KINNARD INVESTMENTS INC
10-Q, 1999-05-14
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     March 31, 1999      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


                                 Not applicable
               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 May 11, 1999:  5,040,415




<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............................9

 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK .......13

 PART II

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



                                       2
<PAGE>

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

                        (In thousands, except share data)

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------- -------------------- --------------------
                                                                                        March 31,          December 31,
                                                                                          1999                 1998
- ---------------------------------------------------------------------------------- -------------------- --------------------
                                                                                       (unaudited)
<S>                                                                                      <C>                  <C>    
ASSETS
   Cash and cash equivalents                                                                $839               $2,689
   Receivable from clearing firm                                                           1,524                1,009
   Miscellaneous receivables                                                               3,363                3,527
   Trading securities, at market                                                           8,923                8,221
   Office equipment at cost, less accumulated depreciation
         of $2,824 and $2,540, respectively                                                1,674                1,888
   Investment securities, at fair value                                                   14,973               16,918
   Income tax receivable                                                                   1,165                1,456
   Deferred income taxes                                                                     260                  242
   Other assets                                                                              304                  414
- ---------------------------------------------------------------------------------- -------------------- --------------------
Total assets                                                                             $33,025              $36,364
================================================================================== ==================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities
   Securities sold but not yet purchased, at market                                         $368                 $257
   Accrued compensation                                                                    2,001                3,770
   Other accounts payable and accrued expenses                                             2,492                2,831
- ---------------------------------------------------------------------------------- -------------------- --------------------
Total liabilities                                                                          4,861                6,858
- ---------------------------------------------------------------------------------- -------------------- --------------------

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 5,136 and 5,483 shares, respectively                                  103                  110
   Additional paid-in capital                                                              7,577                9,265
   Retained earnings                                                                      20,484               20,131
- ---------------------------------------------------------------------------------- -------------------- --------------------
Total shareholders' equity                                                                28,164               29,506
- ---------------------------------------------------------------------------------- -------------------- --------------------

Total liabilities and shareholders' equity                                               $33,025              $36,364
================================================================================== ==================== ====================

See Notes to Consolidated Financial Statements

</TABLE>

                                       3
<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (In thousands, except per share data)
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------- --------------------------------------------
                                                                                             Three Months Ended
                                                                                                  March 31,
- -------------------------------------------------------------------------------- --------------------------------------------
                                                                                         1999                  1998
- -------------------------------------------------------------------------------- --------------------- ----------------------
                                                                                     (Unaudited)            (Unaudited)
<S>                                                                                       <C>                   <C>    
Operating revenues:
    Commissions                                                                           $4,177                $3,643
    Principal transactions                                                                 5,049                 5,207
    Investment banking                                                                       562                 1,981
    Interest                                                                                 393                   375
    Other                                                                                    965                   729
- -------------------------------------------------------------------------------- --------------------- ----------------------
Total operating revenues                                                                  11,146                11,935
- -------------------------------------------------------------------------------- --------------------- ----------------------

Operating expenses:
    Compensation and benefits                                                              7,630                 8,715
    Floor brokerage and clearance                                                            965                   974
    Communications                                                                           198                   181
    Occupancy and equipment                                                                1,437                 1,417
    Other                                                                                  1,001                 1,169
- -------------------------------------------------------------------------------- --------------------- ----------------------
Total operating expenses                                                                  11,231                12,456
- -------------------------------------------------------------------------------- --------------------- ----------------------

Operating loss                                                                               (85)                 (521)

Net gains on investment account                                                              672                   967
- -------------------------------------------------------------------------------- --------------------- ----------------------
Pretax income                                                                                587                   446
- -------------------------------------------------------------------------------- --------------------- ----------------------

Income tax expense                                                                           234                   183
- -------------------------------------------------------------------------------- --------------------- ----------------------
Net income                                                                                  $353                  $263
================================================================================ ===================== ======================

