EATON VANCE CORP
10-Q, 1998-06-11
INVESTMENT ADVICE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

             Quarterly report pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


For the period ended April 30, 1998                   Commission File No. 1-8100


                                EATON VANCE CORP.
             (Exact name of registrant as specified in its charter)

         MARYLAND                                       04-2718215
         --------                                       ----------
State or other jurisdiction of              (I.R.S. Employer Identification No.)
incorporation or organization)

24 FEDERAL STREET, BOSTON, MASSACHUSETTS                  02110
- ----------------------------------------                  -----
(Address of principal executive offices)                (Zip Code)


                                 (617) 482-8260
                                 --------------
              (Registrant's telephone number, including area code)


                                      NONE
                                      ----
                  (Former name, address and former fiscal year,
                          if changed since last record)

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 the past 90 days. Yes [ X ] No [ ]



Shares outstanding as of April 30, 1998:
   Voting Common Stock - 38,720 shares
   Non-Voting Common Stock - 17,924,429 shares

                               Page 1 of 16 pages

================================================================================
<PAGE>













                                     PART I


                              FINANCIAL INFORMATION















                                       2
<PAGE>

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets (unaudited)

<TABLE>
                                                                          April 30,             October 31,
                                                                            1998                   1997
                                                                  ----------------------------------------------
ASSETS                                                                           (in thousands)

<S>                                                               <C>                    <C>
CURRENT ASSETS:
  Cash and equivalents                                            $           23,992     $           61,928
  Short-term investments                                                      77,072                 78,592
  Investment adviser fees and other receivables                                3,240                  7,204
  Assets held for sale                                                         8,539                  8,539
  Other current assets                                                        11,948                  7,905
                                                                  ----------------------------------------------

          Total current assets                                               124,791                164,168
                                                                  ----------------------------------------------


OTHER ASSETS:
  Investments:
    Real estate                                                               13,469                 16,038
    Investments in affiliates                                                  7,423                  7,918
    Investment companies                                                      14,885                 10,763
    Other investments                                                          3,411                  5,160
  Other receivables                                                            5,847                  5,850
  Deferred sales commissions                                                 199,543                172,485
  Equipment and leasehold improvements, net of
    accumulated depreciation and amortization of $5,460
    and $5,075 respectively                                                    2,436                  2,537
  Goodwill, net of accumulated amortization of $3,879
    and $3,559, respectively                                                   2,137                  2,456
                                                                  ----------------------------------------------

          Total other assets                                                 249,151                223,207
                                                                  ----------------------------------------------

      Total assets                                                $          373,942     $          387,375
                                                                  ==============================================
</TABLE>

See notes to the consolidated financial statements.

                                       3
<PAGE>

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

Consolidated Balance Sheets (unaudited) (continued)

<TABLE>
                                                                          April 30,             October 31,
                                                                            1998                   1997
                                                                  ----------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY                                (in thousands, except per share figures)

<S>                                                               <C>                    <C>
CURRENT LIABILITIES:
  Accrued compensation                                            $            8,511     $           12,252
  Accounts payable and accrued expenses                                        6,181                  9,515
  Dividend payable                                                             2,160                  2,226
  Current portion of long-term debt                                           16,429                  9,458
  Other current liabilities                                                    3,394                  6,517
                                                                  ----------------------------------------------

          Total current liabilities                                           36,675                 39,968
                                                                  ----------------------------------------------


OTHER LIABILITIES:
  6.22% Senior Note                                                           35,714                 42,857
  Mortgage notes payable                                                       8,008                  8,107
                                                                  ----------------------------------------------

          Total other liabilities                                             43,722                 50,964
                                                                  ----------------------------------------------

Deferred income taxes                                                         77,612                 70,163
                                                                  ----------------------------------------------

Commitments and contingencies                                                      -                      -

