INTERSTATE JOHNSON LANE INC
10-Q, 1996-08-13
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>
                UNITED STATES 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, 1996

                                        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 1-8952

                          INTERSTATE/JOHNSON LANE, INC.
             (Exact name of Registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   56-1470946
                      (I.R.S. Employer Identification No.)

      Interstate Tower, P.O. Box 1012, Charlotte, North Carolina 28201-1012
               (Address of principal executive offices, zip code)

                                 (704) 379-9000
              (Registrant's telephone number, including area code)

     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 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.

              Class                        Outstanding at July 31, 1996
(Common stock, $.20 par value)                     5,948,827

                              Page 1 of 14

<PAGE>



                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES


                                      Index

<TABLE>
<CAPTION>


                                                                                Page Number
<S>                                                                             <C>
Part I.  Financial Information

         Item 1.  Financial Statements

                  Condensed Consolidated Statements of
                  Financial Condition--June 30, 1996 and
                  September 30, 1995                                                  3

                  Condensed Consolidated Statements of
                  Operations--Nine Months Ended
                  June 30, 1996 and 1995                                              4

                  Condensed Consolidated Statements of
                  Cash Flows--Nine Months Ended
                  June 30, 1996 and 1995                                             5

                  Notes to Condensed Consolidated Financial
                  Statements                                                         6

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                      9


Part II. Other Information

         Item 1.  Legal Proceedings                                                 12

         Item 6.  Exhibits and Reports on Form 8-K                                  12
</TABLE>





                                     Page 2


<PAGE>



                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                        (All dollars in thousands)
                                                                     June 30,               September 30,
                                                                       1996                    1995
                                                                    ------------            ------------
<S>                                                               <C>                     <C>          
Assets
Cash and cash equivalents                                         $       6,241           $      26,537
Cash and securities segregated for
   regulatory purposes                                                   97,599                 117,616
Loans under matched securities resale agreements                         58,269                 129,623
Receivables:
  Financing resale agreements                                            79,421                  23,848
  Customers                                                             226,505                 175,328
  Brokers, dealers and clearing agencies                                 18,856                  18,048
  Other                                                                   4,962                   4,722
Trading securities owned                                                103,202                  75,749
Land, buildings, and improvements, net                                    5,968                   7,285
Office facilities and equipment, net                                      9,248                   8,865
Goodwill and intangible assets                                           13,226                  13,678
Other assets                                                             20,520                  15,213
                                                                    ------------            ------------
                                                                  $     644,017           $     616,512
                                                                    ============            ============

Liabilities and Shareholders' Equity
Short-term borrowings:
  Checks payable                                                  $      15,292           $      11,872
  Financing repurchase agreements                                        52,644                  38,561
Borrowings under matched securities repurchase agreements                58,685                 130,453
Payables:
  Customers                                                             288,079                 267,714
  Brokers and dealers                                                     1,544                   6,619
  Other                                                                   7,256                   7,322
Accrued compensation and benefits                                        16,891                  14,460
Securities sold but not yet purchased                                    83,154                  25,305
Notes payable                                                             6,463                   7,772
Other liabilities and accrued expenses                                   16,918                  15,864
                                                                    ------------            ------------
                                                                        546,926                 525,942
                                                                    ------------            ------------
Minority interest                                                           200                     200
                                                                    ------------            ------------
Long-term subordinated debt                                              20,999                  20,999
                                                                    ------------            ------------
Shareholders' equity:
      Common stock                                                        1,377                   1,377
      Additional paid-in-capital                                         31,141                  31,510
      Retained earnings                                                  52,208                  45,043
                                                                    ------------            ------------
                                                                         84,726                  77,930
      Less:  treasury stock, at cost                                     (8,834)                 (8,559)
                                                                    ------------            ------------
            Total shareholders' equity                                   75,892                  69,371
                                                                    ------------            ------------
                                                                  $     644,017           $     616,512
                                                                    ============            ============
</TABLE>


    The accompanying notes are an integral part of the condensed consolidated
                             financial statements.



