SEI CORP
10-Q, 1997-08-14
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
Previous: ODETICS INC, 10-Q, 1997-08-14
Next: MEDIQ INC, 10-Q, 1997-08-14



<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 June 30, 1997 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 INVESTMENTS COMPANY
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

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

            1 FREEDOM VALLEY DRIVE, OAKS, PENNSYLVANIA  19456-1100
- --------------------------------------------------------------------------------
                   (Address of principal executive offices)
                                  (Zip Code)

                                (610) 676-1000
- --------------------------------------------------------------------------------
             (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 June 30, 1997: 18,351,591 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>
                                                            June 30, 1997      December 31, 1996
                                                             (unaudited)
<S>                                                         <C>                <C> 
Assets                                            
- ------                                            
                                                  
Current assets:                                   
                                                  
Cash and cash equivalents                                        $ 10,187           $ 13,167
Receivables from regulated investment companies                    11,921             10,836
Receivables, net of allowance for doubtful        
  accounts of $1,539 and $1,350                                    26,622             19,558
Loans receivable available for sale                                15,035             13,043
Deferred income taxes                                               5,161              4,527
Prepaid expenses                                                    3,449              3,825
                                                                 --------           --------
                                                  
     Total current assets                                          72,375             64,956
                                                                 --------           --------  
                                                  
Investments available for sale                                      1,469              1,000
                                                                 --------           -------- 
                                                  
Property and equipment, net of accumulated        
  depreciation and amortization of $50,976        
  and $48,128                                                      50,623             48,620
                                                                 --------           -------- 
                                                  
Capitalized software, net of accumulated          
  amortization of $6,975 and $5,193                                16,921             13,577
                                                                 --------           -------- 
                                                  
Customer lists, net of accumulated                
  amortization of $135 and $0                                       2,465              2,000
                                                                 --------           -------- 
                                                  
Other assets, net                                                  11,334             10,888
                                                                 --------           --------  
                                                  
     Total Assets                                                $155,187           $141,041
                                                                 ========           ========
</TABLE>

       The accompanying notes are an integral part of these statements.

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


<TABLE>
<CAPTION>
                                                             June 30, 1997        December 31, 1996
                                                             (unaudited)
<S>                                                          <C>                  <C>  
Liabilities and Shareholders' Equity                     
- ------------------------------------                     
                                                         
Current liabilities:                                     
                                                         
Accounts payable                                                   $ 4,580            $ 5,863
Accrued compensation                                                 9,344             14,503
Accrued discontinued operations disposal costs                       6,579              7,417
Accrued proprietary fund services                                    7,726              6,748
Other accrued liabilities                                           20,824             20,303
Line of credit                                                          --             20,000
Current portion of long-term debt                                    2,000                 --
Deferred revenue                                                     5,485              5,123
                                                                   -------            -------
                                                         
     Total current liabilities                                      56,538             79,957
                                                                   -------            -------
                                                         
Long-term debt                                                      33,000                 --
                                                                   -------            -------  
                                                         
Deferred income taxes                                                7,138              4,976
                                                                   -------            -------
                                                         
                                                         
Shareholders' equity:                                    
                                                         
Common stock, $.01 par value, 100,000 shares             
   authorized; 18,352 and 18,498 shares issued           
   and outstanding                                                     184                185
Capital in excess of par value                                      58,391             54,959
Retained earnings                                                       --              1,141
Cumulative translation adjustments                                    (346)              (177)
Unrealized holding gain on investments                                 282                 --
                                                                  --------           --------   
                                                         
     Total shareholders' equity                                     58,511             56,108
                                                                  --------           --------
                                                         
     Total Liabilities and Shareholders' Equity                   $155,187           $141,041 
                                                                  ========           ========
</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 June 30,
                                                            -----------------------------
                                                               1997              1996
                                                               ----              ----
<S>                                                        <C>                  <C>
Revenues                                                      $70,730           $61,541 
                                                                                       
Expenses:                                                                              
  Operating and development                                    37,498            34,406
  Sales and marketing                                          21,088            17,325
  General and administrative                                    3,190             2,975
                                                              -------           -------

Income before interest and income taxes                         8,954             6,835
                                                                                       
Gain on sale of investments available for sale                     --             1,097
Interest income                                                   272                72
Interest expense                                                 (658)              (12)
                                                              -------           -------  

Income before income taxes                                      8,568             7,992
Income taxes                                                    3,427             3,099
                                                              -------           -------

Net income                                                    $ 5,141           $ 4,893
                                                              =======           =======
Earnings per common and common equivalent share                                        
  (primary and fully diluted)                                 $   .27           $   .25 
                                                              =======           =======
</TABLE>

       The accompanying notes are an integral part of these statements.

                                    4      
<PAGE>
 
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (unaudited)
                     (In thousands, except per share data)
<TABLE> 
<CAPTION> 
                                                                      Six Months
                                                                -------------------------
                                                                     Ended June 30,
                                                                -------------------------
                                                                  1997             1996
                                                                  ----             ---- 
<S>                                                             <C>               <C>
Revenues                                                         $134,234         $124,780     
                                                                                              
Expenses:                                                                                     
  Operating and development                                        69,760           68,221    
  Sales and marketing                                              40,656           33,871    
  General and administrative                                        6,584            6,132    
                                                                 --------         -------- 
                                                                                              
Income before interest and income taxes                            17,234           16,556    
                                                                                              
Gain on sale of investments available for sale                         --            1,097    
Interest income                                                       484              181    
Interest expense                                                   (1,149)             (24)    
                                                                 --------         -------- 

Income before income taxes                                         16,569           17,810    
Income taxes                                                        6,627            7,124    
                                                                 --------         --------

Net income                                                       $  9,942         $ 10,686    
                                                                 ========         ========

Earnings per common and common equivalent share                                               
  (primary and fully diluted)                                    $    .52         $    .55     
                                                                 ========         ======== 
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       5
   
<PAGE>
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)
                                (In thousands)

