UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _______________
Commission File Number 0-16240
JB Oxford Holdings, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
UTAH 95-4099866
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
9665 Wilshire Blvd., Suite 300; Beverly Hills, California 90212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 777-8888
Indicate by check mark whether the Registrant: (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. As of August 8, 2003, the
Registrant had the following number of shares of common stock, $0.01 par value
per share, outstanding: 1,506,695.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JB Oxford Holdings, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
June 30, 2003 December 31,
(Unaudited) 2002
------------- -------------
Assets:
Cash and cash equivalents $ 2,889,084 $ 5,579,755
Cash and cash equivalents segregated under federal and other
regulations 153,286,357 146,180,567
Receivable from broker-dealers and clearing organizations 21,675,166 8,349,233
Receivable from customers (net of allowance for doubtful accounts
of $2,736,260 and $2,701,183) 63,808,383 82,418,263
Other receivables 789,509 950,278
Marketable securities owned - at market value 264,478 629,083
Notes receivable from shareholder 2,500,000 2,500,000
Furniture, equipment, and leasehold improvements (at cost - net of
accumulated depreciation and amortization of $5,742,779
and $5,088,794) 2,079,637 2,624,147
Income taxes receivable 1,179,178 3,742,244
Deferred income taxes 982,019 1,862,019
Clearing deposits 7,371,000 4,507,266
Intangible assets (net of accumulated amortization of $2,857,012
and $2,115,771) 4,015,677 4,756,918
Other assets 667,495 484,872
------------- -------------
Total assets $ 261,507,983 $ 264,584,645
============= =============
See accompanying notes.
2
JB Oxford Holdings, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
June 30, 2003 December 31,
(Unaudited) 2002
------------- -------------
Liabilities and shareholders' equity:
Liabilities:
Payable to broker-dealers and clearing organizations 30,515,225 $ 38,813,043
Payable to customers 200,106,325 193,595,006
Securities sold, not yet purchased - at market value 673,935 138,484
Accounts payable and accrued liabilities 8,006,849 7,507,410
Loans from shareholders 5,418,696 5,418,696
Notes payable 2,889,375 2,889,375
------------- -------------
Total liabilities 247,610,405 248,362,014
------------- -------------
Commitments and contingencies
Shareholders' equity:
Common stock ($.01 par value, 100,000,000 shares authorized; 1,589,939
shares issued) 15,899 15,899
Additional paid-in capital 17,496,396 17,496,396
Retained earnings (deficit) (1,943,874) 1,329,564
Treasury stock at cost, 83,244 and 130,494 shares (1,670,843) (2,619,228)
------------- -------------
Total shareholders' equity 13,897,578 16,222,631
------------- -------------
Total liabilities and shareholders' equity $ 261,507,983 $ 264,584,645
============= =============
See accompanying notes.
3
JB Oxford Holdings, Inc. and Subsidiaries
Consolidated Statements Of Operations
(Unaudited)
For The Six Months Ended
June 30,
--------------------------------
2003 2002
------------ ------------
Revenues:
Commissions $ 4,132,050 $ 3,725,463
Interest 2,929,189 4,320,926
Trading profits 1,268,188 741,988
Clearing and execution 1,436,909 1,975,130
Other 269,175 474,347
------------ ------------
Total revenues 10,035,511 11,237,854
------------ ------------
Expenses:
Employee compensation 3,674,633 4,279,693
Clearing and floor brokerage 518,047 410,663
Communications 1,060,573 1,426,573
Occupancy and equipment 2,226,261 2,696,169
Interest 651,592 1,149,557
Data processing charges 1,106,596 973,347
Professional services 1,311,395 1,695,757
Promotional 120,086 1,126,024
Bad debts 35,077 155,705
Other operating expenses 2,908,732 3,150,383
------------ ------------
Total expenses 13,612,992 17,063,871
------------ ------------
Loss before income taxes (3,577,481) (5,826,017)
Income tax benefit (1,109,733) (1,900,000)
------------ ------------
Net loss $ (2,467,748) $ (3,926,017)
============ ============
Basic net loss per share $ (1.64) $ (2.78)
Diluted net loss per share $ (1.64) $ (2.78)
Weighted average number of shares
Basic 1,506,434 1,410,242
Diluted 1,506,434 1,410,242
See accompanying notes.
4
JB Oxford Holdings, Inc. and Subsidiaries
Consolidated Statements Of Operations
(Unaudited)
For The Three Months Ended
June 30,
-----------------------------------
2003 2002
------------ ------------
Revenues:
Commissions 2,119,434 $ 1,699,521
Interest 1,406,877 2,418,353
Trading profits 707,196 389,289
Clearing and execution 647,526 1,156,487
Other 165,153 298,083
------------ ------------
Total revenues 5,046,186 5,961,733
------------ ------------
Expenses:
Employee compensation 1,739,894 2,104,388
Clearing and floor brokerage 259,497 225,036
Communications 517,317 644,449
Occupancy and equipment 1,082,950 1,538,701
Interest 318,097 613,039
Data processing charges 574,197 504,202
Professional services 720,328 973,026
Promotional 54,022 712,410
Bad debts 19,499 91,373
Other operating expenses 2,336,206 3,763,250
------------ ------------
Total expenses 7,622,007 11,169,874
------------ ------------
Loss before income taxes (2,575,821) (5,208,141)
Income tax benefit (789,344) (1,690,000)
------------ ------------
Net loss $ (1,786,477) $ (3,518,141)
============ ============
Basic net income (loss) per share $ (1.19) $ (2.47)
Diluted net income (loss) per share $ (1.19) $ (2.47)
Weighted average number of shares
Basic 1,506,695 1,424,184
Diluted 1,506,695 1,424,184
See accompanying notes.