Earnings per common share:
    Basic                                                                                  $0.07                 $0.04
    Diluted                                                                                $0.07                 $0.04
================================================================================ ===================== ======================

See Notes to Consolidated Financial Statements

</TABLE>

                                       4
<PAGE>


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

                                 (In thousands)
<TABLE>
<CAPTION>


- ------------------------------------------------- -------------- -------------- -------------- -------------- --------------
                                                                                                                  
                                                         Common Stock                                             Total
                                                         ------------              Paid-in        Retained      Shareholders'
                                                      Shares        Amount         Capital        Earnings        Equity
- ------------------------------------------------- -------------- -------------- -------------- -------------- --------------
<S>                                                    <C>             <C>          <C>            <C>            <C> 
Balance, December 31, 1996                             6,027           $120         $12,710        $23,199        $36,029
- ------------------------------------------------- -------------- -------------- -------------- -------------- --------------

Issuance of  shares under the employee
    stock option plan                                     68              1             230                           231
Issuance of new shares                                   325              7           1,700                         1,707
Repurchase of shares                                    (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 the employee
    stock purchase plan                                   13              0              78                            78
Issuance of shares under the employee
   stock option plan                                      81              2             379                           381
Repurchase of shares                                    (566)           (11)         (3,138)                       (3,149)
Net loss                                                                                            (3,376)        (3,376)
- ------------------------------------------------- -------------- -------------- -------------- -------------- --------------
Balance, December 31, 1998                             5,483            110           9,265         20,131         29,506
- ------------------------------------------------- -------------- -------------- -------------- -------------- --------------

Issuance of shares under the employee
    stock option plan                                      5              0              21                            21
Repurchase of shares                                    (352)            (7)         (1,709)                       (1,716)
Net income                                                                                             353            353
- ------------------------------------------------- -------------- -------------- -------------- -------------- --------------
Balance, March 31, 1999 (unaudited)                    5,136           $103          $7,577        $20,484        $28,164
================================================= ============== ============== ============== ============== ==============

See Notes to Consolidated Financial Statements

</TABLE>

                                       5
<PAGE>


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

                                 (In thousands)

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------- -------------------------------------------
                                                                                           Three Months Ended
                                                                                                March 31,
- -------------------------------------------------------------------------------- -------------------------------------------
                                                                                       1999                  1998
- -------------------------------------------------------------------------------- --------------------- ---------------------
                                                                                     (Unaudited)           (Unaudited)
<S>                                                                                    <C>                   <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
    Cash received from customers and clearing firm                                      $9,646               $12,226
    Cash paid to suppliers and employees                                               (12,779)              (14,428)
    Interest received                                                                      393                   375
    Income taxes paid                                                                       38                    (1)
- -------------------------------------------------------------------------------- --------------------- ---------------------
Net cash used in operating activities                                                   (2,702)               (1,828)
- -------------------------------------------------------------------------------- --------------------- ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Proceeds from sale of investment securities                                          7,827                 7,688
    Purchases of:
       Office equipment                                                                    (71)                 (315)
       Investment securities                                                            (5,209)               (8,000)
    Funds released from escrow                                                               0                 1,593
- -------------------------------------------------------------------------------- --------------------- ---------------------
Net cash provided by investing activities                                                2,547                   966
- -------------------------------------------------------------------------------- --------------------- ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Issuance of common stock                                                                21                   146
    Repurchase of common stock                                                          (1,716)                 (121)
- -------------------------------------------------------------------------------- --------------------- ---------------------
Net cash provided by (used in) financing activities                                     (1,695)                   25
- -------------------------------------------------------------------------------- --------------------- ---------------------

Decrease in cash and cash equivalents                                                   (1,850)                 (837)

Cash and cash equivalents at beginning of period                                         2,689                 3,886

- -------------------------------------------------------------------------------- --------------------- ---------------------
Cash and cash equivalents at end of period                                                $839                $3,049
================================================================================ ===================== =====================