SHAREHOLDERS' EQUITY:
  Common stock, par value $.03125 per share -
    Authorized, 160,000 shares,
Issued, 38,720 shares                                                              1                      1
  Non-voting common stock, par value $.03125 per share -
    Authorized, 23,840,000
shares,                                                                          560                    577
Issued, 17,924,429 and 18,468,834 shares, respectively
  Additional paid-in capital                                                       -                 21,001
  Unrealized gain on investments                                                 709                  2,445
  Notes receivable from stock option exercises                                (3,027)                (3,168)
  Retained earnings                                                          217,690                205,424
                                                                  ----------------------------------------------

           Total shareholders' equity                                        215,933                226,280
                                                                  ----------------------------------------------

      Total liabilities and shareholders' equity                  $          373,942     $          387,375
                                                                  ==============================================
</TABLE>

See notes to the consolidated financial statements.

                                       4
<PAGE>

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

Consolidated Statements of Income (unaudited)

<TABLE>
                                                             Three Months Ended                Six Months Ended
                                                                 April 30,                         April 30,
                                                           1998             1997             1998             1997
                                                      -------------------------------------------------------------------
REVENUE:                                                           (in thousands, except per share figures)

<S>                                                   <C>              <C>             <C>              <C>
  Investment adviser and administration fees          $         36,523 $        27,877 $         69,828 $         55,156
  Distribution income                                           21,769          18,236           42,183           37,152
  Income from real estate activities                             1,266           1,074            2,375            1,837
  Other income                                                     435             551              880            1,405
                                                      -------------------------------------------------------------------

          Total revenue                                         59,993          47,738          115,266           95,550
                                                      -------------------------------------------------------------------

EXPENSES:
  Compensation of officers and employees                        14,804          10,406           27,197           21,894
  Amortization of deferred sales commissions                    15,501          13,507           30,070           26,827
  Other expenses                                                11,644           7,634           22,143           15,199
                                                      -------------------------------------------------------------------

           Total expenses                                       41,949          31,547           79,410           63,920
                                                      -------------------------------------------------------------------

OPERATING INCOME                                                18,044          16,191           35,856           31,630

OTHER INCOME (EXPENSE):
  Interest income                                                1,498             839            2,668            1,679
  Interest expense                                                (986)           (984)          (1,996)          (1,886)
  Gain (loss) on sale of investments                               247            (152)           2,965            1,150
  Equity in net income (loss) of affiliates                         34             (70)             (66)              33
  Impairment loss on real estate                                     -               -           (2,636)               -
                                                      -------------------------------------------------------------------

INCOME BEFORE INCOME  TAXES                                     18,837          15,824           36,791           32,606

INCOME TAXES                                                     7,451           6,361           14,452           13,116
                                                      -------------------------------------------------------------------

NET INCOME                                            $         11,386 $         9,463 $         22,339 $         19,490
                                                      ===================================================================

EARNINGS PER SHARE:
  Basic earnings per share                            $           0.63 $          0.51 $           1.22 $           1.04
                                                      ===================================================================
  Diluted earnings per share                          $           0.60 $          0.49 $           1.17 $           1.01
                                                      ===================================================================

DIVIDENDS DECLARED, PER SHARE                         $           0.12 $          0.10 $           0.24 $           0.20
                                                      ===================================================================

Weighted average common shares outstanding                      18,207          18,657           18,358           18,761
                                                      ===================================================================
Weighted average common shares outstanding
   assuming dilution                                            18,958          19,219           19,082           19,357
                                                      ===================================================================
</TABLE>

See notes to the consolidated financial statements.

                                       5
<PAGE>

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

Consolidated Statements of Cash Flows (unaudited)

<TABLE>
                                                                                Six Months Ended
                                                                                    April 30,
                                                                           1998                   1997
                                                                  ----------------------------------------------
                                                                                 (in thousands)

