<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 10-Q
<TABLE>
<S> <C>
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 1996
----------------
</TABLE>
OR
<TABLE>
<S> <C>
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
---- ----
</TABLE>
Commission file number 1-11665
JEFFERIES GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-2848406
- ---------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11100 Santa Monica Blvd, Los Angeles, California 90025
- ------------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (310) 445-1199
--------------
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 [ ]
As of March 29, 1996, the registrant had 11,192,048 common shares, $.01 par
value, outstanding.
Page 1 of 16
<PAGE> 2
JEFFERIES GROUP, INC. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
MARCH 29, 1996
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition -
March 29, 1996 (unaudited) and December 31, 1995 ..................... 3
Consolidated Statements of Earnings (unaudited) -
Three Months Ended March 29, 1996 and March 31, 1995 ................. 4
Consolidated Statement of Changes in Stockholders' Equity (unaudited) -
Three Months Ended March 29, 1996 .................................... 5
Consolidated Statements of Cash Flows (unaudited) -
Three Months Ended March 29, 1996 and March 31, 1995 ................. 6
Notes to Consolidated Financial Statements (unaudited) ................ 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ............................................ 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ...................................... 14
</TABLE>
Page 2 of 16
<PAGE> 3
JEFFERIES GROUP, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
March 29, December 31,
1996 1995
----------- ----------
(unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents........................... $ 127,885 $ 68,318
Receivable from brokers and dealers................. 799,848 1,118,154
Receivable from customers, officers and directors... 107,178 107,158
Securities owned.................................... 184,510 167,210
Premises and equipment.............................. 25,995 26,206
Other assets........................................ 66,126 49,923
---------- ----------
$1,311,542 $1,536,969
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Payable to brokers and dealers...................... $ 678,349 $ 864,456
Payable to customers................................ 143,003 214,555
Securities sold, not yet purchased.................. 104,612 82,932
Accrued expenses and other liabilities.............. 127,979 124,062
---------- ----------
1,053,943 1,286,005
Long-term debt...................................... 56,386 56,322
Minority interest................................... 8,885 8,381
---------- ----------
1,119,214 1,350,708
---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value. Authorized
1,000,000 shares; none issued................... -- --
Common stock, $.01 par value. Authorized
25,000,000 shares; issued 18,699,336 shares in
1996 and 18,520,706 shares in 1995.............. 187 93
Additional paid-in capital........................ 60,953 58,117
Retained earnings................................. 201,667 192,234
Less treasury stock, at cost; 7,507,288 shares in
1996 and 7,263,530 shares in 1995............... (69,302) (63,075)
Less currency translation adjustments............. (591) (522)
Less additional minimum pension liability......... (586) (586)
---------- ----------
Total stockholders' equity.................... 192,328 186,261
---------- ----------
$1,311,542 $1,536,969
========== ==========
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Page 3 of 16
<PAGE> 4
JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
--------------------
March 29, March 31,
1996 1995
--------- ---------
<S> <C> <C>
Revenues:
Commissions............................................... $ 61,279 $ 40,348
Principal transactions.................................. 34,719 20,981
Corporate finance....................................... 16,707 14,544
Interest................................................ 13,059 18,030
Other................................................... 994 1,110
--------- ---------
Total revenues....................................... 126,758 95,013
Interest expense.......................................... 10,066 15,347
--------- ---------
Revenues, net of interest expense......................... 116,692 79,666
--------- ---------
Non-interest expenses:
Compensation and benefits............................... 61,458 41,452
Floor brokerage and clearing fees....................... 6,362 4,502
Telecommunications and data processing services......... 7,797 5,458
Occupancy and equipment rental.......................... 3,785 3,501
Travel and promotional.................................. 3,534 1,996
Software royalties...................................... 2,223 1,381
Other................................................... 11,281 8,366
--------- ---------
Total non-interest expenses.......................... 96,440 66,656
--------- ---------
Earnings before income taxes and minority interest........ 20,252 13,010
