KINNARD INVESTMENTS INC
10-Q, 1998-11-12
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended  September 30, 1998        Commission File No.    0-9377 
                     

                            KINNARD INVESTMENTS, INC.
             (Exact name of registrant as specified in its charter)


       Minnesota                                        41-0972952    
(State of incorporation)                (I.R.S. Employer identification number)


920 Second Avenue South, Minneapolis, Minnesota  55402         (612) 370-2700
  (Address of principal executive offices)                     Telephone number



Former name, former address and former fiscal year, if changed since last report


         Indicate by check mark whether the registrant (1) has filed all reports
         required to be filed by section 13 or 15 (d) of the Securities Exchange
         Act of 1934 during the preceding 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 at least the past 90 days.
         Yes X   No _____


Shares of $0.02 par value common stock outstanding at
     November 10, 1998:    5,554,570



<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                                    CONTENTS





PART I                                                                    Page

     CONSOLIDATED FINANCIAL STATEMENTS

        Consolidated statements of financial condition......................3

        Consolidated statements of operations...............................4

        Consolidated statements of shareholders' equity.....................5

        Consolidated statements of cash flows...............................6

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.............................8

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS................................10

PART II

     OTHER INFORMATION.....................................................14




<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                        (In thousands, except share data)

<TABLE>
<CAPTION>


- ---------------------------------------------------------------------------------- -------------------- --------------------
                                                                                      September 30,           December 31,
                                                                                          1998                  1997
- ---------------------------------------------------------------------------------- -------------------- --------------------
                                                                                       (Unaudited)
<S>                                                                                      <C>                     <C>   
ASSETS
   Cash and cash equivalents                                                               $1,876                $3,886
   Funds held in escrow                                                                         0                 1,593
   Receivable from clearing firm                                                            3,376                     0
   Miscellaneous receivables                                                                3,745                 3,311
   Trading securities, at market                                                            5,610                10,730
   Office equipment at cost, less accumulated depreciation
         of  $2,373 and  $2,876, respectively                                               1,988                 1,267
   Investment securities, at fair value                                                    17,170                22,705
   Income taxes receivable                                                                  1,758                     0
   Other assets                                                                               153                   480
- ---------------------------------------------------------------------------------- -------------------- --------------------
Total assets                                                                              $35,676               $43,972
================================================================================== ==================== ====================

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
   Due to clearing firm                                                                        $0                $1,069
   Securities sold but not yet purchased, at market                                           452                   915
   Accrued compensation                                                                     2,752                 3,594
   Other accounts payable and accrued expenses                                              2,415                 2,584
   Income taxes payable                                                                         0                    18
   Deferred tax liability                                                                       0                   220
- ---------------------------------------------------------------------------------- -------------------- --------------------
Total liabilities                                                                           5,619                 8,400
- ---------------------------------------------------------------------------------- -------------------- --------------------

Shareholders' equity
   Preferred stock, authorized 1,000 shares; none issued or outstanding                         0                     0
   Undesignated stock, authorized 16,500 shares; none issued or outstanding                     0                     0
   Common stock, $.02 par value; authorized 7,500 shares; issued and
       Outstanding 5,555 and 5,955 shares, respectively                                       111                   119
   Additional paid-in capital                                                               9,588                11,946
   Retained earnings                                                                       20,358                23,507
- ---------------------------------------------------------------------------------- -------------------- --------------------
Total shareholders' equity                                                                 30,057                35,572
- ---------------------------------------------------------------------------------- -------------------- --------------------

Total liabilities and shareholders' equity                                                $35,676               $43,972
================================================================================== ==================== ====================

See Notes to Consolidated Financial Statements

</TABLE>


<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)