                                     Page 3


<PAGE>




                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>



                                                          For the Nine Months              For the Three Months
                                                            Ended June 30,                    Ended June 30,
                                                      (All dollars in thousands)        (All dollars in thousands)
                                                         1996             1995             1996            1995
                                                     -------------    -------------    -------------   -------------
<S>                                                <C>              <C>              <C>             <C>           
Revenues:
      Commissions and sales credits                $      111,219   $       82,209   $       37,176  $       30,528
      Trading gains, net                                    5,709            5,049            1,800           1,572
      Investment banking and underwriting                   3,718            2,931              782           1,107
      Asset management and advisory                         6,823            5,270            2,433           1,753
      Interest                                             25,162           33,199            8,353          11,771
      Other                                                 5,948            4,829            2,038           1,510
                                                     -------------    -------------    -------------   -------------
Total revenues                                            158,579          133,487           52,582          48,241
      Interest expense                                     16,067           25,577            5,305           9,217
                                                     -------------    -------------    -------------   -------------
Net Revenues                                              142,512          107,910           47,277          39,024
                                                     -------------    -------------    -------------   -------------
Expenses:
      Compensation and benefits                            91,819           68,524           30,783          24,987
      Technology and telephone                             13,166           11,163            4,524           4,237
      Occupancy                                             6,454            6,286            2,205           2,109
      Execution, clearance and depository                   3,017            2,841              956             955
      Promotion and development                             4,909            4,440            1,742           1,499
      Professional services                                 2,315            2,533              802           1,005
      Printing, postage and supplies                        2,702            2,587              911             968
      Other operating expenses                              5,191            3,154            1,343           1,025
                                                     -------------    -------------    -------------   -------------
Total expenses                                            129,573          101,528           43,266          36,785
                                                     -------------    -------------    -------------   -------------

Income before income taxes                                 12,939            6,382            4,011           2,239

Income tax expense                                          5,225            2,488            1,565             879
                                                     -------------    -------------    -------------   -------------

Net Income                                         $        7,714   $        3,894   $        2,446  $        1,360
                                                     =============    =============    =============   =============

Earnings per share:
      Primary                                      $         1.27   $         0.61   $         0.41  $         0.22
                                                     =============    =============    =============   =============

      Fully diluted                                $         1.16   $         0.61   $         0.37  $         0.21
                                                     =============    =============    =============   =============

Weighted average shares:
      Primary                                           6,076,846        6,363,871        6,005,992       6,281,891
                                                     =============    =============    =============   =============

      Fully diluted                                     7,300,951        7,642,047        7,230,097       7,560,067
                                                     =============    =============    =============   =============
</TABLE>




          The accompanying notes are an integral part of the condensed
                       consolidated financial statements.




                                     Page 4


<PAGE>




                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                       For the nine months ended June 30,
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                         (All dollars in thousands)
                                                                              1996             1995
                                                                           ------------     ------------
<S>                                                                      <C>              <C>          
Cash flows from operating activities:
- - -----------------------------------------
Net income                                                               $       7,714    $       3,894
                                                                           ------------     ------------
Adjustments to reconcile net income to cash provided (used) by operating
  activities:
Depreciation and amortization                                                    3,653            2,674
Deferred income taxes                                                             (410)               -
Provision for real estate charges                                                  850              750
Other non-cash items                                                             1,091             (198)
                                                                           ------------     ------------
                                                                                 5,184            3,226
                                                                           ------------     ------------
Changes in operating assets and liabilities:
Cash and  securities segregated for
    regulatory purposes                                                         20,018          (18,627)
Loans under matched securities resale and repurchase agreements, net              (414)           2,074
Net payables to customers                                                      (30,811)          14,541
Net receivables from brokers, dealers and clearing agencies                     (5,884)            (356)
Other receivables                                                                 (241)           3,961
Trading securities owned, net                                                   30,397            4,629
Other assets                                                                    (4,976)          (5,113)
Accrued compensation and benefits                                                2,430           (1,950)
Other liabilities and accrued expenses                                           1,668           (1,155)
                                                                           ------------     ------------
                                                                                12,187           (1,996)
                                                                           ------------     ------------
             Cash provided (used) by operating activities                       25,085            5,124
                                                                           ------------     ------------