See Notes to Consolidated Financial Statements

</TABLE>

                                       6

<PAGE>


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

                                 (In thousands)

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------- -------------------------------------------
                                                                                           Three Months Ended
                                                                                                March 31,
- -------------------------------------------------------------------------------- -------------------------------------------
                                                                                         1999                  1998
- -------------------------------------------------------------------------------- --------------------- ---------------------
                                                                                     (Unaudited)           (Unaudited)
<S>                                                                                     <C>                   <C>   
RECONCILIATION OF NET INCOME TO NET CASH
   USED IN OPERATING ACTIVITIES:
    Net income                                                                            $353                  $263
    Adjustments to reconcile net income to net cash
        used in operating activities:
            Depreciation and amortization                                                  284                   177
            Net unrealized loss (gain) on investment securities                            115                  (776)
            Net realized gain on sale of investment securities                            (787)                 (191)
            Deferred income taxes                                                          (18)                  183
            (Increase) decrease in:
               Receivable from clearing firm                                              (515)               (3,278)
               Miscellaneous receivables                                                   164                  (391)
               Trading securities, at market                                              (702)                3,553
               Income tax receivable                                                       291                     0
               Other assets                                                                110                    59
            Increase (decrease) in:
               Payable to clearing firm                                                      0                (1,069)
               Securities sold but not yet purchased, at market                            111                   390
               Accrued compensation                                                     (1,769)               (1,184)
               Other accounts payable and accrued expenses                                (339)                  436

- -------------------------------------------------------------------------------- --------------------- ---------------------
Net cash used in operating activities                                                  ($2,702)              ($1,828)
================================================================================ ===================== =====================

See Notes to Consolidated Financial Statements

</TABLE>

                                       7

<PAGE>
                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 on
              Form 10-K for the year ended December 31, 1998. The results of
              operations for the three months ended March 31, 1999 are not
              necessarily indicative of the results to be expected for the year
              ending December 31, 1999.

              The consolidated statement of financial condition as of March 31,
              1999 and other financial information for the three months ended
              March 31, 1999 and 1998, are unaudited, but management of the
              Company 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.       Commitments and Contingent Liabilities

              John G. Kinnard 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, 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 3.       Segments

              The Company's reportable segments are: retail sales, equity
              capital markets, fixed income and other. The retail segment
              consists of various retail branch locations and the financial
              services division. Equity capital markets consists of equity
              trading, institutional sales, research and investment banking.
              Fixed income includes the origination, trading, and institutional
              sales of fixed income securities. Other consists of general
              corporate and administrative support functions. The Company does
              not provide balance sheet data for segment reporting as this data
              is not measured.

              Information concerning operations in these segments of business is
              as follows:

                                 (In thousands)
              --------------------------------------------------------------
              Quarter ended March 31,          1999              1998
              --------------------------------------------------------------
               Operating revenue:
                 Retail sales                 $6,896             $6,544
                 Equity capital markets        2,433              3,516
                 Fixed income                  1,412              1,435
                 Other                           405                440
              --------------------------------------------------------------
                                             $11,146            $11,935
              ==============================================================
               Operating loss:
                 Retail sales                 $1,180               $181
                 Equity capital markets         (423)               233
                 Fixed income                    236                184
                 Other                        (1,078)            (1,119)
              --------------------------------------------------------------
                                                ($85)             ($521)
              ==============================================================

                                       8

<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 on Form 10-K for the year
ended December 31, 1998.

