PIMCO ADVISORS L P /
10-Q, 1996-08-13
INVESTMENT ADVICE
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<PAGE>
 
                       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 1-09772

                              PIMCO ADVISORS L.P.
             (Exact name of registrant as specified in its charter)

         Delaware                                   06-1349805
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization)

                           800  Newport Center Drive
                            Newport Beach, CA 92660
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (714) 717-7022
              (Registrant's telephone number, including area code)

              (Former name, former address and former fiscal year,
                         if changed since last report)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X   No
    -----   -----


               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

   Indicate by check mark whether the registrant has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.

Yes       No 
    -----   -----

   As of June 30, 1996, 13,588,764 publicly traded Class A units of limited
partner interest and 26,557,391 privately-held Class A units of limited partner
interest were issued and outstanding. There were 800,000 units of general
partner interest issued and outstanding at June 30, 1996. In addition, there
were 32,960,826 privately-held Class B units of limited partner interest's
issued and outstanding at June 30, 1996.

<PAGE>
 
                              PIMCO ADVISORS L.P.

                                     INDEX
<TABLE>
<CAPTION>
PART I      FINANCIAL INFORMATION
     <S>                                                                  <C>
     Item 1. Consolidated Financial Statements (Unaudited)

              Consolidated Statements of Financial Condition as of
                   June 30, 1996 and December 31, 1995                        3

              Consolidated Statements of Operations for the six months
                   ended June 30, 1996 and June 30, 1995                      4

              Consolidated Statements of Operations for the three months
                   ended June 30, 1996 and June 30, 1995                      5

              Consolidated Statements of Cash Flows for the six months
                   ended June 30, 1996 and 1995                               6

              Notes to Consolidated Financial Statements                      7

     Item 2. Management's Discussion and Analysis of
              Financial Condition and Results of Operations                8-10
</TABLE> 
<TABLE> 
<CAPTION> 
PART II     OTHER INFORMATION

     <S>                                                                  <C>
     Item 5. Other Information                                               11
 
     Item 6. Exhibits and Reports on Form 8-K                                11
</TABLE>

                                       2
<PAGE>
 
PART I: FINANCIAL INFORMATION
       
       Item 1. Financial Statements

                     PIMCO ADVISORS L.P. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                  (Unaudited)
<TABLE>
<CAPTION>
                                            JUNE 30, 1996    DECEMBER 31, 1995
                                           ---------------  -------------------
<S>                                      <C>              <C>
ASSETS
- ------

Current Assets:
    Cash and cash equivalents               $  58,615,005   $        34,915,170
    Fees receivable                            58,669,514            57,351,994
    Short term investments                     10,933,873            11,531,226
    Notes receivable                            1,744,805             1,230,168
    Other assets - current                      2,669,897             2,620,639
                                           ---------------  --------------------
            Total current assets              132,633,094           107,649,197
 

Investments in limited partnerships             3,924,009             3,384,237
Fixed assets, net of accumulated
 depreciation                                   9,978,509            10,743,184
Intangible assets, net of accumulated
 amortization                                 225,827,253           243,831,819
Other non current assets                        7,990,698             3,983,358
                                           ---------------  --------------------
            Total assets                    $ 380,353,563    $      369,591,795
                                           ===============  ====================
                                           
LIABILITIES AND PARTNERS' CAPITAL
- ---------------------------------

Current Liabilities:
    Accounts payable, accrued expenses
     and other current liabilities          $  26,324,059    $       16,040,212
    Accrued compensation                       39,644,444            21,246,685
                                           ---------------  --------------------
            Total current liabilities          65,968,503            37,286,897

Other non current liabilities                     710,770               748,265
                                           ---------------  --------------------
            Total liabilities                  66,679,273            38,035,162
                                           ---------------  --------------------

Partners' Capital:
    General Partner (800,000 units issued
     and outstanding)                           3,213,298             3,456,973
    Class A Limited Partners (40,146,155
     and 40,121,155 units issued and
     outstanding at June 30,1996 and
     December 31,1995, respectively)          216,777,707           228,465,440
    Class B Limited Partners (32,960,826
     units issued and outstanding)            106,851,293           114,806,204
    Unamortized compensation                  (13,168,008)          (15,171,984)
                                           ---------------  --------------------
            Total Partners' Capital           313,674,290           331,556,633
                                           ---------------  --------------------
            Total liabilities and
             partners' capital              $ 380,353,563    $      369,591,795
                                           ===============  ====================
</TABLE> 

                            See accompanying notes.

