ---------------
Expenses:
Compensation and benefits 394,949 1,313,748
Clearing and related expenses 441,079 247,956
Promotion 56,955 210,257
Occupancy and equipment rental 94,722 129,463
Communications 18,092 68,782
Interest 848 1,370
Professional fees 121,924 60,523
Insurance 26,557 52,597
Depreciation and amortization 85,895 143,055
Technology 1,004 57,467
Other expenses 88,284 94,314
---------------- ---------------
Total expenses 1,330,309 2,379,532
---------------- ---------------
Loss before income taxes (490,674) (1,395,595)
Income tax benefit (67,201) (509,665)
---------------- ---------------
Net loss $ (423,473) (885,930)
================ ===============
Loss per share:
Basic $ (0.18) $ (0.40)
================ ===============
Diluted $ (0.18) $ (0.40)
================ ===============
Weighted average number of common shares outstanding:
Basic 2,374,629 2,221,751
================ ===============
Diluted 2,374,629 2,221,751
================ ===============
See accompanying notes to condensed consolidated financial statements.
6
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 2002 and 2001
(Unaudited)
2002 2001
---- ----
Cash flows from operating activities:
Net loss $ (320,792) (1,482,365)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 197,473 234,635
Deferred income taxes 856,723 (905,124)
Gain on sale of retail activity (413,009) -
Disposal of property and equipment
included in gain on sale of retail activity 139,024 -
Loss on disposals of property and
equipment 491
Loss from Joint Venture - 20,353
Tax benefit from disqualifying dispositions of
incentive stock options - 11,001
Cash provided by (used in) changes in:
Receivable from clearing organization, net 934,764 -
Other receivables 16,374 4,513
Securities owned, at market value (5,972,149) (2,484,369)
Income taxes receivable (856,723) 452,032
Prepaid expenses and other assets 208,711 21,195
Foreign currency sold, but not yet purchased (206,335) (665)
Securities sold, but not yet purchased, at market value 5,734,866 3,344,723
Payable to clearing organization, net 1,155,415 43,848
Accounts payable (168,028) (147,345)
Accrued employee compensation and benefits (262,920) (739,056)
Accrued expenses 10,054 (92,221)
Payable to Joint Venture (2,032) 2,388
Other liabilities 14,326 (60,637)
---------------- ---------------
Net cash provided by (used in) operating activities 1,066,233 (1,777,094)
---------------- ---------------
Cash flows from investing activities:
Proceeds from sale of retail activity 827,240 -
Cost of total assets on sale of retail activity (414,231) -
Collections from loans to officers 13,623 50,000
Costs of additional property, equipment and software
development (10,510) (510,469)
---------------- ----------------
Net cash provided by (used in) investing activities 416,122 (460,469)
---------------- ---------------
(Continued)
7
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
For the Six Months Ended March 31, 2002 and 2001
(Unaudited)
2002 2001
---- ----
Cash flows from financing activities:
Exercise of employee stock options 1,782 -
Sale of common stock with sale of retail activity 80,000 -
---------------- ---------------
Net cash provided by financing activities
81,782 -
---------------- ---------------
Net increase (decrease) in cash and cash equivalents 1,564,137 (2,237,563)
Cash and cash equivalents at beginning of period 1,011,301 5,271,859
---------------- ---------------
Cash and cash equivalents at end of period $ 2,575,438 3,034,296
================ ===============
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,367 1,740
================ ===============
Supplemental disclosure of noncash financing activities:
During the six months ended March 31, 2001 the
Company paid for software development services by
issuance of 12,283 common shares. $ - 70,020
================ ===============
8
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002 and 2001
(Unaudited)
(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 accounting
principles generally accepted in the United States of America. In the
opinion of Management, such financial statements reflect all adjustments
(consisting of normal recurring items) 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. These condensed consolidated financial statements should be
read in conjunction with the Company's audited consolidated financial
statements for the year ended September 30, 2001, filed on Form 10-KSB
(SEC File Number 33-70334-A).
CURRENT SUBSIDIARIES:
As used in this Form 10-QSB, the term "Company" refers, unless the
context requires otherwise, to International Assets Holding Corporation
and its four wholly owned subsidiaries; INTLTRADER.COM, INC. ("ITCI"),
International Asset Management Corp. ("IAMC"), International Financial
Products, Inc. ("IFP") and OffshoreTrader.com Ltd. ("OTCL"). All
significant intercompany balances and transactions have been eliminated
in consolidation.
FORMER SUBSIDIARIES AND JOINT VENTURE SOLD IN DECEMBER 2001:
On November 1, 2001 International Assets Advisory Corporation entered
into a merger with IAAC, LLC, a wholly owned subsidiary of International
Assets Holding Corporation. IAAC, LLC was a Florida limited liability
company formed by International Assets Holding Corporation in July 2001
for the purpose of the anticipated merger that occurred on November 1,
2001. IAAC, LLC was the surviving entity of the merger. Upon
effectiveness of the merger, the name of the surviving entity became
International Assets Advisory, LLC. The Company sold all of its
membership interests in International Assets Advisory, LLC on December
13, 2001.