<TABLE>
<CAPTION>


- ------------------------------------------------- ---------------------------------- ---- ----------------------------------
                                                           Three Months Ended                     Nine Months Ended
                                                               September 30,                         September 30,
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
                                                         1998              1997                  1998              1997
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
                                                                (Unaudited)                            (Unaudited)
<S>                                                       <C>              <C>                   <C>               <C>    
Revenues:
    Commissions                                           $3,535           $3,669                $10,970           $10,607
    Principal transactions                                 2,974            6,891                 11,755            20,035
    Investment account                                    (1,545)           1,100                   (782)            1,294
    Investment banking                                     1,116            1,678                  4,738             3,221
    Interest                                                 414              597                  1,112             1,737
    Other                                                    776              661                  2,289             1,772
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
Total revenues                                             7,270           14,596                 30,082            38,666
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------

Expenses:
    Compensation and benefits                              7,238            9,157                 24,011            25,447
    Floor brokerage and clearance                            729            1,153                  2,576             3,049
    Communications                                           269              194                    678               577
    Occupancy and equipment                                1,359            1,319                  4,219             3,800
    Other                                                  1,123            1,446                  3,849             3,798
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
Total expenses                                            10,718           13,269                 35,333            36,671
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------

Income (loss) before income taxes                         (3,448)           1,327                 (5,251)            1,995

Income tax expense (benefit)                              (1,380)             533                 (2,102)              815
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
Net income (loss)                                        ($2,068)            $794                ($3,149)           $1,180
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------

Earnings (loss) per common share:
      Basic                                               ($0.36)           $0.13                 ($0.53)            $0.19
      Diluted                                             ($0.36)           $0.13                 ($0.53)            $0.19
================================================= ================ ================= ==== ================= ================


See Notes to Consolidated Financial Statements

</TABLE>


<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                 (In thousands)

<TABLE>
<CAPTION>

- --------------------------------------------- --------------- --------------- --------------- --------------- ----------------
                                                                                Additional                         Total
                                                       Common Stock              Paid-in         Retained      Shareholders'
                                                  Shares          Amount         Capital         Earnings          Equity
- --------------------------------------------- --------------- --------------- --------------- --------------- ----------------
<S>                                               <C>              <C>           <C>              <C>               <C>    
Balance, December 31, 1995                        6,257            $125          $13,680          $11,500           $25,305
- --------------------------------------------- --------------- --------------- --------------- --------------- ----------------

Issuance of shares under employee
    stock purchase plan                              11               0               51                                 51
Issuance of shares under employee
   stock option plan                                 88               2              311                                313
Repurchase of stock                                (329)             (7)          (1,332)                            (1,339)
Net income                                                                                         11,699            11,699
- --------------------------------------------- --------------- --------------- --------------- --------------- ----------------
Balance, December 31, 1996                        6,027             120           12,710           23,199            36,029
- --------------------------------------------- --------------- --------------- --------------- --------------- ----------------

Issuance of shares under employee
   stock option plan                                 68               1              230                                231
Issuance of new shares                              325               7            1,700                              1,707
Repurchase of stock                                (465)             (9)          (2,694)                            (2,703)
Net income                                                                                            308               308
- --------------------------------------------- --------------- --------------- --------------- --------------- ----------------
Balance, December 31, 1997                        5,955             119           11,946           23,507            35,572
- --------------------------------------------- --------------- --------------- --------------- --------------- ----------------

Issuance of shares under employee
    stock purchase plan                              13               0               78                                 78
Issuance of shares under employee
   stock option plan                                 81               2              379                                381
Repurchase of stock                                (494)            (10)          (2,815)                            (2,825)
Net loss                                                                                           (3,149)           (3,149)
- --------------------------------------------- --------------- --------------- --------------- --------------- ----------------
Balance, September 30, 1998 (unaudited)           5,555            $111           $9,588          $20,358           $30,057
============================================= =============== =============== =============== =============== ================