5
JB Oxford Holdings, Inc. and Subsidiaries
Consolidated Statements Of Cash Flows
(Unaudited)
For The Six Months Ended
June 30,
--------------------------------
2003 2002
------------ ------------
Cash flows from operating activities:
Net loss $ (2,467,748) $ (3,926,017)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization 1,395,226 1,351,553
Deferred rent --
Provision for bad debts 35,077 155,705
Deferred income tax provision (benefit) 880,000 --
Changes in assets and liabilities:
Cash segregated under federal and other regulations (7,105,790) (68,312,936)
Receivable from broker-dealers and clearing organizations (13,325,933) 38,835,498
Receivable from customers 18,574,803 14,715,505
Other receivables 160,769 666,627
Securities owned 364,605 417,764
Clearing deposits (2,863,734) (158,125)
Other assets (182,623) 17,766
Payable to broker-dealers and clearing organizations (8,297,818) 8,846,319
Payable to customers 6,511,319 8,108,334
Securities sold, not yet purchased 535,451 (789,544)
Accounts payable and accrued liabilities 642,134 649,715
Income taxes receivable 2,563,066 (1,965,368)
------------ ------------
Net cash used in operating activities (2,581,196) (1,387,204)
------------ ------------
Cash flows from investing activities:
Capital expenditures (109,475) (180,398)
Acquisitions of customer accounts -- (1,312,019)
------------ ------------
Net cash used in investing activities (109,475) (1,492,417)
------------ ------------
Cash flows from financing activities:
Repayments of notes payable -- (420,000)
------------ ------------
Net cash used in financing activities -- (420,000)
------------ ------------
Net decrease in cash and cash equivalents (2,690,671) (3,299,621)
Cash and cash equivalents at beginning of the period 5,579,755 6,694,332
------------ ------------
Cash and cash equivalents at end of the period $ 2,889,084 $ 3,394,711
============ ============
See accompanying notes.
6
JB Oxford Holdings, Inc. and Subsidiaries
Notes To Consolidated Financial Statements
(Unaudited)
Note 1. Company's Quarterly Report Under Form 10-Q
In the opinion of Management, the accompanying unaudited financial
statements contain all adjustments (all of which are normal and recurring in
nature) necessary to present fairly the financial statements of JB Oxford
Holdings, Inc. and subsidiaries ("the Company") for the periods presented. JB
Oxford & Company ("JBOC"), a registered securities broker-dealer, is the
Company's most significant operating subsidiary. The accompanying financial
information should be read in conjunction with the Company's 2002 Annual Report
on Securities and Exchange Commission ("SEC") Form 10-K filed with the SEC on
April 15, 2003. Footnote disclosures that substantially duplicate those in the
Company's Annual Report on Form 10-K, including significant accounting policies,
have been omitted.
Note 2. Earnings per Share
The following table reconciles the numerators and denominators of the basic
and diluted earnings per share computation:
For The Six Months Ended For The Three Months Ended
June 30, June 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Basic earnings per share:
Net loss $ (2,467,748) $ (3,926,017) $ (1,786,477) $ (3,518,141)
------------ ------------ ------------ ------------
Loss available to common stockholders $ (2,467,748) $ (3,926,017) $ (1,786,477) $ (3,518,141)
(numerator)
============ ============ ============ ============
Weighted average common shares outstanding 1,506,434 1,410,242 1,506,695 1,424,184
(denominator)
============ ============ ============ ============
Basic earnings per share $ (1.64) $ (2.78) $ (1.19) $ (2.47)
============ ============ ============ ============
Diluted earnings per share:
Net Loss $ (2,467,748) $ (3,926,017) $ (1,786,477) $ (3,518,141)
Interest on convertible debentures, net of
income tax -- -- -- --
------------ ------------ ------------ ------------
Loss available to common stockholders plus $ (2,467,748) $ (3,926,017) $ (1,786,477) $ (3,518,141)
assumed conversions (numerator)
============ ============ ============ ============
Weighted average common shares outstanding 1,506,434 1,410,242 1,506,695 1,424,184
Weighted average options outstanding -- -- -- --
Weighted average convertible debentures -- -- -- --
Stock acquired with proceeds -- -- -- --
------------ ------------ ------------ ------------
Weighted average common shares and assumed 1,506,434 1,410,242 1,506,695 1,424,184
conversions outstanding (denominator)
============ ============ ============ ============
Diluted earnings per share $ (1.64) $ (2.78) $ (1.19) $ (2.47)
============ ============ ============ ============
7
The assumed conversions have been excluded in computing the diluted
earnings per share when there is a net loss for the period. They have been
excluded because their inclusion would reduce the loss per share or be
anti-dilutive. If the assumed conversions would have been used, the fully
diluted shares outstanding for the six months ended June 30, 2003 and 2002 would
be 1,709,643 and 2,193,811, respectively.
The options carry exercise prices ranging from $2.20 to $91.25 at June 30,
2003 and 2002. Options to purchase 254,725 shares of common stock at June 30,
2003 expire at various dates through October 4, 2012.
Note 3. Stock Options
SFAS No.123, "Accounting for Stock-Based Compensation," requires the Company to
provide pro forma information regarding net income and earnings per share in
accordance with the compensation based method prescribed in SFAS No. 123. SFAS
No 148 Accounting for Stock-Based Compensation - Transition and Disclosure"
requires the Company to provide information required by SFAS 123 on a quarterly
basis. No options were issued during the six months ended June 30, 2003 and
2002, therefore there is no proforma net income or earnings per share to reports
for those respective periods.