On November 1, 2001 Global Assets Advisors, Inc. entered into a merger
with Global Assets Advisors, LLC, a wholly owned subsidiary of
International Assets Holding Corporation. Global Assets Advisors, LLC was
a Florida limited liability company formed by International Assets
Holding Corporation in July 2001 for the purpose of the anticipated
merger that occurred on November 1, 2001. Global Assets Advisors, LLC was
the surviving entity of the merger. The Company sold all of its
membership interests in Global Assets Advisors, LLC on December 13, 2001.
9
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
On December 13, 2001 the Company sold its 50% interest in International
Assets New York, LLC, a 50/50 Joint Venture with Lakeside Investments,
LLC of New York.
(2) SALE OF CERTAIN OPERATIONS
--------------------------
On December 13, 2001 the Company sold its two wholly-owned subsidiaries,
International Assets Advisory, LLC and Global Assets Advisors, LLC, and
its 50% membership interest in International Assets New York, LLC (IANY)
to Lakeside Assets, LLC. In connection with the disposition transaction,
Lakeside Assets, LLC also purchased 80,000 shares of the Company's common
stock. The Company received total proceeds of $907,240 for these sale
transactions. The Company allocated $827,240 of the proceeds to the sale
of the two wholly owned subsidiaries and the 50% interest in IANY. The
Company allocated $80,000 of the proceeds to the sale of common shares.
The Company had a book basis of $414,231 related to the sale of the two
wholly owned subsidiaries and IANY. The $413,009 gain on sale of retail
activity recorded in December 2001 was determined by deducting the book
basis of $414,231 from the sales proceeds of $827,240.
Commission revenues from retail private client securities brokerage
activity amounted to $404,500 and $1,768,195 for the six months ended
March 31, 2002 and 2001, respectively and $3,288 and $858,913 for the
three months ended March 31, 2002 and 2001, respectively. Though certain
costs associated with this activity are distinct and clearly
identifiable; many are not and management has not historically operated,
monitored or specifically allocated expenses to this activity in such a
manner as to determine profitability by activity. In the same sale
transaction, International Assets Holding Corporation agreed to sell its
money management activity, which had revenues from management and
investment advisory fees of $6,292 and $75,903 for the six months ended
March 31, 2002 and 2001, respectively and $35,191 for the three months
ended March 31, 2001. The money management activity was primarily related
and tied into the retail private client activity including the same sales
staffing, operations and research support. It was separated for purposes
of securities licensing and regulation.
(3) RELATED PARTY TRANSACTIONS
--------------------------
On February 1, 2002 the Company executed a contract for investor
relations services from an outside firm that is owned and managed by a
cousin of the CEO of the Company. The contract is for a term of six
months at a cost of $5,000 per month plus reimbursement for reasonable
expenses related to the performance of the service contract.
(4) RECLASSIFICATIONS
-----------------
Certain prior period amounts have been reclassified to conform to current
period presentation. These changes had no impact on previously reported
results of operations or stockholders' equity.
10
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(5) BASIC AND DILUTED LOSS PER SHARE
--------------------------------
Basic loss per share for the six months and three months ended March 31,
2002 and 2001 have been computed by dividing net loss by the weighted
average number of common shares outstanding.
Diluted loss per share for the six months and three months ended March
31, 2002 and 2001 are the same as basic loss per share because of the
anti-dilutive impact of the potential common shares, due to the net loss
for each of the periods. No options to purchase shares of common stock
were considered in the calculation of diluted loss per share for the six
months and three months ended March 31, 2002 and 2001 because of the
anti-dilutive impact of the potential common shares, due to the net loss
for the periods.
For the Six Months Ended March 31, 2002 2001
---- ----
Diluted Loss Per Share
Numerator:
Net loss $(320,792) $ (1,482,365)
Denominator:
Weighted average number of common shares and dilutive
potential common shares outstanding 2,342,413 2,218,356
--------- ---------
Diluted loss per share $(0.14) $(0.67)
For the Three Months Ended March 31, 2002 2001
---- ----
Diluted Loss Per Share
Numerator:
Net loss $(423,473) $ (885,930)
Denominator:
Weighted average number of common shares and dilutive
potential common shares outstanding 2,374,629 2,221,751
--------- ---------
Diluted loss per share $(0.18) $(0.40)
11
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(6) SECURITIES OWNED AND SECURITIES SOLD, BUT NOT YET PURCHASED, AT MARKET
----------------------------------------------------------------------
VALUE
-----
Securities owned and Securities sold, but not yet purchased at March 31,
2002 and September 30, 2001 consist of trading and investment securities
at quoted market values as follows:
Sold, but not
Owned yet purchased
----- -------------
March 31, 2002:
Common stock and American Depository Receipts 1,543,990 683,466
Foreign ordinary stock paired with its
respective American Depository Receipt 10,291,228 10,359,333
Corporate and municipal bonds 52,737 -
Foreign government obligations 2,380 -
Unit investment trusts, mutual funds and other
investments 93,753 5,708
---------- ----------
Total $11,984,088 11,048,507
========== ==========
September 30, 2001:
Common stock and American Depository Receipts 1,203,294 694,047
Foreign ordinary stock paired with its
respective American Depository Receipt 4,618,006 4,619,594
Corporate and municipal bonds 68,949 -
Foreign government obligations 3,954 -
Unit investment trusts, mutual funds and other
investments 117,736 -
---------- ---------
Total $ 6,011,939 5,313,641
========== =========
(7) RECEIVABLE FROM AND PAYABLE TO CLEARING ORGANIZATION
Amounts receivable from and payable to clearing organization at March 31,
2002 and September 30, 2001 consist of the following:
Receivable Payable
---------- -------
March 31, 2002:
Open transactions, net $ - 1,112,545
Clearing fees and related charges payable - 42,870
--------- ---------
$ - 1,155,415
========= =========
September 30, 2001:
Open transactions, net $ 926,703 -
Clearing fees and related charges payable - 23,722
Commission income receivable 31,783 -
--------- ------
$ 958,486 23,722
========= ======
As these amounts are short-term in nature, the carrying amount is a
reasonable estimate of fair value.