See Notes to Consolidated Financial Statements

</TABLE>


<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>


- -------------------------------------------------------------------------------- -------------------------------------------
                                                                                             Nine Months Ended
                                                                                                September 30,
                                                                                       1998                    1997
- -------------------------------------------------------------------------------- --------------------- ---------------------
                                                                                                (Unaudited)
<S>                                                                                     <C>                  <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
    Cash received from customers and clearing firm                                      $31,034               $35,336
    Cash paid to suppliers and employees                                                (36,817)              (37,490)
    Interest:
       Received                                                                           1,112                 1,737
    Income taxes paid (received)                                                             98                (3,700)
- -------------------------------------------------------------------------------- --------------------- ---------------------
Net cash used in operating activities                                                    (4,573)               (4,117)
- -------------------------------------------------------------------------------- --------------------- ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from sale of:
        Investment securities                                                            14,544                14,128
        Office equipment                                                                     59                     0
    Purchase of:
       Investment securities                                                             (9,790)              (17,495)
       Office equipment                                                                  (1,477)                 (850)
    Funds released from escrow                                                            1,593                   (59)
- -------------------------------------------------------------------------------- --------------------- ---------------------
Net cash provided by (used in) investing activities                                       4,929                (4,276)
- -------------------------------------------------------------------------------- --------------------- ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                                                                459                 1,914
    Repurchase of common stock                                                           (2,825)               (1,434)
- -------------------------------------------------------------------------------- --------------------- ---------------------
Net cash provided by (used in) financing activities                                      (2,366)                  480
- -------------------------------------------------------------------------------- --------------------- ---------------------

Decrease in cash and cash equivalents                                                    (2,010)               (7,913)

Cash and cash equivalents at beginning of period                                          3,886                12,518
- -------------------------------------------------------------------------------- --------------------- ---------------------

Cash and cash equivalents at end of period                                               $1,876                $4,605
================================================================================ ===================== =====================

See Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                 (In thousands)
<TABLE>
<CAPTION>


- -------------------------------------------------------------------------------- -------------------------------------------
                                                                                             Nine Months Ended
                                                                                                September 30,
                                                                                         1998                  1997
- -------------------------------------------------------------------------------- --------------------- ---------------------
                                                                                                (Unaudited)
<S>                                                                                     <C>                    <C>    
RECONCILIATION OF NET INCOME (LOSS) TO NET
  CASH USED IN OPERATING ACTIVITIES:
    Net income (loss)                                                                   ($3,149)               $1,180
    Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
            Depreciation and amortization                                                   696                   449
            Net unrealized (gain) loss on investment securities                             506                (1,158)
            Net realized (gain) loss on sale of investment securities                       276                  (136)
            Deferred income taxes                                                          (220)                  429
            (Increase) decrease in:
               Receivable from clearing firm                                             (3,376)                  681
               Miscellaneous receivables                                                   (434)                 (525)
               Trading securities at market                                               5,120                (1,118)
               Income tax receivable                                                     (1,758)                 (249)
               Other assets                                                                 327                   139
            Increase (decrease) in:
               Due to clearing firm                                                      (1,069)                    0
               Securities sold but not yet purchased, at market                            (463)                  139
               Accrued compensation                                                        (842)                 (658)
               Other accounts payable and accrued expenses                                 (169)                  (62)
               Income taxes payable                                                         (18)               (3,228)

- -------------------------------------------------------------------------------- --------------------- ---------------------
Net cash used in operating activities                                                   ($4,573)              ($4,117)
================================================================================ ===================== =====================

See Notes to Consolidated Financial Statements

</TABLE>


<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



Note 1.    Summary of Significant Accounting Policies

      The accompanying consolidated financial statements of Kinnard Investments,
      Inc., (the "Company") have been prepared in conformity with generally
      accepted accounting principles and should be read in conjunction with the
      Company's annual report for the year ended December 31, 1997. The results
      of operations for the nine months ended September 30, 1998 are not
      necessarily indicative of the results to be expected for the year ended
      December 31, 1998.