Income taxes.............................................. 8,632 5,809
--------- ---------
Earnings before minority interest......................... 11,620 7,201
Minority interest......................................... 988 606
--------- ---------
Net earnings......................................... $ 10,632 $ 6,595
========= =========
Earnings per share of common stock:
Primary............................................... $ 0.88 $ 0.55
========= =========
Fully diluted......................................... $ 0.88 $ 0.55
========= =========
Weighted average shares of common stock:
Primary............................................... 12,041 12,002
Fully diluted......................................... 12,091 12,010
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Page 4 of 16
<PAGE> 5
JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 29, 1996
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
Additional Total
Additional Currency Minimum Stock-
Common Paid-in Retained Treasury Translation Pension holders'
Stock Capital Earnings Stock Adjustment Liability Equity
------ ---------- --------- --------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1995........ $ 93 $58,117 $192,234 $(63,075) $(522) $(586) $186,261
Exercise of stock options
(154,630 shares)......... 2,218 2,218
Purchase of 243,758
shares of treasury stock. (6,227) (6,227)
Issuance of 24,000
shares of common stock... 591 591
Increase in proportionate
share of subsidiary's
equity related to
subsidiary's purchase of
treasury stock........... (863) (863)
Additional vesting of
restricted stock shares.. 121 121
Cash dividends,
$.025 per share.......... (281) (281)
Redemption of rights,
$.01 per right........... (55) (55)
Translation adjustment..... (69) (69)
Two-for-one stock split.... 94 (94) --
Net earnings............... 10,632 10,632
---------------------------------------------------------------------------
Balance,
March 29, 1996........... $187 $60,953 $201,667 $(69,302) $(591) $(586) $192,328
===========================================================================
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Page 5 of 16
<PAGE> 6
JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
----------------------
<S> <C> <C>
March 29, March 31,
1996 1995
--------- ---------
Cash flows from operating activities:
Net earnings........................................... $ 10,632 $ 6,595
-------- --------
Adjustments to reconcile net earnings to
net cash provided by operations:
Depreciation and amortization........................ 2,741 1,907
(Increase) decrease in receivables:
Brokers and dealers................................ 318,306 (235,362)
Customers, officers and directors.................. (20) (17,615)
(Increase) decrease in securities owned.............. (17,300) 11,847
(Increase) decrease in other assets.................. (16,628) 10,810
Increase (decrease) in operating payables:
Brokers and dealers................................ (186,107) 233,630
Customers.......................................... (71,552) (28,568)
Increase in securities sold, not yet purchased....... 21,680 32,326
Increase in accrued expenses and other liabilities... 3,917 4,675
Increase in minority interest........................ 504 495
-------- --------
Total adjustments.................................. 55,541 14,145
-------- --------
Net cash provided by operating activities.......... 66,173 20,740
-------- --------
</TABLE>
Continued on next page.
See accompanying unaudited notes to consolidated financial statements.
Page 6 of 16
<PAGE> 7
JEFFERIES GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
March 29, March 31,
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from financing activities:
Net proceeds from (payments on):
Bank loans..................................... -- 10,934
Repurchase agreements.......................... -- (18,696)
Repurchase of treasury stock................... (6,227) (5,238)
Dividends paid................................. (281) (290)
Redemption of rights........................... (55) --
Exercise of stock options...................... 2,218 1,031
Issuance of common stock shares................ 591 --
Additional vesting of restricted stock shares.. 121 --
Increase in proportionate share of
subsidiary's equity.......................... (863) (168)
Other.......................................... -- 10
--------- --------
Net cash used in financing activities...... (4,496) (12,417)
-------- --------
Cash flows from investing activities -
purchase of premises and equipment............. (2,041) (3,071)
-------- --------
Effect of foreign currency translation on cash... (69) 158
-------- --------
Net increase in cash and cash equivalents.. 59,567 5,410
Cash and cash equivalents - beginning of period.. 68,318 71,381
-------- --------
Cash and cash equivalents - end of period........ $127,885 $ 76,791
======== ========
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest..................................... $ 9,528 $ 13,386
======== ========
Income taxes................................. $ 4,491 $ 217
======== ========
</TABLE>
See accompanying unaudited notes to consolidated financial statements.