<TABLE> 
<CAPTION> 
                                                                                    Six Months
                                                                           ----------------------------  
                                                                                  Ended June 30,
                                                                           ----------------------------
                                                                                 1997             1996
                                                                                 ----             ---- 
<S>                                                                        <C>                 <C>
Cash flows from operating activities:
Net income                                                                     $  9,942        $ 10,686
Adjustments to reconcile net income                                                                    
     to net cash provided by operating activities:                                                     
        Depreciation and amortization                                             7,653           5,380
        Provision for losses on receivables                                         189             144
        Discontinued operations                                                      --          (3,323)
        Tax benefit on stock options exercised                                      821           1,553
        Gain on sale of investments available for sale                               --          (1,097)
        Other                                                                      (718)          1,849
        Change in current assets and liabilities:                                                      
          Decrease (increase) in                                                                       
           Receivables from regulated investment companies                       (1,085)         (1,034)
           Receivables                                                           (7,253)         (1,647)
           Loans receivable available for sale                                   (1,992)         (9,069)
           Prepaid expenses                                                         376             509
          Increase (decrease) in                                                                       
           Accounts payable                                                      (1,283)           (372)
           Accrued compensation                                                  (5,159)         (6,076)
           Accrued discontinued operations disposal costs                          (838)             --
           Accrued proprietary fund services                                        978           3,023
           Other accrued liabilities                                              2,741           2,455
           Deferred revenue                                                         362          (1,065)
                                                                               --------        --------
          Net cash provided by operating activities                               4,734           1,916
                                                                               --------        -------- 
Cash flows from investing activities:                                                                  
        Additions to property and equipment                                      (6,605)        (11,388)
        Additions to capitalized software                                        (5,126)         (3,982)
        Deposit on property and equipment                                            --          (1,398)
        Investment in joint venture                                                  --          (1,658)
        Proceeds from sale of investments available for sale                         --           6,536
        Other                                                                      (290)            (27)
                                                                               --------        -------- 
          Net cash used in investing activities                                 (12,021)        (11,917)
                                                                               --------        -------- 

Cash flows from financing activities:                                                                  
        Proceeds from issuance of long-term debt                                 35,000              --
        Proceeds from (payment of) line of credit                               (20,000)          9,000
        Purchase and retirement of common stock                                 (11,020)           (870)
        Proceeds from issuance of common stock                                    5,110           3,032
        Payment of dividends                                                     (4,783)         (4,090)
                                                                               --------        -------- 
          Net cash provided by financing activities                               4,307           7,072
                                                                               --------        -------- 
                                                                                                       
Net decrease in cash and cash equivalents                                        (2,980)         (2,929)
                                                                                                       
Cash and cash equivalents, beginning of period                                   13,167          10,256
                                                                               --------        --------    

Cash and cash equivalents, end of period                                       $ 10,187        $  7,327 
                                                                               ========        ========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                       6
<PAGE>
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.   Summary of Significant Accounting Policies
          ------------------------------------------
          Nature of Operations
          --------------------
          SEI Investments Company (the "Company") is organized around two
          product lines: Investment Technology and Services and Asset
          Management. The Investment Technology and Services segment provides
          trust accounting and management information services through the
          Company's 3000 product line, administration and distribution services
          to proprietary mutual funds, and back-office trust processing. The
          principal market for these products and services are trust departments
          of banks located in the United States. The Asset Management segment
          provides investment solutions through various investment products and
          services including the Company's Family of Funds, liquidity funds and
          services, and other investment products and services distributed
          directly or through professional investment advisors. Principal
          markets for these products and services include trust departments of
          banks, investment advisors, corporations, high-net-worth individuals,
          and money managers located in the United States and Canada.

          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 June 30, 1997, the results of operations for
          the three and six months ended June 30, 1997 and 1996, and the cash
          flows for the six months ended June 30, 1997 and 1996.

          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
                                               June 30, 1997      December 31, 1996         (In Years)
                                               ------------       ----------------           --------
          <S>                                  <C>                <C>                     <C>  
          Equipment                             $42,053,000        $40,390,000                     3 
          Buildings                              28,338,000         25,907,000              25 to 39
          Land                                    6,980,000          6,730,000                   N/A
          Purchased software                      9,557,000          9,397,000                     3                   
          Furniture and fixtures                  9,439,000          9,030,000                3 to 5
          Leasehold improvements                  5,232,000          5,294,000            Lease Term
                                                -----------        -----------        
                                                                
                                                101,599,000         96,748,000
          Less:  Accumulated depreciation                       
          and amortization                      (50,976,000)       (48,128,000)
                                                -----------        -----------
                                                                
          Property and Equipment, net           $50,623,000        $48,620,000
                                                ===========        ===========
</TABLE> 

          Property and equipment are stated at cost, which includes interest on
          funds borrowed to finance the construction of the Company's corporate
          campus. 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.

                                       7
<PAGE>
 
          Customer Lists
          --------------
          Customer Lists represent the value assigned to customer relationships
          obtained in various acquisitions. Customer Lists are amortized on a
          straight-line basis over 10 years. The Company evaluates the
          realizability of intangible assets based on estimates of undiscounted
          future cash flows over the remaining useful life of the asset. If the
          amount of such estimated undiscounted cash flow is less than the net
          book value of the asset, the asset is written down to its net
          realizable value. As of June 30, 1997, no such write-down was
          required.

          Capitalized Software
          --------------------
          The Company accounts for software development costs in accordance with
          Statement of Financial Accounting Standards No. 86, "Accounting for
          the Costs of Computer Software to Be Sold, Leased, or Otherwise
          Marketed" ("SFAS 86"). Under SFAS 86, costs incurred to create a
          computer software product are charged to research and development
          expense as incurred until technological feasibility has been
          established. The Company establishes technological feasibility upon
          completion of a detail program design. At that point, computer
          software costs are capitalized until the product is available for
          general release to customers. The establishment of technological
          feasibility and the ongoing assessment of recoverability of
          capitalized software development costs require considerable judgment
          by management with respect to certain external factors, including, but
          not limited to, anticipated future revenues, estimated economic life,
          and changes in technology. Amortization begins when the product is
          released. Capitalized software development costs are amortized on a
          product-by-product basis using the straight-line method over the
          estimated economic life of the product or enhancement, which is
          primarily three to five years.

          Earnings per Share
          ------------------
          The Company computes earnings per share in accordance with Accounting
          Principles Board Opinion No. 15, "Earnings per Share" ("APB 15"). In
          accordance with APB 15, 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 share
          calculation. For the three months ended June 30, 1997 and 1996, the
          weighted average shares outstanding for primary earnings per share
          were 19,167,000 and 19,526,000, respectively. For the six months ended
          June 30, 1997 and 1996, the weighted average shares outstanding for
          primary earnings per share were 19,216,000 and 19,505,000,
          respectively. Shares used to calculate fully diluted earnings per
          share were not materially different from those used to calculate
          primary earnings per share.

          In February 1997, the Financial Accounting Standards Board issued
          Statement of Financial Accounting Standards No. 128, "Earnings per
          Share" ("SFAS 128"), which supersedes APB 15. SFAS 128 requires dual
          presentation of basic and diluted earnings per share for complex
          capital structures on the face of the statements of income. According
          to SFAS 128, basic earnings per share, which replaces primary earnings
          per share, is calculated by dividing net income available to common
          shareholders by the weighted average number of common shares
          outstanding for the period. Diluted earnings per share, which replaces
          fully diluted earnings per share, reflects the potential dilution from
          the exercise or conversion of securities into common stock, such as
          stock options. SFAS 128 is required to be adopted for the Company's
          1997 year-end financial statements; earlier application is not
          permitted.

