<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A No. 1
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1995
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9305
STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1273600
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 N. Broadway, St. Louis, Missouri 63102-2188
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 314-342-2000
(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 | |
Shares of common stock outstanding at March 31, 1995: 4,210,681 par value $.15.
Exhibit Index is on page 15.
<PAGE> 2
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
INDEX
PAGE
------
PART I. FINANCIAL CONDITION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Financial Condition --
March 31, 1995 and December 31, 1994 3-4
Consolidated Statements of Operations --
Three Months Ended March 31, 1995 and March 25, 1994 5
Consolidated Statements of Cash Flows--
Three Months Ended March 31, 1995 and March 25, 1994 6-7
Notes to Consolidated Financial Statements 8-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE> 3
<TABLE>
PART I. FINANCIAL CONDITION
Item 1. Financial Statements (Unaudited)
The financial statements are amended in entirety as set forth below.
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<CAPTION>
March 31, December 31,
1995 1994
(Unaudited) (Note)
------------- -------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 6,204,140 $ 6,925,192
Cash segregated for the exclusive benefit
of customers 1,318,830 1,316,419
Receivable from brokers and dealers 13,863,587 21,832,542
Receivable from customers, less allowance
for doubtful accounts of $950,985 and
$1,070,984, respectively 134,624,085 139,898,597
Securities owned, at market value 23,316,122 23,318,907
Membership in exchanges, at cost
(approximate market value: $1,747,100
and $1,655,000, respectively) 513,015 513,015
Office equipment, leasehold improvements,
and building, at cost, less allowances
for depreciation and amortization of
$13,938,634 and $13,518,137,
respectively 5,115,680 4,778,649
Goodwill, net of accumulated amortization
of $638,982 and $573,600, respectively 4,225,097 4,290,479
Notes and non-securities receivable from
employees, net of allowance for
doubtful receivables of $2,547,208 and
$2,560,617, respectively 5,543,082 5,620,239
Current income tax receivable 1,781,262 1,514,734
Deferred tax asset 4,638,900 4,638,900
Miscellaneous other assets 6,024,222 7,560,116
------------ ------------
$207,168,022 $222,207,789
============ ============
</TABLE>
NOTE: The Consolidated Statement of Financial Condition at December 31,
1994 has been derived from the audited financial statements at that date.
See Notes to Consolidated Financial Statements.
<PAGE> 4
<TABLE>
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED)
<CAPTION>
March 31, December 31,
1995 1994
(Unaudited) (Note)
------------- -------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Short-term borrowings from banks $ 54,307,000 $ 65,650,000
Payable to brokers and dealers 46,963,516 46,395,629
Payable to customers, including free
credit balances of $19,780,863 and
$15,600,835, respectively 27,336,053 24,368,715
Market value of securities sold, but not
yet purchased 5,975,673 4,252,110
Drafts payable 11,561,469 14,576,317
Accrued employee compensation 6,512,733 9,109,502
Obligation under capital lease 966,083 1,029,282
Accounts payable and accrued expenses 8,094,822 11,029,823
Long-term debt 10,760,000 11,520,000
------------ ------------
Total Liabilities 172,477,349 187,931,378
Subordinated note 50,000 50,000
Stockholders' equity
Common stock 648,743 648,743
Additional paid-in capital 18,266,990 18,491,086
Retained earnings 16,706,763 17,016,335
------------ ------------
35,622,496 36,156,164
Less cost of stock in treasury 806,676 1,731,974
Less unamortized expense of restricted
stock awards 175,147 197,779
------------ ------------
Total Stockholders' Equity 34,640,673 34,226,411
------------ ------------
$207,168,022 $222,207,789
============ ============
</TABLE>
NOTE: The Consolidated Statement of Financial Condition at December 31,
1994 has been derived from the audited financial statements at that date.
See Notes to Consolidated Financial Statements.