      The consolidated statement of financial condition as of September 30, 1998
      and other financial information for the nine months ended September 30,
      1998 and 1997, are unaudited, but management believes that all adjustments
      (consisting only of normal recurring adjustments) necessary for a fair
      statement of the results of operations for the periods have been included.


Note 2.    Net Capital Requirements

      The Company's brokerage subsidiary is subject to the Securities and
      Exchange Commission (SEC) Rule 15c3-1, Net Capital Requirements for
      Brokers and Dealers, which requires the Company to maintain minimum net
      capital of $351,000 as of September 30, 1998. Also, under this rule, the
      ratio of aggregate indebtedness to net capital may not exceed 15 to 1, and
      the Company may be prohibited from expanding its business or paying cash
      dividends if its ratio of aggregate indebtedness to net capital is greater
      than 10 to 1. At September 30, 1998, the Company had net capital of $4.7
      million, and a ratio of aggregate indebtedness to net capital of 1.1 to 1.

      The Company is exempt from the provisions of SEC Rule 15c3-3, Customer
      Protection: Reserves and Custody of Securities, as the Company's clearing
      firm is responsible for complying with these provisions. Accordingly, the
      Computation for Determination of Reserve Requirements and Information
      Relating to the Possession or Control Requirements is not required for the
      Company.

Note 3.    Earnings Per Share

      The following reconciliation illustrates the computation of basic and
      diluted earnings per share as prescribed under SFAS 128:

<TABLE>
<CAPTION>

                      (In thousands, except per share data)
          ------------------------------------------------------- --------------------------- ----------------------------
                                                                       Three Months ended          Nine Months ended
                                                                          September 30,               September 30,
          ------------------------------------------------------- --------------------------- ----------------------------
                                                                        1998         1997          1998          1997
          ------------------------------------------------------- ------------- ------------- -------------- -------------
          <S>                                                           <C>           <C>         <C>           <C>    
          Net income (loss)                                            ($2,068)       $794        ($3,149)      $1,180
          ------------------------------------------------------- ------------- ------------- -------------- -------------

          Weighted average number of common shares
                outstanding                                              5,789       6,226          5,942        6,165
          Dilutive effect of stock options and warrants                      0          72              0           79
          ------------------------------------------------------- ------------- ------------- -------------- -------------
          Weighted average number of common and potential
                dilutive common shares outstanding                       5,789       6,298          5,942        6,244
          ------------------------------------------------------- ------------- ------------- -------------- -------------

          Earnings per share:
             Basic                                                      ($0.36)      $0.13         ($0.53)       $0.19
             Diluted                                                    ($0.36)      $0.13         ($0.53)       $0.19
          ======================================================= ============= ============= ============== =============

</TABLE>

<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



Note 4.    Contingent Liabilities

      John G. Kinnard and Company, Incorporated ("JGK") is a defendant in 
      various actions relating to its business, some of which involve claims 
      for unspecified amounts. Although the resolution of these matters cannot
      be predicted with certainty, the Company's management believes that 
      while their outcome may have a material effect on the earnings in a 
      particular period, the outcome will not have a material adverse effect 
      on the financial condition of the Company.


Note 5.    Effect of Recent Accounting Standards

      In December 1997 the Financial Accounting Standards Board (FASB) issued
      Statement No. 130 (SFAS 130), "Reporting Comprehensive Income". The
      Company adopted SFAS 130 in the second quarter of 1998. Comprehensive
      income is equal to net income on the consolidated statement of operations.




<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



This discussion should be read in conjunction with Management's Discussion and
Analysis contained in the Company's Annual Report Form 10-K for the year ended
December 31, 1997.