                                       8
<PAGE>
 
          Under SFAS 128, basic earnings per share for the three months ended
          June 30, 1997 and 1996 would have been $.28 and $.26, respectively.
          Basic earnings per share for the six months ended June 30, 1997 and
          1996 would have been $.54 and $.57, respectively. Diluted earnings per
          share for the three months ended June 30, 1997 and 1996 would have
          been $.27 and $.25, respectively. Diluted earnings per share for the
          six months ended June 30, 1997 and 1996 would have been $.52 and $.55,
          respectively.

          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 paid/received during the six months
          ended June 30: 

<TABLE> 
<CAPTION> 
                                                       1997           1996
                                                       ----           ----
          <S>                                       <C>            <C> 
          Interest paid                             $  231,000     $  242,000
          Interest and dividends received           $  474,000     $  436,000
          Income taxes paid                         $5,108,000     $5,100,000
</TABLE> 

          Managements Use of Estimates
          ----------------------------
          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenues
          and expenses during the reporting period. Actual results could differ
          from those estimates.

          Reclassifications
          -----------------
          The financial statements for prior periods have been reclassified to
          conform with the current period's presentation.

Note 2.   Receivables - Receivables on the accompanying Consolidated Balance
          -----------
          Sheets consist of the following:

<TABLE> 
<CAPTION> 
                                                           June 30, 1997       December 31, 1996
                                                           -------------       -----------------  
          <S>                                               <C>                <C>  
          Trade receivables                                 $15,075,000           $10,124,000
          Fees earned, not received.                          2,790,000             3,511,000
          Fees earned, not billed.                           10,296,000             7,273,000
                                                            -----------           -----------

                                                             28,161,000            20,908,000
          Less:  Allowance for doubtful accounts.            (1,539,000)           (1,350,000)
                                                            -----------           -----------

                                                            $26,622,000           $19,558,000
                                                            ===========           ===========   
</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 fees collected from the
          Company's wholly owned subsidiaries, SEI Investments Distribution
          Company and SEI Investments Management Corporation, for distribution,
          investment advisory, and administration services provided by these
          subsidiaries to various regulated investment companies.

                                       9
<PAGE>
 
Note 3.   Loans Receivable Available for Sale - Loans receivable available for
          -----------------------------------
          sale represent loans which were purchased through SEI Capital AG,
          which is based in Zurich. These receivables are reported at the lower
          of cost or market, and any difference between the purchase price and
          the related loan principal amount is recognized as an adjustment of
          the yield over the life of the loan using the effective interest
          method. Each loan receivable involves various risks, including, but
          not limited to, country, interest rate, credit, and liquidity risk.
          Management evaluates and monitors these risks on a continuing basis to
          ensure that these loan receivables are recorded at their realizable
          value. This evaluation is based upon management's best estimates and
          the amounts the Company will ultimately realize could differ from
          these estimates.

Note 4.   Investments Available for Sale - Investments available for sale
          ------------------------------
          represent investments by the Company in mutual funds which are
          primarily invested in equity securities. 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. Unrealized holding gains and losses on these investments are
          reported as a separate component of Shareholders' equity. Realized
          gains and losses are determined by the specific identification method
          and are reported separately on the accompanying Consolidated
          Statements of Income.

          At June 30, 1997, Investments available for sale had an aggregate cost
          of $1,000,000 and an aggregate market value of $1,469,000 with gross
          unrealized gains of $469,000. At that date, the unrealized holding
          gains of $282,000 (net of income taxes of $187,000) were reported as a
          separate component of Shareholders' equity on the accompanying
          Consolidated Balance Sheets. There were no unrealized losses as of
          June 30, 1997.

          At December 31, 1996, Investments available for sale had an aggregate
          cost of $1,000,000. At that date, the fair value of these investments
          approximated their original cost. There were no unrealized gains or
          losses as of December 31, 1996.

Note 5.   Line of Credit - The Company has a line of credit agreement (the
          --------------
          "Agreement") with its principal lending institution which provides for
          borrowings of up to $50,000,000. The Agreement ends on May 31, 1998,
          at which time the outstanding principal balance, if any, becomes due
          unless the Agreement is extended. The line of credit, when utilized,
          accrues interest at the Prime rate or three-tenths percent above the
          London Interbank Offered Rate. The Company is obligated to pay a
          commitment fee equal to one-tenth percent per annum on the average
          daily unused portion of the commitment. Certain covenants under the
          Agreement require the Company to maintain specified levels of net
          worth and place certain restrictions on investments. The Company had
          no outstanding borrowings on its line of credit at June 30, 1997.

Note 6.   Long-term Debt - On February 24, 1997, the Company signed a Note
          --------------
          Purchase Agreement authorizing the issuance and sale of $20,000,000 of
          7.20% Senior Notes, Series A, and $15,000,000 of 7.27% Senior Notes,
          Series B, (collectively, the "Notes") in a private offering with
          certain financial institutions. The Notes are unsecured with final
          maturities ranging from 10 to 15 years with an average life of 7 to 10
          years. The proceeds from the Notes were used to repay the outstanding
          balance on the Company's line of credit. The Note Purchase Agreement
          contains various covenants, including limitations on indebtedness,
          maintenance of minimum net worth levels, and restrictions on certain
          investments. In addition, the agreement limits the Company's ability
          to merge or consolidate, and to sell certain assets. None of these
          covenants negatively affect the Company's liquidity or capital
          resources. Interest payments on the Notes will be made semi-annually
          beginning in August 1997. Principal payments will be made annually
          beginning one year from the date of issuance. The current portion of
          the Notes amounted to $2,000,000 at June 30, 1997.

                                      10
<PAGE>
 
Note 7.   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, including an additional authorization of
          $12,636,000 on May 14, 1997, of up to an aggregate of $188,365,000.
          Through August 14, 1997, a total of 13,942,000 shares at an aggregate
          cost of $182,594,000 have been purchased and retired. The Company
          purchased 438,000 shares at a cost of $9,945,000 during the second
          quarter of 1997 and 488,000 shares at a cost of $11,020,000 during the
          first six months of 1997. The Company purchased 709,000 shares at a
          cost of $17,092,000 through August 14, 1997.
 
          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 8.   Dividend - On May 14, 1997, the Board of Directors declared a cash
          --------
          dividend of $.14 per share on the Company's common stock, which was
          paid on June 27, 1997, to shareholders of record on June 12, 1997.