<PAGE> 5
<TABLE>
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended
March 31, 1995 March 25, 1994
-------------- --------------
<S> <C> <C>
REVENUES
Commissions $ 6,852,654 $ 7,020,230
Principal transactions 5,331,299 4,492,938
Investment banking 744,840 4,938,723
Interest 3,197,690 2,434,551
Sale of investment company shares 2,062,669 3,276,705
Sale of insurance products 545,717 617,666
Sale of unit investment trusts 426,399 984,631
Other 2,733,268 2,061,521
----------- -----------
21,894,536 25,826,965
EXPENSES
Employee compensation & benefits 13,573,152 16,683,984
Commissions & floor brokerage 574,037 484,873
Communication & office supplies 2,155,239 1,980,308
Occupancy & equipment rental 1,970,568 2,154,543
Promotional 523,537 812,999
Interest 2,087,295 1,289,147
Other operating expenses 1,329,582 2,131,728
----------- -----------
22,213,410 25,537,582
----------- -----------
(LOSS) INCOME BEFORE INCOME TAXES (318,874) 289,383
(Benefit) provision for income taxes (134,913) 110,000
----------- -----------
NET (LOSS) INCOME $ (183,961) $ 179,383
=========== ===========
Net (loss) income per share:
Primary $ (0.04) $ 0.04
Fully diluted $ (0.04) $ 0.04
Dividends declared per share $ 0.03 $ ---
Average common equivalent shares
outstanding:
Primary 4,228,348 4,327,175
Fully Diluted 5,514,406 5,613,233
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 6
<TABLE>
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Three Months Ended
March 31, 1995 March 25, 1994
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $ (183,961) $ 179,383
Non-cash items included in earnings:
Depreciation and amortization 485,879 563,619
Bonus notes amortization 223,048 171,375
Deferred compensation 245,803 100,639
Provision for litigation and bad debt - - 97,093
Unrealized gains on investments ( 522,408) - -
Amortization of restricted stock awards 22,632 51,543
------------ ------------
270,993 1,163,652
Decrease in operating receivables:
Customers 5,274,512 19,866,746
Brokers and dealers 7,968,955 9,392,301
Increase (decrease) in operating payables:
Customers 2,967,338 (11,685,665)
Brokers and dealers 567,887 11,734,533
(Increase) decrease in assets:
Cash segregated for the exclusive
benefit of customers ( 2,411) ( 968)
Securities owned 2,785 25,038,976
Notes receivable from officers and
employees ( 440,108) ( 481,060)
Miscellaneous other assets 2,214,948 603,726
Increase (decrease) in liabilities:
Securities sold, not yet purchased 1,723,563 1,092,402
Drafts payable, accounts payable and
accrued expenses, and accrued employee
compensation ( 8,792,421) ( 5,737,635)
------------ ------------
Cash Provided By Operating Activities $ 11,756,041 $ 50,987,008
------------ ------------
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 7
<TABLE>
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
<CAPTION>
Three Months Ended
March 31, 1995 March 25, 1994
-------------- --------------
<S> <C> <C>
Cash Provided By Operating Activities
- from previous page $ 11,756,041 $ 50,987,008
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments for short-term borrowings
from banks (11,343,000) (51,075,000)
Proceeds from:
Employee stock purchase plan 755,274 611,688
Exercised stock options 102,723 45,406
Dividend reinvestment plan 3,122 - -
Payments for:
Settlement of long-term debt ( 760,000) - -
Purchases of stock for treasury ( 159,917) ( 342,886)
Principal payments under capital leases ( 63,199) ( 165,824)
Cash dividends ( 125,611) - -
------------ ------------
Cash Used For Financing Activities (11,590,608) (50,926,616)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from:
Sale of office equipment and leasehold
improvements 6,100 281
Sale of investments - - 7,048
Payments for:
Acquisition of office equipment and
leasehold improvements ( 757,528) ( 639,242)
Acquisition of investments ( 135,057) ( 2,657)
------------ ------------
Cash Used For Investing Activities ( 886,485) ( 634,570)
------------ ------------
Decrease in cash and cash equivalents ( 721,052) ( 574,178)
Cash and cash equivalents - beginning
of period 6,925,192 6,542,052
------------ ------------
Cash and Cash Equivalents - end of period $ 6,204,140 $ 5,967,874
============ ============
Supplemental disclosure of cash flow information:
Income tax payments $ 11,257 $ 116,000
Interest payments $ 2,335,526 $ 1,629,941
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Stifel
Financial Corp. and its subsidiaries (collectively referred to as the
Company). The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 1995 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1995. For further information, refer to the financial statements
and notes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1994.
NOTE B - NET CAPITAL REQUIREMENT
As a registered broker-dealer and member of the New York Stock Exchange,
the Company's principal subsidiary, Stifel, Nicolaus & Company,
Incorporated (SN & Co.), is subject to the Securities and Exchange
Commission's (SEC) uniform net capital rules. SN & Co. has elected to
operate under the alternative method of the rule, which prohibits a broker-
dealer from engaging in any securities transactions when its net capital is
less than 2% of its aggregate debit balances, as defined, arising from
customer transactions. The SEC may also require a member firm to reduce
its business and restrict withdrawal of subordinated capital if its net
capital is less than 4% of aggregate debit balances, and may prohibit a
member firm from expanding its business and declaring cash dividends if its
net capital is less than 5% of aggregate debit balances. At March 31,
1995, SN & Co. had net capital of $10,915,136 which was 7% of its aggregate
debit balances and $7,667,491 in excess of the 2% net capital requirement.