The following table sets forth a summary of three and nine month increases
(decreases) in the categories of revenues and expenses for 1998 versus 1997:

<TABLE>
<CAPTION>


- ------------------------------------------------- ---------------------------------- ---- ----------------------------------
                                                         Three Months ended                       Nine months ended
                                                            September 30,                           September 30,
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
                                                       Amount          % Change                Amount          % Change
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
<S>                                                      <C>            <C>                      <C>             <C>    
Revenues:
    Commissions                                            ($134)          (4%)                     $363             3%
    Principal transactions                                (3,917)         (57)                    (8,280)          (41)
    Investment account                                    (2,645)        (240)                    (2,076)         (160)
    Investment banking                                      (562)         (33)                     1,517            47
    Interest                                                (183)         (31)                      (625)          (36)
    Other                                                    115           17                        517            29
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
Total revenues                                            (7,326)         (50)                    (8,584)          (22)
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------

Expenses:
    Compensation and benefits                             (1,919)         (21)                    (1,436)           (6)
    Floor brokerage and clearance                           (424)         (37)                      (473)          (16)
    Communications                                            75           39                        101            18
    Occupancy and equipment                                   40            3                        419            11
    Other                                                   (323)         (22)                        51             1
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
Total expenses                                            (2,551)         (19)                    (1,338)           (4)
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------

Income before income taxes                                (4,775)        (360)                    (7,246)         (363)
Income tax expense                                        (1,913)        (359)                    (2,917)         (358)
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
Net income                                               ($2,862)        (360%)                  ($4,329)         (367%)
- ------------------------------------------------- ---------------- ----------------- ---- ----------------- ----------------
</TABLE>


Results of Operations

The Company recorded a net loss of $2.1 million, or 36 cents per diluted share,
on revenues of $7.3 million for the third quarter ended September 30, 1998. This
result compares with net income of $794,000, or 13 cents per diluted share, on
revenues of $14.6 million for the same quarter one year ago. As a result of the
decline in revenues, the Company has put in place an expense reduction program
that includes a hiring freeze of non-sales employees and a consolidation of its
branch office network.

For the nine months ended September 30, 1998, the net loss was $3.1 million, or
53 cents per diluted share, on revenues of $30.1 million. This compares to net
income of $1.2 million, or 19 cents per diluted share, on revenues of $38.7
million for the same period in 1997.

Commission revenue declined by 4% for the quarter and increased 3% for September
year-to-date period. The most significant changes in both the three and nine
month periods was an increase in mutual fund sales and a decline in revenues
from the sale of listed securities.



<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



Results of Operations (continued)

Principal transaction revenue declined by 57% and 41% for the three and nine
month periods, due in part to volatile equity markets particularly small-cap
issues in which the Company focuses its market making activities - and new
trading rules and regulatory changes. The Company has responded to the changing
environment by decreasing the number of stocks in which it makes a market to
under 200 from 350 at December 31, 1997.

The Company incurred a $1.5 million net loss on the valuation of its investment
account in the current quarter, compared to a $1.1 million net gain in the third
quarter of 1997. For the nine month period, revenue from the investment account
declined by $2.1 million compared to the prior year. The investment account has
historically been a volatile source of revenue for the Company.

Investment banking revenue decreased by $562,000, or 33% for the quarter, and
increased by $1.5 million, or 47% for the nine-month period. The Company
completed one private placement in the current quarter, compared to one public
financing in the third quarter of 1997. The public equity financing market was
brought to a virtual standstill in the current quarter as a result of market
volatility.

Interest revenue decreased by 31% and 36% for the three and nine month periods,
respectively, due to lower customer margin balances and fixed income securities
held in the Company's investment account. Other revenue increased by 17% and 29%
for the quarter and year-to-date as a result of increases in fees earned on
managed and cash management accounts.

Compensation expense declined by 21% for the quarter and 6% for the nine month
period. Declines in variable compensation, such as commissions and incentive
compensation, were primarily the result of lower revenues. Fixed salaries also
declined as the Company reduced staffing levels in its efforts to become more
efficient and to increase productivity.

Floor brokerage and clearance fees declined by 37% for the quarter and 16% for
the nine-month period, due to lower revenues and lower clearing rates. The
Company converted its clearing business to NationsBanc Montgomery Securities in
June 1998, which resulted in lower clearing fees per transaction for most
products.

