INTERSTATE JOHNSON LANE INC
10-Q, 1996-05-10
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                 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 March 31, 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 April 30, 1996
 (Common stock, $.20 par value)                    6,009,941

                                  PAGE 1 OF 14

<PAGE>



                 INTERSTATE/JOHNSON LANE, INC. AND SUBSIDIARIES


                                      Index


                                                                     Page Number

Part I.  Financial Information

         Item 1.  Financial Statements

                  Condensed Consolidated Statements of
                  Financial Condition--March 31, 1996 and
                  September 30, 1995                                        3

                  Condensed Consolidated Statements of
                  Operations--Six Months Ended
                  March 31, 1996 and 1995                                   4

                  Condensed Consolidated Statements of
                  Cash Flows--Six Months Ended
                  March 31, 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






                                     Page 2







<PAGE>

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


                                                                        (All dollars in thousands)
                                                                     March 31,              September 30,
                                                                       1996                    1995
                                                                    ------------            ------------
<S>                                                                <C>                <C>   

Assets
Cash and cash equivalents                                         $      13,709           $      26,537
Cash and securities segregated for
   regulatory purposes                                                  132,984                 117,616
Loans under matched securities resale agreements                         56,149                 129,623
Receivables:
  Financing resale agreements                                             7,007                  23,848
  Customers                                                             195,802                 175,328
  Brokers, dealers and clearing agencies                                 10,980                  18,048
  Other                                                                   4,139                   4,722
Trading securities owned                                                 98,803                  75,749
Land, buildings, and improvements, net                                    6,179                   7,285
Office facilities and equipment, net                                      9,637                   8,865
Goodwill and intangible assets                                           13,377                  13,678
Other assets                                                             19,818                  15,213
                                                                    ------------            ------------
                                                                  $     568,584           $     616,512
                                                                    ============            ============

Liabilities and Shareholders' Equity
Short-term borrowings:
  Checks payable                                                  $      21,346           $      11,872
  Financing repurchase agreements                                         7,075                  38,561
Borrowings under matched securities repurchase agreements                47,758                 130,453
Payables:
  Customers                                                             290,424                 267,714
  Brokers and dealers                                                     2,629                   6,619
  Other                                                                   6,900                   7,322
Accrued compensation and benefits                                        16,063                  14,460
Securities sold but not yet purchased                                    57,744                  25,305
Notes payable                                                             6,664                   7,772
Other liabilities and accrued expenses                                   16,179                  15,864
                                                                    ------------            ------------
                                                                        472,782                 525,942
                                                                    ------------            ------------
Minority interests                                                          200                     200
                                                                    ------------            ------------
Long-term subordinated debt                                              20,999                  20,999
                                                                    ------------            ------------
Shareholders' equity:
      Common stock                                                        1,377                   1,377
      Additional paid-in-capital                                         31,067                  31,510
      Retained earnings                                                  49,942                  45,043
                                                                    ------------            ------------
                                                                         82,386                  77,930
      Less:  treasury stock, at cost                                     (7,783)                 (8,559)
                                                                    ------------            ------------
            Total shareholders' equity                                   74,603                  69,371
                                                                    ------------            ------------
                                                                  $     568,584           $     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 Six Months               For the Three Months
                                                            Ended March 31,                  Ended March 31,
                                                      (All dollars in thousands)        (All dollars in thousands)
                                                         1996             1995             1996            1995
                                                     -------------    -------------    -------------   -------------
<S>                                              <C>               <C>                <C>            <C>

Revenues:
      Commissions and sales credits                $       74,043   $       51,681   $       39,726  $       27,434
      Trading gains, net                                    3,910            3,477            1,871           2,366
      Investment banking and underwriting                   2,936            1,824            1,197             869
      Asset management and advisory                         4,390            3,517            2,245           1,795
      Interest                                             16,808           21,428            8,346          11,219
      Other                                                 3,909            3,319            2,077           1,895
                                                     -------------    -------------    -------------   -------------
Total revenues                                            105,996           85,246           55,462          45,578
      Interest expense                                     10,761           16,360            5,204           8,585
                                                     -------------    -------------    -------------   -------------
Net revenues                                               95,235           68,886           50,258          36,993
                                                     -------------    -------------    -------------   -------------
Expenses:
      Compensation and benefits                            61,234           43,698           32,878          23,370
      Technology and telephone                              8,642            6,926            4,493           3,581
      Occupancy                                             4,249            4,176            2,156           2,085
      Execution, clearance and depository                   2,111            1,886            1,031           1,011
      Promotion and development                             2,919            2,780            1,431           1,581
      Professional services                                 1,513            1,528              717             717
      Printing, postage and supplies                        1,790            1,620              934             908
      Other operating expenses                              3,849            2,129            1,375           1,150
                                                     -------------    -------------    -------------   -------------
Total expenses                                             86,307           64,743           45,015          34,403
                                                     -------------    -------------    -------------   -------------

Income before income taxes                                  8,928            4,143            5,243           2,590

Income tax expense                                          3,660            1,609            2,149             988
                                                     -------------    -------------    -------------   -------------

Net Income                                         $        5,268   $        2,534   $        3,094  $        1,602
                                                     =============    =============    =============   =============

Earnings per share:
      Primary                                      $         0.86   $         0.40   $         0.51  $         0.25
                                                     =============    =============    =============   =============

      Fully diluted                                $         0.78   $         0.40   $         0.45  $         0.24
                                                     =============    =============    =============   =============

Weighted average shares:
      Primary                                           6,112,079        6,369,903        6,113,568       6,349,441
                                                     =============    =============    =============   =============

      Fully diluted                                     7,329,665        7,648,482        7,331,154       7,628,020
                                                     =============    =============    =============   =============

</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 six months ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                            (All dollars in thousands)
                                                                              1996             1995
                                                                           ------------     ------------
<S>                                                                    <C>                 <C>

Cash flows from operating activities:
- - -----------------------------------------
Net income                                                               $       5,268    $       2,534
                                                                           ------------     ------------
Adjustments  to  reconcile  net  income to cash  provided  (used)  
  by  operating activities:
Depreciation and amortization                                                    2,349            1,581
Deferred income taxes                                                             (950)               -
Provision for real estate charges                                                  850              500
Other non-cash items                                                               904              (42)
                                                                           ------------     ------------
                                                                                 3,153            2,039
                                                                           ------------     ------------
Changes in operating assets and liabilities:
Cash and  securities segregated for
    regulatory purposes                                                        (15,368)         (24,147)
Loans under matched securities resale and repurchase agreements, net              (762)           3,166
Net payables to customers                                                        2,237           19,015
Net receivables from brokers, dealers and clearing agencies                      3,077            2,019
Other receivables                                                                  583            4,073
Trading securities owned, net                                                    9,386             (431)
Other assets                                                                    (3,705)          (4,448)
Accrued compensation and benefits                                                1,603           (3,243)
Other liabilities and accrued expenses                                             744           (1,436)
                                                                           ------------     ------------
                                                                                (2,205)          (5,432)
                                                                           ------------     ------------
             Cash provided (used) by operating activities                        6,216             (859)
                                                                           ------------     ------------

Cash flows from financing activities:
- - -----------------------------------------
Proceeds from (repayment of ):
   Short-term bank borrowings                                                    9,474          (11,189)
   Borrowings under financing repurchase and resale agreements, net            (23,104)          (3,056)
   Notes payable                                                                (1,108)            (680)
Proceeds from stock options exercised                                              126              146
Purchase of stock for treasury                                                  (1,714)          (1,260)
Dividends paid                                                                    (369)            (383)
                                                                           ------------     ------------

             Cash used by financing activities                                 (16,695)         (16,422)
                                                                           ------------     ------------

Cash flows from investing activities:
- - -----------------------------------------
Capital expenditures                                                            (2,349)          (1,549)
                                                                           ------------     ------------
             Cash used by investing activities                                  (2,349)          (1,549)
                                                                           ------------     ------------

Net decrease in cash and cash equivalents                                      (12,828)         (18,830)
Cash and cash equivalents at beginning of period                                26,537           30,193
                                                                           ------------     ------------
Cash and cash equivalents at end of period                               $      13,709    $      11,363
                                                                           ============     ============
Cash paid during the quarter for:
   Interest                                                              $      11,098    $       8,710
   Income taxes                                                          $       4,128    $       1,073


</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 March  31,  1996,  IJL's  net  capital  was 21% of its  aggregate  debit
     balances  and  approximately   $39.2  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:

                                                                 Millions

                  For the six months ended September 30, 1996        $5.4

                  For the fiscal year ended September 30,
                                    1997                              7.5
                                    1998                              5.3
                                    1999                              3.4
                                    2000                              1.4
                                    Thereafter                        4.9
                                                             
                                                                   $ 27.9


                                     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  March  31,  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 March 31, 1996 under this facility was $3.0 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 March 31, 1996,  IJL's  commitments  included  forward purchase and sale
     contracts involving  mortgage-backed  securities with long market values of
     approximately  $28.6 million and short market values of approximately $30.1
     million  and  futures  sale  contracts  with short  market  values of $14.2
     million used primarily to hedge municipal bonds. While IJL may from time to
     time participate in the trading of some derivitive securities for its
     customers, this is not a significant portion of IJLs 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  89% of all loans  under
     securities  resale  agreements  at  March  31,  1996  were  made  to  three
     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  March  31,  1996,  approximately  24% 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 $12.8 million for the six months ended
March 31, 1996.  Operating  activities  consumed $2.2 million of cash, offset by
$8.4 million of net income adjusted for depreciation and other non-cash charges.
Financing  activities  used an  additional  $16.7  million of cash while capital
expenditures totaled $2.3 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 March 31, 1996,  these
assets comprised  approximately 91% 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 March 31, 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 March 31, 1996, IJL had net capital of $43.3 million,  "excess
net capital" of approximately $39.2 million, and a net capital ratio of 21%.


Results of Operations

For the six months ended March 31, 1996, net revenues  increased  $26.3 million,
or 38%, from the previous year, while expenses,  other than interest,  increased
$21.6  million,  or 33%. Net income of $5.3 million was up $2.7 million from the
results of the period of a year ago. Net revenues  increased  $13.3 million,  or
36%,  for the three  months ended March 31,  1996,  while  expenses,  other than
interest,  increased  $10.6 million,  or 31%. Net income for the period was $3.1
million  or $.51 per  share,  compared  with $1.6  million or $.25 per share
for the same quarter of a year ago.

Overall, commissions and sales credits increased by about $22.4 million, or 43%,
from the same six-month period of a year ago,  representing  gains of 40% in the
retail sector and 49% in the institutional  sector.  For the three-month  period
ended  March 31,  1996,  commissions  and sales  credits  increased  about $12.3
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 six and three  month  periods.  Increased  sales of mutual fund
shares and  annuity  products  also  contributed  to the  increase in the retail
sector,   while   improving  new  issues  markets  and  increased   activity  in
mortgage-backed securities had a positive impact on the institutional sector for
both periods presented.

Increased  profits of $800,000 in OTC trading were offset by a $350,000 decrease
in fixed  income  trading to produce an  overall  increase  in trading  gains of
$450,000,  or 12% for the six months ended March 31, 1996.  However, an increase
of  $400,000 in OTC  trading  for the  quarter  was  insufficient  to overcome a
decrease of $900,000 in fixed income  trading,  thus producing a net decrease of
$500,000 or 21% 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 $1.1 million, or 61%,
and  $300,000,  or 38%,  from the same six and three month periods of a year ago
due to an improved capital-raising environment,  coupled with an increased level
of managed  underwritings.  Asset  management and advisory fees were up $900,000
and  $450,000  for the six 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 $600,000 and $200,000 for the
six and three month periods,  respectively,  largely attributable to an increase
in money fund service fees.

Interest  revenues were down about $4.6 million for the six months ($2.9 million
for the quarter) ended March 31, 1996 while expenses  decreased $5.6 million and
$3.4 million for the  corresponding  periods.  The  resultant  increases of $1.0
million and $500,000 in net interest income for the six and three month periods,
respectively,  is due primarily to increased  segregated  customer funds, and to
increased  inventories  of  mortgage-backed  and  corporate  securities,  offset
slightly by increased levels of net unmatched repurchase agreements and interest
paid on higher levels of net customer  credits.  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  $17.5 million,  or 40% ($9.5 million
for the quarter), due primarily to an increase in transaction-based  commissions
and other profit-driven  incentives.  Technology and telephone expense increased
$1.7  million,  or 25%,  for the six month  period and  $900,000 for the quarter
primarily due to expenses related to the Company's ongoing program of technology
improvements.  Other operating expenses increased $1.7 million, or 81% ($200,000
for the  quarter)  largely  as a result of  increased  provisions  for legal and
related matters, and of adjustments to the carrying value of certain assets.