NOTE C - PLAN OF RESTRUCTURING
During the fourth quarter of 1994, the Board of Directors of the Company
approved a restructuring and downsizing plan for the Company which was
implemented beginning in December 1994, and involved the closing or
downsizing of 31 office locations and termination of approximately 70
officers and employees. Detail of the activity during the first quarter
related to the accruals follows:
<PAGE> 9
NOTE C - PLAN OF RESTRUCTURING (continued)
Balance at Charged Balance at
December During First March
31, 1994 Quarter 31, 1995
Net Lease commitments for closed
offices $ 1,400,000 $ 115,558 $ 1,284,442
Severance pay, extended benefits
and receivables written off
for terminated employees 875,000 205,254 669,746
Abandonment of leasehold
improvements 206,000 166,000 40,000
Contractual commitments 191,000 141,000 50,000
----------- --------- -----------
Total $ 2,672,000 $ 627,812 $ 2,044,188
=========== ========= ===========
Such amounts are included in the consolidated statement of financial
condition under the caption of Accounts payable and accrued expenses at
March 31, 1995 and December 31, 1994.
NOTE D - SALE OF OKLAHOMA-BASED OPERATIONS
On February 7, 1995, the Company announced an agreement to sell the
assets of its Oklahoma City-based operations to Capital West Financial
Corporation subject to certain conditions. Included in the agreement are
the assets related to the Company's retail offices in Oklahoma, several
retail offices in Texas, and the Oklahoma-based public finance,
institutional trading, and sales departments. If the transaction is
consummated the Company will receive cash, secured and subordinated notes,
and warrants to purchase a minority interest in Capital West Financial
Corporation. In addition, the agreement calls for Capital West Financial
Corporation to assume or sublease certain office and equipment lease
obligations of the Company. The sale would result in the reduction of
approximately 70 investment executives and approximately 50 support staff
located in 26 branch offices. This sale is planned to be consummated in
May 1995.
Pro forma financial information assuming the transaction had taken place
at the beginning of the year is presented below:
Pro Forma Combined Results of Operations
Revenue $ 21,144,383
Net Loss $ 102,783
Loss per primary share $ 0.02
The above pro forma financial information do not purport to be
indicative of results which actually would have occurred had the sale been
made on January 1, 1995.
NOTE E - SUBSEQUENT EVENT
On April 27, 1995, the board of directors declared a regular quarterly
dividend of $0.03 per share, payable on May 23, 1995 to stockholders of
record May 9, 1995.
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Three months ended March 1995 and March 1994
The Company recorded a net loss of $184,000 for the quarter ended March
31, 1995, compared to net income of $179,000 in the year earlier first
quarter, a decrease of $363,000 (202.8%). The primary loss per share was
$.04, a decrease of $.08 per share compared to the previous years $.04
earnings per primary share. The decrease is primarily attributable to the
decreased commission and investment banking revenues.
Total revenues decreased $3,932,000 (15.2%) to $21,895,000 from
$25,827,000 resulting from decreased investment banking revenues and
commission revenues which declined $4,194,000 (84.9%) and $2,012,000
(16.9%), respectively, offset somewhat by increased trading profits and
other income.
Investment banking revenues decreased mostly because of the decrease in
municipal bond refundings. In addition, the negative publicity surrounding
the SEC investigation into certain municipal bond offerings managed by the
Company's Oklahoma City based municipal finance operations has impaired the
Company's ability to generate investment banking revenues from its Oklahoma
operations. Historically, the Company has been a major underwriter of
Oklahoma municipal issues.
Commission revenues declined $2,012,000 (16.9%), principally because of
retail investor's uncertainty of the current market conditions. In
addition, the number of investment executives decreased by 45 to 335 from
380. The reduction in investment executives was caused by the involuntary
termination of low producing investment executives and voluntary
resignations. Agency commissions, sale of investment company shares, sale
of insurance products and sale of unit investment trusts decreased $167,000
(2.4%), $1,214,000 (37.0%), $72,000 (11.7%) and $559,000 (56.8%),
respectively. Principal transactions increased $838,000 or 18.7% as a
result of increased trading profits over the first quarter of 1994 which
were negatively impacted by increased interest rates.
Other revenues increased $672,000 (32.6%) as a result of an increase in
unrealized gains on non-marketable investments, (which were realized early
in the second quarter) and increases in managed account fees.