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

Note 9.   Sale of Discontinued Operations - On July 25, 1997, the Company
          -------------------------------
          entered into a definitive agreement to sell the remaining net assets
          of its Capital Resources Division ("CR") to the purchase group of
          Notre Capital Ventures II, L.L.C. and William Nicholson, formerly
          Senior Vice President and Head of Donaldson, Lufkin and Jenrette's
          Asset Consulting Group. The Company's management believes that the
          provision established in the fourth quarter of 1996 for the disposal
          of discontinued operations is adequate to cover all costs during the
          transfer of CR's operations. Based upon the terms of the agreement,
          the Company may recognize a gain at closing which would be immaterial
          to the Consolidated Financial Statements. Any future payments due the
          Company will be realized when received. The deal is expected to close
          in the third quarter of 1997.

Note 10.  Segment Information - The Company defines its business segments to
          -------------------
          reflect the Company's focus around two product lines: Investment
          Technology and Services and Asset Management. The Investment
          Technology and Services segment consists of the Company's trust
          technology, proprietary mutual fund, and back-office trust processing
          businesses. The Asset Management segment provides investment solutions
          through various investment products and services distributed directly
          or through professional investment advisors to institutional and high-
          net-worth markets.

          The following tables highlight certain unaudited financial information
          about each of the Company's segments for the three and six months
          ended June 30, 1997 and 1996. Prior-period business segment
          information has been restated to conform with current-period
          presentation. 

                                      11
<PAGE>
 
<TABLE>
<CAPTION>
                                                               Investment  
                                                             Technology and    Asset        General
                                                                Services     Management    and Admin.   Consolidated
                                                                --------     ----------   -----------   ------------
 
 
                                                                   For the Three-Month Period Ended June 30, 1997
                                                              ------------------------------------------------------
<S>                                                           <C>            <C>          <C>            <C>
Revenues                                                        $44,455,000  $26,275,000                 $70,730,000
                                                                ===========  ===========                 ===========
Operating profit                                                $10,545,000  $ 1,599,000  $(3,190,000)   $ 8,954,000
                                                                ===========  ===========  ===========
 
Interest income                                                                                              272,000
Interest expense                                                                                            (658,000)
                                                                                                         -----------
 
Income before income taxes                                                                               $ 8,568,000
                                                                                                         ===========
 
Depreciation and amortization                                   $ 2,843,000  $ 1,265,000  $   181,000    $ 4,289,000
                                                                ===========  ===========  ===========    ===========
 
Capital expenditures                                            $ 1,893,000  $   602,000  $   461,000    $ 2,956,000
                                                                ===========  ===========  ===========    ===========
</TABLE> 
 
  
 
<TABLE> 
<CAPTION> 
                                                                   For the Three-Month Period Ended June 30, 1996
                                                              ------------------------------------------------------
<S>                                                           <C>            <C>          <C>            <C>
Revenues                                                        $42,488,000  $19,053,000                 $61,541,000
                                                                ===========  ===========                 ===========
Operating profit                                                $ 9,135,000  $   675,000  $(2,975,000)   $ 6,835,000
                                                                ===========  ===========  ===========
 
Gain on sale of investments available
     for sale                                                                                              1,097,000
Interest income                                                                                               72,000
Interest expense                                                                                             (12,000)
                                                                                                         -----------
 
Income before income taxes                                                                               $ 7,992,000
                                                                                                         ===========
 
Depreciation and amortization                                   $ 2,189,000  $   575,000  $    54,000    $ 2,818,000
                                                                ===========  ===========  ===========    ===========
 
Capital expenditures                                            $ 5,148,000  $ 1,429,000  $   996,000    $ 7,573,000
                                                                ===========  ===========  ===========    ===========
</TABLE>

                                       12
<PAGE>
 
<TABLE>
<CAPTION>
                                                             Investment 
                                                           Technology and       Asset       General
                                                              Services        Management   and Admin.   Consolidated
                                                              --------        ----------   ----------   ------------
 
                                                                   For the Six-Month Period Ended June 30, 1997
                                                             -------------------------------------------------------
<S>                                                          <C>             <C>          <C>           <C>
Revenues                                                        $84,418,000  $49,816,000                $134,234,000
                                                                ===========  ===========                ============
Operating profit                                                $20,468,000  $ 3,350,000  $(6,584,000)  $ 17,234,000
                                                                ===========  ===========  ===========
 
Interest income                                                                                              484,000
Interest expense                                                                                          (1,149,000)
                                                                                                        ------------
 
Income before income taxes                                                                              $ 16,569,000
                                                                                                        ============
 
Depreciation and amortization                                   $ 5,113,000  $ 2,186,000  $   354,000   $  7,653,000
                                                                ===========  ===========  ===========   ============
 
Capital expenditures                                            $ 4,411,000  $ 1,473,000  $   721,000   $  6,605,000
                                                                ===========  ===========  ===========   ============
 </TABLE> 
 
 
<TABLE> 
<CAPTION>  
                                                                   For the Six-Month Period Ended June 30, 1996
                                                               -----------------------------------------------------
<S>                                                            <C>           <C>          <C>           <C> 
Revenues                                                        $88,851,000  $35,929,000                $124,780,000
                                                                ===========  ===========                ============
Operating profit                                                $21,002,000  $ 1,686,000  $(6,132,000)  $ 16,556,000
                                                                ===========  ===========  ===========
 
Gain on sale of investments available
     for sale                                                                                              1,097,000
Interest income                                                                                              181,000
Interest expense                                                                                             (24,000)
                                                                                                        ------------
 
Income before income taxes                                                                              $ 17,810,000
                                                                                                        ============
 
Depreciation and amortization                                   $ 4,141,000  $ 1,131,000  $   108,000   $  5,380,000
                                                                ===========  ===========  ===========   ============
 
Capital expenditures                                            $ 8,036,000  $ 1,982,000  $ 1,370,000   $ 11,388,000
                                                                ===========  ===========  ===========   ============
</TABLE>

                                       13
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------


The Company is organized around two product lines:  Investment Technology and
Services and Asset Management.  Financial information for each of these segments
is reflected in Note 10 of the Notes to Consolidated Financial Statements.

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

Second Quarter Ended June 30, 1997 Compared to Second Quarter Ended 
June 30, 1996

The Company's results of operations for the second quarter of 1997 included
revenues of $70,730,000, compared to $61,541,000 for the same period of 1996, an
increase of 15 percent.  Net income for the second quarter of 1997 was
$5,141,000, compared to $4,893,000 in the same period of 1996.  Earnings per
share for the three months ended June 30, 1997 and 1996 was $.27 and $.25,
respectively, an increase of 8 percent. Net income in 1996 was boosted by a $1.1
million one-time realized gain, or $.03 per share, on the sale of investments
held by the Company. Fund balances continued to expand during the second quarter
of 1997. Total fund balances at June 30, 1997 were $100.5 billion compared to
$71.6 billion at June 30, 1996, an increase of 40 percent. Included in these
totals are proprietary fund balances of $72.0 billion at June 30, 1997 and $50.2
billion at June 30, 1996, an increase of 43 percent. The increase in revenues
and earnings in the second quarter of 1997 was primarily the result of
significant growth in fund balances and increased margins from both business
segments.