12
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(8) LEASES
------
The Company occupies leased office space of approximately 5,100 square
feet at 220 E. Central Parkway, Altamonte Springs, Florida. The
commencement date of this lease was February 1, 2002, with six months
free rent, and a seven-year term to July 31, 2009.
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 $35,650 and $200,218
for the six months ended March 31, 2002, and 2001, respectively. The
future minimum lease payments under noncancelable operating leases are as
follows:
Fiscal Year (12 month period) Ending September 30,
---------------------------------------------------
2002 83,900
2003 151,100
2004 129,900
2005 130,000
2006 130,200
Thereafter 318,600
--------
Total future minimum lease payments $943,700
========
(9) STOCK OPTION PLAN
-----------------
During the six months ended March 31, 2002, 162,000 options were granted
to employees and directors. There were 1,199 incentive stock options
exercised at a strike price of $1.486 per share during the six months
ended March 31, 2002. In addition, 270,752 incentive stock options were
forfeited due to the termination of former employees of the Company or
its subsidiaries. The total options forfeited included approximately
186,000 options related to former employees that were part of the sale of
the retail brokerage operation. As of March 31, 2002 the Company had
554,158 options outstanding.
Incentive Stock Options (Granted during the six months ended March 31,
-----------------------
2002)
Options Exercise Expiration
Granted Grant Date Price Date Exercisable
------- ---------- ----- ---- -----------
50,000 10/05/01 $0.90 10/05/11 /(a)/
25,000 10/05/01 $0.99 10/05/11 /(a)/
20,000 12/22/01 $0.60 12/22/11 /(a)/
22,000 01/03/02 $0.65 01/03/12 /(b)/
-------
117,000
=======
13
INTERNATIONAL ASSETS HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Nonqualified Stock Options (Granted during the six months ended March 31, 2002)
--------------------------
Options Exercise Expiration
Granted Grant Date Price Date Exercisable
------- ---------- ----- ---- -----------
45,000 10/05/01 $0.90 10/05/11 /(a)/
/(a)/ Exercisable at 33.3% after year one, 33.3% after year two and 33.4%
after year three. These options are 100% exercisable upon a change
in control of the Company.
/(b)/ Exercisable at 33.3% after year one, 33.3% after year two and 33.4%
after year three.
As the strike price on the date of grant for each option was equal to the
fair market value of a share of common stock on that date, the Company
did not recognize any compensation cost associated with such grants.
(10) COMMITMENTS AND CONTINGENT LIABILITIES
--------------------------------------
The Company is party to certain litigation as of March 31, 2002, which
relates primarily to matters arising in the ordinary course of business.
While the Company cannot absolutely predict the outcome of these actions
at this time, it is the opinion of management, given the probability of
success by the Company, that the resolution of these matters will not
have a material adverse effect on the consolidated financial condition of
the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The following discussion and analysis should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this report.
Certain statements in this discussion may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown risks
including, but not limited to, changes in general economic and business
conditions, interest rate and securities market fluctuations, competition
from within and from outside the investment brokerage industry, new products
and services in the investment brokerage industry, changing trends in
customer profiles and changes in laws and regulation applicable to the
Company. Although the Company believes that its expectations with respect to
the forward-looking statements are based upon reasonable assumptions within
the bounds of its knowledge of its business and operations, there can be no
assurances that the actual results, performance or achievement of the
Company will not differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Readers are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties and that actual results may differ materially from those
indicated in the forward-looking statements as a result of various factors.
14
Readers are cautioned not to place undue reliance on these forward-looking
statements.
The Company's principal operating activities, market-making and trading in
international 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.
