MCDONALD & CO INVESTMENTS INC
10-Q, 1995-08-02
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>   1
                       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, 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       1-8526
                                            --------------------

                      McDonald & Company Investments, Inc.
- ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                   

        Delaware                                     34-1391950
- ------------------------------------------------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)            
                         


McDonald Investment Center, 800 Superior Avenue,  Cleveland, Ohio  44114-2603
- ------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)
                                  


Registrant's telephone number, including area
code                                          (216) 443-2300
    --------------------------------------------------------------------------

                                 Not Applicable
- ------------------------------------------------------------------------------
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
                                               ---    ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

  9,012,572 shares of Common Stock, par value $1.00 per share, were outstanding 
  on July 27, 1995.




                                     (1)
<PAGE>   2
                     McDONALD & COMPANY INVESTMENTS, INC.
                                      
                                    INDEX




<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
PART I - FINANCIAL INFORMATION
- ------------------------------
<S>                                                                       <C>

Item 1. Financial Statements -
        Consolidated statements of financial condition (unaudited)-
                June 30, 1995 and March 31, 1995 ......................    3

        Consolidated statements of income (unaudited)-
                Fiscal three months ended June 30, 1995
                and June 24, 1994 .....................................    4

        Consolidated statements of cash flows (unaudited)-
                Fiscal three months ended June 30, 1995 and
                June 24, 1994 .........................................    5

        Notes to condensed consolidated financial statements (unaudited)-
                June 30, 1995 .........................................    6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations .....................................    7


PART II - OTHER INFORMATION
- ---------------------------

        Item 5.  Other Information ....................................   10
        Item 6.  Exhibits and Reports on Form 8-K .....................   10


SIGNATURES ............................................................   11

EXHIBIT INDEX .........................................................   12
</TABLE>





                                     (2)
<PAGE>   3
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                     McDONALD & COMPANY INVESTMENTS, INC.
          CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         June 30,         March 31,
                                                                           1995             1995
                                                                         --------         ---------
                                                                              (In thousands)
<S>                                                                     <C>              <C>
ASSETS
    Cash and cash equivalents                                            $  5,329         $  2,850
    Receivable from customers                                             111,118          136,180
    Receivable from brokers and dealers                                    19,073           18,281
    Securities purchased under agreements
      to resell                                                            68,177           88,869
    Securities owned                                                      101,989           95,184
    Other receivables                                                      17,505           16,368
    Furniture, equipment and leasehold
      improvements, at cost, less accumulated
      depreciation and amortization                                        11,104           11,286
    Other assets                                                           32,916           32,314
                                                                         --------         --------
                                                                         $367,211         $401,332
                                                                         ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY
  Liabilities
    Short-term borrowings                                                $ 70,205         $ 64,924
    Payable to customers                                                   33,129           35,380
    Payable to brokers and dealers                                          7,692           20,786
    Securities sold under agreements to
      repurchase                                                           29,058           52,029
    Securities sold but not yet purchased                                  45,132           47,701
    Accrued compensation                                                   14,728           20,282
    Accounts payable, accrued expenses
      and other liabilities                                                23,517           20,868
    Long-term borrowings                                                   25,000           25,000
                                                                         --------         --------
                                                                         $248,461         $286,970
                                                                         ========         ========
Commitments and Contingencies

  Stockholders' equity
    Preferred Stock, without par value;
      200,000 shares authorized;
      none issued
    Common Stock, par value $1.00 per
      share; 15,000,000 shares
      authorized; (11,541,133 and 11,434,788
      shares issued, respectively)                                         11,541           11,435
    Additional paid-in capital                                             49,958           48,342
    Retained earnings                                                      80,082           77,034
    Less treasury stock, at cost
      (2,503,761 and 2,481,535 shares, respectively)                      (22,831)         (22,449)
                                                                         --------         --------
                                                                          118,750          114,362
                                                                         --------         --------
                                                                         $367,211         $401,332
                                                                         ========         ========
</TABLE>
See Notes to consolidated financial statements (unaudited).