Communication costs increased by 39% and 18% for the three and nine month
periods due in part to additional data lines required for new technologies and
internet services. Occupancy and equipment was little changed for the quarter.
Other expenses declined by 22% due to a decline in expenses for outside
professional services.


Liquidity and Capital Resources

Operating Activities

A large portion of the Company's assets are cash and assets readily convertible
to cash. The liquid portions of the Company's trading and investment securities
are stated at quoted market values and are readily marketable. The less liquid
portions of trading and investment securities, which totaled $1.2 million at
September 30, 1998, are stated at fair value, which is determined by
management's best estimate.

Between December 31, 1997 and September 30, 1998 trading securities decreased
$5.1 million, and securities sold but not yet purchased decreased by $463,000.
Both long and short inventories are generally maintained to facilitate customer
transactions rather than for market speculation.


<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



Operating Activities (continued)

Based on the Company's current liquidity positions, available bank lines and
operating plans, it is anticipated that the Company has sufficient resources to
meet the cash requirements of its operations in the foreseeable future.


Year 2000 Issue

Year 2000 readiness presents corporate-wide challenges for financial
institutions. The Company recognizes the importance of the Year 2000 issue and
its impact on information technology and non-information technology systems. As
a result, the Company is actively managing efforts to plan, allocate resources,
and monitor progress to achieve Year 2000 readiness.

The executive sponsor for the Company's Year 2000 project is the Chief Executive
Officer and Chairman of the Board. The managing executive is the Senior Vice
President of Corporate Development. Reporting to the managing executive is the
Year 2000 Committee, which is led by the Director of the MIS/Communications
department and includes managers from most major functional areas of the
Company. This group is responsible for managing critical success factors,
implementation of action plans, and reporting on progress to executive
management.

The Company believes that it has adequate staffing and human resources to
complete its Year 2000 Plan. Although retention has not been an issue, the
Company does rely on certain key individuals who may be difficult to replace in
timely fashion if they were to leave.

The Company has defined mission critical systems as those systems whose loss
would cause an immediate stoppage or significant impairment to core business
areas. Systems identified as mission critical include back office data, quote
delivery, trading, communication and accounting systems. In addition, the
Company clears its trades through third-party clearing firm whose systems it is
reliant on.

The majority of internal systems with a Year 2000 problem are being addressed in
the calendar year 1998. The Company's 1998 capital budget did not specifically
identify expenditures related to the Year 2000, although many items in the
capital budget were to upgrade or replace applications that were not Year 2000
compliant. For the first nine months of 1998, the Company spent $1.5 million for
capital equipment (which includes software purchases), versus $1.1 million for
the entire year in 1997. The costs related to replacing or upgrading
non-compliant systems in future years has not been determined, although the
Company does not expect such costs to have a material effect on the Company's
consolidated financial statements, and expects to be able to fund such costs
from working capital.

In conjunction with the Securities Industry Association ("SIA"), the Company
expects to participate in industry-wide testing of system interdependencies in
1999. Because the Company operates as a fully-disclosed broker-dealer, a large
portion of its information systems are provided by third parties. If these
outside information providers, which includes securities exchanges, clearing
agencies and other financial institutions, should experience a significant
disruption as a result of the Year 2000 problem, such disruption could affect
the Company's ability to conduct business and may have a material adverse effect
on the Company's results of operations.

The Company is currently developing a written contingency plan to provide for
continuity under various scenarios, which it expects to be completed by the end
of 1998.



<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



Investing Activities

The Company's investment account is invested in fixed income securities,
publicly traded equity securities and privately placed equity securities. Equity
securities are frequently held as a result of past investment banking activities
performed by the Company. In addition, the Company may utilize outside advisors
to manage a portion of the investment portfolio.

The value of certain securities held in the investment account can fluctuate
significantly, with the resulting valuation changes being reported as net gains
or losses on the investment account. These fluctuations in value can have a
material impact on reported earnings.