RESULTS OF OPERATIONS:
On December 13, 2001 the Company sold its full service private client retail
brokerage and money management activities. Accordingly, these activities are
no longer a source of revenues or expense for the Company after December 13,
2001. While the revenues (commissions and management and investment advisory
fees) and certain costs associated with the business activities which have
been sold are readily identifiable, many costs associated with these
activities are not. The costs that are not identifiable were included in
prior legal entity financial statements combined with other business
activities that were operated together for previous strategic, regulatory
and synergistic purposes.
The Company has reported a gain on the sale of retail activity of $413,009
included in the six months ended March 31, 2002. The gain is based on sale
proceeds of $827,240 less the book cost basis of $414,231, for the
transaction costs and for the book value of the assets that were included in
the sale of this business activity.
As of March 31, 2002 the Company had 17 full time employees.
SIX MONTHS ENDED MARCH 31, 2002 AS COMPARED TO
THE SIX MONTHS ENDED MARCH 31, 2001
The Company's revenues were derived primarily from trading revenue (net
dealer inventory and investment gains) as well as commissions earned on the
sale of securities. For the six months ended March 31, 2002, 79% of the
Company's revenues were derived from trading revenue and 18% of revenues
were derived from commissions. For the six months ended March 31, 2001, 19%
of the Company's revenues were derived from trading revenue and 74% of
revenues were derived from commissions. Total revenues decreased 4% to
$2,297,646 for the six months ended March 31, 2002 from $2,404,209 for the
same period in 2001.
Trading revenue (net dealer inventory and investment gains) increased by
approximately 291% to $1,823,388 for the six months ended March 31, 2002
from $466,904 in 2001. This increase in trading revenue was due in large
measure to our trading department's ongoing efforts to provide reliable
market making for our trading clients with high quality customer service and
trade execution in the international securities trading market. The Company
has been successful in developing new clients as well as in retention of
existing trading clients.
15
Trading revenues for the six months ended March 31, 2001 were reduced from
prior levels due to the complete shutdown and loss of trading revenue for
the period December 19, 2000 until December 27, 2000. The increase in
trading revenues for the six months ended March 31, 2002 comes after the
Company had to rehire and rebuild the entire trading department since the
disruption of the Company's trading operations caused by the abrupt
departure of the Company's head of capital markets and his related
recruitment of the entire trading department to his own firm in December
2000. This matter was previously discussed in the Company's 10-QSB for the
period ended December 31, 2000 as well as its Form 8-K filed as of December
29, 2000.
Commission revenues decreased by approximately 77% to $404,500 for the six
months ended December 31, 2001 from $1,768,195 in 2001. Commission revenues
for the six months ended March 31, 2002 include retail brokerage commissions
earned for the period October 1, 2001 through December 13, 2001. On December
13, 2001 the Company sold its membership interests in International Assets
Advisory, LLC. These retail brokerage commission revenues are no longer a
source of revenue for the Company after December 13, 2001 due to the sale of
this retail brokerage activity. During the quarter ended March 31, 2002 the
Company sold substantially all of it retail online accounts to Ameritrade
Holding Corporation and ceased offering its online retail brokerage
operation. The elimination of these retail activities has allowed the
Company to focus all of its resources on its core market making trading
operation.
Revenues from management and investment advisory fees decreased by
approximately 92% to $6,292 for the six months ended March 31, 2002 from
$75,903 in 2001. These revenues from management and investment advisory fees
are no longer a source of revenue for the Company after December 13, 2001
due to the sale of this business.
Interest and dividend revenue decreased by 62% to $44,192 for the six months
ended March 31, 2002 from $114,846 in 2001. This decrease is primarily due
to lower balances of interest producing assets, including money market
balances and fixed income securities as well as decreased interest returns
on these short-term liquid assets during the six months ended March 31, 2002
compared to the same period in 2001.
Loss from joint venture was $0 for the six months ended March 31, 2002
compared to $20,353 for 2001. The loss from joint venture ended in March
2001 when the Company wrote off its investment in joint venture in
accordance with the equity method of accounting. The loss from the Company's
joint venture represented the Company's 50% share of the operating loss from
the activity of International Assets New York, LLC, a 50/50 joint venture
with Lakeside Investments, LLC of New York. On December 13, 2001 the
Company's interest in International Assets New York, LLC was sold.
16
Other revenues were $19,274 for the six months ended March 31, 2002 up from
$(1,286) for the same period in 2001. Other revenues in 2002 includes
$14,800 collected for the sale proceeds from the retail online accounts sold
to Ameritrade.
The major expenses incurred by the Company relate to direct costs of its
securities operations such as compensation and benefits, clearing and
related expense, occupancy and equipment rental expense and professional
fees. Total expenses decreased by approximately 36% to $3,031,447 for the
six months ended March 31, 2002, from $4,723,745 for the same period in
2001. This decrease in total expenses is mainly due to reductions in
compensation and benefits, promotions, communications, technology and other
operating expenses. The decrease in total expenses reflects the
restructuring associated with the sale of the retail brokerage activity and
the related cost reductions the Company began to implement in August 2001.