Interest revenue increased $763,000 (31.3%) due to increased margin
interest resulting from higher margin rates charged to customers; however,
net interest retention decreased due to an increase in average borrowing
rates coupled with a reduction of municipal interest income due to lower
inventory levels.
Total expenses decreased $3,325,000 (13.0%) to $22,213,000 from
$25,538,000 primarily due to decrease variable compensation and other
variable expenses.
<PAGE> 11
Employee compensation and benefits decreased $3,110,000 (18.7%) due to
decreased variable compensation which decreased $2,463,000 (24.3%)
correlating to the decreased revenue production.
During the fourth quarter of 1994 the Company implemented a plan of
restructuring and downsizing. As a result, certain expense categories
reflected decreases from the previous year's level including salaries and
benefits which decreased $647,000 (9.9%), occupancy and equipment which
decreased $184,000 (8.5%), and promotional expense which decreased $289,000
(35.6%).
Other expenses decreased $802,000 (37.6%) to $1,330,000 from $2,132,000
as a result of a decrease in professional fees (mostly legal), settlements
and bad debts, charitable contributions and customer statement processing
which decreased $178,000, $274,000, $260,000 and $72,000, respectively.
Liquidity and Capital Resources
The Company's assets are highly liquid, consisting mainly of cash or
assets readily convertible into cash. These assets are financed primarily
by the Company's equity capital, customer credit balances, short-term bank
loans, proceeds from securities lending, long-term senior convertible
notes, and other payables. Changes in securities market volumes, related
customer borrowing demands, and levels of securities inventory affect the
amount of the Company's financing requirements. Because of the nature of
the Company's business, the changes in operating assets and liability
account balances relative to net income for any particular accounting
period can be quite large and somewhat arbitrary and therefore are not very
useful indicators of long-term trends in the Company's cash flow from
operations.
For the three months ended March 31, 1995, cash and cash equivalents
decreased $721,000 (10.4%) to $6,204,000 from $6,925,000 at December 31,
1994. Cash provided by operating activities was primarily used for payment
of short-term borrowings from banks. The cash provided by operating
activities were principally attributed to decreases in operating
receivables and miscellaneous assets of $13,243,000 and $2,215,000,
respectively, in conjunction with increases in operating payables and
market value of securities sold, not yet purchased of $3,535,000 and
$1,724,000, respectively. The cash provided was partially offset by cash
used for a decrease of drafts payable, accounts payable and accrued
expenses, and accrued employee compensation of $8,792,000.
SN & Co. is subject to requirements of the Securities and Exchange
Commission with regard to liquidity and capital requirements (see Note B of
the Notes to unaudited Consolidated Financial Statements). At March 31,
1995, SN & Co. had net capital of approximately $10,915,000 which exceeded
the minimum net capital requirements by approximately $7,667,000.
During 1994, SN & Co. obtained a revolving subordinated note in the
amount of $5,500,000. The subordinated note is intended to be used to
finance underwritings should the need arise. At March 31, 1995, SN & Co.
had an advance of $50,000 against this revolving subordinated note.
<PAGE> 12
Management believes that funds from operations and available unused
informal and formal short-term credit arrangements of $151,693,000 at March
31, 1995, and the available but unused subordinated note of $5,450,000 at
March 31, 1995, will provide sufficient resources to meet the present and
anticipated financial needs.
The proposed sale of assets of the Oklahoma City-based operations along
with the plan of restructuring should not have a negative impact on the
Company's liquidity or capital resources (see Notes C & D of the Notes to
Consolidated Financial Statements).
Recent market conditions and the low level of activity for corporate and
municipal underwritings have caused commissions, investment banking
revenues and related principal transaction revenues to vary significantly
downward from prior periods. Correspondingly, variable compensation
expense related to the production of these revenues also varied downward.
Management has taken steps to eliminate fixed costs by its plan of
restructure.
<PAGE> 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There were no material changes, during the three months ended March
31, 1995, in the legal proceedings previously reported in the Company's
Annual Report on Form 10-K for the year ended December 31, 1994. Such
information is hereby incorporated by reference.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. Sequential
(Reference to Item 601(b) Page
of Regulation S-K) Description Number
----------------- --------------------- ----------
11 Computation of 16
Earnings Per Share
27 Financial Data Schedule 17
(furnished to the Securities and Exchange
Commission for Electronic Data
Gathering, Analysis, and Retrieval
[EDGAR] purposes only)
(b) Reports on Form 8-K
The Company filed a report on Form 8-K dated February 22, 1995. This
Form 8-K contained information under Item 7. Financial Statements, Pro
Forma Financial Information and Exhibits. The exhibit filed was a Press
Release dated February 7, 1995 announcing an agreement to sell the
assets of the Oklahoma City based securities operations of Stifel,
Nicolaus & Company, Incorporated (a wholly-owned subsidiary of Stifel
Financial Corp.) to Capital West Financial Corporation, an Oklahoma
corporation.