<S>                                                               <C>                    <C>               
Cash and equivalents, beginning of period                         $           61,928     $           55,583
                                                                  ----------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                    22,339                 19,490
Adjustments to reconcile net income to net cash provided by
(used for) operating activities:
  Equity in net (income) loss of affiliates                                       66                    (33)
  Dividend received from affiliate                                               430                    621
  Impairment loss on real estate                                               2,636                      -
  Deferred income taxes                                                       11,223                 (3,708)
  Amortization of deferred sales commissions                                  30,070                 26,827
  Depreciation and other amortization                                          1,074                  1,280
  Payment of sales commissions                                               (68,490)               (31,312)
  Capitalized sales charges received                                          11,298                 15,229
  Gain on sale of investments                                                 (2,965)                (1,150)
  Changes in other assets and liabilities                                    (10,124)               (12,216)
                                                                  ----------------------------------------------

  Net cash provided by (used for) operating activities                        (2,443)                15,028
                                                                  ----------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to real estate, equipment and
  leasehold improvements                                                        (654)                (1,555)
 Net (increase) decrease in notes and receivables
  from affiliates                                                                144                   (833)
 Net decrease in investment companies
   and other investments                                                      (2,841)                  (224)
 Proceeds from sale of investments                                           122,253                 61,240
 Purchase of short-term investments                                         (120,277)               (76,240)
                                                                  ----------------------------------------------

  Net cash used for investing activities                                      (1,375)               (17,612)
                                                                  ----------------------------------------------
</TABLE>

See notes to the consolidated financial statements.

                                       6
<PAGE>

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

Consolidated Statements of Cash Flows (unaudited) (continued)

<TABLE>
                                                                                Six Months Ended
                                                                                    April 30,
                                                                           1998                   1997
                                                                  ----------------------------------------------
                                                                                 (in thousands)

<S>                                                               <C>                    <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on notes payable                                        $           (7,270)    $             (131)
 Revolving credit facility borrowings                                          7,000                      -
 Proceeds from the issuance of non-voting
common stock                                                                   3,698                  2,410
 Dividends paid                                                               (4,438)                (3,772)
 Repurchase of non-voting common stock                                       (33,108)                (9,614)
                                                                  ----------------------------------------------

 Net cash used for financing activities                                      (34,118)               (11,107)
                                                                  ----------------------------------------------

Net decrease in cash and equivalents                                         (37,936)               (13,691)
                                                                  ----------------------------------------------

Cash and equivalents, end of period                               $           23,992     $           41,892
                                                                  ==============================================

SUPPLEMENTAL INFORMATION:
   Interest paid                                                  $            1,988     $            1,886
                                                                  ==============================================
   Income taxes paid                                              $            6,794     $           24,381
                                                                  ==============================================
</TABLE>

See notes to the consolidated financial statements.

                                       7
<PAGE>

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) BASIS OF PRESENTATION

In the opinion of management,  the accompanying  unaudited interim  consolidated
financial   statements  of  Eaton  Vance  Corp.  (the  "Company")   include  all
adjustments,  consisting of normal recurring  adjustments,  necessary to present
fairly the results for the interim periods in accordance with generally accepted
accounting   principles.   Such  financial  statements  have  been  prepared  in
accordance  with  the  instructions  to Form  10-Q  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  have been omitted pursuant to such rules and regulations.
As a result,  these financial  statements should be read in conjunction with the
audited  consolidated  financial  statements  and related notes  included in the
Company's latest annual report on Form 10-K.

(2) INVESTMENTS IN AFFILIATES

The Company has a 21 percent investment in Lloyd George Management (BVI) Limited
(LGM),  an  independent  investment  management  company based in Hong Kong that
manages a series of emerging market mutual funds  sponsored by the Company.  The
Company's  investment in LGM was $7.5 million and $7.8 million at April 30, 1998
and October 31, 1997. At April 30, 1998, the Company's  investment  exceeded its
share of the underlying net assets of LGM by $5.8 million.  This excess is being
amortized over a twenty-year period.

(3) STOCK OPTION PLANS

The Company has a Stock Option Plan  administered by the Option Committee of the
Board of Directors  under which stock options may be granted to key employees of
the  Company.  No stock  options may be granted  under the plan with an exercise
price of less  than the fair  market  value of the  stock at the time the  stock
option is granted. The options expire five years from the date of grant and vest
over a two-, three- or four year period as stipulated in each grant.

Stock  option  transactions  under the current  plan and  predecessor  plans are
summarized as follows:

- -------------------------------------------------------------------------------
                                                                      Weighted
                                                                       Average 
                                                Shares          Exercise Price
- -------------------------------------------------------------------------------
Balance, October 31, 1996                    1,433,294            $      11.73
Granted                                        496,396                   21.02
Exercised                                    (489,619)                    9.63
Forfeited/Expired                            (118,826)                   13.29
- -------------------------------------------------------------------------------
Balance, October 31, 1997                    1,321,245                   12.60
- -------------------------------------------------------------------------------
Granted                                        326,853                   36.16
Exercised                                    (234,130)                   12.21
Forfeited/Expired                             (15,750)                   30.32
- -------------------------------------------------------------------------------
Balance, April 30, 1998                      1,398,218            $      21.09
===============================================================================


                                       8
<PAGE>

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(3) STOCK OPTION PLANS (CONTINUED)

Outstanding  options to  subscribe to shares of  non-voting  common stock issued
under the current plan and predecessor plans are summarized as follows:


<TABLE>
                             Options Outstanding                                             Options Exercisable
- -------------------------------------------------------------------------------       ----------------------------------
                                    Weighted
                                                       Average        Weighted                                 Weighted
                                                     Remaining         Average                                  Average
                                Outstanding at     Contractual        Exercise         Exercisable as          Exercise
     Range of Exercise Prices          4/30/98            Life           Price            of  4/30/98             Price
- ------------------------------ ---------------- --------------- ---------------       ---------------- -----------------
<S><C>                                 <C>                 <C>          <C>                   <C>                <C>   
$11.48-$13.86                          247,217             1.6          $11.79                232,810            $11.76
$14.13-$15.54                          352,084             1.9           14.19                334,052             14.16
$21.44-$22.96                          482,564             3.6           21.01                169,844             20.95
$35.69-$35.94                          289,956             4.5           35.69                      -                 -
$39.26                                  18,100             4.5           39.26                      -                 -
$46.25                                   8,297             4.9           46.25                      -                 -
- -------------------------------------------------------------------------------       ----------------------------------
                                     1,398,218             3.0          $21.09                736,706            $14.94
===============================================================================       ==================================
</TABLE>

(4) COMMON STOCK REPURCHASES

In the first six months of fiscal 1998, the Company  purchased 813,000 shares of
its non-voting common stock under its current share repurchase authorization.

(5) REGULATORY REQUIREMENTS

A subsidiary of the Company is subject to the Securities and Exchange Commission
uniform net capital rule (Rule 15c3-1) which requires the maintenance of minimum
net capital.  For purposes of this rule the  subsidiary  had net capital of $2.4
million at April 30, 1998,  which  exceeded the net capital  requirement of $0.4
million as of that date. The ratio of aggregate  indebtedness  to net capital at
April 30, 1998 was 2.27 to 1.

(6) REAL ESTATE INVESTMENTS

Real estate investments held at April 30, 1998 and October 31, 1997 follow:

                                        April 30,                October 31,
                                         1998                       1997
                                  ----------------------------------------------
                                                 (in thousands)
 Buildings                        $       15,904           $       18,254
 Land                                      2,279                    2,279
                                  ----------------------------------------------
   Total                                  18,183                   20,533
 Less: Accumulated depreciation            4,714                    4,495
                                  ----------------------------------------------
   Total                          $       13,469           $       16,038
                                  ==============================================

                                       9
<PAGE>

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(6) REAL ESTATE INVESTMENTS (CONTINUED)

In the first quarter of 1998, the Company committed to a plan to sell a building
and shopping  center in Troy, New York and recognized a pre-tax  impairment loss
of $2.6 million based on the estimated net realizable value of the property.  At
April 30, 1998, the carrying value of the property was $3.6 million.