                                       3
  
<PAGE>
 
                     PIMCO ADVISORS L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE> 
<CAPTION> 
                                                      FOR THE SIX MONTHS ENDED
                                                   -----------------------------
                                                   JUNE 30, 1996   JUNE 30, 1995
                                                   -------------   -------------
<S>                                                <C>             <C>  
Revenues: 
    Investment advisory fees:
      Private accounts                             $ 103,682,216   $  91,134,047
      Proprietary Funds                               62,715,780      37,211,884
    Distribution and servicing fees                   23,063,662      17,555,387
    Other                                                600,322         682,076
                                                   -------------   -------------
        Total revenues                               190,061,980     146,583,394
                                                   =============   =============

Expenses:
    Compensation and benefits                         84,943,604      70,245,109
    Amortization of intangibles, restricted
     units and option plans                           20,533,230      21,269,916
    Commissions                                       18,352,569      13,046,955
    General and administrative                         8,960,726       4,668,863
    Occupancy and equipment                            4,626,409       4,235,854
    Other                                             10,258,781       7,444,869
                                                   -------------   -------------
        Total expenses                               147,675,319     120,911,566
                                                   -------------   -------------
            Operating income                          42,386,661      25,671,828


    Equity in income of limited partnership               91,551          97,853
    Other income                                       1,288,336       1,721,005
                                                   -------------   -------------
            Income before taxes                       43,766,548      27,490,686
    Provision for taxes                                  595,519         241,994
                                                   -------------   -------------
            Net income                             $  43,171,029   $  27,248,692
                                                   =============   =============

Net income allocated to:
    General Partner                                $     508,325   $     413,562
    Class A Limited Partner Units                     25,501,465      20,700,682
    Class B Limited Partner Units                     17,161,239       6,134,448
                                                   -------------   -------------
            Total                                  $  43,171,029   $  27,248,692
                                                   =============   =============

Net income per unit:
    General Partner and Class A Limited
     Partner unit                                  $        0.64   $        0.52
                                                   =============   =============
    Class B Limited Partner unit                   $        0.47   $        0.17
                                                   =============   =============

Cash distributions paid per unit:
    General Partner and Class A Limited
     Partner unit                                  $       0.940   $       0.709
                                                   =============   =============
    Class B Limited Partner unit                   $       0.762   $       0.215
                                                   =============   =============
</TABLE> 
                            See accompanying notes.

                                       4
 
         

<PAGE>
 
                     PIMCO ADVISORS L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE> 
<CAPTION> 
                                                    FOR THE THREE MONTHS ENDED
                                                   -----------------------------
                                                   JUNE 30, 1996   JUNE 30, 1995
                                                   -------------   -------------
<S>                                                <C>             <C> 
Revenues:
    Investment advisory fees:
      Private accounts                             $  54,887,506   $  46,556,086
      Proprietary Funds                               31,606,081      19,511,632
    Distribution and servicing fees                   12,048,155       9,079,286
    Other                                                300,186         318,127
                                                   -------------   -------------
        Total revenues                                98,841,928      75,465,131
                                                   -------------   -------------

Expenses:
    Compensation and benefits                         43,645,872      35,150,847
    Amortization of intangibles, restricted
     units and option plans                           10,266,615      11,091,696
    Commissions                                        9,478,311       6,804,477
    General and administrative                         4,268,931       2,359,474
    Occupancy and equipment                            2,314,438       2,329,135
    Other                                              5,689,109       4,434,459
                                                   -------------   -------------
        Total expenses                                75,663,276      62,170,088
                                                   -------------   -------------
            Operating income                          23,178,652      13,295,043

    Equity in income of limited partnership               56,201          49,566
    Other income                                         779,280         962,413
                                                   -------------   -------------
            Income before taxes                       24,014,133      14,307,022
    Provision for taxes                                  206,548         198,344
                                                   -------------   -------------
            Net income                             $  23,807,585   $  14,108,678
                                                   =============   =============