Page 7 of 16
<PAGE> 8
JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements include the accounts of
Jefferies Group, Inc. and all subsidiaries, including Jefferies & Company, Inc.
(Jefferies) and Investment Technology Group, Inc. and all of its subsidiaries
(ITGI), including ITGI's wholly-owned subsidiary, ITG Inc. (ITG). The accounts
of W & D Securities, Inc. (W & D) are also consolidated because of the nature
and extent of the Company's ownership interest in W & D. Jefferies Group, Inc.
and its subsidiaries are primarily engaged in securities brokerage and trading,
corporate finance and other financial services. The term "Company" refers,
unless the context requires otherwise, to Jefferies Group, Inc., its
subsidiaries, predecessor entities, and W & D.
All significant intercompany accounts and transactions are eliminated in
consolidation. The consolidated financial statements reflect all adjustments
which are, in the opinion of management, necessary for the fair statement of
the results for the interim period and should be read in conjunction with the
Company's annual report for the year ended December 31, 1995.
SECURITIES TRANSACTIONS
All transactions in securities, commission revenues and related expenses
are recorded on a trade-date basis.
Securities owned and securities sold, not yet purchased, are valued at
market, and unrealized gains and losses are reflected in revenues from
principal transactions.
COMMON STOCK
On March 2, 1996, the Company's Board of Directors approved a two-for-one
split of all of the outstanding shares of the Company's common stock, payable
March 29, 1996 to stockholders of record at the close of business on March 15,
1996. A total of 9,349,668 shares of common stock were issued in connection
with the split. The stated par value of each share was not changed from $0.01.
A total of $94,000 was reclassified from the Company's additional paid-in
capital account to the Company's common stock account. All share and per share
amounts have been restated to retroactively reflect the stock split.
On March 15, 1996, the Company's common stock began trading on the NYSE
under the symbol JEF. Previously, the common stock traded in the Nasdaq
National Market System under the symbol JEFG.
RECEIVABLE FROM, AND PAYABLE TO, BROKERS AND DEALERS
The components, at March 29, 1996, of receivable from and payable to
brokers and dealers are as follows (in thousands of dollars):
<TABLE>
<S> <C>
Receivable from brokers and dealers:
Securities borrowed................ $769,172
Other.............................. 30,676
--------
$799,848
========
Payable to brokers and dealers:
Securities loaned.................. $671,398
Other.............................. 6,951
--------
$678,349
========
</TABLE>
Page 8 of 16
<PAGE> 9
JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
SECURITIES OWNED AND SECURITIES SOLD, NOT YET PURCHASED
The following is a summary of the market value of major categories of
securities owned and securities sold, not yet purchased, as of March 29, 1996
(in thousands of dollars):
<TABLE>
<CAPTION>
Securities
Sold,
Securities Not Yet
Owned Purchased
---------- ----------
<S> <C> <C>
Corporate equity securities........................ $ 101,518 $ 84,268
High-yield securities.............................. 24,059 18,752
Corporate debt securities.......................... 17,225 802
U.S. Government and agency obligations............. 32,871 --
Municipal obligations.............................. 8,411 --
Options............................................ 426 790
---------- ----------
$ 184,510 $ 104,612
========== ==========
</TABLE>
In the regular course of its business, Jefferies takes securities
positions as a market-maker to facilitate customer transactions and for
investment purposes. In making markets and when trading for its own account,
Jefferies exposes its own capital to the risk of fluctuations in market value.
Trading profits (or losses) depend primarily upon the skills of the employees
engaged in market-making and position taking, the amount of capital allocated
to positions in securities and the general trend of prices in the securities
markets.
Jefferies monitors its risk by maintaining its securities positions at or
below certain pre-established levels. These levels reduce certain opportunities
to realize profits in the event that the value of such securities increases.
However, they also reduce the risk of loss in the event of a decrease in such
value and result in controlled interest costs incurred on funds provided to
maintain such positions.