Compensation and benefits expense decreased by $1,331,105 or 54% to
$1,128,528 for the six months ended March 31, 2002 from $2,459,633 in 2001
due to lower commission expense caused by lower commission revenues and a
decrease in base salaries due to an overall reduction in the number of
employees. Included in the total $1,128,528 compensation and benefits
expense for 2002 is $165,854 related to commission expense that will no
longer be an ongoing expense for the Company after December 13, 2001, due to
the sale of the related retail private client activity.
Clearing and related expenses increased 61% to $881,021 in the six months
ended March 31, 2002, up from $546,221 in 2001. This increase is related to
the volume increase in the number of trades processed and increased costs
for American Depository Receipt (ADR) conversions due to the necessity of
these conversions as a trading strategy to facilitate liquidity within the
Company's overall investment portfolio. Also, included in the total $881,021
clearing and related expenses for 2002 is $35,388 related to retail private
client activities that will no longer be an ongoing expense for the Company
after December 13, 2001, due to the sale of the related activity.
Total promotion expense decreased by approximately 80% to $93,742 for the
six months ended March 31, 2002 compared to $478,823 for 2001. This decrease
is primarily due to decreases in retail promotional activity, public
relations, and travel and entertainment due to cost saving initiatives
undertaken. Future promotion expense will be determined by incremental
promotions that are undertaken to support the Company's current and ongoing
operations.
Occupancy and equipment rental expense decreased by 10% to $233,657 for the
six months ended March 31, 2002 from $258,926 in 2001. Decreases in rental
expense were related to the Company's decreased leased office space. As of
February 1, 2002 the Company relocated to a new, smaller and less costly
leased office space. Offsetting a portion of this savings are two new
equipment leases for phone systems and network connectivity. The net savings
from this office relocation are currently anticipated to be over $150,000 on
an annualized basis.
17
Communications expense decreased by $80,503, or 57% to $59,897 for the six
months ended March 31, 2002 from $140,400 for the six months ended March 31,
2001. This decrease is due to reduced telephone, postage and printing
expense related to the corresponding decreases in operating revenue.
Management currently anticipates that there will be additional decreases in
communications expense after December 2001 due to the sale of the retail
private client activity on December 13, 2001.
Professional fees increased by approximately 30% to $168,758 for the six
months ended March 31, 2002 as compared to $129,667 in 2001. This increase
is primarily due to legal fees related to the arbitration and injunction
matters further discussed in Part II, Item 1 of this Form 10-QSB.
Insurance expense decreased by approximately 30% to $69,803 for the six
months ended March 31, 2002 as compared to $100,365 in 2001. This decrease
is primarily due to decreases in health, life, disability and workers
compensation insurances due to reductions in total employment headcount and
the related and reduced payroll expense.
Depreciation and amortization expense decreased approximately 16% to
$197,473 for the six months ended March 31, 2002 as compared to $234,635 in
2001. The decrease in 2002 is due to lower depreciation expense associated
with the disposition of fixed assets related to the sale of the retail
private client activity in December 2001.
Technology expense was down approximately 68% to $38,539 for the six months
ended March 31, 2002 from $118,930 in 2001. The decrease is due to the
completion of technology enhancements to increase the quote system and
trading platform's capacity as well as reduced technology expenditures for
web site content due to the elimination of the retail online brokerage
activity in January 2002.
Other operating expenses decreased approximately 38% to $158,662 for the six
months ended March 31, 2002 as compared to $254,405 in 2001. This decrease
is due to cutbacks and reductions in director's fees and expense, office
supplies and expense, training expense and annual report expense.
The Company has reported a loss before gain on sale of retail activity and
income taxes of $733,801 for the six months ended March 31, 2002 compared to
a loss of $2,319,536 for 2001. The gain on the sale of retail activity is
$413,009 for the six months ended March 31, 2002. The gain is based on sales
proceeds of $827,240 less the book cost basis of $414,231, for the
transaction costs and the book value of the assets that were included in the
sale of this business activity.
The Company has reported a net loss of $320,792 for the six months ended
March 31, 2002 compared to a net loss of $1,482,365 for the six months ended
March 31, 2001.
18
The Company did not record an income tax benefit for the six months ended
March 31, 2002 due to a valuation allowance applied to the deferred tax
asset related to the net operating loss generated during the six months. The
Company's effective income tax benefit rate was approximately 36% for the
six months ended March 31, 2001.
THREE MONTHS ENDED MARCH 31, 2002, AS COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 2001
For the three months ended March 31, 2002, 96% of the Company's revenues
were derived from trading revenue. For the three months ended March 31,
2001, 87% of the Company's revenues were derived from commissions and 7%
were derived from trading revenue. Total revenues decreased 15% to $839,635
for the three months ended March 31, 2002 from $983,937 for the same period
in 2001.
Trading revenue (net dealer inventory and investment gains) increased to
$803,633 for the three months ended March 31, 2002 from $64,687 in 2001.
This increase in trading revenue was due to the trading department's ongoing
efforts to provide reliable market making for our trading clients with high
quality customer service and trade execution in the international securities
trading market. Trading revenues for the three months ended March 31, 2001
were reduced from prior levels due to the complete shutdown and loss of
trading revenue for the period December 19, 2000 until December 27, 2000.