                                      (3)
<PAGE>   4
                     McDONALD & COMPANY INVESTMENTS, INC.
                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             Fiscal Three Months Ended
                                                                          -------------------------------
                                                                          June 30, 1995     June 24, 1994
                                                                            (13 weeks)        (13 weeks)
                                                                            ----------        ----------
(In thousands, except for per share amounts)
<S>                                                                          <C>               <C>
Revenues:
  Underwriting and investment banking                                         $10,270           $ 9,306
  Principal transactions                                                       14,922            10,872
  Commissions                                                                  14,774            12,508
  Investment management fees                                                    4,549             4,000
  Interest and dividends                                                        4,035             3,128
  Other                                                                         1,438             1,001
                                                                              -------           -------
                                                                              $49,988           $40,815
                                                                              -------           -------
Expenses:
  Employee compensation and benefits                                          $29,446           $24,552
  Interest                                                                      1,828             1,515
  Communications                                                                3,260             3,062
  Occupancy and equipment                                                       3,325             3,046
  Promotion and development                                                     1,894             1,672
  Floor brokerage and clearance                                                   646               648
  Taxes, other than income taxes                                                1,741             1,623
  Other operating expenses                                                      1,884             1,505
                                                                              -------           -------
                                                                              $44,024           $37,623
                                                                              -------           -------
Income before income taxes                                                    $ 5,964           $ 3,192

Provision for income taxes                                                      2,200             1,250
                                                                              -------           -------
Net income                                                                    $ 3,764           $ 1,942
                                                                              =======           =======
Net income per share                                                          $   .41           $   .20
                                                                              =======           =======
Dividends per share                                                           $   .08           $  .075
                                                                              =======           =======
Average number of shares and share equivalents outstanding                      9,114             9,461
                                                                              =======           =======
</TABLE>


See Notes to consolidated financial statements (unaudited).


                                      (4)
<PAGE>   5
                      McDONALD & COMPANY INVESTMENTS, INC.
                      ------------------------------------
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               -------------------------------------------------

<TABLE>
<CAPTION>
                                                                            Fiscal Three Months Ended
                                                                            -------------------------
                                                                       June 30, 1995           June 24, 1994
                                                                       -------------           -------------
                                                                                   (In thousands)
<S>                                                                     <C>                      <C>
OPERATING ACTIVITIES:
- --------------------

Net Income                                                              $   3,764               $    1,942
Adjustments to reconcile net income to net cash
 provided by operating activities:
        Depreciation and amortization                                       1,206                    1,098
        Deferred compensation                                                 122                      255
        Deferred income taxes                                                 213                     (177)
        Decrease in receivable from customers                              25,062                   16,978
        (Increase) decrease in receivable from brokers and dealers           (792)                   3,901
        (Increase) decrease in securities owned                            (6,805)                  64,297
        (Increase) decrease in other receivables                           (1,137)                   3,306
        Decrease in payable to customers                                   (2,251)                  (9,417)
        Decrease in payable to brokers and dealers                        (13,094)                 (15,642)
        (Decrease) increase in securities sold but not yet
           purchased                                                       (2,569)                   9,853
        Decrease in accrued compensation                                   (3,825)                 (10,946)
        Increase in accounts payable, accrued
           expenses and other                                               2,527                    2,569
                                                                        ---------               ----------
        Net cash provided by operating activities                       $   2,421               $   68,017
                                                                        =========               ==========
INVESTING ACTIVITIES:
- --------------------

        Purchase of furniture, equipment and leaseholds                 $    (875)              $     (379)
        (Increase) decrease in other assets                                  (964)                     522
                                                                        ---------               ----------
        Net cash (used for) provided by investing activities            $  (1,839)              $      143
                                                                        =========               ==========
FINANCING ACTIVITIES:
- --------------------

        Decrease (increase) in securities purchased under
            agreement to resell                                         $  20,692               $ (235,117)
        Increase (decrease)  in short-term borrowings                       5,281                  (26,838)
        (Decrease) increase in securities sold under
            agreements to repurchase                                      (22,971)                 202,578
        Cash dividends                                                       (716)                    (689)
        Purchase of treasury stock                                           (444)                  (1,418)
        Proceeds from issuance of treasury stock                               55                      285
                                                                        ---------               ----------
        Net cash provided by (used for) financing activities            $   1,897               $  (61,199)
                                                                        ---------               ----------
        Increase in cash and cash equivalents                               2,479                    6,961
        Cash and cash equivalents at beginning of period                    2,850                    6,765
                                                                        ---------               ----------
        Cash and cash equivalents at end of period                      $   5,329               $   13,726
                                                                        =========               ==========
</TABLE>                                                       
See notes to consolidated financial statements (unaudited).