The Taxable Fixed Income Division trades high grade and non-investment
grade public and private debt securities. The Division specializes in trading
and making markets in over 300 unrated or less than investment grade corporate
debt securities and accounts for these positions at market value. Risk of loss
upon default by the borrower is significantly greater with respect to unrated
or less than investment grade corporate debt securities than with other
corporate debt securities. These securities are generally unsecured and are
often subordinated to other creditors of the issuer. These issuers usually
have high levels of indebtedness and are more sensitive to adverse economic
conditions, such as recession or increasing interest rates, than are investment
grade issuers. There is a limited market for some of these securities and
market quotes are generally available from a small number of dealers.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks and short term
investments. Cash equivalents are part of the cash management activities of
the Company and generally mature within 90 days. The following is a summary of
cash and cash equivalents as of March 29, 1996 (in thousands of dollars):
<TABLE>
<S> <C>
Cash in banks......................... $ 9,993
Short term investments................. 117,892
--------
$127,885
========
</TABLE>
Page 9 of 16
<PAGE> 10
JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MINORITY INTEREST
Minority interest represents the minority stockholders' proportionate
share of the equity of ITGI. At March 29, 1996, Jefferies Group, Inc. owned
over 80% of ITGI's common stock.
INCOME TAXES
Deferred tax liabilities and assets are determined based on the difference
between the financial statement and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are expected
to reverse.
NET CAPITAL REQUIREMENTS
As registered broker-dealers, Jefferies, ITG and W & D are subject to the
Securities and Exchange Commission's Uniform Net Capital Rule (Rule 15c3-1),
which requires the maintenance of minimum net capital. Jefferies, ITG and W & D
have elected to use the alternative method permitted by the Rule, which
requires that they each maintain minimum net capital, as defined, equal to the
greater of $250,000 or 2% of the aggregate debit balances arising from customer
transactions, as defined.
Net capital changes from day to day, but as of March 29, 1996, Jefferies',
ITG's and W&D's net capital was $75.0 million, $28.8 million and $884,000,
respectively, which exceeded minimum net capital requirements by $71.7 million,
$28.6 million and $634,000, respectively.
QUARTERLY DIVIDENDS
In 1988, the Company instituted a policy of paying regular quarterly
dividends. There are no restrictions on the Company's present ability to pay
dividends on common stock, other than the governing provisions of the Delaware
General Corporation Law. On March 2, 1996, the Board of Directors approved a
two-for-one stock split and the continuation after the split of the quarterly
dividend rate at $0.05 per share. This effectively doubled the quarterly
dividend rate.
Dividends per Common Share (declared and paid):
<TABLE>
<CAPTION>
1st Qtr
-------
<S> <C>
1996................... $.025
1995................... $.025
</TABLE>
TERMINATION OF STOCKHOLDERS RIGHTS PLAN
In March 1996, the Company redeemed all outstanding rights originally
issued pursuant to a Stockholder Rights Plan adopted by the Company in May,
1988. The rights were redeemed for a redemption price of $0.01 per right.
OFF-BALANCE SHEET RISK
The Company has contractual commitments arising in the ordinary course of
business for securities loaned or purchased under agreements to sell,
securities sold but not yet purchased, future purchases and sales of foreign
currencies, securities transactions on a when-issued basis, options contracts,
futures index contracts, commodities futures and underwriting. Each of these
financial instruments and activities contains varying degrees of off-balance
sheet risk whereby the market values of the securities underlying the financial
instruments may be in
Page 10 of 16
<PAGE> 11
JEFFERIES GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
excess of, or less than, the contract amount. The settlement of these
transactions is not expected to have a material effect upon the Company's
consolidated financial statements.
In the normal course of business, the Company had letters of credit
outstanding aggregating $30.9 million at March 29, 1996, to satisfy various
collateral requirements in lieu of depositing cash or securities.
CREDIT RISK
In the normal course of business, the Company is involved in the
execution, settlement and financing of various customer and principal
securities transactions. Customer activities are transacted on a cash, margin
or delivery-versus-payment basis. Securities transactions are subject to the
risk of counterparty or customer nonperformance. However, transactions are
collateralized by the underlying security, thereby reducing the associated risk
to changes in the market value of the security through settlement date or to
the extent of margin balances.