Net income allocated to:
    General Partner                                $     263,290         205,574
    Class A Limited Partner Units                     13,212,631      10,296,538
    Class B Limited Partner Units                     10,331,663       3,606,566
                                                   -------------   -------------
            Total                                  $  23,807,584   $  14,108,678
                                                   =============   =============

Net income per unit
    General Partner and Class A Limited
     Partner unit                                  $        0.33   $        0.26
                                                   =============   =============
    Class B Limited Partner unit                   $        0.29   $        0.10
                                                   =============   =============

Cash distributions paid per unit:
    General Partner and Class A Limited
     Partner unit                                  $       0.470   $       0.470
                                                   =============   =============
    Class B Limited Partner unit                   $       0.318   $       0.138
                                                   =============   =============
</TABLE> 
                            See accompanying notes.

                                       5

 
<PAGE>
 
                     PIMCO ADVISORS L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION> 
                                                    FOR THE SIX MONTHS ENDED
                                                  -----------------------------
                                                  JUNE 30, 1996   JUNE 30, 1995
                                                  -------------   -------------
<S>                                               <C>             <C> 
Cash flows from operating activities:
    Net income                                    $  43,171,029   $  27,248,692
    Adjustments to reconcile net income to net
     cash provided by operating activities: 
        Depreciation, amortization, restricted
         unit and option plans                       22,082,155      22,603,732
        Equity in income of limited partnership         (91,551)        (97,853)
        Unrealized loss (gain) on investments           215,948         (51,378)
        Change in operating assets and liabilities:
          Fees receivable                            (1,317,520)    (16,997,488)
          Other assets                               (4,056,598)       (128,312)
          Accounts payable, accrued expenses and
           other current liabilities                 10,283,847      (5,744,140)
          Accrued compensation                       18,397,759      16,666,302
          Other liabilities                             (37,495)       (803,650)
        Other                                            17,767          (3,859)
                                                  --------------  --------------
          Net cash provided by operating
           activities                                88,665,341      42,692,046
                                                  --------------  --------------

Cash flows from investing activities:
    Purchases of fixed assets                        (1,330,004)     (3,974,550)
    Proceeds from sale of fixed assets                  579,970         255,975
    Notes receivable advances                          (573,512)       (100,767)
    Sale of securities                                  440,075          (7,327)
    Investments in limited partnerships                (500,000)       (300,000)
                                                  --------------  --------------
        Net cash used in investing activities        (1,383,471)     (4,126,669)
                                                  --------------  --------------

Cash flows from financing activities:
    Cash distributions paid                         (63,582,035)    (36,050,855)
    Proceeds from options exercised                          -          250,032
                                                  --------------  --------------
        Net cash used in financing activities       (63,582,035)    (35,800,823)
                                                  --------------  --------------


Net increase in cash and cash equivalents            23,699,835       2,764,554

Cash and cash equivalents, beginning of period       34,915,170      55,003,751
                                                  --------------  --------------
Cash and cash equivalents, end of period          $  58,615,005   $  57,768,305
                                                  ==============  ==============

Supplental disclosures:
    Taxes paid                                    $     338,085   $      61,200
                                                  ==============  ==============   
</TABLE> 
                            See accompanying notes.

                                       6

<PAGE>
 
                              PIMCO ADVISORS L.P.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1)   The condensed consolidated financial statements included herein have been
prepared without audit in accordance with the instructions to Form 10-Q pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
PIMCO Partners, G.P., the General Partner, all adjustments, consisting only of
normal recurring adjustments, necessary for a fair statement of (a) the
financial condition at June 30, 1996 and December 31, 1995, (b) the results of
operations for the six- and three-months periods ended June 30, 1996 and 1995,
and (c) the cash flows for the six-month periods ended June 30, 1996 and 1995,
for PIMCO Advisors L.P. ("PA") have been made. It is suggested that these
unaudited condensed consolidated financial statements be read in conjunction
with the consolidated financial statements and notes included in PA's Annual
Report on Form 10-K for the year ended December 31, 1995. Certain
reclassifications have been made to conform the prior period presentation to the
current period presentation. These interim results may not be indicative of the
results which may occur in the future. (See Item 2 - Management's Discussion and
Analysis of Financial Condition and Results of Operations - Results of
Operations).