Cash flows from financing activities:
- - -----------------------------------------
Proceeds from (repayment of):
   Short-term bank borrowings                                                    3,420           (6,307)
   Borrowings under financing repurchase and resale agreements, net            (41,490)           1,511
   Notes payable                                                                (1,309)            (696)
Proceeds from stock options exercised                                              126              164
Purchase of stock for treasury                                                  (2,765)          (2,575)
Dividends paid                                                                    (549)            (572)
                                                                           ------------     ------------

             Cash used by financing activities                                 (42,567)          (8,475)
                                                                           ------------     ------------

Cash flows from investing activities:
- - -----------------------------------------
Capital expenditures                                                            (2,814)          (3,270)
                                                                           ------------     ------------
             Cash used by investing activities                                  (2,814)          (3,270)
                                                                           ------------     ------------

Net decrease in cash and cash equivalents                                      (20,296)          (6,621)
Cash and cash equivalents at beginning of period                                26,537           30,193
                                                                           ------------     ------------
Cash and cash equivalents at end of period                               $       6,241    $      23,572
                                                                           ============     ============
Cash paid during the quarter for:
   Interest                                                              $       5,060    $       9,029
   Income taxes                                                          $       3,674    $         593
</TABLE>



    The accompanying notes are an integral part of the condensed consolidated
                             financial statements.


                                     Page 5


<PAGE>





                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation:

     The interim financial statements are unaudited; however, such information
     reflects all normal recurring adjustments which, in the opinion of
     management, are necessary for a fair presentation of the results for the
     period. The nature of the Company's business is such that the results of
     any interim period are not necessarily indicative of results for a full
     fiscal year.


2.   Net Capital Requirements:

     As a registered broker-dealer and member of the New York Stock Exchange,
     Interstate/Johnson Lane Corporation ("IJL"), the principal operating
     subsidiary of the Company, is subject to the Securities and Exchange
     Commission's uniform net capital rule. IJL has elected to operate under the
     alternative method of the rule, which prohibits a broker-dealer from
     engaging in any transactions when its "net capital" is less than 2% of its
     "aggregate debit balances" arising from customer transactions, as these
     terms are defined in the rule. The Exchange may also impose business
     restrictions on a member firm if its net capital falls below 5% of its
     aggregate debit balances. IJL is also subject to the Commodity Futures
     Trading Commission minimum net capital requirement.

     At June 30, 1996, IJL's net capital was 18% of its aggregate debit balances
     and approximately $36.9 million in excess of its minimum regulatory
     requirements.


3.   Commitments and Contingencies:


     Leases for office space and equipment are accounted for as operating
     leases. Approximate minimum rental commitments under noncancelable leases,
     some of which contain escalation clauses and renewal options, are as
     follows:

<TABLE>
<CAPTION>
                                                                                Millions
<S>                                                                              <C> 
                  For the three months ended September 30, 1996                    $2.7

                  For the fiscal year ended September 30,
                                    1997                                             7.7
                                    1998                                             5.4
                                    1999                                             3.5
                                    2000                                             1.4
                                    Thereafter                                       5.0
                                                                                  $ 25.7
</TABLE>




                                     Page 6

<PAGE>



                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


3.   Commitments and Contingencies, continued:

     In connection with its involvement as a general partner and/or placement
     agent of various real estate limited partnerships, the Company has
     guaranteed certain obligations of limited partners and, with others, has
     jointly or severally guaranteed mortgage loan obligations of some of the
     partnerships. At June 30, 1996, contingent liabilities under these
     obligations amounted to approximately $2.1 million in the aggregate.

     Of a $20 million irrevocable letter of credit available, the amount
     outstanding at June 30, 1996 under this facility was $4.5 million.