The Company seeks to control the risk associated with these transactions
by establishing and monitoring credit limits and by monitoring collateral and
transaction levels daily. The Company may require counterparties to deposit
additional collateral or return collateral pledged. In the case of aged
securities failed to receive, the Company may, under industry regulations,
purchase the underlying securities in the market and seek reimbursement for any
losses from the counterparty.
CONCENTRATION OF CREDIT RISK
As a major securities firm, the Company's activities are executed
primarily with and on behalf of other financial institutions, including brokers
and dealers, banks and other institutional customers. Concentrations of credit
risk can be affected by changes in economic, industry or geographical factors.
The Company seeks to control its credit risk and the potential risk
concentration through a variety of reporting and control procedures, including
those described in the preceding discussion of credit risk.
Page 11 of 16
<PAGE> 12
JEFFERIES GROUP, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ANALYSIS OF FINANCIAL CONDITION
Total assets decreased $225.5 million from $1,537.0 million at December
31, 1995 to $1,311.5 million at March 29, 1996. The decrease is mostly due to
a decrease in receivable from brokers and dealers related to securities
borrowed. The decrease in securities borrowed is related to decreases in
securities loaned (included in payable to brokers and dealers) and payable to
customers.
FIRST QUARTER 1996 VERSUS FIRST QUARTER 1995
Revenues, net of interest expense, increased $37.0 million, or 46%, in the
first quarter of 1996 compared to the same prior year period. The increase was
due primarily to a $20.9 million, or 52%, increase in commissions, a $13.7
million, or 65%, increase in principal transactions, a $2.2 million, or 15%,
increase in corporate finance, and a $310,000, or 12%, increase in net interest
income (interest revenues less interest expense). Commission revenues
increased, led by ITGI, the Equities Division, and the International Division.
Revenues from principal transactions increased primarily due to increased
trading gains in the Equities Division, the International Division, and the
Taxable Fixed Income Division. Corporate finance revenues benefited from
increases in advisory fees. Net interest income increased as the $5.3 million
decrease in interest expense exceeded the $5.0 million decrease in interest
revenues. Interest revenues decreased due primarily to lower securities
borrowed interest income. The related decreases in interest expense on
securities loaned and customer credit balances more than offset the reduction
in interest revenues.
Total non-interest expenses increased $29.8 million, or 45%, in the first
quarter of 1996 compared to the same prior year period. Compensation and
benefits increased $20.0 million, or 48%, mostly due to higher incentive based
compensation accruals. Other expense increased $2.9 million, or 35%, largely
due to more soft dollar expenses. Telecommunications and data processing
services increased $2.3 million, or 43%, primarily due to increased trade
volume and personnel. Floor brokerage and clearing fees increased $1.9
million, or 41%, due to increased volume of business executed on the various
exchanges. Travel and promotional increased $1.5 million, or 77%, partly due
to increased travel related to the Corporate Finance Division. Software
royalties increased $842,000, or 61%, due to the higher POSIT(R) commissions.
Occupancy and equipment rental increased $284,000, or 8%, largely due to the
addition of offices.
Earnings before income taxes and minority interest were up 56% to $20.3
million in the 1996 period, as compared to $13.0 million in the 1995 period.
The effective tax rate was approximately 43% in the first quarter of 1996
versus approximately 45% in the first quarter of 1995. The 1996 effective tax
rate was lower due to a reduction in the effective state tax rates.
Minority interest (approximately 20% of the earnings of ITGI) was $1.0
million in the first quarter of 1996 as compared to $606,000 in the comparable
1995 period.
Primary earnings per share were $0.88 in the first quarter of 1996 on
12,041,000 shares compared to $0.55 in the 1995 period on 12,002,000 shares.
Fully diluted earnings per share were $0.88 in the first quarter of 1996 on
12,091,000 shares compared to $0.55 in the 1995 period on 12,010,000 shares.
During the first quarter of 1996, the Company repurchased 243,758 shares
of its common stock versus 345,468 shares for the comparable 1995 period.