INVESTMENT TECHNOLOGY AND SERVICES - Revenues from Investment Technology and
- ----------------------------------  
Services for the three months ended June 30, 1997 and 1996 were $44,455,000 and
$42,488,000, respectively.


                   INVESTMENT TECHNOLOGY AND SERVICES REVENUES
                   -------------------------------------------
 
<TABLE> 
<CAPTION> 
                                                    2ND QTR      2ND QTR       DOLLAR      PERCENT      
                                                     1997         1996         CHANGE      CHANGE       
                                                     ----         ----         ------      ------       
<S>                                               <C>          <C>          <C>           <C>           
Trust technology services                         $24,684,000  $26,728,000  $(2,044,000)       (8%)     
Proprietary fund services                          18,371,000   15,403,000    2,968,000        19%      
Trust back-office processing services               1,400,000      357,000    1,043,000       292% 
                                                  -----------  -----------  -----------           
                                                                                                        
     Total                                        $44,455,000  $42,488,000  $ 1,967,000         5%      
                                                  ===========  ===========  ===========                  
</TABLE>

The 8 percent decrease in trust technology services revenues from the prior-year
period was the result of several factors.  Second quarter 1996 trust technology
services revenues included approximately $1.0 million of one-time deconversion
fees received from clients that terminated their relationships with the Company.
Additionally in the second quarter of 1996, the Company recognized $2.0 million
of one-time implementation fees associated with the expansion of services to
existing clients.  The second quarter of 1997 included $1.0 million of one-time
implementation fees in connection with the contracting of new trust clients.
Proprietary fund services revenues increased 19 percent from the prior-year
period due to an increase in average proprietary fund balances over the past
year.  Average proprietary fund balances increased $21.0 billion or 44 percent
from $47.4 billion during the second quarter of 1996 to $68.4 billion during the
second quarter of 1997.  The increase in proprietary fund balances is primarily
due to growth from existing proprietary fund complexes.  The Company is
experiencing significant growth in its trust back-office processing business
which is an extension of its trust technology business.  The increase in trust
back-office processing services revenues was the result of an increase in
processing fees from the contracting of new clients.  The Company expects
continued growth in its proprietary fund and trust back-office processing
businesses for the remainder of 1997.  The Company is currently establishing new
trust technology client relationships that should have a favorable impact on
trust technology services revenues in the future.

                                       14
<PAGE>
 
                INVESTMENT TECHNOLOGY AND SERVICES EXPENSES
                -------------------------------------------

<TABLE> 
<CAPTION> 
                               2ND QTR      2ND QTR      DOLLAR     PERCENT
                                1997         1996        CHANGE     CHANGE
                                ----         ----        ------     ------
<S>                          <C>          <C>          <C>         <C>
Operating and development    $24,765,000  $25,061,000  $(296,000)       (1%)
Sales and marketing          $ 9,145,000  $ 8,292,000  $ 853,000        10%
</TABLE>

Operating and development expenses remained relatively flat in the second
quarter of 1997 compared to the second quarter of 1996.  The 10 percent increase
in sales and marketing expenses was primarily due to an increase in personnel
and promotion expenses.  Operating profit from Investment Technology and
Services for the three months ended June 30, 1997 was $10,545,000, an increase
of 15 percent from the $9,135,000 reported in the corresponding quarter of 1996.
Operating margins were 24 percent for the three months ended June 30, 1997,
compared to 22 percent for the same period of 1996.  The increase in operating
margins can be attributed to increased operating efficiency across all product
groups.  The Company is beginning to see positive results from the significant
investments made to its trust technology software, primarily through the open
architecture project.  In addition, with the Year 2000 problem facing the
banking industry, there has been an increased interest in the Company's
products.  The Company has recently contracted new trust clients that will add
substantial recurring revenues in the future.

ASSET MANAGEMENT - Revenues from Asset Management for the three months ended
- ----------------
June 30, 1997 and 1996 were $26,275,000 and $19,053,000, respectively.

                           ASSET MANAGEMENT REVENUES
                           -------------------------
 
<TABLE> 
<CAPTION> 
                                           2ND QTR      2ND QTR      DOLLAR    PERCENT      
                                            1997         1996        CHANGE     CHANGE      
                                            ----         ----        ------     ------      
<S>                                      <C>          <C>          <C>         <C>          
Investment management services           $12,854,000  $ 9,252,000  $3,602,000       39%     
Liquidity management services              5,418,000    4,905,000     513,000       10%     
Other investment products and services     8,003,000    4,896,000   3,107,000       63% 
                                         -----------  -----------  ----------           
                                                                                                 
     Total                               $26,275,000  $19,053,000  $7,222,000       38%     
                                         ===========  ===========  ==========                
</TABLE>

Investment management services revenues increased 39 percent from the prior-year
period due to an increase in average fund balances from the Company's Family of
Funds during the past year.  This increase was primarily the result of increased
sales of the Company's Family of Funds to high-net-worth individuals through
various registered investment advisors.  Average assets under management from
the Company's Family of Funds were $8.6 billion for the second quarter of 1997
compared to $5.4 billion for the second quarter of 1996, an increase of 59
percent.  Liquidity management services revenues increased 10 percent due to an
increase in average fund balances invested in the Company's lower-fee liquidity
products.  Average assets under management from the Company's liquidity funds
were $15.8 billion for the second quarter of 1997 compared to $14.2 billion for
the second quarter of 1996.  Other investment products and services revenues
increased 63 percent from the prior-year period.  This increase is the result of
an increase in revenues from the Company's new business ventures, in addition to
an increase in bank-related brokerage services.  Revenues are expected to expand
in this segment as the Company continues to experience growth in its asset
management business.

                                       15
<PAGE>
 
                        ASSET MANAGEMENT EXPENSES
                        -------------------------
 
<TABLE> 
<CAPTION> 
                               2ND QTR     2ND QTR      DOLLAR    PERCENT
                                1997         1996       CHANGE     CHANGE
                                ----         ----       ------     ------ 
<S>                          <C>          <C>         <C>         <C>
Operating and development    $12,733,000  $9,345,000  $3,388,000       36%
Sales and marketing          $11,943,000  $9,033,000  $2,910,000       32%
</TABLE>

Operating and development expenses increased 36 percent from the prior-year
period as a result of increases in direct expenses associated with the increase
in bank-related brokerage services revenues.  Additionally, personnel expenses
increased in connection with the growth in the Company's asset management
business.  The 32 percent increase in sales and marketing expenses was due
primarily to increases in personnel expenses and promotion expenses associated
with the Company's asset management business, as well as continued investments
in the Company's new business ventures to establish, maintain, and enhance its
distribution channels in non-U.S. markets.  The Asset Management segment
recorded an operating profit of $1,599,000 for the three months ended June 30,
1997 compared to an operating profit of $675,000 in the corresponding period of
1996.  The increase in operating profit is primarily attributable to increased
margins from the Company's asset management business, as well as a reduction in
losses incurred from the Company's new business ventures.  The Company expects
continued growth in its asset management business for the remainder of 1997.