Results of Operations

              The following table sets forth a summary of first quarter
              increases (decreases) in segment revenue and expenses for 1999
              versus 1998:
<TABLE>
<CAPTION>

                                 (In thousands)
- -------------------------------------------------------------------------------------------------------------------
                                                   March 31,         Change from
                                                     1999             prior year             Percent
- -------------------------------------------------------------------------------------------------------------------
              <S>                                    <C>               <C>                   <C> 
              Operating revenues:
                  Retail                             $6,896              $352                  5.4%
                  Equity capital markets              2,433            (1,083)               (30.8)
                  Fixed income                        1,412               (23)                (1.6)
                  Corporate                             405               (35)                (8.0)
- --------------------------------------------------------------------------------------------------------------------
              Total operating revenues               11,146              (789)                (6.6)
- --------------------------------------------------------------------------------------------------------------------

              Operating income:
                  Retail                              1,180               999                551.9
                  Equity capital markets               (423)             (656)              (281.5)
                  Fixed income                          236                52                 28.3
                  Corporate                          (1,078)               41                  3.7
- --------------------------------------------------------------------------------------------------------------------
              Total operating loss                      (85)              436                 83.7%
- --------------------------------------------------------------------------------------------------------------------

              Net gains on investment account           672              (295)               (30.5)%
- --------------------------------------------------------------------------------------------------------------------
              Pretax income                             587               141                 31.6%
- --------------------------------------------------------------------------------------------------------------------

              Income tax expense                        234                51                 27.9
- --------------------------------------------------------------------------------------------------------------------
              Net income                               $353               $90                 34.2%
====================================================================================================================
</TABLE>

Three months ended March 31, 1999 and 1998

Retail Sales. The Retail Sales business segment consists of various branch
locations and the financial services division. Revenue is generated primarily on
commissions generated by the sale of financial products and services to
individual investors.

The improvement in retail revenues was due to increased transaction levels and
improved investment executive productivity. Individual investors were more
active in the current period as most major indices achieved record highs,
including the Dow Jones Industrial Average exceeding 10,000. Products that
recorded significant revenue increases included OTC agency, options, unit
trusts, cash management and interest income.

                                       9
<PAGE>


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

Three months ended March 31, 1999 and 1998 (continued)

The operating profit of Retail Sales in the current period was $1.2 million, an
increase of $1.0 million from the prior year quarter. The improvement was due to
an increase in revenues, the closing of unprofitable offices, implementation of
operating efficiencies, and a reduction in clearing charges. As a result of
converting its clearing business to NationsBank Montgomery Securities in June
1998, the Company is benefiting from lower transaction fees to process most
trades.

Equity Capital Markets. Equity Capital Markets consists of equity trading,
institutional sales, research and investment banking. Investment banking
includes the fees earned on public equity underwritings, private placements and
merger and acquisition transactions.

The decline in Equity Capital Markets revenue was the result of completing no
financings in the current period, compared to two public offerings and a
significant merger and acquisition transaction in the prior year. The timing of
investment banking activity can vary significantly from period to period based
on market conditions and other factors.

The decline in investment banking revenues negatively impacted operating results
of the Equity Capital Markets group. The operating loss of $423,000 in the first
quarter of 1999 compares to an operating profit of $233,000 in the same period a
year ago.

Fixed Income. Fixed Income includes the origination, trading and institutional
sale of fixed income securities. The Fixed Income group results are driven
largely by activity of the originations department which raises capital for
municipal and corporate clients located primarily in the Upper Midwest.

Fixed Income revenues declined by $23,000 or 1.6% from the prior year quarter.
Origination activity was down slightly from the prior year following a record
level of financings completed in the fourth quarter of 1998. Other revenue
changes included increases in cash management and municipal bond sales, and
declines in the sale of private and government bonds.

Corporate. Corporate consists of various administrative functions required to
support the revenue generating business units, such as Accounting, Human
Resources and Marketing.

The operating loss in the Corporate area narrowed by $41,000 or 3.7%. Over the
past year the Company has implemented efficiencies that have enabled a reduction
of corporate expenses.

The net gain on the investment account of $672,000 in the current period
compares to a net gain of $967,000 in the prior year. The Company's investment
account has historically been a volatile source of income, and may change
significantly from period to period.

Net income rose by $90,000 or 34.4% from the prior year. Diluted earnings per
share rose to seven cents from four cents.