                                      (5)
<PAGE>   6
McDONALD & COMPANY INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (UNAUDITED)
June 30, 1995


NOTE A - BASIS OF PRESENTATION
- ------   ---------------------

The consolidated financial statements include the accounts of McDonald &
Company Investments, Inc. and its subsidiaries, collectively referred to as the
"Company".  All significant intercompany accounts and transactions are
eliminated in consolidation.

The accompanying unaudited consolidated financial statements do not include all
of the information and notes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments, consisting only of normal and recurring adjustments,
considered necessary for a fair presentation of the financial condition and
results of operations for the periods presented have been included.


NOTE B - LONG-TERM BORROWINGS
- ------   --------------------

McDonald & Company Securities, Inc., ("McDonald Securities") has outstanding
$25,000,000 in aggregate principal amount of 8.24% Subordinated Notes due
January 15, 2002.  McDonald Securities is required to prepay principal amounts
of $5,000,000 on January 15 in each year beginning in 1998.  The notes are
subordinated in right of payment to all senior indebtedness of McDonald
Securities.  The principal amount of the notes has been approved by the New
York Stock Exchange, Inc. for inclusion in the regulatory capital of McDonald
Securities.


NOTE C - NET INCOME PER SHARE
- ------   --------------------

Primary net income per share is based on the average number of share and share
equivalents outstanding during the periods.  Share equivalents represent the
effect of shares issuable under the Company's stock option plans.

NOTE D - CONTINGENCIES
- ------   -------------

The Company is a defendant in various lawsuits incidental to its securities
business.  In view of the number and diversity of claims against the Company
and the inherent difficulty of predicting the outcome of litigation and other
claims, the Company cannot state with certainty what the eventual outcome of
pending litigation or other claims will be.  The Company provides for costs
relating to these matters when a loss is probable and the amount is reasonably
estimable.  The effect of the outcome of these matters on the Company's future
results of operations cannot be predicted because any such effect depends on
future results of operations and the amount and timing of the resolution of
such matters.  While it is not possible to predict with certainty, management
believes that the ultimate resolution of such matters will not have a material
adverse effect on the consolidated financial position or liquidity of the
Company.





                                      (6)
<PAGE>   7
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

BUSINESS ENVIRONMENT
- --------------------

McDonald & Company Investments, Inc. (the "Company") operates a full-service
regional investment banking, investment advisory and brokerage business through
its principal subsidiary, McDonald & Company Securities, Inc.  ("McDonald
Securities").  The Company is involved in the origination, underwriting,
distribution, trading and brokerage of fixed income and equity securities, and
provides investment advisory services.

The profitability of the Company is sensitive to many factors, including the
level of securities trading volume and the volatility and general level of
market prices.  Many of its activities have high operating costs which do not
decrease with reduced levels of activity.  Sustained periods of reduced volume,
or loss of clients, could have adverse effects upon profitability.

The Company faces increasing competition from commercial banks and thrift
institutions as these institutions offer certain investment banking and
corporate and individual financial services traditionally provided only by
securities firms.  The Company anticipates regulation of the securities
industry to increase and that compliance with regulations may become more
difficult.  At present, the Company is unable to predict the extent of changes
that may be enacted, or the effect on the Company's business.

The Company has formulated a comprehensive strategic plan which is periodically
reviewed and revised as business conditions dictate.  The plan emphasizes the
Company's historical roots as a regional brokerage and investment banking firm.
The Company has focused on the Ohio, Michigan and Indiana markets by increasing
the number of sales representatives covering individual investors, as well as
increasing investment banking activities in this region.  The Company's
institutional equity and fixed income sales departments cover accounts
throughout the United States and internationally.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

The majority of the Company's assets are highly liquid and short-term in
nature.  Cash and liquid assets, principally receivables from customers,
brokers and dealers, securities purchased under agreements to resell, and
securities owned approximate 88% of the Company's assets at June 30, 1995.
These assets are financed by a number of sources, including the Company's
capital and short-term borrowings.

