SEI CORP
10-Q, 1995-05-11
INVESTMENT ADVICE
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q


(Mark One)*
   X   Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ------                                                                     
Exchange Act of 1934 for the quarterly period ended MARCH 31, 1995 or
                                                    --------------   
        Transition report pursuant to Section 13 or 15(d) of the Securities
- ------                                                                    
Exchange Act of 1934 for the transition period from _________ to _________

                                    0-10200
- --------------------------------------------------------------------------------
                           (Commission File Number)


                                SEI CORPORATION
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


        PENNSYLVANIA                                      23-1707341
- ---------------------------------              ---------------------------------
 (State or other jurisdiction of                        (IRS Employer
  incorporation or organization)                     Identification Number)


           680 EAST SWEDESFORD ROAD, WAYNE, PENNSYLVANIA  19087-1658
- --------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (610) 254-1000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                      N/A
- --------------------------------------------------------------------------------
  (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 the past 90 days.  Yes X  No___
                                       ---       

*APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes___ No___

*APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 31, 1995: 18,815,859 shares of common stock, par value
$.01 per share.
<PAGE>
 
PART I.  FINANCIAL INFORMATION
- -------  ---------------------

Item 1.  Financial Statements
- -------  --------------------

                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                                (In thousands)

<TABLE>
<CAPTION>
                                               March 31, 1995        December 31, 1994
                                               --------------        -----------------
                                                (unaudited)      
                                                                 
Assets                                                           
- ------                                                           
<S>                                            <C>                   <C> 
Current assets:                                                  
                                                                 
Cash and cash equivalents                          $12,858               $ 20,232
Receivables, net                                    27,134                 27,961
Receivables from regulated investment companies      7,818                  6,286
Deferred income taxes                                2,596                  2,220
Prepaid expenses                                     2,140                  2,438
                                                    ------                -------
                                                                 
        Total current assets                        52,546                 59,137
                                                    ------                -------
                                                                 
Property and equipment, net                         29,190                 30,496
                                                    ------                -------
                                                                 
Other assets:                                                    
                                                                 
Investments available for sale                       5,186                     --
Customer lists, net                                  2,768                  2,940
Goodwill, net                                        4,205                  4,462
Other assets, net                                    5,751                  5,292
                                                    ------                -------
        Total other assets, net                     17,910                 12,694
                                                    ------                -------
                                                                 
        Total Assets                               $99,646               $102,327
                                                    ======                =======
</TABLE>





       The accompanying notes are an integral part of these statements.

                                       2
<PAGE>
 
                          CONSOLIDATED BALANCE SHEETS
                          ---------------------------
                       (In thousands, except par value)


<TABLE>
<CAPTION>
                                                        March 31, 1995             December 31, 1994
                                                        --------------             -----------------
                                                          (unaudited)          
                                                                               
Liabilities and Shareholders' Equity                                           
- ------------------------------------                                           
<S>                                                     <C>                        <C> 
Current liabilities:                                                           
                                                                               
Accounts payable                                            $ 6,844                     $ 5,909
Accrued compensation                                          6,288                      15,347
Other accrued liabilities                                    20,116                      18,642
Deferred revenue                                              9,921                       9,760
                                                             ------                     -------
                                                                               
        Total current liabilities                            43,169                      49,658
                                                             ------                     -------

                                                                               
Deferred income taxes                                           683                       1,360
                                                             ------                     -------
                                                                               
Shareholders' equity:                                                          
                                                                               
Common stock, $.01 par value, 100,000 shares                                   
 authorized; 18,816 and 18,781 shares issued                                   
 and outstanding                                                188                         188
Capital in excess of par value                               50,106                      47,406
Retained earnings                                             5,456                       3,823
Cumulative translation adjustments                              (68)                       (108)
Unrealized holding gain on investments                          112                          --
                                                             ------                     -------
                                                                               
Total shareholders' equity                                   55,794                      51,309
                                                             ------                     -------
                                                                               
Total Liabilities and Shareholders' Equity                  $99,646                    $102,327
                                                             ======                     =======
</TABLE> 