The Company had to rehire and rebuild the entire trading department since
the disruption of the Company's trading operations caused by the abrupt
departure of the Company's head of capital markets and his related
recruitment of the entire trading department to his own firm in December
2000.
Commission revenues decreased to $3,288 for the three months ended March 31,
2002 from $858,913 in 2001. On December 13, 2001 the Company sold its
membership interests in International Assets Advisory, LLC. The retail
brokerage commission revenues previously generated by International Assets
Advisory, LLC are no longer a source of revenue for the Company after
December 13, 2001, due to the sale of this retail brokerage activity.
Commission revenues of $3,288 for the three months ended March 31, 2002
include retail online commissions earned during the three months ended March
31, 2002. During the quarter ended March 31, 2002 the Company sold
substantially all of it retail online accounts to Ameritrade Holding
Corporation and ceased offering its online retail brokerage operation. The
elimination of these retail activities has allowed the Company to focus all
of its resources on its core market making trading operation.
Revenues from management and investment advisory fees decreased to $0 for
the three months ended March 31, 2002 compared to $35,191 for the same
quarter in 2001. These revenues from management and investment advisory fees
are no longer a source of revenue for the Company after December 13, 2001
due to the sale of this business.
19
Interest and dividend revenue decreased by 57% to $15,256 for the three
months ended March 31, 2002 from $35,127 in 2001. This decrease is primarily
due to lower balances of interest producing assets, including money market
balances and fixed income securities as well as decreased interest returns
on these short-term liquid assets during the three months ended March 31,
2002 compared to the same period in 2001.
Loss from joint venture was $0 for the three months ended March 31, 2002
compared to $10,481 for 2001. The loss from joint venture ended in March
2001 when the Company wrote off its investment in joint venture in
accordance with the equity method of accounting. The loss from the Company's
joint venture represented the Company's 50% share of the operating loss from
the activity of International Assets New York, LLC, a 50/50 joint venture
with Lakeside Investments, LLC of New York. On December 13, 2001 the
Company's interest in International Assets New York, LLC was sold.
Other revenues were $17,458 for the three months ended March 31, 2002 up
from $500 for the same period in 2001. Other revenues, for the three months
ended March 31, 2002, include $14,800 collected for the sale proceeds from
the retail online accounts sold to Ameritrade.
The major expenses incurred by the Company relate to direct costs of its
securities operations such as compensation and benefits, clearing and
related expense, occupancy and equipment rental expense and professional
fees. Total expenses decreased by approximately 44% to $1,330,309 for the
three months ended March 31, 2002, from $2,379,532 for the same period in
2001. This decrease in total expenses is mainly related to reductions in
compensation and benefits, promotions, communications, technology and
depreciation and amortization. The decrease in total expenses reflects the
restructuring related to the sale of the retail brokerage activity and the
related cost reductions the Company began to implement in August 2001.
Compensation and benefits expense decreased by $918,799 or 70% to $394,949
for the three months ended March 31, 2002 from $1,313,748 in 2001. The
decrease is primarily due to $0 commission expense for the three months
ended March 31, 2002 compared to $422,481 for the same quarter in 2001. This
commission expense and the related commission revenues will no longer be an
ongoing expense and revenue for the Company after December 13, 2001, due to
the sale of the retail private client activity. The decrease in compensation
and benefits expense is also due to a decrease in base salaries due to an
overall reduction in the number of employees.
Clearing and related expenses increased 78% to $441,079 in the three months
ended March 31, 2002, up from $247,956 in 2001. This increase is related to
the volume increase in the number of trades processed and increased costs
for American Depository Receipt (ADR) conversions due to the necessity of
these conversions as a trading strategy to facilitate liquidity within the
Company's overall investment portfolio.
20
Total promotion expense decreased by approximately 73% to $56,955 for the
three months ended March 31, 2002 compared to $210,257 for 2001. This
decrease is primarily due to reductions in travel and entertainment and
public relations expense decreases due to cost saving initiatives
undertaken. Future promotion expense will be determined by incremental
promotions that are undertaken to support the Company's current and ongoing
operations.
Occupancy and equipment rental expense decreased by 27% to $94,722 for the
three months ended March 31, 2002 from $129,463 in 2001. Decreases in rental
expense were related to the Company's decreased leased office space. As of
February 1, 2002 the Company relocated to a new, smaller and less costly
leased office space. Offsetting a portion of this savings are two new
equipment leases for phone systems and network connectivity. The net savings
from this office relocation are currently anticipated to be over $150,000 on
an annualized basis.
Communications expense decreased by $50,690, or 74% to $18,092 for the three
months ended March 31, 2002 from $68,782 for the three months ended March
31, 2001. This decrease is due to reduced telephone, postage and printing
expense related to the corresponding decreases in operating revenue.
Professional fees increased by approximately 101% to $121,924 for the three
months ended March 31, 2002 as compared to $60,523 in 2001. This increase is
primarily due to legal fees related to the arbitration and injunction
matters further discussed in Part II, Item 1 of this Form 10-QSB.