At June 30, 1995, McDonald Securities had outstanding $25,000,000 in aggregate
principal amount of 8.24% Subordinated Notes due January 15, 2002.  McDonald
Securities is required to pay principal amounts of $5,000,000 on January 15 in
each year beginning in 1998.  The notes are subordinated in right of payment to
all senior indebtedness and general creditors of McDonald Securities.  In
addition to providing long-term financing, the notes have been approved by the
New York Stock Exchange, Inc. for inclusion in McDonald Securities' regulatory
net capital.

Changes in the levels of securities owned and in customer and broker
receivables directly affect the Company's financing arrangements.  The Company
has available lines of credit of $290,000,000, of which $224,600,000 was unused
at June 30, 1995.  Management believes that funds from operations, available
lines of credit, and long-term borrowings provide sufficient resources to meet
present and anticipated financial needs.





                                      (7)
<PAGE>   8
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS (continued)
          ---------------------------------

LIQUIDITY AND CAPITAL RESOURCES (cont.)
- ---------------------------------------

Certain minimum amounts of capital must be maintained by the Company's
principal broker/dealer subsidiary, McDonald Securities, to satisfy the
regulatory requirements of the Securities and Exchange Commission and the New
York Stock Exchange.  The regulatory requirements represent Uniform Net Capital
Rules designed to measure the general financial integrity and liquidity of
registered broker/dealers and provide minimum acceptable net capital levels to
meet continuing commitments to customers.  Net capital, as defined, changes
from day to day.  At June 30, 1995, McDonald Securities was in compliance with
the Uniform Net Capital Rules and had net capital of $68,485,000, which was
$66,164,000 in excess of the minimum required.


FISCAL THREE MONTH PERIOD ENDED JUNE 30, 1995 AND JUNE 24, 1994
- ---------------------------------------------------------------

Total revenues for the fiscal quarter ended June 30, 1995 were $49,988,000, an
increase of $9,173,000, or 23%, from revenues of $40,815,000 for the fiscal
quarter ended June 24, 1994.

Net income for the fiscal quarter ended June 30, 1995 was $3,764,000, or $.41
per share, compared with net income of $1,942,000, or $.20 per share, for the
fiscal quarter ended June 24, 1994, which represents an increase in net income
of 94%.

The average number of shares and share equivalents outstanding were 9,114,000
for the fiscal quarter ended June 30, 1995 compared to 9,461,000 for the fiscal
quarter ended June 24, 1994.

Revenues from underwriting and investment banking increased $964,000, or 10%,
for the quarter when compared to the same period in the prior fiscal year.
Revenues from corporate underwriting and investment banking increased
$1,291,000, or 17%, for the first quarter due primarily to increased revenues
from private placements, mergers and other fee income of $2,379,000, or 46%.
These increases were partially offset by decreased revenues from equity and
debt public offering of $899,000, or 28%, and decreased revenues from
participations in equity syndications of $844,000, or 47%, for the first
quarter of fiscal 1996.  These declines reflect less favorable market
conditions for public offerings of equity securities.  Revenues from
participation in corporate and government underwriting syndications increased
$655,000, or 103% for the quarter ended June 30, 1995.  This increase reflects
the improved condition of the taxable debt securities markets.  Revenues from
municipal finance decreased $327,000, or 22%, for the quarter ended June 30,
1995 when compared to the first quarter of fiscal 1995 due to a lower level of
public finance offerings.

Revenues from underwriting and investment banking activities are highly
dependent on general market conditions for such business activities.  Market
conditions for underwriting and investment banking services can be affected by
economic and legislative events both in the United States and abroad.  To the
extent future events are unpredictable, uncertainty will be a factor in the
level of McDonald Securities' business activity.  Also, competitive pressure
from other entities providing investment banking services can and will have an
effect on the success of McDonald Securities in obtaining such business and on
the prices which can be charged for investment banking and underwriting
services.  The management of McDonald Securities believes it can compete
effectively in this segment of its business activities.