In  1997,  the  Company  committed  to a plan to sell two  industrial  warehouse
buildings  located in  Springfield,  Massachusetts  and Colonie,  New York and a
shopping center in Goffstown, New Hampshire. The estimated net realizable values
of the buildings exceeds their respective carrying values of $1.5 million,  $1.6
million and $5.5 million at April 30, 1998.

(7) UNREALIZED SECURITIES HOLDING GAINS AND LOSSES

The Company has classified as available-for-sale  securities having an aggregate
fair value of  approximately  $94.5  million and $93.6 million at April 30, 1998
and  October  31,  1997,  respectively.   These  securities  are  classified  as
"Short-term  investments,"  "Investments  in investment  companies,"  and "Other
investments"  on the Company's  consolidated  balance sheets.  Gross  unrealized
gains of  approximately  $5.5  million  and $6.7  million at April 30,  1998 and
October 31, 1997,  respectively,  and gross  unrealized  losses of approximately
$4.5  million  and  $2.8  million  at  April  30,  1998 and  October  31,  1997,
respectively,  have been  excluded  from  earnings  and  reported  as a separate
component of shareholders' equity, net of deferred taxes.

 (8) EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

Effective   November  1,  1997,  the  Company  adopted  Statement  of  Financial
Accounting Standards (SFAS) No. 128, "Earnings per Share." SFAS No. 128 requires
that the Company retroactively restate prior period earnings per share data. The
impact on previously reported earnings per share is not material.

(9) RECLASSIFICATIONS

Certain  prior year  amounts have been  reclassified  to conform to current year
presentation.

                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The  Company's  primary  sources  of revenue  are  investment  adviser  fees and
distribution  fees received from the Eaton Vance funds and adviser fees received
from  separately  managed  accounts.  These fees are generally  based on the net
asset value of the  investment  portfolios  managed by the Company and fluctuate
with changes in the total value of the assets under  management.  The  Company's
major  expenses,  other than the  amortization  of deferred  sales  commissions,
include employee compensation, occupancy costs, service fees and other marketing
costs.

RESULTS OF OPERATIONS

QUARTER ENDED APRIL 30, 1998 COMPARED TO QUARTER ENDED APRIL 30, 1997

The Company  reported  earnings of $11.4 million or $0.60 per share (diluted) in
the second  quarter of 1998  compared to  earnings of $9.5  million or $0.49 per
share (diluted) in the second quarter of 1997.

Assets  under  management  of $25.5  billion  on April 30,  1998 were 42 percent
higher than the $18.0 billion  reported a year earlier on April 30, 1997.  Asset
growth increased as a result of the strong sales of the company's stock and bank
loan funds,  a $1.2 billion  private  placement of an equity fund and  improving
sales of bond funds.  Mutual fund sales of $4.0 billion in the second quarter of
1998 were 150  percent  higher  than the $1.6  billion  reported  in the  second
quarter of 1997.

Total revenue  increased $12.3 million to $60.0 million in the second quarter of
1998 from $47.7 million in the second  quarter of 1997.  Investment  adviser and
administration  fees  increased  by 31  percent  to $36.5  million in the second
quarter of fiscal 1998 from $27.9 million in the second  quarter of fiscal 1997,
primarily  as a result of the growth in total assets  under  management  and the
change in the  Company's  product  mix.  Distribution  income  increased by $3.6
million or 20 percent to $21.8 million in the second  quarter of 1998 from $18.2
million a year earlier due to an increase in spread-commission fund assets under
management.

Total  operating  expenses  increased to $41.9 million in the second  quarter of
1998 from $31.5 million in the second  quarter of 1997.  The increases  noted in
both compensation and other expenses were primarily the result of an increase in
sales incentives and other marketing expenses associated with higher mutual fund
sales  and  private  placements.  Amortization  of  deferred  sales  commissions
increased to $15.5 million in the second quarter of 1998,  from $13.5 million in
the second  quarter of 1997  primarily due to the increase in gross sales of the
Company's spread commission funds.

Interest  income  increased  88 percent to $1.5  million  from $0.8 million as a
result of the increase in short term investments.