4.   Legal Proceedings:

     The Company is involved in certain litigation arising in the ordinary
     course of business. Management believes, based upon discussion with
     counsel, that the outcome of this litigation will not have a material
     effect on the Company's financial position. The materiality of legal
     matters on the Company's future operating results depends on the level of
     future results of operations as well as the timing and ultimate outcome of
     such legal matters.


5.   Financial Instruments with Off-Balance-Sheet Risk:

     IJL's business activities involve the execution, settlement and financing
     of securities transactions generating accounts receivable, and thus may
     expose IJL to financial risk in the event a customer or other counterparty
     is unable to fulfill its contractual obligations. IJL controls the risk
     associated with collateralized loans by revaluing collateral at current
     prices, monitoring compliance with applicable credit limits and industry
     regulations, and requiring the posting of additional collateral when
     appropriate.

     Obligations arising from financial instruments sold short in connection
     with its normal trading activities expose IJL to risk in the event market
     prices increase, since it may be obligated to repurchase those positions at
     a greater price. IJL's short selling primarily involves debt securities,
     which are typically less volatile than equities or options.


                                     Page 7

<PAGE>





                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


5.   Financial Instruments with Off-Balance-Sheet Risk, continued:


     Forward and futures contracts provide for the seller agreeing to make
     delivery of securities or other instruments at a specified future date and
     price. Risk arises from the potential inability of counterparties to honor
     contract terms, and from changes in values of the underlying instruments.
     At June 30, 1996, IJL's commitments included forward purchase and sale
     contracts involving mortgage-backed securities with long market values of
     approximately $26.0 million and short market values of approximately $26.4
     million and futures sale contracts with short market values of $15.9
     million used primarily to hedge municipal bonds. While IJL may from time to
     time participate in the trading of some derivative securities for its
     customers, this is not a significant portion of IJL's business.

     IJL enters into resale agreements, whereby it lends money by purchasing
     U.S. government/agency or mortgage-backed securities from customers or
     dealers with an agreement to resell them to the same customers or dealers
     at a later date. Such loans are collateralized by the underlying
     securities, which are held in custody by IJL and may be converted into cash
     at IJL's option. In addition, IJL monitors the market value of the
     collateral, and issues margin calls as necessary according to the
     creditworthiness of the borrower. Approximately 93% of all loans under
     securities resale agreements at June 30, 1996 were made to five
     counterparties.

     IJL incurs risk in underwriting public securities offerings to the extent
     that prospective buyers fail to purchase the securities. The Company
     attempts to mitigate this risk through due diligence carried out prior to
     undertaking the contractual obligation.

                                     Page 8

<PAGE>





                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General Business Environment

The Company's principal activities -- securities brokerage for individual
(retail) and institutional investors, market-making in equity and fixed-income
securities, investment banking and underwriting, and investment management and
advisory services -- are highly competitive. Strategic alliances between
investment firms and commercial banks, insurance companies, and other financial
services entities have intensified this competition. Many of the Company's
revenue sources are sensitive to marketplace trading volumes and to interest
rate conditions which can be volatile. As a result, revenues and earnings may
vary significantly from quarter to quarter.


In recent years, the Company's retail sales force has grown in large part due to
the recruitment and training of individuals without securities industry
experience. At June 30, 1996, approximately 20% of the Company's retail
financial consultants had fewer than three years' industry experience. While
this strategy may be rewarding in the future, near-term slowdowns in individual
investor activity could negatively impact the revenue production of a less
seasoned sales force. Implementation of prospective Securities and Exchange
Commission disclosure requirements for broker-dealers regarding payment for
order flow, and for money managers regarding "soft dollar" arrangements with
broker-dealers, could also indirectly stifle certain revenue streams in the
future.


Liquidity and Capital Resources

The Company's net cash position decreased $20.3 million for the nine months
ended June 30, 1996. Changes in net operating assets provided $12.2 million of
cash, augmented by $12.9 million of net income adjusted for depreciation and
other non-cash charges. Financing activities consumed $42.6 million of cash
while capital expenditures totaled $2.8 million.