       The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
 
                       CONSOLIDATED STATEMENTS OF INCOME
                       ---------------------------------
                                  (unaudited)
                     (In thousands, except per share data)

<TABLE> 
<CAPTION> 
                                                           Three Months
                                                  ------------------------------
                                                          Ended March 31,
                                                  ------------------------------
                                                       1995             1994
                                                       ----             ----
<S>                                                  <C>              <C>
Revenues                                             $64,728          $63,693
                                            
Expenses:                                   
  Operating and development                           36,164           38,358
  Sales and marketing                                 16,410           14,071
  General and administrative                           4,178            4,169
                                                      ------           ------
                                                              
Income before interest and income taxes                7,976            7,095
Interest income, net                                    (162)             (71)
                                                      ------           ------
                                                              
Income before income taxes                             8,138            7,166
Income taxes                                           3,255            2,795
                                                      ------           ------
                                                              
Net income                                           $ 4,883          $ 4,371
                                                      ======           ======
                                                              
Earnings per common and common equivalent                     
   share (primary and fully diluted)                 $   .25          $   .21
                                                      ======           ======
</TABLE>




       The accompanying notes are an integral part of these statements.

                                       4
<PAGE>
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     -------------------------------------
                                  (unaudited)
                                (In thousands)


<TABLE> 
<CAPTION> 
                                                                         Three Months
                                                                ------------------------------
                                                                        Ended March 31,
                                                                ------------------------------
                                                                     1995             1994
                                                                     ----             ----
<S>                                                                 <C>             <C>
Cash flows from operating activities:                  
Net income                                                          $ 4,883         $ 4,371
Adjustments to reconcile net income                    
   to net cash provided by operating activities:       
     Depreciation and amortization                                    3,723           4,037
     Tax benefit on stock options exercised                             775           1,488
     Other                                                           (1,532)           (890)
     Change in current assets and liabilities:         
       Decrease (increase) in                          
        Receivables                                                     827          (2,805)
        Receivables from regulated investment companies              (1,532)           (182)
        Prepaid expenses                                                298             207
       Increase (decrease) in                                   
        Accounts payable                                                935            (596)
        Accrued compensation                                         (9,059)         (5,823)
        Other accrued liabilities                                     2,977           2,569
        Deferred revenue                                                161             641
                                                                     ------          ------
       Net cash provided by operating activities                      2,456           3,017
                                                                     ------          ------ 
Cash flows from investing activities:                  
    Purchase of investments available for sale                       (5,000)             --
    Additions to property and equipment,           
    including capitalized software                                   (2,002)         (1,801)
                                                                     ------          ------
    Net cash used in investing activities                            (7,002)         (1,801)
                                                                     ------          ------
                                                       
Cash flows from financing activities:                  
        Purchase and retirement of common stock                      (3,794)        (12,189)
        Proceeds from issuance of common stock                        2,469           2,423 
        Payment of dividend                                          (1,503)         (1,150)
                                                                     ------          ------
       Net cash used in financing activities                         (2,828)        (10,916)
                                                                     ------          ------
                                                       
Net decrease in cash and cash equivalents                            (7,374)         (9,700)  
                                                       
Cash and cash equivalents, beginning of period                       20,232          17,898
                                                                     ------          ------

Cash and cash equivalents, end of period                            $12,858         $ 8,198
                                                                     ======          ======
</TABLE>



       The accompanying notes are an integral part of these statements.

                                       5
<PAGE>
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  ------------------------------------------



Note 1.  Summary Financial Information and Results of Operations - In the
         -------------------------------------------------------
         opinion of the Company, the accompanying unaudited Consolidated
         Financial Statements contain all adjustments (consisting of only normal
         recurring adjustments) necessary to present fairly the financial
         position as of March 31, 1995, and the results of operations and cash
         flows for the three months ended March 31, 1995 and 1994.

         Interim Financial Information
         -----------------------------
         While the Company believes that the disclosures presented are adequate
         to make the information not misleading, these Consolidated Financial
         Statements should be read in conjunction with the Consolidated
         Financial Statements and the notes included in the Company's latest
         annual report on Form 10-K.