OTHER INCOME AND EXPENSES - General and administrative expenses for the three
- -------------------------
months ended June 30, 1997 and 1996 were $3,190,000 and $2,975,000,
respectively, an increase of 7 percent. This increase is attributed to
additional facility costs associated with the Company's new corporate campus.

Interest expense for the second quarter of 1997 relates to the Company's
issuance of long-term debt in early 1997 (See Note 6 of the Notes to
Consolidated Financial Statements).  Interest costs associated with the
Company's borrowings under its line of credit in the second quarter of 1996 was
capitalized as it related to the construction of the Company's corporate campus.
The increase in interest income in the second quarter of 1997 compared to the
corresponding period in 1996 was primarily due to an increased average cash
balance.

Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996

The Company's results of operations for the six month's ended June 30, 1997
included revenues of $134,234,000, compared to $124,780,000 for the same period
of 1996, an increase of 8 percent.  Net income for the first six months of 1997
was $9,942,000, compared to $10,686,000 in the same period of 1996.  Earnings
per share for the six months ended June 30, 1997 and 1996 was $.52 and $.55,
respectively.  Revenues and earnings in 1996 were significantly augmented by the
Company's recognition of substantial one-time trust services revenues in the
first quarter of 1996 that had a direct impact on the Company's net income.
Additionally, the Company recognized a $1.1 million one-time realized gain, or
$.03 per share, in the second quarter of 1996 from the sale of investments the
Company held.  Revenues increased in 1997 primarily due to substantial growth in
fund balances.

INVESTMENT TECHNOLOGY AND SERVICES - Revenues from Investment Technology and
- ----------------------------------
Services for the six months ended June 30, 1997 and 1996 were $84,418,000 and
$88,851,000, respectively.

 
 
                   INVESTMENT TECHNOLOGY AND SERVICES REVENUES
                   -------------------------------------------
 
<TABLE> 
<CAPTION> 
                                          SIX MONTHS   SIX MONTHS      DOLLAR       PERCENT  
                                             1997         1996         CHANGE       CHANGE   
                                             ----         ----         ------       -------  
<S>                                       <C>          <C>          <C>             <C>      
Trust technology services                 $47,723,000  $58,946,000  $(11,223,000)      (19%) 
Proprietary fund services                  34,514,000   29,224,000     5,290,000        18%  
Trust back-office processing services       2,181,000      681,000     1,500,000       220% 
                                          -----------  -----------  ------------       
 
     Total                                $84,418,000  $88,851,000  $ (4,433,000)       (5%)
                                          ===========  ===========  ============
</TABLE>

                                       16
<PAGE>
 
Trust technology services revenues decreased 19 percent from the prior-year
period primarily due to the recognition of one-time trust services revenues
associated with the deconversion of clients that terminated their relationships
with the Company during the first six months of 1996.  Subsequently, recurring
revenues in 1997 have been negatively affected by the deconversion of clients
that occurred in 1996.  The Company also recognized one-time implementation fees
in the first six months of 1996 associated with the expansion of services to
existing clients which has directly resulted in additional recurring revenues in
1997.  The Company has recently entered into new client trust contracts during
the second quarter of 1997.  The Company recognized one-time implementation fees
related to these new contracts beginning late in the second quarter of 1997 and
will continue to recognize these implementation fees throughout the remainder of
the year and into 1998. Proprietary fund services revenues increased 18 percent
from the prior-year period due to an increase in average proprietary fund
balances over the past year despite the loss of two proprietary fund complexes
in early 1996. Average proprietary fund balances increased $21.2 billion or 46
percent from $45.7 billion during the first six months of 1996 to $66.9 billion
during the first six months of 1997. The increase in proprietary fund balances
is a result of growth from existing fund complexes, as well as the transfer of
common trust assets into proprietary mutual funds and the conversion of new fund
complexes during the past year. The increase in trust back-office processing
services revenues was the result of an increase in processing fees from the
contracting of new clients.

 
                 INVESTMENT TECHNOLOGY AND SERVICES EXPENSES
                 -------------------------------------------
 
<TABLE> 
<CAPTION> 
                             SIX MONTHS   SIX MONTHS      DOLLAR      PERCENT
                                1997         1996         CHANGE      CHANGE
                                ----         ----         ------      ------
<S>                          <C>          <C>          <C>            <C>
Operating and development    $46,008,000  $50,723,000  $(4,715,000)       (9%)
Sales and marketing          $17,942,000  $17,126,000  $   816,000         5%
</TABLE>

The 9 percent decrease in operating and development expenses was primarily due
to decreases in consulting and outsourcing expenses, in addition to a decrease
in direct expenses associated with trust technology services revenues.  In the
first six months of 1997, the Company capitalized additional software
development costs relating to the Company's open architecture and Year 2000
projects compared to the corresponding period in 1996.  Sales and marketing
expenses increased 5 percent during the first six months of 1997 compared to the
first six months of 1996 primarily due to an increase in personnel and promotion
expenses.  Operating profit from Investment Technology and Services for the six
months ended June 30, 1997 was $20,468,000 compared to the $21,002,000 reported
in the corresponding period of 1996.  Operating margins were 24 percent for the
six months ended June 30, 1997 and 1996.

ASSET MANAGEMENT - Revenues from Asset Management for the six months ended June
- ----------------
30, 1997 and 1996 were $49,816,000 and $35,929,000, respectively.

 
 
                           ASSET MANAGEMENT REVENUES
                           -------------------------

<TABLE> 
<CAPTION>  
                                              SIX MONTHS   SIX MONTHS     DOLLAR     PERCENT       
                                                 1997         1996        CHANGE      CHANGE      
                                                 ----         ----        ------      ------      
<S>                                           <C>          <C>          <C>          <C>          
Investment management services                $23,999,000  $17,582,000  $ 6,417,000       36%     
Liquidity management services                  10,903,000   10,202,000      701,000        7%     
Other investment products and services         14,914,000    8,145,000    6,769,000       83%          
                                              -----------  -----------  -----------           
                                                                                                  
     Total                                    $49,816,000  $35,929,000  $13,887,000       39%     
                                              ===========  ===========  ===========                
</TABLE>

                                       17
<PAGE>
 
Investment management services revenues increased 36 percent from the prior-year
period due to an increase in average fund balances from the Company's Family of
Funds during the past year.  This increase was primarily the result of increased
sales of the Company's Family of Funds to high-net-worth individuals through
various registered investment advisors.  Average assets under management from
the Company's Family of Funds were $8.2 billion for the first six months of 1997
compared to $5.1 billion for the corresponding period of 1996, an increase of 61
percent.  Liquidity management services revenues increased 7 percent due to an
increase in average fund balances invested in the Company's lower-fee liquidity
products.  Average assets under management from the Company's liquidity funds
were $15.9 billion for the first six months of 1997 compared to $14.3 billion
for the first six months of 1996.  Other investment products and services
revenues increased 83 percent primarily due to an increase in bank-related
brokerage services.  Additionally, the Company has experienced revenue growth
from its new business ventures during the past six months.