The Company's asset base consists primarily of cash, cash equivalents, and other
assets which can be converted to cash within one year; at June 30, 1996, these
assets comprised approximately 92% of the balance sheet. Day-to-day financing
requirements generally are influenced by the level of securities inventories,
net receivables from customers and broker-dealers, and net receivables under
resale agreements. Significant incremental cash requirements also may occur from
time to time in connection with payments under deferred compensation plans,
repurchase of the Company's common stock and/or convertible debentures, payment
of dividends, and litigation settlements arising from normal business
operations. In addition, the Company anticipates capital spending of up to $3
million over the next several years in conjunction with a planned program of
technology improvements.


                                     Page 9

<PAGE>





                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued


Liquidity and Capital Resources, continued

At June 30, 1996, the Company had $155 million of unused call loan financing
available. In addition, the Company maintains credit lines of several hundred
million dollars for collateralized repurchase agreements with other financial
institutions, and has financed its customer receivables with customer payables
for many years. Management believes that these resources, funds provided by
operations, and permanent capital of shareholders' equity and long-term
subordinated debt, will satisfy normal financing needs for the foreseeable
future.

The Company's broker-dealer subsidiary, Interstate/Johnson Lane Corporation
("IJL"), is subject to liquidity and capital requirements of the Securities and
Exchange Commission, Commodity Futures Trading Commission, and The New York
Stock Exchange, and consistently has operated well in excess of the minimum
requirements. At June 30, 1996, IJL had net capital of $41.6 million, "excess
net capital" of approximately $36.9 million, and a net capital ratio of 18%.


Results of Operations

For the nine months ended June 30, 1996, net revenues increased $34.6 million,
or 32%, from the previous year, while expenses, other than interest, increased
$28.0 million, or 28%. Net income of $7.7 million was up $3.8 million from the
results of the period of a year ago. Net revenues increased $8.3 million, or
21%, for the three months ended June 30, 1996, while non-interest expenses
increased $6.5 million, or 18%. Net income for the period was $2.4 million or
$.41 per share, compared with $1.4 million or $.22 per share for the same
quarter of a year ago.

Overall, commissions and sales credits increased by about $29.0 million, or 35%,
from the same nine-month period of a year ago, representing gains of 35% in the
retail sector and 37% in the institutional sector. For the three-month period
ended June 30, 1996, commissions and sales credits increased about $6.6 million
from the same period of a year ago. Increases in secondary market transactions
in both exchange listed and OTC equities, and increased equity underwritings
contributed to the increase in both the retail and institutional sectors for the
nine and three month periods. Increased sales of mutual fund shares and annuity
products also contributed to the increase in the retail sector, while improved
new issue markets and increased activity in mortgage-backed securities had a
positive impact on the institutional sector for both periods presented.

Increased profits of $1.3 million in OTC trading were offset by a $650,000
decrease in fixed income trading to produce an overall increase in trading gains
of $650,000, or 13% for the nine months ended June 30, 1996. An increase of
$550,000 in OTC trading for the quarter was offset by a decrease of $300,000 in
fixed income trading, producing a net increase of $250,000 or 15% in trading
gains.

                                    Page 10

<PAGE>





                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued


Results of Operations, continued

Investment banking fees and underwriting profits increased $800,000, or 27% from
the same nine month period of a year ago due to an improved equity
capital-raising environment, coupled with an increased level of managed
underwritings. However, a decrease in revenue from participation in underwriting
syndicates contributed to the $300,000 decrease in this sector for the quarter.
Asset management and advisory fees were up $1.6 million and $700,000 for the
nine and three month periods, respectively, due to the continued growth of
asset-based fees charged retail clients in lieu of transaction-based
commissions. Other income was up $1.1 million and $500,000 for the nine and
three month periods, respectively, largely attributable to an increase in money
fund service fees.