         Property and Equipment
         ----------------------
         Property and equipment on the accompanying Consolidated Balance Sheets
         consist of the following:

<TABLE> 
<CAPTION> 
                                                                                             Estimated
                                                                                            Useful Lives
                                                   March 31, 1995     December 31, 1994      (In Years)
                                                   --------------     -----------------      ----------
            <S>                                    <C>                <C>                   <C> 
            Equipment                                $47,135,000           $46,091,000                3
            Buildings, furniture and fixtures         20,608,000            20,612,000          3 to 39
            Leasehold improvements                     9,539,000             9,485,000       Lease Term
            Purchased software                         8,669,000             8,625,000                3
            Capitalized software                       5,735,000             5,376,000                3
            Information database                       4,380,000             4,380,000               10
            Land                                       4,065,000             4,065,000              N/A
            Construction in progress                   1,528,000             1,148,000              N/A
                                                     -----------            ----------
                                                            
                                                     101,659,000            99,782,000
                                                            
            Less: Accumulated depreciation                              
               and amortization                      (72,469,000)          (69,286,000)
                                                      ----------            ----------
                                                            
                                                     $29,190,000           $30,496,000
                                                      ==========            ==========                                  
</TABLE> 


         Property and equipment are stated at cost. Depreciation and
         amortization are computed using the straight-line method over the
         estimated useful life of each asset. Expenditures for renewals and
         betterments are capitalized, while maintenance and repairs are charged
         to expense when incurred.

         Statements of Cash Flows
         ------------------------
         For purposes of the Consolidated Statements of Cash Flows, the Company
         considers investment instruments purchased with an original maturity of
         three months or less to be cash equivalents.

         Supplemental disclosures of cash received/paid during the three months
         ended March 31:

<TABLE>
<CAPTION>
                                                                  1995             1994
                                                                  ----             ----
          <S>                                                 <C>                 <C>
          Interest received                                   $  186,000          $100,000
          Income taxes paid (Federal and state)               $1,109,000          $936,000
</TABLE>

         Interest paid during the three months ended March 31, 1995 and 1994 was
         immaterial.

         Reclassifications
         -----------------
         Prior period financial statements have been reclassified to conform
         with the current quarter's presentation.

                                       6
<PAGE>
 
Note 2.  Investments Available for Sale - The Company accounts for investments
         ------------------------------
         pursuant to Statement of Financial Accounting Standards No. 115,
         "Accounting for Certain Investments in Debt and Equity Securities"
         ("SFAS 115"). SFAS 115 requires that debt and equity securities
         classified as available for sale be reported at market value. Prior to
         January 1, 1995, the Company had no material investments which would
         have been accounted for pursuant to SFAS 115. Unrealized holding gains
         and losses on these securities are reported as a separate component of
         Shareholders' equity. Investments available for sale consists of mutual
         funds sponsored by the Company which are primarily invested in equity
         securities.

         At March 31, 1995, Investments available for sale had a cost of
         $5,000,000 and a market value of $5,186,000. At that date, $186,000 of
         net unrealized gains on securities was included in Investments
         available for sale. Gross unrealized gains and unrealized losses were
         $194,000 and $8,000, respectively. The net change in unrealized gains
         on Investments available for sale was $112,000 (net of income taxes)
         for the three months ended March 31, 1995, and is included as a
         separate component of Shareholders' equity on the accompanying
         Consolidated Balance Sheets.

Note 3.  Earnings Per Share - The Company utilizes the modified treasury stock
         ------------------
         method to compute earnings per share since common share equivalents at
         the end of the period exceeded 20 percent of the number of common
         shares outstanding. Earnings per common and common equivalent share
         (primary earnings per share) is computed using the weighted average
         number of common shares and common share equivalents (stock options)
         outstanding. Earnings per share, assuming full dilution (fully diluted
         earnings per share), is based upon an increased number of shares that
         would be outstanding assuming exercise of stock options when the
         Company's stock price at the end of the period is higher than the
         average price within the respective period. If the inclusion of common
         stock equivalents has an anti-dilutive effect in the aggregate, it is
         excluded from the earnings per chare calculation. For the three months
         ended March 31, 1995 and 1994, the weighted average shares outstanding
         for primary earnings per share were 19,522,000 and 20,818,000,
         respectively. Fully diluted earnings per share were not materially
         different from the primary earnings per share indicated.
 