Insurance expense decreased by approximately 50% to $26,557 for the three
months ended March 31, 2002 as compared to $52,597 in 2001. This decrease is
primarily due to decreases in health, life, disability and workers
compensation insurances due to reductions in total employment headcount and
the related and reduced payroll expense.
Depreciation and amortization expense decreased approximately 40% to $85,895
for the three months ended March 31, 2002 as compared to $143,055 in 2001.
The decrease in 2002 is due to lower depreciation expense associated with
the disposition of fixed assets related to the sale of the retail private
client activity in December 2001.
Technology expense was down approximately 98% to $1,004 for the three months
ended March 31, 2002 from $57,467 in 2001. The decrease is due to the
completion of technology enhancements to increase the quote system and
trading platform's capacity as well as reduced technology expenditures for
web site content due to the elimination of the retail online brokerage
activity in January 2002.
Other operating expenses decreased approximately 6% to $88,284 for the three
months ended March 31, 2002 as compared to $94,314 in 2001. This decrease is
21
due to cutbacks and reductions in director's fees and expense, office
supplies and expense and training expense.
The Company has reported a net loss of $423,473 for the three months ended
March 31, 2002 compared to a net loss of $885,930 for the three months ended
March 31, 2001.
The Company's effective income tax benefit rate was approximately 14% and
37% for the three months ended March 31, 2002 and 2001, respectively. The
14% income tax benefit rate for the three months ended March 31, 2002
differed from the expected U.S. federal income tax rate of 34% due to a
valuation allowance applied to the deferred tax asset related to the net
operating loss generated during the quarter. Also, income tax expense
generated during the quarter ended December 31, 2001 was reversed during the
quarter ended March 31, 2002 due to the current quarter's loss exceeding the
prior period's profitability.
LIQUIDITY AND CAPITAL RESOURCES
Substantial portions of the Company's assets are liquid with the
majority of the assets consisting of securities inventories which fluctuate
depending on the levels of customer business. At March 31, 2002,
approximately 86% 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 sold, not
yet purchased and other payables.
During the quarter ended March 31, 2002 the Company recorded an income tax
receivable totaling $856,723 due to a recent change in the tax law regarding
net operating loss carrybacks. The carryback claim was filed on April 9,
2002 and was collected in May 2002. The collection of this income tax
carryback improves the Company's liquidity position by increasing the
proportion of the Company's total assets that are liquid.
Distributions to the Company from INTLTRADER.COM, INC., the Company's
primary source of liquidity, are restricted as to amounts which may be paid
by applicable law and regulations. The Net Capital Rules are the primary
regulatory restrictions regarding capital resources. The Company's rights to
participate in the assets of any subsidiary are also subject to prior claims
of the subsidiary's creditors, including customers of INTLTRADER.COM, INC.
INTLTRADER.COM, INC., a wholly owned registered securities broker-dealer
subsidiary, is subject to the requirements of the SEC and the NASD relating
to liquidity and net capital levels. At March 31, 2002, INTLTRADER.COM
INC. had adjusted net capital of $1,428,033, which was $1,090,033 in excess
of its minimum net capital requirement at that date.
The Company's total assets and liabilities and the individual components
thereof may vary significantly from period to period because of changes
relating to customer needs and economic and market conditions. The Company's
total assets at March 31,
22
2002 and September 30, 2001, were $16,770,034 and $10,733,698, respectively.
The Company's operating activities generate or utilize cash resulting from
net income or loss earned during the period and fluctuations in its assets
and liabilities. The most significant fluctuations have resulted from
changes in the level of customer activity and securities inventory changes
resulting from proprietary arbitrage trading strategies dictated by
prevailing market conditions.
In addition to normal operating requirements, capital is required to satisfy
financing and regulatory requirements. The Company's overall capital needs
are continually reviewed to ensure that its capital base can appropriately
support the anticipated capital needs of the operating subsidiaries. The
excess regulatory net capital of the Company's broker-dealer subsidiary may
fluctuate throughout the year reflecting changes in inventory levels and/or
composition and balance sheet components.
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 twelve months in light of known and reasonably estimated
trends. At this time additional private financing is being sought for
trading capital, technology, staffing and promotional efforts based upon the
Company's strategic plan. This plan has an operational emphasis on
technology driven international securities order flow. In conjunction with
the Company's strategic plan, the Company has engaged UBS Warburg as its
financial advisor to arrange and negotiate a private placement of securities
issued by the Company or to find a strategic partner. UBS Warburg has been
engaged to use its best efforts in connection with a private placement and
does not have any obligation to purchase any securities issued by the
Company or to provide financing of any kind to the Company.
CASH FLOWS
For the six months ended March 31, 2002, cash and cash equivalents increased
by $1,564,136 since the end of the last fiscal year ending September 30,
2001. Funds provided by operating activities were $1,066,232 for the period
ending March 31, 2002. During the six months ended March 31, 2002, the
Company had cash provided by investing activities of $416,122. Net cash
provided by financing activities were $81,782, which was comprised of
$80,000 provided by the sale of common stock with the sale of the retail
brokerage activity and $1,782 from the exercise of one employee stock
option.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is party to certain litigation as of March 31, 2002, which
relates primarily to matters arising in the ordinary course of business.