2)   Earnings per unit are computed under the two-class method and are based on
the weighted average number of units outstanding, assuming the exercise of
dilutive unit options. See Exhibit 11 for the computation of the weighted
average number of units outstanding during the periods.

     Distributions on the units outstanding are paid quarterly in arrears to
unitholders of record as of the thirtieth day of the first month following each
quarter-end.

3)   In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) N0. 123, "Accounting for Stock-Based
Compensation", which will be effective for the Company beginning January 1,
1996. SFAS No. 123 requires expanded disclosures of stock-based compensation
arrangements with employees and encourages (but does not require) compensation
cost to be measured based on the fair value of the equity instrument awarded.
Companies are permitted, however, to continue to apply APB Opinion No. 25, which
recognizes compensation cost based on the intrinsic value of the equity
instrument awarded. PA will continue to apply APB Opinion No. 25 to its unit
based compensation awards to employees and will disclose the required pro forma
effect on net income and earnings per unit in the annual financial statements.

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

   PIMCO Advisors L.P. and subsidiaries ("PA") are primarily involved in
investment advisory services. The investment advisor subsidiaries are as
follows:

            Pacific Investment Management Company ("Pacific Investment
            Management") and its wholly owned subsidiary, StocksPLUS Management,
            Inc. ("StocksPLUS"), manages primarily fixed income investments,
            with approximately $79.9 billion in assets under management;

            Columbus Circle Investors ("CCI") and its wholly owned subsidiary,
            Columbus Circle Trust Company ("CCTC"), manages primarily equity and
            equity related investments, with approximately $14.0 billion in
            assets under management;

            Cadence Capital Management ("Cadence") manages equity and equity
            related investments, with approximately $2.9 billion in assets under
            management;

            Parametric Portfolio Associates ("Parametric"), manages equity and
            equity related investments, with approximately $1.6 billion in
            assets under management;

            NFJ Investment Group ("NFJ"), manages equity and equity related
            investments, with approximately $1.6 billion in assets under
            management; and

            Blairlogie Capital Management ("Blairlogie"), manages equity and
            equity related investments, with approximately $692 million in
            assets under management.

The subsidiaries are each a registered investment advisor and collectively they
provide a broad array of investment management and advisory services for
clients, using separate and distinct investment management styles.

In addition to the investment management subsidiaries, PA sponsors two mutual
fund families: PIMCO Funds (funds for institutional and 401(k)/defined
contribution investors) and PIMCO Advisors Funds (retail funds and the Cash
Accumulation Trust).

RESULTS OF OPERATIONS FOR 1996 COMPARED TO 1995

PA derives substantially all its revenues and net income from advisory fees for
investment management services provided to its institutional and individual
clients and advisory, distribution and servicing fees for services provided to
its two proprietary families of mutual funds ("Proprietary Funds").

Generally, such fees are determined based upon a percentage of client assets
under management and are billed quarterly to institutional clients, either in
advance or arrears, depending on the agreement with the client, and monthly in
arrears to Proprietary Funds. Revenues are determined in large part based upon
the level of assets under management; which itself is dependent upon factors
including market conditions, client decisions to add or withdraw assets from
PA's management and from PA's ability to attract new clients. In addition, PA
has certain accounts which are subject to performance based fee schedules
wherein performance relative to the S&P 500 Index or other benchmarks over a
particular time period can result in additional fees. Such performance based
fees can have a significant effect on revenues, and provide an opportunity to
earn higher fees (as well as lower) than could be obtained under fee
arrangements based solely on a percentage of assets under management.

PA's consolidated 1996 second quarter revenues, including those of its wholly
owned distributor, PIMCO Advisors Distribution Company ("PADCo"), were $98.8
million compared to $75.5 million in the second quarter of 1995, up $23.3
million. Advisory revenues were $86.5 million in the second quarter of 1996
compared to $66.1 million for the same period in 1995, up $20.4 million. For the
six months ended June 30, 1996 PA's consolidated revenues were $190.1 million
compared to $146.6 milllion in 1995. Revenues at the distributor increased to
$26.3 million in 1996 from $18.2 million in 1995. Advisory revenue increases
resulted from both the commitment of new assets by institutional clients and
from market appreciation. These increases were further enhanced by an increase
in performance based fees, which amounted to $7.9 million during the second
quarter of 1996 as compared to $2.9 million during the same period in 1995. For
the six months 

                                       8
<PAGE>
 
ended June 30, 1996 performance fees increased to $11.4 million, from $5.4
million in the comparable period of 1995. The increase in performance based fees
occurred both in a product line that seeks to outperform the S&P 500 Index, and
selected fixed income accounts. Increases at the distributor relate to higher
levels of sales and qualifying assets.