Note 4.  Receivables - Receivables on the accompanying Consolidated Balance
         -----------
         Sheets consist of the following:

<TABLE> 
<CAPTION> 
                                                       March 31, 1995            December 31, 1994
                                                       --------------            -----------------
         <S>                                           <C>                       <C>
                                                 
         Trade receivables                               $14,522,000                 $15,433,000
         Fees earned, not received                         7,320,000                   7,895,000
         Fees earned, not billed                           7,092,000                   6,433,000
                                                          ----------                  ----------
                                                          28,934,000                  29,761,000
                                                 
         Less:  Allowance for doubtful accounts           (1,800,000)                 (1,800,000)
                                                          ----------                  ----------
                                                 
                                                         $27,134,000                 $27,961,000
                                                          ==========                  ==========
</TABLE>

         Fees earned, not received represent brokerage commissions earned but
         not yet collected. Fees earned, not billed represent cash receivables
         earned but unbilled and result from timing differences between services
         provided and contractual billing schedules.

         Receivables from regulated investment companies on the accompanying
         Consolidated Balance Sheets represent administration and distribution
         fees collected from the Company's wholly owned subsidiaries, SEI
         Financial Management Corporation and SEI Financial Services Company,
         for management and distribution services provided by these subsidiaries
         to various regulated investment companies.

                                       7
<PAGE>
 
Note 5.  Debt - The Company has a line of credit agreement (the "Agreement")
         ----
         with a bank which provides for borrowing of up to $20,000,000. The
         Agreement ends on May 31, 1995, at which time the outstanding principal
         balance, if any, becomes payable unless the Agreement is extended. The
         Company is obligated to pay a commitment fee equal to one-eighth
         percent per annum on the average daily unused portion of the
         commitment. The Company had no outstanding debt as of March 31, 1995
         and December 31, 1994.

Note 6.  Common Stock Buyback - The Board of Directors has authorized the
         --------------------
         purchase of the Company's common stock on the open market or through
         private transactions of up to an aggregate of $150,729,000. The Company
         purchased 215,000 shares at a cost of $3,794,000 during the first
         quarter of 1995. Through March 31, 1995, a total of 12,035,000 shares
         at an aggregate cost of $141,148,000 have been repurchased and retired.

         The Company immediately retires its common stock when purchased. Upon
         retirement, the Company reduces Capital in excess of par value for the
         average capital per share outstanding and the remainder is charged
         against Retained earnings. If the Company reduces its Retained earnings
         to zero, any subsequent purchases of common stock will be charged
         entirely to Capital in excess of par value.

Note 7.  Dividend - On December 15, 1994, the Board of Directors declared a cash
         --------
         dividend of $.08 per share on the Company's common stock, which was
         paid on January 19, 1995 to shareholders of record on December 23,
         1994.

         The Board of Directors has indicated its intention to pay future
         dividends on a semiannual basis.

Note 8.  Segment Information - The Company has organized its operations around
         -------------------
         the markets to which it delivers products and services: Trust and
         Banking and Fund Sponsor/Investment Advisory. The Trust and Banking
         market provides information processing and software services, the
         distribution and administration of mutual funds and other financial
         products, recordkeeping services, performance measurement, and
         consulting services to banks. This market also provides custody and
         back-office support services to financial institutions. The Fund
         Sponsor/Investment Advisory market provides performance measurement,
         consulting, recordkeeping services, and investment solutions to plan
         sponsors and money managers along with strategic asset planning
         services to pension plans.

         The following tables highlight certain financial information about each
         of the Company's segments for the three months ended March 31, 1995 and
         1994.