Page 12 of 16
<PAGE> 13
JEFFERIES GROUP, INC. AND SUBSIDIARIES
The Company's principal activities, securities brokerage and the trading
of and market-making in securities, are highly competitive and extremely
volatile. The earnings of the Company are subject to wide fluctuations since
many factors over which the Company has little or no control, particularly the
overall volume of trading and the volatility and general level of market
prices, may significantly affect its operations. The following provides a
breakdown of total revenues by source for the three months ended March 29, 1996
and March 31, 1995.
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------
March 29, March 31,
1996 1995
------------------ -----------------
% of % of
Total Total
Amount Revenues Amount Revenues
------ -------- ------ --------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Commissions and principal transactions:
Equities Division.................. $ 44,814 35% $ 32,498 34%
Investment Technology Group........ 27,228 21 15,320 16
International Division............. 13,333 11 8,491 9
Taxable Fixed Income Division...... 4,764 4 1,452 2
Convertible Division............... 1,989 2 1,723 2
Other proprietary trading.......... 3,870 3 1,845 2
Corporate finance...................... 16,707 13 14,544 15
Interest............................... 13,059 10 18,030 19
Other.................................. 994 1 1,110 1
--------------- ---------------
Total revenues............... $126,758 100% $ 95,013 100%
=============== ===============
</TABLE>
Page 13 of 16
<PAGE> 14
JEFFERIES GROUP, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11. Computation of Earnings Per Share (page 15 attached)
(b) Reports on Form 8-K.
On March 26, 1996, the Registrant filed a Form 8-K announcing the
redemption of all outstanding Preferred Share Purchase Rights originally
issued pursuant to the Stockholders Rights Plan dated as of May 12,
1988.
Page 14 of 16
<PAGE> 15
EXHIBIT 11
JEFFERIES GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(AMOUNTS IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
---------------------------
<S> <C> <C>
March 29, March 31,
1996 1995
--------- ---------
Net Earnings $ 10,632 $ 6,595
========= =========
Shares of common stock and common stock
equivalents:
Average number of common shares................... 11,237 11,070
Average common stock equivalent shares related to
employee stock plans............................. 804 932
--------- ---------
Average shares used for primary computation....... 12,041 12,002
Adjust average common stock equivalents to period-
end market price, if higher than average price... 50 8
--------- ---------
Average shares used for fully diluted computation. 12,091 12,010
========= =========
Earnings per share:
Primary........................................... $ 0.88 $ 0.55
========= =========
Fully diluted..................................... $ 0.88 $ 0.55
========= =========
</TABLE>
Page 15 of 16
<PAGE> 16
SIGNATURE
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.
JEFFERIES GROUP, INC.
--------------------------
(Registrant)
Date: May 10, 1996 By: /s/ Clarence T. Schmitz
-------------- --------------------------
Clarence T. Schmitz
Executive Vice President,
Chief Financial Officer
Page 16 of 16
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION AND THE CONSOLIDATED STATEMENTS
OF EARNINGS AS OF MARCH 29, 1996 AND FOR THE THREE MONTHS THEN ENDED AND THE
NOTES THERETO AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS FILED IN THE 1996 JEFFERIES GROUP, INC. FIRST QUARTER 10-Q FILING.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-29-1996
<CASH> 127,885
<RECEIVABLES> 137,854
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 769,172
<INSTRUMENTS-OWNED> 184,510
<PP&E> 25,995
<TOTAL-ASSETS> 1,311,542
<SHORT-TERM> 0
<PAYABLES> 149,954
<REPOS-SOLD> 0
<SECURITIES-LOANED> 671,398
<INSTRUMENTS-SOLD> 104,612
<LONG-TERM> 56,386
0
0
<COMMON> 187
<OTHER-SE> 192,141
<TOTAL-LIABILITY-AND-EQUITY> 1,311,542
<TRADING-REVENUE> 34,719
<INTEREST-DIVIDENDS> 13,059
<COMMISSIONS> 61,279
<INVESTMENT-BANKING-REVENUES> 16,707
<FEE-REVENUE> 0
<INTEREST-EXPENSE> 10,066
<COMPENSATION> 61,458
<INCOME-PRETAX> 20,252
<INCOME-PRE-EXTRAORDINARY> 20,252
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,632
<EPS-PRIMARY> .88
<EPS-DILUTED> .88
</TABLE>