Financing Activities

John G. Kinnard maintains a credit facility in order to meet short-term
operating needs. At December 31, 1997 and September 30, 1998 there were no
outstanding balances under this facility.

During the first nine months of 1998, the Company repurchased 495,000 shares of
its common stock at a total cost of $2.8 million. For the full year of 1997, a
total of 465,000 shares were repurchased at a cost of $2.7 million. In October
1998, the board of directors authorized the repurchase of 1,000,000 shares in
the open market or through privately negotiated transactions, at the discretion
of the firm's management. The repurchase program will commence after the
completion of the existing 1,600,000 share plan initiated in November 1993, of
which 53,000 shares remain.

Cautionary Statements

The Company wishes to caution investors of the following factors which could
affect the Company's results of operations and cause such results to differ
materially from those anticipated in forward-looking statements made in this
document or elsewhere on behalf of the Company: volatility in the securities
markets, risks in the ownership and underwriting of securities, consolidation in
the financial services industries, volatility in earnings and losses of
investment securities, competition, government regulation, customer litigation
and arbitration, and off-balance-sheet credit and market risks. For a more
complete discussion of these and other factors, see the Company's Annual Report
on Form 10-K for the year ended December 31, 1997.



<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION


         ITEM 1 -  LEGAL PROCEEDINGS

                     See Note 4 in Notes to Consolidated Financial Statements.


         ITEM 2 -  CHANGES IN SECURITIES

                     None.


         ITEM 3 -  DEFAULTS UPON SENIOR SECURITIES

                     None.


         ITEM 4 -  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                   
                     None.


         ITEM 5 -  OTHER INFORMATION

                     None


         ITEM 6 -  EXHIBITS AND REPORTS ON FORM 8-K

                   (a)  Exhibits

                        27    Financial Data Schedule 
                              (filed in electronic format only)

                   (b)  Reports on Form 8-K

                        None




<PAGE>









Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                             KINNARD INVESTMENTS, INC.


                                             /s/  Daniel R. Sass            
                                             Daniel R. Sass
                                             Treasurer (principal financial and
                                                 accounting officer)




Date   11/10/98           




<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                            KINNARD INVESTMENTS, INC.
                        (Commission File Number: 0-9377)

                                  EXHIBIT INDEX
                                       for
               Form 10-Q for the quarter ended September 30, 1998





   27           Financial Data Schedule (filed in electronic form only):





<TABLE> <S> <C>


<ARTICLE>                                           BD
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>               DEC-31-1998
<PERIOD-START>                  JAN-01-1998
<PERIOD-END>                    SEP-30-1998
<EXCHANGE-RATE>                           1
<CASH>                                1,876
<RECEIVABLES>                         7,121
<SECURITIES-RESALE>                       0
<SECURITIES-BORROWED>                     0
<INSTRUMENTS-OWNED>                  22,780
<PP&E>                                1,988
<TOTAL-ASSETS>                       35,676
<SHORT-TERM>                              0
<PAYABLES>                            5,167
<REPOS-SOLD>                              0
<SECURITIES-LOANED>                       0
<INSTRUMENTS-SOLD>                      452
<LONG-TERM>                               0
                     0
                               0
<COMMON>                                111
<OTHER-SE>                           29,946
<TOTAL-LIABILITY-AND-EQUITY>         35,676
<TRADING-REVENUE>                    11,755
<INTEREST-DIVIDENDS>                  1,112
<COMMISSIONS>                        10,970
<INVESTMENT-BANKING-REVENUES>         4,738
<FEE-REVENUE>                         2,289
<INTEREST-EXPENSE>                        0
<COMPENSATION>                       24,011
<INCOME-PRETAX>                      (5,251)
<INCOME-PRE-EXTRAORDINARY>                0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                         (3,149)
<EPS-PRIMARY>                         (0.53)
<EPS-DILUTED>                         (0.53)
        


</TABLE>


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