                                    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

                  Designation of Exhibit                             Sequential
                       in this Report           Description         Page Number
                              11            Statement Regarding
                                            Computation of Per
                                            Share Earnings               14

                              27            Financial Data Schedule

         (b)      Reports on Form 8-K

                  There were no reports on Form 8-K filed for the three months 
                  ended March 31, 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


         Signature                        Title                    Date



_________________________           President and Chief
      James H. Morgan               Executive Officer           May 15, 1996





_________________________           Vice President - Finance
     Edward C. Ruff                 and Treasurer (Principal
                                    Financial Officer)           May 15, 1996




_________________________           Assistant Vice President
  C. Fred Wagstaff, III             (Principal Accounting
                                    Officer)                     May 15, 1996


                                    Page 13



                                                                Exhibit 11

              STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>


                                                         Six Months Ended                   Three Months Ended
                                                             March 31,                           March 31,
                                                  --------------------------------    --------------------------------
Net income per share was computed as follows:         1996              1995              1996               1995
                                                  --------------    --------------    --------------     -------------
<S>                                            <C>               <C>                <C>                <C>    

Primary:
    Net income                                  $     5,268,197   $     2,533,760   $     3,093,998    $    1,602,197
                                                  ==============    ==============    ==============     =============

1) Weighted average shares outstanding                6,112,079         6,369,903         6,113,568         6,349,441
2) Incremental shares under stock options
      computed under the treasury stock method
      using the average market price of
      issuer's stock during the periods                  30,667            73,296            34,338            80,008
                                                  --------------    --------------    --------------     -------------
3) Weighted average shares and common
      equivalent shares outstanding                   6,142,746         6,443,199         6,147,906         6,429,449
                                                  ==============    ==============    ==============     =============
4) Weighted average shares outstanding
      which were used for calculation         (A)     6,112,079 (A)     6,369,903 (A)     6,113,568  (A)    6,349,441
                                                  ==============    ==============    ==============     =============

    Net income per share                        $          0.86   $          0.40   $          0.51   $          0.25
                                                  ==============    ==============    ==============     =============

Fully Diluted:
1) Unadjusted income                            $     5,268,197   $     2,533,760   $     3,093,998    $    1,602,197

2) Interest on convertible subordinated                 480,089           492,285           240,045           246,148
                                                  --------------    --------------    --------------     -------------

    Adjusted net income                         $     5,748,286   $     3,026,045   $     3,334,043    $    1,848,345
                                                  ==============    ==============    ==============     =============

3) Weighted average shares outstanding                6,112,079         6,369,903         6,113,568         6,349,441

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                                     34,544            95,537            34,544            95,537
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                   7,329,665         7,648,482         7,331,154         7,628,020
                                                  ==============    ==============    ==============     =============

    Net income per share                        $          0.78   $          0.40   $          0.45     $        0.24
                                                  ==============    ==============    ==============     =============

</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>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1996             SEP-30-1996
<PERIOD-START>                             JAN-01-1996             OCT-01-1995
<PERIOD-END>                               MAR-31-1996             MAR-31-1996
<CASH>                                          13,709                  13,709
<RECEIVABLES>                                  202,463                 202,463
<SECURITIES-RESALE>                             63,156                  63,156
<SECURITIES-BORROWED>                            8,458                   8,458
<INSTRUMENTS-OWNED>                             98,803                  98,803
<PP&E>                                          15,816                  15,816
<TOTAL-ASSETS>                                 568,584                 568,584
<SHORT-TERM>                                    21,346                  21,346
<PAYABLES>                                     299,953                 299,953
<REPOS-SOLD>                                    54,833                  54,833
<SECURITIES-LOANED>                                  0                       0
<INSTRUMENTS-SOLD>                              57,774                  57,744
<LONG-TERM>                                     27,663                  27,663
                                0                       0
                                          0                       0
<COMMON>                                         1,377                   1,377
<OTHER-SE>                                      73,226                  73,226
<TOTAL-LIABILITY-AND-EQUITY>                   568,584                 568,584
<TRADING-REVENUE>                                1,871                   3,910
<INTEREST-DIVIDENDS>                             8,346                  16,808
<COMMISSIONS>                                   39,726                  74,043
<INVESTMENT-BANKING-REVENUES>                    1,197                   2,936
<FEE-REVENUE>                                    2,245                   4,390
<INTEREST-EXPENSE>                               5,204                  10,761
<COMPENSATION>                                  32,878                  61,234
<INCOME-PRETAX>                                  5,243                   8,928
<INCOME-PRE-EXTRAORDINARY>                       3,094                   5,268
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     3,094                   5,268
<EPS-PRIMARY>                                     0.51                    0.86
<EPS-DILUTED>                                     0.45                    0.78
        

</TABLE>


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