 
                         ASSET MANAGEMENT EXPENSES
                         -------------------------
 
<TABLE> 
<CAPTION> 
                             SIX MONTHS   SIX MONTHS     DOLLAR    PERCENT
                                1997         1996        CHANGE     CHANGE
                                ----         ----        ------     ------ 
<S>                          <C>          <C>          <C>         <C>
Operating and development    $23,752,000  $17,498,000  $6,254,000     36%  
Sales and marketing          $22,714,000  $16,745,000  $5,969,000     36%  
</TABLE>

Operating and development expenses increased 36 percent from the prior-year
period due to increases in direct expenses associated with the increase in bank-
related brokerage services revenues.  Additionally, personnel expenses increased
in connection with the growth in the Company's asset management business.  The
36 percent increase in sales and marketing expenses was primarily due to
increases in personnel and promotion expenses associated with the Company's
asset management business, as well as continued investments in the Company's new
business ventures to establish, maintain, and enhance its distribution channels
in non-U.S. markets.  The Asset Management segment recorded an operating profit
of $3,350,000 for the first six months ended June 30, 1997 compared to an
operating profit of $1,686,000 in the corresponding period of 1996.  The
increase in operating profit is primarily attributable to increased margins from
the Company's asset management business, as well as a reduction in losses
incurred from the Company's new business ventures.

OTHER INCOME AND EXPENSES - General and administrative expenses for the six
- -------------------------
months ended June 30, 1997 and 1996 were $6,584,000 and $6,132,000,
respectively, an increase of 7 percent. This increase is attributed to
additional facility costs associated with the Company's new corporate campus in
addition to a marginal increase in personnel expenses in corporate overhead
areas.

Interest expense for the first six months of 1997 relates to the Company's
issuance of long-term debt in early 1997 (See Note 6 of the Notes to
Consolidated Financial Statements).  Interest costs associated with the
Company's borrowings under its line of credit in 1996 was capitalized as it
related to the construction of the Company's corporate campus.  The increase in
interest income in the second quarter of 1997 compared to the corresponding
period in 1996 was primarily due to an increased average cash balance.

                                       18
<PAGE>
 
DISCONTINUED OPERATIONS - In May 1995, the Company's Board of Directors
- -----------------------
approved a plan of disposal for the SEI Capital Resources Division ("CR") and
the SEI Defined Contribution Retirement Services Division ("DC").  CR provided
investment performance evaluation services, consulting services, and brokerage
services to employee benefit plan sponsors and investment advisors in the United
States.  DC provided administrative and processing services, recordkeeping
services, and employee retirement planning materials for use by defined
contribution plans.  DC's full-service recordkeeping operations were
transferred to KPMG Peat Marwick in 1996.  CR and DC were being accounted for
together as discontinued operations with a measurement date of May 31, 1995.
The accompanying Consolidated Financial Statements reflect the operating results
and balance sheet items separately from continuing operations.

In the fourth quarter of 1996, management of the Company concluded that any
proceeds received from a possible sale of CR would not be sufficient to offset
the remaining net assets of CR and DC.  The Company, therefore, recorded a
charge of $16,335,000 or $.85 per share.  This charge included the operating
losses incurred by CR and DC from June 1, 1995 to December 31, 1996, the
complete write-off of CR and DC's non-recoverable assets, and a provision for
the disposal of discontinued operations.  The provision for the disposal of
discontinued operations included accruals for future operating losses, future
commitments relating to leased facilities, severance, and an additional reserve
for doubtful accounts relating to CR's receivables.

On July 25, 1997, the Company entered into a definitive agreement to sell the
remaining net assets of CR to the purchase group of Notre Capital Ventures II,
L.L.C. and William Nicholson, formerly Senior Vice President and Head of
Donaldson, Lufkin and Jenrette's Asset Consulting Group.  Mr. Nicholson will
serve as CEO of the acquired company.  The Company's management believes that
the provision established in the fourth quarter of 1996 for the disposal of
discontinued operations is adequate to cover all costs during the transfer of
CR's operations. Based upon the terms of the agreement, the Company may
recognize a gain at closing which would be immaterial to the Consolidated
Financial Statements. Any future payments due the Company will be realized when
received. The deal is expected to close in the third quarter of 1997.

Discontinued operations in the second quarter of 1997 had revenues of $6,956,000
and pre-tax losses of $357,000 compared to revenues of $7,174,000 and pre-tax
losses of $3,285,000 for the second quarter of 1996.  Discontinued operations
for the first six months of 1997 had revenues of $13,398,000 and pre-tax losses
of $1,978,000 compared to revenues of $17,295,000 and pre-tax losses of
$4,474,000 for the corresponding period in 1996.  The 1997 losses are charged
against the provision which was established in the fourth quarter of 1996 and is
reflected in Accrued discontinued operations disposal costs on the accompanying
Consolidated Balance Sheets.

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 capacity for additional borrowing.  The Company has a line of credit
agreement which provides for borrowings of up to $50,000,000 (See Note 5 of the
Notes to Consolidated Financial Statements).  At June 30, 1997, the Company's
sources of liquidity consisted primarily of cash and cash equivalents of
$10,187,000 and the unused balance on the line of credit of $50,000,000.  The
availability of the line of credit is subject to the Company's compliance with
certain covenants set forth in the agreement.  On February 24, 1997, the Company
issued $35,000,000 of medium-term notes (See Note 6 of the Notes to Consolidated
Financial Statements).  The proceeds were used to repay the outstanding balance
on its line of credit which amounted to $30,000,000.

Cash flow provided by operations for the six months ended June 30, 1997 and 1996
was $4,734,000 and $1,916,000, respectively.  Cash flow from operations in 1996
was negatively affected by the additional purchases of loans classified as Loans
receivable available for sale.  Loans receivable available for sale represent
loans purchased through the Company's Swiss based subsidiary (See Note 3 of the
Notes to Consolidated Financial Statements).  Additionally, a substantial amount
of cash was used to support the Company's discontinued operations during the
first six months of 1996.  Cash flow provided by operations for the first six
months in 1997 was affected by a decrease in collections of accounts receivable
and an increase in unbilled receivables for implementation fees associated with
the contracting of new trust clients.  These unbilled receivables represent
timing differences between services provided and contractual billing schedules
(See Note 2 of the Notes to Consolidated Financial Statements).