<PAGE> 14
SIGNATURES
Pursuant to the requirement of Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STIFEL FINANCIAL CORP.
(Registrant)
Date: March 15, 1996 By /s/ Gregory F. Taylor
Gregory F. Taylor
(Chief Executive Officer)
Date: March 15, 1996 By /s/ Stephen J. Bushmann
Stephen J. Bushmann
(Principal Financial Officer)
<PAGE> 15
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
------- ----------------------------------- -----------
11 Computation of Earnings Per Share 16
27 Financial Data Schedule 17
(furnished to the Securities
and Exchange Commission for
Electronic Data Gathering,
Analysis, and Retrieval
[EDGAR] purposes only)
<TABLE>
EXHIBIT 11
STIFEL FINANCIAL CORP. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(In Thousands, Except Per Share Amounts)
(UNAUDITED)
<CAPTION>
Three Months Ended
March 31, 1995 March 25, 1994
Fully Fully
Primary Diluted Primary Diluted
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net (loss) income $(184) $(184) $ 179 $ 179
After-tax interest savings assuming
conversion of Senior Convertible Notes(1) - - 163 - - 175
----- ----- ----- -----
Net (loss) income adjusted for after-tax
interest savings $(184) $ (21) $ 179 $ 354
===== ===== ===== =====
Average number of common shares
outstanding during the period 4,179 4,179 4,198 4,198
Additional shares assuming exercise of
stock options (2) 49 49 129 129
Additional Shares assuming conversion of
Senior Convertible Notes (3) - - 1,286 - - 1,286
----- ----- ----- -----
Average number of common shares used to
calculate earnings per share 4,228 5,514 4,327 5,613
===== ===== ===== =====
Net (loss) earnings per share $(0.04) $(0.04)(4) $0.04 $0.04(4)
====== ====== ===== =====
</TABLE>
(1)Represents the after-tax interest savings resulting from
assumed conversion of $10,000,000 aggregate principal 11.25%
Senior Convertible Notes.
(2)Represents the number of shares of common stock issuable on
the exercise of dilutive employee stock options less the
number of shares of common stock which could have been
purchased with the proceeds from the exercise of such options
and assumed purchases of stock from the Employee Stock
Purchase Plan (ESPP). For primary earnings per share
computations, these purchases were assumed to have been made
at the average market price of the common stock during the
period or that part of the period for which the option was
outstanding or shares assumed purchased through the ESPP. For
fully diluted earnings per share computations, these purchases
were assumed to have been made at the greater of the market
price of the common stock at the end of the period or average
market price of the common stock during the period or that
part of the period for which the option was outstanding or
shares assumed purchased through the ESPP.
(3)Represents the number of shares of common stock issuable upon
conversion of $10,000,000 aggregate principal 11.25% Senior
Convertible Notes at a conversion price of $7.7757 per share.
(4)Net fully diluted (loss) earnings per share computes to $0.00
and $0.06 for three months ended March 31, 1995 and March 25,
1994, respectively. Since this is anti-dilutive, fully
diluted earnings per share is equivalent to primary earnings
per share.
<TABLE> <S> <C>
<ARTICLE> BD
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED STATEMENT OF FINANCIAL CONDITION DATED
MARCH 31, 1995 AND THE STATEMENT OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 7,522,970
<RECEIVABLES> 147,482,066
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 8,329,950
<INSTRUMENTS-OWNED> 23,316,122
<PP&E> 5,115,680
<TOTAL-ASSETS> 207,168,022
<SHORT-TERM> 54,307,000
<PAYABLES> 56,663,463
<REPOS-SOLD> 0
<SECURITIES-LOANED> 44,771,213
<INSTRUMENTS-SOLD> 5,975,673
<LONG-TERM> 10,760,000
<COMMON> 648,743
0
0
<OTHER-SE> 33,991,930
<TOTAL-LIABILITY-AND-EQUITY> 207,168,022
<TRADING-REVENUE> 5,356,089
<INTEREST-DIVIDENDS> 3,197,690
<COMMISSIONS> 9,935,105
<INVESTMENT-BANKING-REVENUES> 747,753
<FEE-REVENUE> 604,131
<INTEREST-EXPENSE> 2,087,295
<COMPENSATION> 13,573,152
<INCOME-PRETAX> (318,874)
<INCOME-PRE-EXTRAORDINARY> (318,874)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (183,961)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