Revenues from principal transactions increased $4,050,000, or 37%, for the
first quarter of fiscal 1996 when compared to the same period in the prior
fiscal year.  Revenues from trading taxable fixed-income securities, including
corporate bonds, United States government bonds and mortgage-backed securities,
increased $2,202,000, or 44%, for the first quarter of fiscal 1996.  This
increase in revenues from principal transactions in taxable fixed-income
securities reflects the improved condition of the taxable fixed income markets
resulting from a more stable interest rate environment.  Revenues from trading
municipal bonds decreased $15,000, or 1%, for the first quarter of fiscal 1996
when compared to the first quarter of fiscal 1995.  Revenues from principal
transactions in equity securities increased $1,863,000, or 51%, for the first
quarter primarily due to a strong NASDAQ market and continued expansion of the
Company's sales force.


                                      (8)
<PAGE>   9
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS (continued)
          ---------------------------------

FISCAL THREE MONTH PERIOD ENDED JUNE 30, 1995 AND JUNE 24, 1994 (cont.)
- -----------------------------------------------------------------------

Commissions revenues increased $2,266,000, or 18%, in the current quarter
compared to the same period in fiscal 1995.  Of this amount, commissions
revenues from agency transactions in listed and over-the-counter stocks
increased $1,903,000 or 24%, due to the continued strong equity markets.

Revenues from investment management fees include advisory fees from the
Company's mutual funds and money market funds and investment management fees
earned related to individually managed accounts.  Revenues from investment
management fees increased $549,000, or 14%, for the fiscal quarter when
compared to the comparable fiscal 1995 period.  Of this amount, increased
revenues from advisory fees related to individually managed accounts
represented $484,000, or 88%, of the total increase due to an increase in
assets under management.

Interest and dividend income increased $907,000, or 29%, for the fiscal quarter
ended June 30, 1995 when compared to the same period in the prior fiscal year.
This increase was due to a higher return on interest earning assets due to
higher interest rates.

Other income increased $437,000, or 44%, for the current quarter when compared
to the same period in the prior fiscal year.  This increase was due primarily
to increased revenues from fees related to the retail business, and an increase
in income from certain venture capital investments.

Operating expenses (total expenses before interest) increased $6,088,000, or
17%, for the first quarter of fiscal 1996, when compared to the same period in
the prior fiscal year.

Employee compensation and benefits increased $4,894,000, or 20%, for the first
quarter.  Commission and other sales compensation expense increased $2,310,000,
or 17%, for the quarter, primarily because of increased revenues from
commissions and other sales credits.  Other clerical and administrative
expenses increased $504,000, or 6%, for the quarter.  The increase in other
clerical and administrative expenses represents compensation and employee
benefit costs related to an increase in the professional and support staff.
The remaining increase in employee compensation and benefits of $2,080,000 for
the first quarter represents increases in incentive compensation accruals which
are directly related to the increase in profitability.

All other operating expenses increased $1,194,000, or 10%, for the current
quarter.  The increase in all other operating costs represents communications,
occupancy and equipment, promotional and other costs related to the expansion
of the Company's business.

Interest expense increased $313,000, or 21%, for the fiscal quarter when
compared to the same period in fiscal 1995 due to an increase in the interest
rate on short-term borrowings.

Income before income taxes for the fiscal quarter ended June 30, 1995 was
$5,964,000, resulting in a pre-tax return on revenues of 12%.  For the fiscal
quarter ended June 24, 1994, income before income taxes was $3,192,000,
resulting in a pre-tax return on revenues of 8%.





                                      (9)
<PAGE>   10
PART II.  OTHER INFORMATION

Item 5. Other Information
        -----------------

        On February 9, 1995, the Company announced the continuation of
        an open market repurchase program originally announced in July, 1987. 
        The current program allows the Company to purchase up to 1,000,000
        shares of its Common Stock at an aggregate price not to exceed
        $15,000,000.  Treasury shares may be used to satisfy options exercised
        under the Company's stock option plans.
        