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 $132,000 at March
31, 1999, are stated at fair value, which is determined by management's best
estimate.

                                       10
<PAGE>


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

Operating Activities (continued)
Between December 31, 1998 and March 31, 1999 trading securities increased
$702,000 and securities sold but not yet purchased increased by $111,000. Both
long and short inventories are generally maintained to facilitate customer
transactions rather than for market speculation.

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.

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, 1998 and March 31, 1999 there were no
outstanding balances under this facility.

During the first three months of 1999, the Company repurchased 352,000 shares of
its common stock at a total cost of $1.7 million. For the full year of 1998, a
total of 566,000 shares were repurchased at a cost of $3.1 million. The Board of
Directors has authorized the repurchase of up to 1.6 million shares of the
Company's common stock, of which a total of 628,991 shares have been repurchased
as of March 31, 1999.

Year 2000 Issue
Year 2000 readiness presents corporate-wide challenges for all companies. 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 JGK's Chief
Executive Officer and Chairman of the Board. The managing executive is JGK's
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 a third-party clearing firm upon whose systems
it is reliant.

                                       11
<PAGE>

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


Year 2000 Issue (continued)
The majority of internal systems with a Year 2000 problem were addressed in
calendar year 1998. The Company's capital budget does not specifically identify
expenditures related to the Year 2000, although many items in the capital budget
relate to upgrading or replacing applications that are not Year 2000 compliant.
During 1998, the Company spent $1.5 million for capital equipment (which
includes software purchases), versus $1.1 million in 1997. The cost to remediate
the small number of systems that are not currently Year 2000 compliant 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 fund such costs from working capital.

As a member of the Securities Industry Association, Kinnard is updated on the
progress of industry-wide testing, and was a direct participant in the industry
tests conducted in early 1999. Kinnard has been conducting point-to-point
testing of both its mission critical and non-mission critical systems, and
expects to complete this process by September 30, 1999. No material system
deficiencies have resulted from tests conducted as of the reporting date.

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 has developed a written contingency plan to provide for continuity
under various scenarios. The contingency plan will be updated and modified
during 1999 as the Company makes additional progress in addressing the Year 2000
issue.

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 elsewhere by or 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, 1998.

                                       12

<PAGE>


                   KINNARD INVESTMENTS, INC. AND SUBSIDIARIES
           QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK



Market Risk
The primary market risk exposure of the Company is the impact that market and
interest rate volatility may have on the value of financial securities and
underwriting commitments. The Company manages this risk exposure through a
process of internal controls, due diligence and management review. Position
limits for trading and inventory controls are established and monitored on an
ongoing basis. The trading inventory is turned over frequently throughout the
year. Securities held in the investment portfolio are guided by an investment
policy and are reviewed on a regular basis. Current and proposed underwriting
and other banking commitments are subject to due diligence reviews by the
appropriate business unit as well as by senior management.

The Company has evaluated its financial securities and underwriting commitments
at March 31, 1999 and assessed the related market risk. This inventory is turned
over frequently throughout the year. Based on this evaluation, in the opinion of
management, the market risk associated with the Company's financial securities
may have a material effect on the earnings in a particular period, but will not
have a material adverse effect on the financial condition of the Company.







                                       13

<PAGE>


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



         ITEM 1 -  LEGAL PROCEEDINGS

                   See Note 2 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



                                       14
<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  May 11, 1999              







                                       15

<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 March 31, 1999

  


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






















                                       16



<TABLE> <S> <C>


<ARTICLE>                                           BD
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-1999
<PERIOD-START>                  JAN-01-1999
<PERIOD-END>                    MAR-01-1999
<EXCHANGE-RATE>                           1
<CASH>                                  839
<RECEIVABLES>                         4,887
<SECURITIES-RESALE>                       0
<SECURITIES-BORROWED>                     0
<INSTRUMENTS-OWNED>                  23,896
<PP&E>                                1,674
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