Revenues by operating entity were as follows:

<TABLE> 
<CAPTION> 
                                           Three Months Ended       Six Months Ended
                                                June 30,                 June 30,
                                           1996        1995          1996        1995
                                         ----------------------    --------------------
                                             (In millions)            (In millions)
<C>                                      <C>          <C>          <C>          <C> 
Pacific Investment Management             $   56.1     $   41.1     $  107.2    $   80.6
CCI                                           16.2         12.8         31.7        24.7
Cadence                                        4.5          3.3          8.5         6.4
Parametric                                     0.9          1.1          1.7         2.0
NFJ                                            1.8          1.4          3.5         2.8
PADCo                                         13.6          9.4         26.3        18.2
Other (1)                                      5.7          6.4         11.2        11.9
                                         ----------   ----------   ----------  ----------
                                          $   98.8     $   75.5     $  190.1    $  146.6
                                         ==========   ==========   ==========  ==========
</TABLE> 

(1)  Includes PA's Institutional Services (formerly PFAMCo) and Mutual Funds
     divisions and Blairlogie.

Compensation and benefits in the second quarter of 1996 of $43.6 million were
$8.5 million higher than the same period in 1995. For the six month period, this
cost category increased from $70.2 million in 1995 to $85.0 million in 1996.
These increases reflect additional staffing, at both Pacific Investment
Management and CCI, as well as higher profit sharing expenses which are based on
profits of each of the investment advisor subsidiaries.

Commission expenses, incurred by PADCo related to sales and servicing of retail
mutual funds, increased $2.7 million to $9.5 million in the second quarter of
1996 compared to the same period a year ago, and increased $5.3 million to $18.4
million for the first six months of 1996 compared to 1995, reflecting higher
trail commissions due to an increased level of qualifying assets, as well as
increased "up front" commissions due to higher current sales levels.

General and administrative expenses amounted to $4.3 million during the second
quarter 1996, an increase of $1.9 million over the same period a year ago. This
cost category increased by $4.3 million to $9.0 million for the first half of
1996 compared to 1995. These increases can be primarily attributed to the
conversion of Pacific Investment Management's institutional fund family to a
fixed administrative fee basis resulting in increases to this cost category for
expenses previously borne directly by the funds. There is a corresponding
increase in revenues related to this conversion. These incremental costs account
for substantially all of this increase.

Other expenses in the second quarter of 1996 increased by $1.3 million to $5.7
million from the same period in 1995. Such costs for the first six months of
1996 increased $2.8 million to $10.3 million compared to the same period in
1995. The rise in both periods is principally due to increases in marketing and
promotional costs and professional fees, as well as reductions in reimbursement
agreements with Pacific Mutual related to operating losses of certain
subsidiaries, as those subsidiaries have approached or surpassed profitability.

Net income per unit is computed under the two-class method which allocates net
income to Class A and Class B Limited Partner units in proportion to the
Operating Profit Available for Distribution for each class. Operating Profit
Available for Distribution is defined by PA's partnership agreement and is
computed as the sum of net income plus non-cash charges from the amortization of
intangible assets, non-cash compensation expenses arising from option and
restricted unit plans and losses of any subsidiary which is not a flow-through
entity for tax purposes. Class A Limited Partner and General Partner units are
entitled to a priority distribution of $1.88 per unit per year until December
31, 1997. Because of this, the amount of Operating Profit Available for
Distribution allocated to such units is currently greater than the amount
allocated to Class B Limited Partner units. As a result, the net income
allocated per Class A Limited Partner and General Partner 

                                       9
<PAGE>
 
units is currently greater than the net income allocated per Class B Limited
Partner unit. Due to the priority distribution, any dilution to net income per
unit from the assumed exercise of unit options is currently applied entirely to
Class B Limited Partner units.