SIX MONTHS ENDED APRIL 30, 1998 COMPARED TO THE SIX MONTHS ENDED APRIL 30, 1997

The Company earned $22.3 million or $1.17 per share  (diluted) in the first half
of 1998 compared to $19.5 million or $1.01 per share (diluted) in the first half
of  1997.  Operating  results  for the  first  half of 1998  include  a  pre-tax
impairment  loss on real  estate of $2.6  million  resulting  from  management's
decision to offer for sale all real estate  properties owned but not occupied by
Eaton Vance.

                                       11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (CONTINUED)

Total revenue  increased  $19.7  million or 21 percent to $115.3  million in the
first half of 1998 from  $95.6  million in the first half of 1997 as a result of
greater average assets under management.  Investment  adviser and administration
fees increased to $69.8 million from $55.2 million  primarily as a result of the
growth in total assets under management and the change in the Company's  product
mix.  Distribution income also increased to $42.2 million from $37.2 million due
to an increase in spread-commission fund assets under management.

Total  operating  expenses  increased to $79.4 million in the second  quarter of
1998 from $63.9 million in the second  quarter of 1997.  The increases  noted in
both compensation and other expenses were primarily the result of an increase in
sales incentives and other marketing expenses associated with higher mutual fund
sales  and  private  placements.  Amortization  of  deferred  sales  commissions
increased  to $30.1 in the  second  quarter  of 1998,  from  $26.8 in the second
quarter of 1997  primarily  due to the increase in gross sales of the  Company's
spread commission funds.

Interest  income  increased  59 percent to $2.7  million  from $1.7 million as a
result of the increase in short term investments. The pre-tax impairment loss of
$2.6 million  resulted  from a decision to sell a property  which had a carrying
value in excess of its net realizable value.

LIQUIDITY AND CAPITAL RESOURCES

Cash, cash  equivalents  and short-term  investments  aggregated  $101.1 million
April 30, 1998, a decrease of $39.4 million from October 31, 1997.

Operating  activities  reduced cash and cash  equivalents by $2.4 million in the
first  half of 1998.  In the  first  six  months  of 1997  operating  activities
generated cash of $15.0 million. Cash used for operating activities in the first
half of 1998 can primarily be attributed  to the  significant  increase in sales
commissions paid associated with the increase in mutual fund sales and a private
placement.  Sales commissions paid totaled $68.5 million in the first six months
of 1998 compared to $31.3 million in the first six months of 1997.

Investing  activities,   consisting  primarily  of  the  purchase  and  sale  of
short-term investments, reduced cash and cash equivalents by $1.4 million in the
first half of 1998  compared  to $17.6  million  in the first half of 1997.  The
primary use of cash in the first three months of 1998 was the purchase of $120.3
million in  short-term  investments  following  the sale of  certain  short-term
marketable securities.

Financing  activities  reduced cash and cash equivalents by $34.2 million in the
first  half of 1998  compared  to  $11.1  million  in the  first  half of  1997.
Significant  financing  activities  during the first half of 1998  included  the
repurchase of 813,000 shares of the Company's  non-voting common stock under its
authorized  repurchase  program.  The Company's  dividend increased to $0.24 per
share in the first half of 1998 compared to $0.20 per share in the first half of
1997.

At April 30, 1998,  the Company had  borrowings of $7.0 million under its senior
unsecured revolving credit facility.

The Company  anticipates that cash flows from operations and available debt will
be sufficient to meet the Company's  foreseeable  cash  requirements and provide
the Company with the financial  resources to take advantage of strategic  growth
opportunities.

                                       12
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

From time to time,  information  provided by the Company or information included
in its filings with the  Securities  and  Exchange  Commission  (including  this
Quarterly  Report on Form 10-Q) may contain  statements which are not historical
facts,  for  this  purpose  referred  to as  "forward-looking  statements."  The
Company's  actual future results may differ  significantly  from those stated in
any  forward-looking  statements.  Important  factors  that could  cause  actual
results  to differ  materially  from  those  indicated  by such  forward-looking
statements include, but are not limited to, the factors discussed below.