                                       8
<PAGE>
 
                                SEI CORPORATION
                               BUSINESS SEGMENTS
                                  (unaudited)


<TABLE> 
<CAPTION> 
                                           Trust and       Fund Sponsor/        General      
                                           Banking      Investment Advisory     and Admin.      Consolidated
                                           -------      -------------------     ----------      ------------
                                                                                             
                                                   For the Three-Month Period Ended March 31, 1995
                                    ----------------------------------------------------------------------------
<S>                                      <C>                <C>                <C>              <C> 
Revenues                                 $46,857,000        $17,871,000                         $64,728,000
                                          ==========         ==========                          ==========
Operating profit(loss)                   $12,591,000        $  (437,000)                        $12,154,000
                                          ==========         ==========                      
General and administrative expenses                                            $4,178,000         4,178,000
                                                                                =========    
                                                                                             
Interest income, net                                                                               (162,000)
                                                                                                 ----------
Income before income taxes                                                                      $ 8,138,000
                                                                                                 ==========
Depreciation and amortization            $ 2,723,000        $   922,000        $   78,000       $ 3,723,000
                                          ==========         ==========         =========        ==========
                                                                                             
Capital expenditures including                                                               
 capitalized software                    $ 1,358,000        $   251,000        $  393,000       $ 2,002,000
                                          ==========         ==========         =========        ==========
                                                                                             
                                                   For the Three-Month Period Ended March 31, 1994
                                    ----------------------------------------------------------------------------
                                                                                             
Revenues                                 $44,697,000        $18,996,000                         $63,693,000
                                          ==========         ==========                          ==========
Operating profit(loss)                   $11,589,000        $  (325,000)                        $11,264,000
                                          ==========         ==========
General and administrative expenses                                            $4,169,000         4,169,000
                                                                                =========
Interest income, net                                                                                (71,000)
                                                                                                -----------
                                                                                             
Income before income taxes                                                                     $  7,166,000
                                                                                                ===========
                                                                                             
Depreciation and amortization            $ 3,265,000        $   687,000        $   85,000      $  4,037,000
                                          ==========         ==========         =========       ===========
                                                                                             
Capital expenditures including                                                               
 capitalized software                    $ 1,590,000        $        --        $  211,000      $  1,801,000
                                          ==========         ==========         =========       ===========
</TABLE> 

                                       9

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



The Company operates primarily in two business markets:  Trust and Banking and
Fund Sponsor/ Investment Advisory.  Financial information on each of these
markets is reflected in Note 8 of the Notes to Consolidated Financial
Statements.

RESULTS OF OPERATIONS
- ---------------------

First Quarter Ended March 31, 1995 Compared to First Quarter Ended March 31,
1994

The Company's results of operations for the first quarter of 1995 included
revenues of $64,728,000, compared to $63,693,000 for the same period of 1994, an
increase of 2 percent from the prior quarter. Net income for the first quarter
of 1995 was $4,883,000 or $.25 per share, compared to $4,371,000 or $.21 per
share reported in the same period of 1994. Earnings per share for first quarter
1995 increased 19 percent over the prior year's corresponding quarter. Assets
under management at March 31, 1995 were $50.7 billion compared to $39.7 billion
at March 31, 1994, an increase of 28 percent. Included in these assets are
proprietary fund balances of $30.4 billion at March 31, 1995 and $21.8 billion
at March 31, 1994, an increase of 39 percent. The Company's continued focus on
total company and market unit profitability and ongoing internal process
improvements continue to exert a positive impact on earnings.

TRUST AND BANKING - Revenues from Trust and Banking for the three months ended
- -----------------
March 31, 1995 and 1994 were $46,857,000 and $44,697,000, respectively.

<TABLE> 
<CAPTION> 
                                        TRUST AND BANKING REVENUES
                                        --------------------------
                      
                                        1ST QTR           1ST QTR          DOLLAR        PERCENT
                                         1995              1994            CHANGE         CHANGE
                                         ----              ----            ------         ------
<S>                                   <C>              <C>               <C>             <C> 
                                                                    
Trust systems                         $25,564,000      $22,742,000       $2,822,000         12%
Financial services                     16,199,000       16,282,000          (83,000)        (1%)
Brokerage services                      3,175,000        2,915,000          260,000          9%
Defined contribution services           1,112,000        1,629,000         (517,000)       (32%)
Consulting and evaluation                                           
  services                                807,000        1,129,000         (322,000)       (29%)     
                                       ----------       ----------        ---------
                                                                    
  Total                               $46,857,000      $44,697,000       $2,160,000          5%
                                       ==========       ==========        =========
</TABLE> 

The $2,160,000 or 5 percent increase in this segment's revenues was due
primarily to an increase in trust processing fees from new and existing clients
and an increase in one-time implementation fees. The $2,822,000 or 12 percent
growth in trust systems revenue was offset by declines in the defined
contribution and consulting and evaluation business lines. Financial services
revenue remained relatively flat from a year ago due primarily to the Company's
decision to no longer participate in front-end sales loads for a certain mutual
fund complex, a continued shift from higher-fee investment products to lower-fee
investment products, and the sale of lower-fee proprietary funds. Proprietary
fund balances in this segment increased 33 percent to $27.4 billion at March 31,
1995. Revenues are expected to expand in 1995 due to continued growth in assets
from bank proprietary funds and from new products.

                          TRUST AND BANKING EXPENSES
                          --------------------------

<TABLE> 
<CAPTION> 
                                        1ST QTR           1ST QTR          DOLLAR        PERCENT
                                         1995              1994            CHANGE         CHANGE
                                         ----              ----            ------         ------
<S>                                   <C>              <C>               <C>             <C> 
Operating and development             $24,316,000      $26,116,000       $(1,800,000)      (7%)
Sales and marketing                   $ 9,950,000      $ 6,992,000       $ 2,958,000       42%
</TABLE> 

                                      10
<PAGE>
 
The $1,800,000 or 7 percent decrease in operating and development expense was
primarily due to a decrease in production and depreciation expenses. The
$2,958,000 or 42 percent increase in sales and marketing expense was due
primarily to increases in travel and promotional expenses, along with an
increase in consulting expense. Operating profit from Trust and Banking for the
three months ended March 31, 1995 was $12,591,000, an increase of $1,002,000 or
9 percent from the $11,589,000 for the corresponding quarter of 1994. Operating
margins increased to 27 percent for the three months ended March 31, 1995
compared to 26 percent for the three months ended March 31, 1994. Continued
growth in revenues and assets from new and existing products and services, along
with ongoing cost containment programs, should enable this market to expand both
operating profits and margins in 1995.

FUND SPONSOR/INVESTMENT ADVISORY - Revenues from Fund Sponsor/Investment
- --------------------------------
Advisory for the three months ended March 31, 1995 and 1994 were $17,871,000 and
$18,996,000, respectively.


                   FUND SPONSOR/INVESTMENT ADVISORY REVENUES
                   -----------------------------------------

<TABLE> 
<CAPTION> 
                                        1ST QTR           1ST QTR          DOLLAR          PERCENT
                                         1995              1994            CHANGE           CHANGE
                                         ----              ----            ------           ------
<S>                                   <C>              <C>               <C>               <C> 
Consulting and evaluation                                                           
  services                            $ 5,186,000      $ 7,708,000       $(2,522,000)        (33%)
Brokerage services                      4,936,000        5,273,000          (337,000)         (6%)
Asset management services               4,672,000        3,777,000           895,000          24%
Financial services                      2,759,000        1,625,000         1,134,000          70%
Defined contribution services             318,000          613,000          (295,000)        (48%)     
                                        ---------        ---------         ---------   
                                                                                    
  Total                               $17,871,000      $18,996,000       $(1,125,000)         (6%)
                                       ==========       ==========         =========    
</TABLE> 

The $1,125,000 or 6 percent decrease in this segment's revenues is primarily
attributable to a decline in this segment's consulting business along with lower
revenues from the brokerage and defined contribution product lines. These
declines more than offset stronger growth in this segment's asset management and
financial service businesses. The 24 percent increase in asset management fees
is primarily a result of increased fees from Customized Asset Management Service
("CAMS"). Average fund balances in CAMS were $1.8 billion during the first
quarter of 1995, compared to $1.1 billion during the corresponding period of
1994, an increase of 64 percent. The $1,134,000 or 70 percent increase in
financial services revenue was due primarily from increased management fees from
the sale of non-bank proprietary funds and from SEI's Lifetime Asset Management
Program. Non-bank proprietary fund balances increased 150 percent from $1.2
billion at March 31, 1994 to $3.0 billion at March 31, 1995. Fund balances in
SEI's Lifetime Asset Management Program, a mutual fund asset allocation service
distributed through investment counselors, increased 74 percent from $384
million at March 31, 1994 to $669 million at March 31, 1995.