CAPITAL RESOURCES AND LIQUIDITY

PA's business has not historically been capital intensive. In general, working
capital requirements had been satisfied out of operating cash flow or short-term
borrowings. PA will make quarterly profit-sharing payments and distributions to
its unitholders. PA may need to finance profit-sharing payments using short-term
borrowings.

PA had approximately $69.5 million of cash and cash equivalents and short-term
investments at June 30, 1996 compared to approximately $46.5 million at December
31, 1995. PA's liquidity not otherwise used for quarterly distributions will be
used for general purposes including profit-sharing payments and for brokers'
commissions on sales of mutual fund shares distributed without a front-end sales
load. PA believes that the level of such commissions may increase in the future
due to the introduction of new products and mutual fund pricing structures which
may require an alternate financing source.

The Partnership distributes substantially all of its "Operating Profit Available
for Distribution", after appropriate reserves, to its partners. Distributions
are paid quarterly, in arrears, on the units outstanding to unitholders of
record on the thirtieth day of the first month following each quarter-end.
During the first six months of 1996, the Partnership distributed $0.94 per Class
A Limited Partner and General Partner unit and $0.762 per Class B Limited
Partner unit related to the fourth quarter of 1995 and first quarter of 1996's
earnings. The Partnership declared a second quarter distribution of $0.47 per
Class A Limited Partner and General Partner unit payable to holders of record on
July 30, 1996. The payment date for this distribution is August 15, 1996. The
partnership also declared a second quarter distribution of $0.447 per Class B
Limited Partner unit payable to holders of record on July 30, 1996. The payment
date for this distribution is August 30, 1996.

PA currently has no long-term debt. In April 1996, the Partnership obtained a
$25 million, four year revolving line of credit for working capital purposes.
This facility was not utilized during the period.

ECONOMIC FACTORS

The general economy including interest rates, inflation and client responses to
economic factors will affect, to some degree, the operations of PA. As a
significant portion of assets under management are fixed income funds,
fluctuations in interest rates could have a material impact on the operations of
PA. PA's advisory business is generally not capital intensive and therefore any
effect of inflation, other than on interest rates, is not expected to have a
significant impact on its operations or financial condition. Client responses to
the economy, including decisions as to the amount of assets deposited may also
impact the operations of PA. Any resulting revenue fluctuations may or may not
be recoverable in the pricing of services offered by PA.

                                       10
<PAGE>
 
PART II:  OTHER INFORMATION

Item 5.  Other Information



Item 6. Exhibits and Reports on Form 8-K

         (a)  Exhibits

         11   Computations of Net Income Per Unit.

         27   Financial Data Schedule.

         (b)  Reports on Form 8-K

                   No reports on Form 8-K were filed during the second quarter
                   of 1996. A report on Form 8-K was filed on July 31, 1996
                   disclosing a change in the registrant's certifying
                   accountant.

                                       11
<PAGE>
 
                                   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.



                                         PIMCO Advisors L.P.


                                         By    /s/ WILLIAM D. CVENGROS
                                               -----------------------

                                                   William D. Cvengros
                                                   Chief Executive Officer


                                         By    /s/ ROBERT M. FITZGERALD
                                               ------------------------

                                                   Robert M. Fitzgerald
                                                   Principal Accounting Officer



August 12, 1996

                                       12

<PAGE>
 
                                                                     EXHIBIT 11

                              PIMCO Advisors L.P.
                 Computations of Primary Net Income Per Unit 
                    (in thousands, except per unit amounts)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                          For the six months ended June 30,
                                                                       ----------------------------------------
                                                                         General Partner
                                                                           and Class A            Class B
                                                                       ----------------------------------------
                                                                         1996       1995       1996      1995
                                                                       --------   --------   --------   -------
<S>                                                                    <C>        <C>        <C>        <C>

Net income                                                             $ 43,171   $ 27,249   $ 43,171   $27,249
                                                                       ========   ========   ========   =======

Weighted average number of units outstanding                             40,924     40,835     32,961    32,961
Weighted average effect of Limited Partnership
    unit options                                                          1,489      1,160      1,343      -  .
                                                                       --------   --------   --------   -------


Weighted average number of units and unit equivalents
    used to calculate net income per unit                                42,413     41,995     34,304    32,961
                                                                       ========   ========   ========   =======