        During the fiscal quarter ended June 30, 1995, the Company
        purchased 29,054 shares of the Company's Common Stock at an average
        price of $15.29 per share. During the fiscal quarter ended June 30,
        1995 the Company utilized 6,828 shares of the Company's Common Stock
        held in treasury to satisfy options exercised under the Company's Stock
        Option Plans.
        
Item 6. Exhibits and Reports on Form 8-K
        --------------------------------

<TABLE>
        <S>                                                      <C>
            (a.)  The following exhibit is filed as part             Sequential
                  of this report:                                    Page Number
                                                                     -----------
                Exhibit 11    Statement re: Computation of
                              Per Share Earnings . . . . . . . .         13

        *       Exhibit 27    Financial Data Schedule BD . . . .         14


<FN>
* Exhibit 27 is Furnished for Securities and Exchange Commission Purposes Only.

</TABLE>
                                      (10)
<PAGE>   11
                                   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.





                                      McDonald & Company Investments, Inc.
                                  --------------------------------------------- 
                                                  (Registrant)



Date:      August 1, 1995         By:   /s/ William B. Summers, Jr.
     -------------------------          ---------------------------------------
                                        William B. Summers, Jr.
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)




Date:      August 1, 1995         By:   /s/ Robert T. Clutterbuck 
     -------------------------          ---------------------------------------
                                        Robert T. Clutterbuck
                                        Treasurer 
                                        (Principal Financial and Accounting 
                                        Officer)





                                      (11)
<PAGE>   12
                      McDonald & Company Investments, Inc.

         Report on FORM 10-Q for the Fiscal Quarter ended June 30, 1995


                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>
Exhibit No.     Description                                      Sequential Page
- -----------     -----------                                      ---------------
<S>             <C>                                              <C>  
    11          Statement Re:  Computation of
                  Per Share Earnings ........................          13


    27       *  Financial Data Schedule BD ..................          14




<FN>

* Exhibit 27 is Furnished for Securities and Exchange Commission Purposes Only.
</TABLE>
                                      (12)

<PAGE>   1
                                                                      EXHIBIT 11
                                                                      ----------
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
- -----------------------------------------------

<TABLE>
<CAPTION>
                                                    Fiscal Three Months Ended
                                                  ------------------------------
                                                  June 30, 1995    June 24, 1994
                                                  -------------    -------------
<S>                                               <C>              <C>
PRIMARY
- -------

Average shares outstanding                          8,979,000        9,281,000

Net effect of dilutive stock
options - based on the treasury
stock method using average
market price                                          135,000          180,000
                                                   ----------       ----------
         TOTAL                                      9,114,000        9,461,000
                                                   ==========       ==========
Net income                                         $3,764,000       $1,942,000
                                                   ==========       ==========
Net income per share                               $      .41       $      .20
                                                   ==========       ==========

FULLY DILUTED
- -------------

Average shares outstanding                          8,979,000        9,281,000

Net effect of dilutive stock
options - based on the treasury
stock method using greater of
average or period - end market
price                                                 135,000          180,000
                                                   ----------      -----------
         TOTAL                                      9,114,000        9,461,000
                                                   ==========       ==========

Net income                                         $3,764,000       $1,942,000
                                                   ==========       ==========
Net income per share                               $      .41       $      .20
</TABLE>                                           ==========       ==========





                                      (13)


<TABLE> <S> <C>

<ARTICLE> BD
<LEGEND>
This schedule contians summary financial information extracted from Consolidated
Statement of Financial Condition--Jun-30-1995 and is qualified in its entirety
by reference to unit Financial Statements.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               JUN-30-1995
<CASH>                                           5,329
<RECEIVABLES>                                  130,191
<SECURITIES-RESALE>                             68,177
<SECURITIES-BORROWED>                                0
<INSTRUMENTS-OWNED>                            101,989
<PP&E>                                          11,104
<TOTAL-ASSETS>                                 367,211
<SHORT-TERM>                                    70,205
<PAYABLES>                                      40,821
<REPOS-SOLD>                                    29,058
<SECURITIES-LOANED>                                  0
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