Interest revenues were down about $8.0 million for the nine months ($3.4 million
for the quarter) ended June 30, 1996 while interest expenses decreased $9.5
million and $3.9 million for the corresponding periods. The resultant increases
of $1.5 million and $500,000 in net interest income for the nine and three month
periods, respectively, is due primarily to an increase in interest earned on
segregated customer funds offset slightly by increased levels of net unmatched
repurchase agreements and reduced rate spreads earned on customer balances. The
majority of the decrease in both revenues and expenses is attributable to
significantly lower levels of matched resale and repurchase agreements.

Compensation and benefits costs increased $23.3 million, or 34% ($5.8 million
for the quarter), due primarily to an increase in transaction-based commissions
and other profit-driven incentives. Technology and telephone expense increased
$2.0 million, or 18%, for the nine month period and $300,000 for the quarter
primarily due to expenses related to the Company's ongoing program of technology
improvements. Professional services decreased $200,000 for both the nine and
three month periods of a year ago due to a decrease in legal fees paid. Other
operating expenses increased $2.0 million, or 65% ($300,000 for the quarter)
largely as a result of increased provisions for legal and related matters.


                                    Page 11

<PAGE>





                           PART II. OTHER INFORMATION



Item 1. Legal Proceedings

     The Company is involved in certain litigation arising in the ordinary
     course of business. Management believes, based upon discussion with
     counsel, that the outcome of this litigation will not have a material
     effect on the Company's financial position. The materiality of legal
     matters on the Company's future operating results depends on the level of
     future results of operations as well as the timing and ultimate outcome of
     such legal matters.


Item 6. Exhibits and Reports on Form 8-K

         (a)      Exhibits

<TABLE>
<CAPTION>
                  Designation of Exhibit                                 Sequential
                       in this Report               Description          Page Number
<S>                           <C>                                       <C>
                              11            Statement Regarding
                                            Computation of Per
                                            Share Earnings                     14

                              27            Financial Data Schedule            15
</TABLE>


         (b)      Reports on Form 8-K

                  There were no reports on Form 8-K filed for the three 
months ended June 30, 1996.

                                    Page 12


<PAGE>





                          INTERSTATE/JOHNSON LANE, INC.
                          AND CONSOLIDATED SUBSIDIARIES


                                   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.



                                                INTERSTATE/JOHNSON LANE, INC.
                                                         Registrant


<TABLE>
<CAPTION>
         Signature                                     Title                          Date
<S>                                 <C>                                               <C>
_________________________           President and Chief
           James H. Morgan          Executive Officer                                 August 14, 1996





_________________________           Vice President - Finance
            Edward C. Ruff                  and Treasurer (Principal
                                            Financial Officer)                  August 14, 1996




_________________________           Assistant Vice President
         C. Fred Wagstaff, III              (Principal Accounting
                                            Officer)                            August 14, 1996


</TABLE>


                                    Page 13


<PAGE>

                                                                      Exhibit 11

              STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS

<TABLE>
<CAPTION>

                                                         Nine Months Ended                  Three Months Ended
                                                             June 30,                            June 30,
                                                  --------------------------------    --------------------------------
Net income per share was computed as follows:         1996              1995              1996               1995
                                                  --------------    --------------    --------------     -------------
<S>                                             <C>               <C>               <C>                <C>           
Primary:
    Net income                                  $     7,713,909   $     3,893,565   $     2,445,712    $    1,359,805
                                                  ==============    ==============    ==============     =============

1) Weighted average shares outstanding                6,076,846         6,363,871         6,005,992         6,281,891
2) Incremental shares under stock options
      computed under the treasury stock method
      using the average market price of
      issuer's stock during the periods                  34,465            79,233            37,459            94,546
                                                  --------------    --------------    --------------     -------------
3) Weighted average shares and common
      equivalent shares outstanding                   6,111,311         6,443,104         6,043,451         6,376,437
                                                  ==============    ==============    ==============     =============
4) Weighted average shares outstanding
      which were used for calculation         (A)     6,076,846 (A)     6,363,871 (A)     6,005,992  (A)    6,281,891
                                                  ==============    ==============    ==============     =============