The  Company  is  subject  to  substantial  competition  in all  aspects  of its
business.  The  Company's  ability  to  market  investment  products  is  highly
dependent on access to the retail distribution  systems of national and regional
securities  dealer  firms,  which  generally  offer  competing   internally  and
externally  managed investment  products.  Although the Company has historically
been successful in gaining access to these  channels,  there can be no assurance
that it will  continue to do so. The  inability to have such access could have a
material adverse effect on the Company's business.

There  are few  barriers  to  entry  by new  investment  management  firms.  The
Company's funds compete against an ever increasing number of investment products
sold to the public by investment dealers,  banks, insurance companies and others
that sell tax-free  investments,  taxable  income funds,  equity funds and other
investment products.  Many institutions  competing with the Company have greater
resources  than the  Company.  The  Company  competes  with other  providers  of
investment  products  offered,  the  investment  performance  of such  products,
quality of service,  fees  charged,  the level and type of sales  representative
compensation, the manner in which such products are marketed and distributed and
the services provided to investors.

The Company  derives  almost all of its  revenues  from  investment  adviser and
administration  fees and distribution income received from the Eaton Vance funds
and separately managed accounts.  As a result, the Company is dependent upon the
contractual  relationships it maintains with these funds and separately  managed
accounts.  In the event  that any of the  management  contracts,  administration
contracts, underwriting contracts or service agreements are not renewed pursuant
to the terms of these contracts or agreements,  the Company's  financial results
may be adversely affected.

The major sources of revenue for the Company - i.e., investment adviser fees and
distribution income, - are calculated as percentages of assets under management.
A decline in  securities  prices in general  would  reduce fee income.  If, as a
result of inflation,  expenses rise and assets under management  decline,  lower
fee income and higher  expenses  will reduce or eliminate  profits.  If expenses
rise and assets rise,  bringing increased fees to offset the increased expenses,
profits may not be affected by inflation.  There is no predictable  relationship
between changes in financial assets under management and the rate of inflation.

                                       13
<PAGE>







                                     PART II



                                OTHER INFORMATION
















                                       14
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

         Each Exhibit is listed in this index  according to the number  assigned
         to it in the exhibit table set forth in Item 601 of Regulation S-K. The
         following  Exhibits are filed as a part of this Report or  incorporated
         herein by  reference  pursuant  to Rule  12b-32  under  the  Securities
         Exchange Act of 1934:

         Exhibit No.       Description

         27.1              Financial Data Schedule as of April 30, 1998 (filed
                           herewith - electronic filing only).

(b)      REPORTS ON FORM 8-K

         None.











                                       15

<PAGE>

                                   SIGNATURES



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



                                       EATON VANCE CORP.
                                         (Registrant)




DATE: June 11, 1998                 /s/William M. Steul
                            -------------------------------------
                                        (Signature)
                                      William M. Steul
                                   Chief Financial Officer



DATE: June 11, 1998                /s/Laurie G. Russell
                            -------------------------------------
                                        (Signature)
                                      Laurie G. Russell
                                   Chief Accounting Officer

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<ARTICLE> 5
<CIK> 0000350797
<NAME> EATON VANCE CORP.
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          OCT-31-1998
<PERIOD-END>                               APR-30-1998
<CASH>                                           23992
<SECURITIES>                                     77072
<RECEIVABLES>                                     3240
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                124791
<PP&E>                                            2436
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  373942
<CURRENT-LIABILITIES>                            36675
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           560
<OTHER-SE>                                      215373
<TOTAL-LIABILITY-AND-EQUITY>                    373942
<SALES>                                              0
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<CGS>                                                0
<TOTAL-COSTS>                                    79410
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                1996
<INCOME-PRETAX>                                  36791
<INCOME-TAX>                                     14452
<INCOME-CONTINUING>                              22339
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     22339
<EPS-PRIMARY>                                     1.22
<EPS-DILUTED>                                     1.17
        

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