While the Company cannot absolutely predict the outcome of these actions at
this time, it is the opinion of management, given the probability of success
by the Company, that the resolution of these matters will not have a
material adverse effect on the consolidated financial condition of the
Company.
23
On January 4, 2001 the Company filed an arbitration matter with the NASD
regarding several breaches (including but not limited to raiding, unfair
competition and misappropriation of trade secrets) related to the sudden
departure, on December 19, 2000, of the head of the foreign trading desk and
his related recruitment of the entire Company's trading staff. This
arbitration claim was filed against the broker/dealer who became the
employer of the recruited employees, two principals of the broker/dealer,
two affiliated securities firms of the broker/dealer and four principals of
the parent firm. On March 14, 2001 the broker/dealer who became the employer
and two of its principals responded and filed a counterclaim against the
Company. On March 19, 2001 the two affiliated securities firms of the
broker/dealer also filed a counterclaim as well as a claim for attorney's
fees. The Company disputes the counterclaims and intends to vigorously
defend them. The NASD arbitration for this matter which was originally
scheduled for the week beginning April 29, 2002, has been continued
(delayed) until November 2002.
On April 1, 2002, the Company filed suit and a motion for temporary
injunction, which was granted, in Circuit Court in Orange County, Florida.
The suit and motion were filed against a New York Stock Exchange listed
company for breach of a confidentiality agreement and misappropriation of
trade secrets. The Company was required to post a $50,000 cash bond with the
court to support the temporary injunction. On April 9, 2002, the Court
denied a motion to dissolve the temporary injunction. On April 12, 2002 the
defendant filed an appeal of the denial of the motion. That appeal has not
yet been heard. On April 29, 2002 the defendant filed motions with the
Circuit Court in Orange County, Florida to 1) dismiss the claims and 2) to
compel an NASD arbitration. Also on April 29, 2002 the defendant filed an
NASD arbitration counterclaim seeking damages in excess of $450,000. The
Company plans to defend its position against the appeal of the injunction
and defend its position that a circuit court hearing rather than an NASD
arbitration is the appropriate jurisdiction to decide this matter.
The foregoing discussion contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve various risks and uncertainties with
respect to current legal proceedings. Although the Company believes that its
expectations with respect to the forward-looking statements are based upon
reasonable assumptions within the bounds of its knowledge of its business
and operations, there can be no assurances that the actual results,
performance or achievement of the Company will not differ materially from
any future results, performance or achievements expressed or implied by such
forward-looking statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Readers are cautioned that any such
forward-looking statements are not guarantees of future performance and
involve risks and uncertainties and that actual results may differ
materially from those indicated in the forward-looking statements as a
result of various factors. Readers are cautioned not to place undue reliance
on these forward-looking statements.
24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of stockholders was held on Tuesday, March 12,
2002. The stockholders reelected five members of the existing Board of
Directors: Diego J. Veitia, Jerome F. Miceli, Stephen A. Saker, Robert A.
Miller and Jeffrey L. Rush. The stockholders also elected Edward R.
Cofrancesco, Jr. to the Board of Directors on March 12, 2002. The
stockholders approved the action of the Board of Directors in selecting KPMG
LLP to audit the financial statements of the Company and its subsidiaries
for the period commencing October 1, 2001, and ending September 30, 2002.
The stockholders further approved the action of the Board of Directors in
adopting an amendment to the International Assets Holding Corporation
Certificate of Incorporation to increase the total number of authorized
shares of the Company's preferred stock, par value $.01 per share, from
3,000,000 to 5,000,000.
Votes Votes
Matter For Withheld
------- --- --------
Election of Diego J. Veitia as director 2,143,324 6,793
Election of Edward R. Cofrancesco, Jr. as director 2,142,824 7,293
Election of Jerome F. Miceli as director 2,143,374 6,743
Election of Stephen A. Saker as director 2,143,544 6,573
Election of Robert A. Miller director 2,143,374 6,743
Election of Jeffrey L. Rush as director 2,128,394 21,723
Votes Votes Votes
Matter For Against Abstain
------- --- ------- -------
Approval of the auditors 2,140,953 1,626 7,538
Approval of amendment to
Certificate of Incorporation for an
increase in authorized shares of
preferred stock from 3,000,000 to
5,000,000 1,211,710 141,947 7,834
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a). Exhibits
None
b). Form 8-K
No reports were filed on Form 8-K during the three months
ended March 31, 2002.
25
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INTERNATIONAL ASSETS HOLDING CORPORATION
Date 05/10/2002 /s/ Diego J. Veitia
---------- ----------------------
Diego J. Veitia
President and Chief Executive Officer
Date 05/10/2002 /s/ Jonathan C. Hinz
---------- ----------------------
Jonathan C. Hinz
Chief Financial Officer and Treasurer
26