                   FUND SPONSOR/INVESTMENT ADVISORY EXPENSES
                   -----------------------------------------

<TABLE> 
<CAPTION> 
                                       1ST QTR           1ST QTR           DOLLAR        PERCENT
                                         1995              1994            CHANGE         CHANGE
                                         ----              ----            ------         ------
<S>                                   <C>              <C>               <C>             <C> 
Operating and development             $11,848,000      $12,242,000       $(394,000)        (3%)
Sales and marketing                   $ 6,460,000      $ 7,079,000       $(619,000)        (9%)
</TABLE> 

Operating and development expense remained relatively flat from the prior-year
period.  The $619,000 or 9 percent decrease in sales and marketing expense was
due primarily to a decrease in sales compensation and travel expenses.  The Fund
Sponsor/Investment Advisory market unit recorded an operating loss of $437,000
for the three months ended March 31, 1995 compared to an operating loss of
$325,000 in the corresponding period of 1994.  The larger operating loss in this
segment was primarily attributable to the decline in this segment's consulting
business along with further losses in the defined contribution retirement
business.  The Fund Sponsor/Investment Advisory market is expected to move
towards profitability due to stronger growth in this segment's asset management
business.

                                      11
<PAGE>
 
OTHER INCOME AND EXPENSES - General and administrative expenses for the three
- -------------------------
months ended March 31, 1995 and 1994 were $4,178,000 and $4,169,000,
respectively. General and administrative expenses remained relatively flat from
the prior year.

Interest income for the three months ended March 31, 1995 and 1994 was $162,000
and $71,000, respectively.  The increase in interest income is due primarily to
an increase in short-term interest rates and an increase in the average cash
balance invested during the first quarter of 1995 compared to the first quarter
of 1994.

LIQUIDITY AND CAPITAL RESOURCES - The Company's ability to generate cash
- -------------------------------
adequate to meet its needs results primarily from cash flow from operations and
its borrowing capacity.  The Company has a line of credit agreement which
provides for borrowings of up to $20,000,000 (See Note 5 of the Notes to
Consolidated Financial Statements).  At March 31, 1995, the Company's unused
sources of liquidity consisted primarily of cash and cash equivalents of
$12,858,000 and the entire line of credit of $20,000,000.  The availability of
the line of credit is subject to the Company's compliance with certain covenants
set forth in the agreement.  Cash flow generated from operations for the three
months ended March 31, 1995 and 1994 was $2,456,000 and $3,017,000,
respectively.  Since January 1994, the Company has purchased 1,495,000 shares at
a cost of $32.0 million, which includes 215,000 shares at a cost of $3.8 million
purchased during the first three months of 1995.  Capital expenditures,
including capitalized software development costs, for the three months ended
March 31, 1995 and 1994 were $2,002,000 and $1,801,000, respectively.  In 1994,
the Company purchased 90 acres of land for $4,065,000.  The Company plans to
construct a corporate campus on this site.  Construction in progress related to
this project was $1,528,000 at March 31, 1995.  This corporate campus is
expected to be completed in 1996 at a total estimated cost of $29,500,000,
including related expenditures.  The Company believes that excess cash provided
by operations and anticipated long-term borrowing arrangements will provide
adequate funds for all future costs relating to this campus.

The Company's operating cash flow, borrowing capacity, and liquidity should
provide adequate funds for continuing operations, continued investment in new
products and equipment, and its common stock repurchase program.

                                      12
<PAGE>
 
PART II.  OTHER INFORMATION
- --------  -----------------

ITEM 6.  EXHIBITS AND REPORTS ON REPORT 8-K
- -------  ----------------------------------

         (a)  The following is a list of exhibits filed as part of the Form 
              10-Q.

              Exhibit 11.  Earnings per share calculations.
              Exhibit 27.  Financial Data Schedule.


         (b)  Reports on Form 8-K

              There were no reports on Form 8-K filed for the three-month period
              ended March 31, 1995.