A summary of the status of the Company's stock options as of June 30, 2003 and
2002, and changes during the periods ending on those dates is presented below:
June 30, 2003 June 30, 2002
Weighted Weighted
Shares average Shares average
-------- -------- -------- --------
Outstanding at 257,200 $ 15.72 383,120 $ 26.88
beginning of period
Granted -- -- -- --
Exercised -- -- -- --
Forfeited (375) 32.37 (7,325) 15.53
-------- --------
Outstanding at end of
period 256,825 15.66 375,795 26.96
======== ========
Options exercisable 255,725 15.88 318,441 $ 27.60
at quarter-end
Weighted-average fair
value of options
granted during the
period $ -- $ --
Note 4. Regulatory Requirements
JBOC is subject to Rule 15c3-1 of the Securities Exchange Act of 1934, as
amended, which requires the maintenance of minimum net capital. JBOC has elected
to use the alternative method permitted by the rule, which requires it to
maintain minimum net capital, as
8
defined, equal to the greater of $250,000 or two percent of aggregate debit
balances arising from customer transactions, as defined. The rule also provides,
among other things, for a restriction on the payment of cash dividends, payments
on subordinated borrowings or the repurchase of capital stock if the resulting
excess net capital would fall below five percent of aggregate debits.
At June 30, 2003, JBOC had net capital of $9,655,287, which was 12.5% of
aggregate debit items and $8,109,371 in excess of the minimum amount required.
At December 31, 2002, JBOC had net capital of $9,452,719, which was 10.5% of
aggregate debit items and $7,656,245 in excess of the minimum amount required.
Note 5. Contingent Liabilities
The Company and its subsidiaries are a party to a number of pending legal
or administrative proceedings incidental to the Company's business, including
customer brokerage transactions claims as well as matters related to the
Company's clearing services. All of the legal, arbitration and administrative
proceedings have arisen in the ordinary conduct of its business. Those that may
have a significant impact on the Company have been reported in previous filings.
There has been no significant change in legal and administrative proceedings
reports in the Company's Form 10-K at December 31, 2002, except as follows:
In February 2003, the Los Angeles office of the United States Attorney's
Office (the "USAO") agreed to extend the due date on the $500,000 payment then
due under the Settlement Agreement. The Company made a partial payment of
$50,000 on March 31, 2003, and the USAO has extended the time for any further
payment until June 2, 2003. The Company is currently in negotiations for a
further extension of the $450,000 balance of this payment. The final payment of
$500,000 remains due on February 14, 2004. The Company originally accrued
payments to the USAO and SEC totaling approximately $3,000,000. Because the SEC
investigation closed without action or monetary assessment and due to the
payments made to date, the amount accrued has been reduced to $950,000.
Note 6. Supplemental Disclosures of Cash Flow Information
For The Six Months Ended June 30,
---------------------------------
2003 2002
---------- ----------
Supplemental Disclosures of Cash Flow Information Cash paid
during the quarter for:
Interest $ 573,185 $ 984,140
Income taxes 75,974 58,308
Supplemental disclosure of non-cash investing and financing activities:
Treasury stock bonus issued to employees in the amount of $948,385 for
2003.
Common stock issued and future payable incurred for acquisition of customer
accounts in the amount of $911,000 for 2002.
Note 7. Liquidity
We finance our operations through the use of funds generated from the business
of its subsidiaries, mainly JBOC. JBOC holds the majority of our corporate
assets consisting of cash or assets readily convertible to cash. Our statement
of financial condition reflects this largely liquid financial
9
position. Receivables with other brokers and dealers primarily represent current
open transactions that typically settle within a few days, or stock
borrow-and-loan transactions where the contracts are adjusted to market values
daily. Additionally, JBOC is subject to the requirements of the National
Association of Securities Dealers, Inc.("NASD") and the SEC relating to
liquidity, net capital standards and the use of customer cash and securities.
See Note 4, "Regulatory Requirements," to the financial statements for
regulatory requirements of the Company.
One measurement of our liquidity is JBOC's excess net capital. (See Note 4.
Regulatory Requirements.) During the most recent four fiscal quarters, JBOC's
excess net capital has declined an average of approximately $750,000 per
quarter. If this trend continues, our liquidity could further decrease and we
will need to raise additional capital. Capital is raised through the issuance of
equity securities, or securities which are convertible into equity securities.
This would cause existing shareholders to experience additional dilution in
ownership percentages or book value. Additionally, such securities may have
rights, preferences and privileges senior to those of the holders of our common
stock. If such funds are needed, there can be no assurance that additional
financing will be available or whether it will be available on terms
satisfactory to us.
Notwithstanding this downward trend in excess net capital, we currently expect
that our cash resources and available bank and stock loan credit facilities will
be sufficient to fund our expected working capital and capital expenditure
requirements for the foreseeable future. However, if future positive cash flow
is not realized, or expenses increase due to adverse results in legal or
arbitration proceedings, we are unable to obtain an extension of time for
repayment of the notes payable to Third Capital Partners LLC due December
31,2003, or for other unanticipated reasons, we will need to raise additional
funds in order to continue our business, respond to competitive pressures,
develop additional products and services, or take advantage of strategic
opportunities.
Note 8. Recent Accounting Pronouncements
In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, (FIN 45) to clarify
accounting and disclosure requirements relating to a guarantor's issuance of
certain types of guarantees." FIN 45 requires entities to disclose additional
information about certain guarantees, or groups of similar guarantees, even if
the likelihood of the guarantor's having to make any payments under the
guarantee is remote. The disclosure provisions are effective for financial
statements for fiscal years ended after December 15, 2002. For certain
guarantees, the interpretation also requires that guarantors recognize a
liability equal to the fair value of the guarantee upon its issuance. This
initial recognition and measurement provision is to be applied only on a
prospective basis to guarantees issued or modified after December 31, 2002. The
adoption of FIN 45 did not have a significant impact on our financial position
or results of operations.
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
Compensation -Transition and Disclosure-an amendment of FASB No.123." This
Statement amends SFAS No.123 "Accounting for Stock-Based Compensation" (SFAS No.
123) to provide alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation. In
addition, the Statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the
10
method of accounting for stock-based compensation and the effect of the method
used on reported results. This Statement is effective for fiscal years beginning
after December 15, 2002. We plan to continue to account for stock-based employee
compensation under APB 25 to provide disclosure of the impact of the fair value
based method on reported income. Employee stock options have characteristics
that are significantly different from those of traded options, including vesting
provisions and trading limitations that impact their liquidity. Therefore, the
existing option pricing models, such as Black-Scholes, do not necessarily
provide a reliable measure of the fair value of employee stock options. Refer to
Note 13 of the Notes to Consolidated Financial Statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the consolidation be business enterprises of variable
interest entities as defined in the interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created or
obtained after January 31, 2003. The Interpretation requires certain disclosures
in the financial statements issued after January 31, 2003 if it is reasonably
possible that we will consolidate or disclose information about variable
interest entities when the Interpretation becomes effective. We do not have
variable interests in variable interest entities.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Business Overview
Through our wholly-owned subsidiaries, we are engaged in the business of
providing brokerage and related financial services to retail customers and
broker-dealers nationwide. We are a fully integrated brokerage firm, providing
retail brokerage services, clearing services and market making services to our
customers. Our business is headquartered in Los Angeles and we have additional
branches in New York and Minneapolis.
Our primary subsidiary is National Clearing Corp, dba as JB Oxford & Company
("JB Oxford"). JB Oxford is a registered broker-dealer providing discount and
electronic brokerage services to the investing public; clearing and execution
services to independent broker-dealers ("correspondents") on a fully-disclosed
basis; and acts as a market maker in stocks traded on NASDAQ National Market
System and other national exchanges. For 2002, our annual consolidated revenues
were $22,387,879, which consisted primarily of commission and interest income
from our discount and electronic brokerage division.
Recent Developments
Our main operating subsidiary, JB Oxford recently received permission from the
NASD to transfer its name and retail accounts to another of our wholly owned
subsidiaries, Stocks 4 Less, Inc. Stocks 4 Less will be renamed JB Oxford &
Company and will become an introducing retail broker. The existing JB Oxford &
Company has been renamed National Clearing Corp. and will continue to provide
clearing and execution services and market making activities, but will no longer
maintain retail accounts. National Clearing Corp will continue to use the JB
Oxford name until the split is effectuated. We believe that separating the
retail discount and electronic brokerage services from the clearing and
execution services will better position us to provide
11
clearing services to other retail brokerage firms that may compete with JB
Oxford's retail brokerage services. The transfer of business is planned for
October 1, 2003.
Discount Brokerage Services
We provide a full line of brokerage services and products to customers,
including the ability to buy and sell securities, security options, mutual
funds, fixed income products, annuities and other investment securities. We
continue to upgrade and improve our brokerage technologies in order to provide
our customers with the resources necessary to conveniently and economically
execute securities transactions and access related financial information. In
addition to our trading capabilities, Internet sites (www.jboxford.com and
www.mrstock.com) provide market quotes, charts, company research, and customer
account information, such as cash balances, portfolio balances and similar
information.
The discount brokerage division has suffered substantially with the downturn in
the brokerage industry over the past three years. We believe that the Company
can recover from the volume declines in this business line, through our ability
to provide high quality, flexible, and customer-sensitive responses and
services. We continually upgrade our computer systems and services within each
of our divisions to utilize and take advantage of the most recent technological
developments.
Clearing and Execution Services
We provide clearing and execution services to independent broker-dealers. The
clearing business offers a high return on capital, and we believe that by
careful selection and monitoring of our correspondents, this business division
will make a positive contribution to our overall brokerage operations.
Market Making Activities
In order to facilitate the execution of security transactions for our own
customers and the customers of our correspondents, We act as a market maker for
approximately 200 public corporations whose stocks are traded on the NASDAQ
National Market System, NYSE or other national exchanges. The number of
companies in which we act as a market maker fluctuates depending upon various
factors, including trading volume and the number of employees in a trading
capacity. Our market making activities concentrate on the execution of
unsolicited transactions for customers and are required to be in compliance with
the rules of the NASD regarding best execution.
Results of Operations
Six Months Ended June 30, 2003 Compared with Six Months Ended June 30, 2002
Revenues
Our total revenues were $10,035,511 in the first half 2003, a decrease of 11%
from $11,237,854 in the first half of 2002. The primary reason for the decrease
was a decline in interest revenue of 32% to $1,391,737 in the current period
from $4,320,926 in the first half of 2002. Additionally, clearing
12
and execution revenues decreased 27% to $1,436,909 in the first half of 2003
from $1,975,130 in the first half of 2002. Commission revenues increased 11% to
$4,132,050 in the first half of 2003 from $3,725,463 in the first half of 2002.
Trading profits increased 71% to $1,268,188 in the first half of 2003 from
$741,988 in the first half of 2002.
Commission revenue increased $406,587 or 11% to $4,132,050 in the first half
2003 compared to $3,725,463 in the first half of 2002. Trading volumes and
commission revenue rebounded during the second quarter of 2003. The number of
trades executed for customers is up approximately 25% from the first half of
2003 compared to the first half of 2002. For 2003, we anticipate commission
revenue will continue to track the overall trading volumes within the industry.
We are continuing to look for opportunities to grow our business through
acquisitions of accounts from compatible discount and on-line brokerage
operations of other firms. Although we have completed acquisitions in the past
year, there can be no assurance that we will complete any additional
acquisitions, or if completed, that they will be successful.
Interest revenues decreased $1,391,737 or 32% to $2,929,189 in the first half
2003 compared to $4,320,926 in the first half of 2002. Net interest income
decreased 28% from $3,171,369 in the first half 2002 to $2,277,597 in the first
half 2003. The changes in interest revenues are consistent with usual
fluctuation of debit balances in brokerage margin accounts as well as changes in
broker-call rates on which the interest charged to customers is calculated.
Interest rates were down 0.25% during the second quarter of 2003. This change
and declining margin balances have been the most significant factor for the
decrease.
Trading profits increased 71% to $1,268,188 in the first half of 2003 from
$741,988 in the first half of 2002. The increase in trading profits resulted
from our utilization of outside sources of order flow during 2003. We have also
taken positions in certain securities we believe will be profitable. These
positions proved to be profitable during the second quarter 2003 but there can
be no assurance that our positions will continue to be profitable. Volumes in
the inventory accounts have decreased slightly, however this has resulted from
our combining certain transactions for accounting purposes to reduce transaction
costs. Management anticipates trading profits will continue to track the volumes
of the discount and on-line brokerage operations for 2003, however, management
is continuing to explore new sources of order flow. We will also look at
opportunities to earn profits by taking proprietary positions.
Clearing and execution revenues decreased $538,221 or 27% to $1,436,909 in the
first half 2003 compared to $1,975,130 in the first half of 2002. The decrease
represents the decrease in correspondent trades cleared by us resulting from
declining volumes over the past three years and a decline in the number of
correspondent. We are in the process of developing technology to provide
correspondent customers with a turnkey front-end trade system. This will help
attract additional correspondents. We will continue to search for opportunities
to attract new correspondent broker business.
Expenses
Expenses totaled $13,612,992 for the first half of 2003, a decrease of 20% from
$17,063,871 in the first half of 2002. Included in the expense of 2003 is a
$1,500,000 accrual for the abandonment of leased property in Oakland, California
related to the acquisition of the Mr. Stock accounts. Included
13
in the 2002 expenses is the reversal of an accrual of $960,000 for an
anticipated payment to the Securities and Exchange Commission. This reduced the
total expenses for 2002. Also included in 2002 is a settlement expense of
$3,000,000. To exclude these one time items from the analysis would indicate
that expenses decreased $2,660,879 or 18% during the first half of 2003 compared
to the first half of 2002. The decreases in certain expense items reflect the
impact of cost containment measures taken by management during the past several
years. Many of our expenses, including clearing expense, interest expense, and
data processing charges are directly related to commission revenues, interest
revenues and trading revenues.
Employee compensation decreased by 14% in the first half of 2003 to $3,674,633
from $4,279,693 in the first half of 2002. Reductions in the company's workforce
resulted in the reduced salary costs. Interest expense decreased 43% to $651,592
in the first half of 2003 from $1,149,557 in the first half of 2002. This
decrease is the result of declining customer credit balances and interest rate
decreases.
Promotional expenses decreased $1,005,938 or 89% to $120,086 in the first half
of 2003 from $1,126,024 in the first half of 2002. These costs have decreased as
management has focused on more efficient means of advertising. During the first
half of 2002 we ran a print campaign, which was subsequently discontinued.
Management will continue to look at advertising as a means of name branding
while also looking to increase customer accounts through acquisitions.
Other expense decreased by $241,651 during the first half of 2003 compared to
the first half of 2002. The most significant reason for the change is due to the
reversal of the amount accrued for an anticipated payment to the Securities and
Exchange Commission of $960,000, which occurred in the first quarter of 2002,
and the settlement expense of $3,000,000 recorded in the second quarter of 2002.
This reduction has, in part, been offset by a one-time charge for the
abandonment of leased property in Oakland, California related to the acquisition
of the Mr. Stock accounts. This one time charge is $1,500,000. Additionally,
amortization expense of intangible assets increased $270,553 to $741,241 during
the first half of 2003 from $470,688 for the first half of 2002.
Quarter Ended June 30, 2003 Compared with Quarter Ended June 30, 2002
We recorded a net loss of $1,786,477 for the quarter ended June 30, 2003. This
compares with a net loss of $3,518,141 for the quarter ended June 30, 2002.
Total revenues for the second quarter of 2003 were $5,046,186, a decrease of
$915,547 or 15% from the comparable quarter of 2002 and an increase of $56,861
or 1% from the first quarter of 2003. Commission revenue increased $419,913 or
25% during the second quarter of 2003 compared with the second quarter of 2002
and $106,818 or 5% from the first quarter of 2003, as trade volumes increased in
the second quarter of 2003
Clearing revenue decreased $508,961 or 44% during the second quarter of 2003
compared with the second quarter of 2002, and $141,857 or 18% compared with the
first quarter of 2003.
Interest revenue decreased $1,011,476 or 42% to $1,406,877 from $2,418,353 for
the second quarter of 2003 compared with the second quarter of 2002. Interest
revenue decreased $115,435 or 8% from the first quarter of 2003. Net interest
income decreased $716,534 or 40% to $1,088,780 in the
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second quarter of 2003 from $1,805,314 in the second quarter of 2002. Net
interest income decreased $100,037 or 8% from the first quarter of 2003.
Total expenses for the second quarter of 2003 were $7,622,007, a decrease of
$3,547,867 or 32% from the comparable quarter of 2002, and an increase of
$1,631,022 or 27% from the first quarter of 2003. Interest expense decreased
$294,942 or 48% during the second quarter of 2003 compared with the second
quarter of 2002 and $15,398 or 5% compared with the first quarter of 2003.
Interest costs decreased due to declining customer credit balances and lower
interest rates.
Employee compensation decreased $364,494 or 17% to $1,739,894 in the second
quarter of 2003 from $2,104,388 during the second quarter of 2002, and $194,845
or 10% from the first quarter of 2003. Reductions in the company's workforce
resulted in the reduced salary costs. Promotional costs decreased $658,388 or
92% in the second quarter of 2003 compared with the second quarter of 2002, and
increased $3,921 or 25% from the first quarter of 2003.
Other expenses decreased $1,427,044 or 38% in the second quarter of 2003
compared with the second quarter of 2002, and increased $1,763,680 or 308% from
the first quarter of 2003. The decrease from the second quarter of 2002 is
related to an arbitration award of $3,000,000 that had been accrued during the
second quarter of 2002. The increase over the first quarter of 2003 is the
result of a one-time charge for the abandonment of leased property in Oakland,
California, related to the acquisition of the Mr. Stock accounts in the amount
of $1,500,000.
Management continues to examine ways to cut costs and improve efficiencies but
there can be no assurance that we will be able to do so.
Liquidity and Capital Resources
We finance our operations through the use of funds generated from the business
of our subsidiaries, mainly JBOC. JBOC holds the majority of our corporate
assets consisting of cash or assets readily convertible to cash. Our statement
of financial condition reflects this largely liquid financial position.
Receivables with other brokers and dealers primarily represent current open
transactions that typically settle within a few days, or stock borrow-and-loan
transactions where the contracts are adjusted to market values daily.
Additionally, JBOC is subject to the requirements of the NASD and the SEC
relating to liquidity, net capital standards and the use of customer cash and
securities. See Note 4, "Regulatory Requirements," to the financial statements
for additional information regarding regulatory requirements.
One measurement of our liquidity is JBOC's excess net capital. (See Note 4.
Regulatory Requirements.) During the most recent four fiscal quarters, JBOC's
excess net capital has declined an average of approximately $750,000 per
quarter. The greatest decrease occurred during the second quarter of 2002, due
primarily to the arbitration award rendered against JBOC, resulting in a
$3,000,000 reduction in excess net capital. If this downward trend in excess net
capital continues, our liquidity could further decrease and we will need to
raise additional capital.
If we are able to raise capital through the issuance of equity securities, or
securities which are convertible into equity securities our existing
shareholders may experience additional dilution in ownership percentages or book
value. Additionally, such securities may have rights, preferences and privileges
senior to those of the holders of our common stock. If such funds are needed,
there can be no
15
assurance that additional financing will be available or whether it will be
available on terms satisfactory to us.
Notwithstanding the downward trend in excess net capital, we currently
anticipate that our cash resources and available bank and stock loan credit
facilities will be sufficient to fund our expected working capital and capital
expenditure requirements for the foreseeable future. However, if future positive
cash flow is not realized, or expenses increase due to adverse results in legal
or arbitration proceedings we are unable to obtain an extension of time for
repayment of the notes payable to Third Capital Partners LLC due December 31,
2003 or for other unanticipated reasons, we will need to raise additional funds
in order to continue our business, respond to competitive pressures, develop
additional products and services, or take advantage of strategic opportunities.
We owe Third Capital Partners $5,418,696 on the secured convertible notes. The
notes bear interest at 9% and are convertible into our common stock at $2.67 per
share. Interest payments are made monthly and the notes mature on December 31,
2003.
Liquidity at June 30, 2003
Our cash position decreased during the first half of 2003 by $2,690,671 to
$2,889,084. This compares with a net decrease in cash and cash equivalents of
$3,299,621 in the first half of 2002. The fluctuation in our cash position is
impacted by the settlement cycles of the business, which relate directly to the
cash provided from or used in operations.
Cash Flows Used In Operating Activities
Net cash used in operating activities was $2,581,196 for the first half of 2003,
compared to cash of $1,387,204 used in operations during the first half of 2002.
Our net cash provided by or used in operating activities is impacted by changes
in the brokerage-related assets and liabilities of JBOC.
During the first half of 2003, the most significant source of cash was the
decrease in receivables from customers of $18,574,803. Additionally, payables to
customers increased to provide cash of $6,511,319. These sources of cash was
used by the increase in cash segregated under federal and other regulations
which increased $7,105,790 and an increase in receivable from broker-dealer and
clearing organizations of $13,325,933.
Cash Flows Used In Investing Activities
The net cash used in investing activities during the first half of 2003 was
$109,475 compared with $1,492,417 during the same period of 2002. Cash used in
the first half of 2003 consisted of $109,475 used for capital expenditures, as
compared to $180,398 used for capital expenditures in the first half of 2002. We
used additional cash of $1,312,019 to acquire the right to service certain
customer accounts during the first half of 2002. We presently have no plans to
open additional offices and no significant commitments for capital expenditures,
therefore, our requirement for capital resources is not material to the business
as a whole. We continue to look for opportunities to grow our business through
acquisition and if acquisitions are made, we may expend resources on an
investment in such an acquisition.
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Cash Flows Used In Financing Activities
We had no cash transactions for financing activities in the first half of 2003,
compared to $420,000 cash used by financing activities in the first half of
2002. The cash used in 2002 was for the repayment of notes payable.
Recent Accounting Pronouncements
In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, (FIN 45) to clarify
accounting and disclosure requirements relating to a guarantor's issuance of
certain types of guarantees." FIN 45 requires entities to disclose additional
information about certain guarantees, or groups of similar guarantees, even if
the likelihood of the guarantor's having to make any payments under the
guarantee is remote. The disclosure provisions are effective for financial
statements for fiscal years ended after December 15, 2002. For certain
guarantees, the interpretation also requires that guarantors recognize a
liability equal to the fair value of the guarantee upon its issuance. This
initial recognition and measurement provision is to be applied only on a
prospective basis to guarantees issued or modified after December 31, 2002. The
adoption of FIN 45 did not have a significant impact on our financial position
or results of operations.
In December 2002, the FASB issued SFAS No. 148 "Accounting for Stock Based
Compensation -Transition and Disclosure-an amendment of FASB No.123." This
Statement amends SFAS No.123 "Accounting for Stock-Based Compensation" (SFAS No.
123) to provide alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation. In
addition, the Statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based compensation and the effect of
the method used on reported results. This Statement is effective for fiscal
years beginning after December 15, 2002. We plan to continue to account for
stock-based employee compensation under APB 25 to provide disclosure of the
impact of the fair value based method on reported income. Employee stock options
have characteristics that are significantly different from those of traded
options, including vesting provisions and trading limitations that impact their
liquidity. Therefore, the existing option pricing models, such as Black-Scholes,
do not necessarily provide a reliable measure of the fair value of employee
stock options. Refer to Note 13 of the Notes to Consolidated Financial
Statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51." This
Interpretation addresses the consolidation be business enterprises of variable
interest entities as defined in the interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created or
obtained after January 31, 2003. The Interpretation requires certain disclosures
in the financial statements issued after January 31, 2003 if it is reasonably
possible that we will consolidate or disclose information about variable
interest entities when the Interpretation becomes effective. We do not have
variable interests in variable interest entities.
Special Note Regarding Forward-Looking Statements
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Certain statements in this Quarterly Report on Form 10-Q, particularly
under Items 2 and 3, as well as certain information provided periodically in
writing or orally by us, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks, uncertainties, and
other factors which may cause our actual results, performance, or achievements
to be materially different from any future results, performance, or
achievements, expressed or implied by such forward-looking statements.
You should carefully consider the risks described below and all other
information contained in this report and in our other filings with the SEC,
including but not limited to information under the heading "Business Overview -
Forward Looking Statements and Risk Factors" in our Form 10-K for the year ended
December 31, 2002. These risks include, among others, the following:
o inability to generate positive cash flows and continuance of, or increased,
negative cash flows;
o the significant demands on our resources as a result of our rapidly
evolving business;
o lack of demand or market acceptance as a result of the market for discount
and electronic brokerage services being at an early stage of development;
o rapid and significant fluctuation in both value and volume of the U.S.
securities markets;
o financial risks from our clearing operations that exceed the simple risk of
loss of business if a correspondent fails;
o delays in the introduction of new services and products;
o increased competition;
o any adverse effect caused by or inability to comply with government and
other regulations;
o inability to meet net capital requirements;
o inability to successfully identify, consummate, fund or integrate future
acquisitions;
o the likelihood of significant dilution to shareholders for shares committed
to be issued related to the Mr. Stock account acquisition;
o inability to successfully integrate recent acquisitions;
o inability to maintain network security and customer privacy;
o continued decline in market activity and trade volume;
o continued poor general economic and market conditions;
o credit risks associated with customer margin accounts;
o any adverse effects resulting from recent downsizing;
o the adverse impact of decimalization;
o significant loss of customers or inability to generate new customers;
o systems failures;
o stock price volatility;
o inability to successfully defend legal, arbitration and administrative
proceedings and any inablility to pay any damages and costs awarded in such
proceedings;
o the impact of any inability to repay our secured convertible notes to Third
Capital Partners, LLC or otherwise obtain an extension of time for
repayment
o the significant dilution to shareholders if the Third Capital Partners
notes are converted into common stock;
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o the impact on our liquidity if our excess net capital continues to
decrease;
o inability to maintain the listing of our common stock on the Nasdaq Small
Cap Market;
o Any sanctions imposed on us by the SEC or NASD as a result of our recent
failure to comply with the reserve account requirements of SEC Rule 15c3-3,
o any inability by us to comply with SEC or NASD rules and regulations in the
future: and
o any inability to borrow funds or obtain financing.
These risks and uncertainties are not the only ones we face, and there may
be additional risks of which we do not presently know or that we currently deem
immaterial. If any of the risks actually occur, these risks could have a
materially adverse effect on our business, financial condition or results of
operations. In that case, the trading price of our stock could decline, and you
may lose all or part of your investment. We undertake no obligation to update or
revise the forward-looking statements or risks and uncertainties to reflect
events or circumstances occurring after the date of this Form 10-Q or to reflect
the occurrence of unanticipated events.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Disclosures
The following discussion about our market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in these forward-looking statements. See Item 2 "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Special Note Regarding Forward-Looking Statements" above. we are exposed to
market risk related to changes in interest rates and equity security price risk.
We do not have derivative financial instruments for speculative or trading
purposes.
Retail broker-dealers with clearing operations, such as ourselves, are exposed
to risks that exceed the simple risk of loss of business due to the loss of
retail customers and/or correspondents. Broker-dealers engaged in clearing
operations for other correspondent broker-dealers are exposed to losses beyond
the loss of business in the event that the correspondent fails. These risks
result where the total assets, securities held in inventory, and cash of the
failed correspondent are insufficient to cover the unpaid customer debits,
together with losses which may be generated in the correspondent's trading
account. We have established procedures to review a correspondent's inventory
and activities in an effort to prevent such losses in the event of a
correspondent's failure. However, there can be no assurance that our procedures
will be effective in avoiding losses.
Areas outside of our control which affect the securities market, such as severe
downturns or declines in market activity, may cause substantial financial
exposure. This is particularly true with regard to the receivables that are
carried in customers' margin accounts. A significant decline in market value may
decrease the value of securities pledged in the margin accounts to a point that
the margin loans would exceed such value. While we are authorized to liquidate
the securities and to utilize the correspondent's account balances to cover any
shortfall, in a worst case scenario, such collateral may not be sufficient to
cover all losses.
Interest Rate Sensitivity and Financial Instruments
For its working capital and reserves that are required to be segregated under
federal or other regulations, the Company invests primarily in U.S. Treasury
securities under agreements to resell.
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These agreements have maturity dates ranging from one to seven days, and do not
present a material interest rate risk.
Equity Price Risk
We act as a market maker for approximately 200 public corporations whose stocks
are traded on the NASDAQ National Market System, NYSE or other national
exchanges. The Company selects companies in which it makes a market based on a
review of the current market activity, and also to facilitate trading activity
of its own and correspondent's clients. Market making may result in a
concentration of securities which may expose us to additional risk; however, we
do not maintain a significant inventory of equity securities.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In order to ensure that the information required to be disclosed in this report
is recorded, processed, summarized and reported on a timely basis, we have
adopted internal controls and procedures. We conducted an evaluation (the
"Evaluation"), under the supervision and with the participation of our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures ("Disclosure Controls") as of June 30, 2003. Based on the Evaluation,
our CEO and CFO concluded that our Disclosure Controls are effective as of the
end of the period covered by this report.
Changes in Internal Control
We have also evaluated our internal control over financial reporting, and there
have been no changes in our internal control over financial reporting or during
the quarter ended June 30, 2003 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
CEO and CFO Certifications
In Exhibits 31.1 and 31.2 of this report there are Certifications of the CEO and
the CFO. The Certifications are required in accordance with the Securities
Exchange Act 1934 and Section 302 of the Sarbanes-Oxley Act of 2002 (the Section
302 Certifications). This Item of this report, which you are currently reading
is the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We and our subsidiaries are a party to a number of pending legal, arbitration or
administrative proceedings, including suits involving various customers that
allege damages arising as a result of brokerage transaction claims as well as
matter related to our clearing services. All of the legal, arbitration and
administrative proceedings have arisen in the ordinary conduct of our business.
Those that may have a significant impact on us have been reported in previous
filings and the following is a description of any material developments or
changes in such legal proceedings.
In May 2002, we amended our agreement with the Los Angeles office of the United
States Attorney's Office (the "USAO") extending the payment schedule for the
balance owing under the settlement agreement entered into by us in 2001 to
settle certain charges brought against it related alleged conduct which occurred
in or about 1997 or earlier. Information regarding the charges and settlement
have been previously reported in our Form 10-Q for the quarter ended March 31,
2002 and our Form 10-K for the year ended December 31, 2002. In February 2003,
the Los Angeles office of the USAO agreed to extend the due date on the $500,000
payment then due under the Settlement Agreement. We made a partial payment of
$50,000 on March 31, 2003, and the USAO has extended the time for any further
payment until June 2, 2003. The Company is currently in negotiations for a
further extension of the $450,000 balance of this payment. The final payment of
$500,000 remains due on February 14, 2004. We originally accrued payments to the
USAO and SEC totaling approximately $3,000,000. Because the SEC investigation
closed without action or monetary assessment and due to the payments made to
date, the amount accrued has been reduced to $950,000.
Item 2. Changes in Securities and Use of Proceeds
We owe Third Capital Partners $5,418,696 on the secured convertible notes. The
notes bear interest at 9% and are convertible into our common stock at $2.67 per
share. Interest payments are made monthly and the notes mature on December 31,
2003 .Certain subsidiary companies, as part of their normal broker-dealer
activities, have minimum capital requirements imposed by regulatory agencies.
See Note 4, "Regulatory Requirements," to the financial statements. These
requirements may restrict the payment of dividends.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Christopher L. Jarratt, Chief Executive Officer,
pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
31.2 Certification of Michael J. Chiodo, Chief Financial Officer, pursuant
to Rule 13a-14 of the Securities Exchange Act of 1934.
32.1 Certification of Christopher L. Jarratt, Chief Executive Officer,
pursuant to Section 906 of Sarbanes-Oxley Act of 2002, filed herewith.
32.2 Certification of Michael J. Chiodo, Chief Financial Officer, pursuant
to Section 906 of Sarbanes-Oxley Act of 2002, filed herewith.
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(b) Reports on Form 8-K.
During the second quarter, we filed a Report on Form 8-K, dated April 4,
2003. reporting our issuance of a press release relating to our fourth quarter
and year-end results for 2002.
22
Pursuant to the requirements of the Securities Exchange Act of 1934, JB
Oxford Holdings, Inc. has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
JB Oxford Holdings, Inc.
/s/ Michael J. Chiodo
Michael J. Chiodo
Chief Financial Officer
August 12, 2003
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