    Net income per share                        $          1.27   $         0.61    $          0.41    $         0.22
                                                  ==============    ==============    ==============     =============

Fully Diluted:
1) Unadjusted income                            $     7,713,909   $     3,893,565   $     2,445,712    $    1,359,805

2) Interest on convertible subordinated                 720,134           738,443           240,045           246,148
                                                  --------------    --------------    --------------     -------------

    Adjusted net income                         $     8,434,043   $     4,632,008   $     2,685,757    $    1,605,953
                                                  ==============    ==============    ==============     =============

3) Weighted average shares outstanding                6,076,846         6,363,871         6,005,992         6,281,891

4) Incremental shares under stock options
      computed under the treasury stock method
      using the higher of the average or ending
      market price of issuer's stock at the end
      of the periods                                     41,063            95,134            41,063            95,134
5) Incremental shares relating to
      convertible subordinated debentures             1,183,042         1,183,042         1,183,042         1,183,042
                                                  --------------    --------------    --------------     -------------
6) Weighted average shares and common
      equivalent shares outstanding                   7,300,951         7,642,047         7,230,097         7,560,067
                                                  ==============    ==============    ==============     =============

    Net income per share                        $          1.16   $          0.61   $          0.37    $         0.21
                                                  ==============    ==============    ==============     =============
</TABLE>



(A) Dilutive effect of common equivalent shares not included since dilution is
less than 3%.

                                    Page 14
<PAGE>

<TABLE> <S> <C>

<ARTICLE> BD
       
<S>                             <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996             SEP-30-1996             SEP-30-1996
<PERIOD-START>                             APR-01-1996             OCT-01-1995             OCT-01-1995
<PERIOD-END>                               JUN-30-1996             MAR-31-1996             JUN-30-1996
<CASH>                                           6,241                   6,241                   6,241
<RECEIVABLES>                                  240,122                 240,122                 240,122
<SECURITIES-RESALE>                            137,690                 137,690                 137,690
<SECURITIES-BORROWED>                           10,201                  10,201                  10,201
<INSTRUMENTS-OWNED>                            103,202                 103,202                 103,202
<PP&E>                                          15,216                  15,216                  15,216
<TOTAL-ASSETS>                                 644,017                 644,017                 644,017
<SHORT-TERM>                                    15,292                  15,292                  15,292
<PAYABLES>                                     296,879                 296,879                 296,879
<REPOS-SOLD>                                   111,329                 111,329                 111,329
<SECURITIES-LOANED>                                  0                       0                       0
<INSTRUMENTS-SOLD>                              83,154                  83,154                  83,154
<LONG-TERM>                                     27,462                  27,462                  27,462
                                0                       0                       0
                                          0                       0                       0
<COMMON>                                         1,377                   1,377                   1,377
<OTHER-SE>                                      74,515                  74,515                  74,515
<TOTAL-LIABILITY-AND-EQUITY>                   644,017                 644,017                 644,017
<TRADING-REVENUE>                                1,800                   3,909                   5,709
<INTEREST-DIVIDENDS>                             8,353                  16,809                  25,162
<COMMISSIONS>                                   37,176                  74,043                 111,219
<INVESTMENT-BANKING-REVENUES>                      782                   2,936                   3,718
<FEE-REVENUE>                                    2,433                   4,390                   6,823
<INTEREST-EXPENSE>                               5,305                  10,762                  16,067
<COMPENSATION>                                  30,783                  61,036                  91,819
<INCOME-PRETAX>                                  4,011                   8,928                  12,939
<INCOME-PRE-EXTRAORDINARY>                       4,011                   8,928                  12,939
<EXTRAORDINARY>                                      0                       0                       0
<CHANGES>                                            0                       0                       0
<NET-INCOME>                                     2,446                   5,268                   7,714
<EPS-PRIMARY>                                     0.41                    0.86                    1.27
<EPS-DILUTED>                                     0.37                    0.79                    1.16
        

</TABLE>


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