                                      13
<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.



                                 SEI CORPORATION



Date    May 11, 1995             By/s/         Cris Brookmyer
    ---------------------          --------------------------------------
                                               Cris Brookmyer
                                       Vice President and Controller

                                      14
<PAGE>
 
                       SEI CORPORATION AND SUBSIDIARIES
                       --------------------------------

                  EXHIBIT 11 - EARNINGS PER SHARE CALCULATION
                  -------------------------------------------

                  FOR THE THREE-MONTH PERIODS ENDED MARCH 31,
                  -------------------------------------------

<TABLE>
<CAPTION>
                                                     1995                    1994
                                                    ------                  ------
<S>                                               <C>                     <C>
                                                            
Earnings per common and common                              
   equivalent share (Primary EPS):                          
                                                            
   Net income                                     $ 4,883,000             $ 4,371,000
                                                   ==========              ==========
                                                            
   Weighted average number of                               
   shares issued and outstanding                   18,764,000              19,084,000
                                                            
   Dilutive effect (excess of                               
   number of shares issuable over                           
   number of shares assumed to be                           
   repurchased with the proceeds,                           
   using the average market price                           
   during the period) of                                    
   outstanding options                                758,000               1,734,000
                                                   ----------              ----------
   Adjusted weighted average number                         
   of shares outstanding                           19,522,000              20,818,000
                                                   ==========              ========== 
                                                            
   Earnings per common and common                           
   equivalent share                               $       .25             $       .21
                                                   ==========              ==========
</TABLE>

                                      15
<PAGE>
 
                       .SEI CORPORATION AND SUBSIDIARIES
                       ---------------------------------

                  EXHIBIT 11 - EARNINGS PER SHARE CALCULATION
                  -------------------------------------------

                  FOR THE THREE-MONTH PERIODS ENDED MARCH 31,
                  ------------------------------------------


<TABLE>
<CAPTION>
                                                              1995                    1994
                                                             ------                  ------
<S>                                                        <C>                     <C>
                                                                       
Earnings per common and common                                         
   equivalent share, assuming full dilution                            
   (Fully diluted EPS):                                                
                                                                       
   Net income                                              $ 4,883,000             $ 4,371,000
                                                            ==========              ==========
                                                                       
   Weighted average number of                                          
   shares issued and outstanding                            18,764,000              19,084,000
                                                                       
   Dilutive effect (excess of                                          
   number of shares issuable over                                      
   number of shares assumed to be                                      
   repurchased with the proceeds,                                      
   using the higher of the average market price                        
   or ending price during the period) of                               
   outstanding options                                         818,000               1,734,000
                                                            ----------              ----------
                                                                       
   Adjusted weighted average number                                    
   of shares outstanding, assuming full dilution            19,582,000              20,818,000
                                                            ==========              ==========
                                                                       
   Earnings per common and common                                      
   equivalent share, assuming full dilution                $       .25             $       .21
                                                            ==========              ==========
</TABLE>

                                      16

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
BALANCE SHEETS, CONSOLIDATED STATEMENTS OF INCOME AND IS QUALIFIED IN ITS 
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<EXCHANGE-RATE>                                      1
<CASH>                                          12,858
<SECURITIES>                                     5,186
<RECEIVABLES>                                   27,134
<ALLOWANCES>                                   (1,800)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                52,546
<PP&E>                                         101,659
<DEPRECIATION>                                (72,469)
<TOTAL-ASSETS>                                  99,646
<CURRENT-LIABILITIES>                           43,169
<BONDS>                                              0
<COMMON>                                           188
                                0
                                          0
<OTHER-SE>                                      55,606
<TOTAL-LIABILITY-AND-EQUITY>                    99,646
<SALES>                                              0
<TOTAL-REVENUES>                                64,728
<CGS>                                                0
<TOTAL-COSTS>                                   52,574
<OTHER-EXPENSES>                                 4,178
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  8,138
<INCOME-TAX>                                     3,255
<INCOME-CONTINUING>                              4,883
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,883
<EPS-PRIMARY>                                      .25
<EPS-DILUTED>                                      .25
        

</TABLE>


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