                                       19
<PAGE>
 
Capital expenditures, including capitalized software development costs, for the
six months ended June 30, 1997 and 1996 were $11,731,000 and $15,370,000,
respectively.  The decrease in capital expenditures is primarily the result of
lower expenditures relating to the construction of the Company's corporate
campus but was partially offset by an increase in capitalized software
development costs relating to the Company's open architecture and Year 2000
projects (See Note 1 of the Notes to Consolidated Financial Statements).  The
Company expects its capital expenditures to decrease in 1997 as expenditures
relating to the Company's new corporate campus decline.  In the second quarter
of 1996, the Company received $6,536,000 from the sale of all of its investments
classified as Investments available for sale.  In addition, the Company has
purchased 709,000 shares of its common stock at a cost of $17,092,000 during
1997.

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

                                       20
<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 June 30, 1997.

                                       21
<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 INVESTMENTS COMPANY


Date.   August 14, 1997                By /s/      Henry H. Greer
      -------------------                --------------------------------------
                                                   Henry H. Greer
                                               President, Chief Operating
                                          Officer, and Chief Financial Officer

                                       22

<PAGE>
 
                    SEI INVESTMENTS COMPANY AND SUBSIDIARIES
                    ----------------------------------------

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

                   FOR THE THREE-MONTH PERIOD ENDED JUNE 30,
                   -----------------------------------------


<TABLE>
<CAPTION>
                                                                       1997         1996
                                                                    -----------  -----------
<S>                                                                 <C>          <C>
Earnings per common and common     
  equivalent share (Primary EPS):  
                                   
  Net income                                                        $ 5,141,000  $ 4,893,000
                                                                    ===========  ===========
                                   
  Weighted average number of       
  shares issued and outstanding                                      18,494,000   18,665,000
                                   
  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                                                   673,000      861,000
                                                                    -----------  -----------
                                   
  Adjusted weighted average number 
  of shares outstanding                                              19,167,000   19,526,000
                                                                    ===========  ===========
                                   
  Earnings per common and common   
  equivalent share                                                  $       .27  $       .25
                                                                    ===========  ===========
</TABLE>



                                      23
<PAGE>
 
                    SEI INVESTMENTS COMPANY AND SUBSIDIARIES
                    ----------------------------------------

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

                   FOR THE THREE-MONTH PERIOD ENDED JUNE 30,
                   -----------------------------------------


<TABLE>
<CAPTION>
                                                                       1997         1996
                                                                    -----------  -----------
<S>                                                                 <C>          <C>
Earnings per common and common                             
  equivalent share, assuming full dilution                 
  (Fully diluted EPS):                                     
                                                           
  Net income                                                        $ 5,141,000  $ 4,893,000
                                                                    ===========  ===========
                                                           
  Weighted average number of                               
  shares issued and outstanding                                      18,494,000   18,665,000
                                                           
  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                                                   850,000      861,000
                                                                    -----------  -----------
                                                           
  Adjusted weighted average number                         
  of shares outstanding, assuming full dilution                      19,344,000   19,526,000
                                                                    ===========  ===========
                                                           
  Earnings per common and common                           
  equivalent share, assuming full dilution                          $       .27  $       .25
                                                                    ===========  ===========
</TABLE>


                                      24
<PAGE>
 
                    SEI INVESTMENTS COMPANY AND SUBSIDIARIES
                    ----------------------------------------

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

                    FOR THE SIX-MONTH PERIOD ENDED JUNE 30,
                    ---------------------------------------


<TABLE>
<CAPTION>
                                                                       1997         1996
                                                                    -----------  -----------
<S>                                                                 <C>          <C>
Earnings per common and common                                 
  equivalent share (Primary EPS):                              
                                                               
  Net income                                                        $ 9,942,000  $10,686,000
                                                                    ===========  ===========
                                                               
  Weighted average number of                                   
  shares issued and outstanding                                      18,513,000   18,587,000
                                                               
  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                                                   703,000      918,000
                                                                    -----------  -----------
                                                               
  Adjusted weighted average number                             
  of shares outstanding                                              19,216,000   19,505,000
                                                                    ===========  ===========
                                                               
  Earnings per common and common                               
  equivalent share                                                  $       .52  $       .55
                                                                    ===========  ===========
</TABLE>



                                      25
<PAGE>
 
                    SEI INVESTMENTS COMPANY AND SUBSIDIARIES
                    ----------------------------------------

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

                    FOR THE SIX-MONTH PERIOD ENDED JUNE 30,
                    ---------------------------------------


<TABLE>
<CAPTION>
                                                                        1997         1996
                                                                     -----------  -----------
<S>                                                                  <C>          <C>
Earnings per common and common                    
  equivalent share, assuming full dilution        
  (Fully diluted EPS):                            
                                                  
  Net income                                                         $ 9,942,000  $10,686,000
                                                                     ===========  ===========
                                                  
  Weighted average number of                      
  shares issued and outstanding                                       18,513,000   18,587,000
                                                  
  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                                                    880,000      918,000
                                                                     -----------  -----------
                                                  
  Adjusted weighted average number                
  of shares outstanding, assuming full dilution                       19,393,000   19,505,000
                                                                     ===========  ===========
                                                  
  Earnings per common and common                  
  equivalent share, assuming full dilution                           $       .51  $       .55
                                                                     ===========  ===========
</TABLE>




                                      26

<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 DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                          10,187
<SECURITIES>                                         0
<RECEIVABLES>                                   28,161
<ALLOWANCES>                                   (1,539)
<INVENTORY>                                          0
<CURRENT-ASSETS>                                72,375
<PP&E>                                         101,599
<DEPRECIATION>                                (50,976)
<TOTAL-ASSETS>                                 155,187
<CURRENT-LIABILITIES>                           56,538
<BONDS>                                         33,000
                                0
                                          0
<COMMON>                                           184
<OTHER-SE>                                      58,327
<TOTAL-LIABILITY-AND-EQUITY>                   155,187
<SALES>                                              0
<TOTAL-REVENUES>                               134,234
<CGS>                                                0
<TOTAL-COSTS>                                  110,416
<OTHER-EXPENSES>                                 6,584
<LOSS-PROVISION>                                   189
<INTEREST-EXPENSE>                                 665
<INCOME-PRETAX>                                 16,569
<INCOME-TAX>                                     6,627
<INCOME-CONTINUING>                              9,942
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     9,942
<EPS-PRIMARY>                                      .52
<EPS-DILUTED>                                      .52
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission