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March 18, 2005
Mail Stop 0408
By U.S. Mail and facsimile to (407) 740-0808
Mr. Sean O`Connor
Chief Executive Officer
International Assets Holding Corp.
220 East Central Parkway, Suite 2060
Altamonte, FL 32701
Re: International Assets Holding Corp.
Form 10-KSB for the year ended September 30, 2004
Form 10-QSB for the period ended December 31, 2004
Form 8-K as amended on July 9, 2004
File No. 0-23554
Dear Mr. O`Connor:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
document
in response to these comments. Also, we may ask you to address
certain comments in your future filings and provide us drafts of
your
intended revisions. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for the Year Ended September 30, 2004:
Risks Affecting the Company`s Business
Dependence on a Limited Group of Customers - page 12
1. Please revise to quantifiably illustrate how a significant
portion
of your revenues earned are concentrated in a small number of
customers. In addition, quantify any concentrations in credit or
counterparty risk arising from financial instruments.
Item 3 - Legal Proceedings - page 13
2. Please revise to discuss the potential for legal proceedings
that
may arise in the normal course of business, and disclose your
opinion
as to whether you expect the outcome of such matters to have a
material impact on your financial condition, results of operations
or
cash flows.
Fiscal Year 2004 Compared to Fiscal Year 2003 - page 18
3. We note throughout your analysis of your results of operations
that you identify multiple factors that have contributed to
changes
from period to period without quantifying the effect of each
factor
on the changes and discussing related trends on future operations.
For example, you cite numerous factors attributing to the
significant
increase in trading revenue such as improved market conditions,
the
successful development of wholesale client relationships and
expansion in foreign exchange/commodities trading, but you do not
quantify the impact of these factors. Please revise to expand
your
discussion of the factors that contribute to the changes between
all
periods to clearly quantify each of the causes cited. In
addition,
please discuss recent trends in your operating results and whether
you expect these trends to continue. You may find it helpful to
refer
to Release No. 33-8350.
4. In light of the significant difference in the relative
profitability of your reportable segments, please revise to
provide
an expanded discussion of the results of each your operating
segments. Quantify and discuss the components of net operating
income for each segment, and discuss any known trends or
uncertainties that have, or are reasonably likely to have, a
material
impact on your segment operating results. Your current disclosures
appear overly abbreviated.
5. Please revise to describe and quantify the impact of your
acquisition of the foreign exchange business of Global Currencies
Limited on your operating results, liquidity and cash flows.
Certain Critical Accounting Policies - page 23
6. Please provide an expanded discussion your critical accounting
policies. Refer to Section V of Release No. 33-8350 and revise
this
section to address the following for each critical accounting
policy:
* Specifically identify why each policy is considered critical by
management.
* Discuss why you could have selected estimates in the current
period
that would have had a materially different impact on your
financial
presentation.
* Discuss why your accounting estimates bear the risk of change
and
describe the potential impact on your financial statements.
* Discuss how accurate your estimates and assumptions have been in
the past and how much they have changed in the past.
* Include quantitative disclosure of your sensitivity to change
based
on other outcomes that are reasonably likely to occur and that
would
have a material effect on the company.
Off Balance Sheet Arrangements - page 24
7. We note that you are party to certain financial instruments
with
off-balance sheet risk in the normal course of business. Please
revise to discuss your use of derivative financial instruments, if
any, and describe the nature and purpose of these derivatives and
other hedging strategies. Quantify the notional and fair value of
your derivative contracts by type and purpose.
Item 7 - Financial Statements
Consolidated Statements of Changes in Stockholders` Equity - page
F-4
8. Please revise to provide an analysis of the changes during each
period in the accumulated amount of translation adjustments
reported
in stockholders` equity. Refer to paragraph 31 of SFAS 52.
Consolidated Statements of Cash Flows - page F-5
9. Please revise to separately report the effect of foreign
currency
translation on your cash flows for each period presented. Refer
to
paragraph 25 of SFAS 95.
Note 1 - Summary of Accounting Policies
(c) Cash and Cash Equivalents - page F-7
10. Please revise to separately describe the various regulations
or
contractual obligations under which you are required to segregate
or
restrict cash or securities. Quantify the amounts segregated or
restricted under each requirement.
(d) Foreign Currency - page F-8
11. Please revise to quantify the aggregate amount of transaction
gains or losses included in net income for each period presented.
Refer to Paragraph 30 of SFAS 52.
(f) Valuation of Financial Instruments and Investments - page F-8
12. We note your disclosure that your limited partnership
ownership
interest is "recorded at fair value, which has been determined by
management". Please revise to specifically disclose the limited
partnership to which you refer, and clarify whether this
investment
is different from your investment in joint venture. In addition,
expand your disclosure to describe the methodology used by
management
to determine the fair value of this limited partnership interest.
(m) Effects of Recently Issued Accounting Standards - page F-11
13. We note your disclosure on page F-13 that you have "decided
not
to consolidate" a VIE due to its "immaterial impact". FIN 46(R)
requires you to consolidate any VIEs for which you are the primary
beneficiary. Please revise your disclosures to comply with US
GAAP.
In addition, supplementally provide us with your materiality
assessment by line item to support your position that the
consolidation of this entity would not have a material impact on
your
financial statements.
Note 4 - Investment in Asset Management Joint Venture - page F-15
14. We note your disclosure that INTL Consilium is not a VIE.
Supplementally provide us with your analysis that addresses each
of
the conditions in paragraph 5 of FIN 46(R) to support your
position.
Note 3 - Issuance of Convertible Subordinated Notes, Conversion of
Subordinated Notes in Common Shares and Related Debt Issuance
Costs -
page F-14
15. Supplementally tell us how you accounted for the beneficial
conversion feature embedded in your subordinated notes at the date
of
issuance. Refer to SOP 98-5 and paragraphs 12-16 of SFAS 133.
Note 5 - Investment in INTL Consilium Sponsored Fund - page F-16
16. Please revise to clearly explain how you account for your
investment in this hedge fund. For example, clarify how gains and
losses resulting from changes in the fair value of this investment
are recorded in your financial statements. Supplementally cite
the
authoritative guidance upon which you relied.
Note 6 - Acquisition of the Foreign Exchange Business of Global
Currencies Limited
17. Please revise to include all of the required disclosures set
forth in paragraphs 51-57 of SFAS 141 as they relate to your
acquisition of INTL Holdings (U.K.) Limited.
Note 7 - Goodwill - page F-17
18. We note that you recorded the entire amount of excess purchase
price as goodwill. Supplementally tell us how you considered
other
potential intangible assets in your purchase price allocation.
19. Please revise to provide the disclosures required by
paragraphs
44-47 of SFAS 142 with respect to your goodwill and intangible
assets, if any.
Note 18 - Financial Instruments with Off-Balance Sheet Risk - page
F-
24
20. Please revise to clearly disclose the extent to which you are
a
party to derivative financial instruments or other hedging
strategies. Please provide all of the disclosures required by
SFAS
133 and SFAS 149 with respect to such derivative instruments.
Note 27 - Segment Analysis - page F-34
21. Please revise to address the following regarding your segment
disclosures:
* Please revise to clarify that "net contribution" is used by the
chief operating decision maker for purposes of making decisions
about
allocating resources to each segment and assessing their
performance.
In addition, clearly explain how it is calculated - for example,
describe the components of "variable trader bonus compensation".
* Revise to separately present each of the line items described in
paragraph 27 of SFAS 131 if they are included in the measure of
profit and loss reviewed by the chief operating decision maker or
if
they are regularly reported to the chief operating decision maker.
Otherwise, explain why they are not provided.
* Please revise to provide information about geographic
information
as required by paragraph 38 of SFAS 131.
Form 10-Q for the Period Ended December 31, 2004:
Item 1 - Financial Statements
Note 14 - Trust Certificates and Total Return Swap
22. Please provide the following with respect to your trust
certificates and total return swap:
* Revise to clearly explain the business purpose of entering into
this series of financial transactions. Disclose the impact of
these
transactions on your cash flows and income taxes.
* Revise to clearly describe the terms of the Total Return Swap
and
provide the disclosures required by paragraph 44 of SFAS 133 with
respect to this derivative instrument.
* Using sample journal entries, supplementally describe how you
accounted for each element of these transactions. In addition,
tell
us the authoritative literature upon which you relied in
determining
such accounting treatment.
* Supplementally tell us how you considered the conditions in
paragraph 5 of FIN 39 when determining to offset certain assets
and
liabilities that were recorded as part of the transactions.
Form 8-K/A filed July 9, 2004:
Accounting Policies - Basis of Accounting - page F-6
23. Please revise to specifically state that the financial
statements
of Global Currencies Limited have been prepared in accordance with
UK
GAAP. In addition, disclose the material variations in the
accounting principles, practices, and methods used in preparing
financial statements between UK GAAP and US GAAP.
Note 21 - Reconciliation of UK GAAP and US GAAP Profits and Losses
- -
page F-18
24. We note your disclosure that there are no material differences
in
reported profits between UK GAAP and US GAAP. Supplementally
explain
your basis for determining that such differences were not material
and therefore did not warrant disclosure. Alternatively, revise
to
provide a reconciliation of net income from UK GAAP to US GAAP for
each period presented that quantifies and describes
each significant difference. Refer to Item 17(c)(2)(i) of the
instructions to Form 20-F.
25. Please revise to describe and quantify the differences between
balance sheet line items under UK GAAP in comparison to US GAAP.
In
the event that you elect to present this information in the form
of a
reconciliation of shareholders` equity, please provide sufficient
detail to allow an investor to determine the differences between a
balance sheet prepared using UK GAAP and one prepared using US
GAAP.
Refer to Item 17(c)(2)(ii) of the instructions to Form 20-F.
26. Please revise to describe and quantify the material
differences
between cash or funds flows reported in the primary financial
statements and cash flows that would be reported in a statement of
cash flows prepared in accordance with US GAAP. Refer to Item
17(c)(2)(iii) of the instructions to Form 20-F.
* * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Isa Farhat, Staff Accountant at (202) 824-
5418
or me at (202) 942-1816 if you have questions regarding comments
on
the financial statements and related matters.
Sincerely,
Kevin W. Vaughn
Accounting Branch Chief
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Sean O'Connor
International Assets Holding Corp.
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