Net income per unit                                                    $   0.64   $   0.52   $   0.47   $  0.17
                                                                       ========   ========   ========   =======
</TABLE> 

<TABLE>
<CAPTION>
 
                                                                          For the three months ended June 30,
                                                                       ----------------------------------------
                                                                         General Partner
                                                                           and Class A            Class B
                                                                       ----------------------------------------
                                                                         1996       1995       1996      1995
                                                                       --------   --------   --------   -------
<S>                                                                    <C>        <C>        <C>        <C>

Net income                                                             $ 23,808   $ 14,109   $ 23,808   $14,109
                                                                       ========   ========   ========   =======

Weighted average number of units outstanding                             40,928     40,852     32,961    32,961
Weighted average effect of Limited Partnership
 unit options                                                             1,503      1,224      1,332      -  .
                                                                       --------   --------   --------   -------


Weighted average number of units and unit equivalents
used to calculate net income per unit                                    42,431     42,076     34,293    32,961
                                                                       ========   ========   ========   =======

Net income per unit                                                    $   0.33   $   0.26   $   0.29   $  0.10
                                                                       ========   ========   ========   =======
</TABLE>

                                      13
<PAGE>
 
                              PIMCO Advisors L.P.
              Computations of Fully Diluted Net Income Per Unit 
                    (in thousands, except per unit amounts)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                           For the six months ended June 30,
                                                                       ----------------------------------------
                                                                         General Partner
                                                                           and Class A            Class B
                                                                       ----------------------------------------
                                                                         1996       1995       1996      1995
                                                                       --------   --------   --------   -------
<S>                                                                    <C>        <C>        <C>        <C>
Net income                                                             $43,171    $ 27,249   $ 43,171   $27,249
                                                                       ========   ========   ========   =======

Weighted average number of units outstanding                             40,924     40,835     32,961    32,961
Weighted average effect of Limited Partnership
 unit options                                                             1,494      1,198      1,369       274
                                                                       --------   --------   --------   -------

Weighted average number of units and unit
 equivalents used to calculate net income per unit                       42,418     42,033     34,330    33,235
                                                                       ========   ========   ========   =======

Net income per unit                                                    $   0.64   $   0.52   $   0.47   $  0.17
                                                                       ========   ========   ========   =======
</TABLE> 
  
<TABLE> 
<CAPTION> 
                                                                           For the three months ended June 30,
                                                                       ----------------------------------------
                                                                         General Partner
                                                                           and Class A            Class B
                                                                       ----------------------------------------
                                                                         1996       1995       1996      1995
                                                                       --------   --------   --------   -------
<S>                                                                    <C>        <C>        <C>        <C>

Net income                                                             $ 23,808   $ 14,109   $ 23,808   $14,109
                                                                       ========   ========   ========   =======

Weighted average number of units outstanding                             40,928     40,855     32,961    32,961
Weighted average effect of Limited Partnership
 unit options                                                             1,514      1,297      1,383       274
                                                                       --------   --------   --------   -------

Weighted average number of units and unit
 equivalents used to calculate net income per unit                       42,442     42,152     34,344    33,235
                                                                       ========   ========   ========   =======

Net income per unit                                                    $   0.33   $   0.26   $   0.29   $  0.10
                                                                       ========   ========   ========   =======
</TABLE>

                                      14

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PIMCO
ADVISORS L.P. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          58,615
<SECURITIES>                                    10,934
<RECEIVABLES>                                   58,669
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               132,633
<PP&E>                                           9,978 <F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 380,354
<CURRENT-LIABILITIES>                           65,968
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       313,674 <F2>
<OTHER-SE>                                    (13,168) <F3>
<TOTAL-LIABILITY-AND-EQUITY>                   380,354
<SALES>                                              0 <F4>
<TOTAL-REVENUES>                               190,062 <F5>
<CGS>                                                0 <F4>
<TOTAL-COSTS>                                  129,671 <F6>
<OTHER-EXPENSES>                                18,004 <F7>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 43,766
<INCOME-TAX>                                       595
<INCOME-CONTINUING>                             43,171
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    43,171
<EPS-PRIMARY>                                      .64 <F8>
<EPS-DILUTED>                                      .47 <F9>
        
<FN>
<F1>  Net of accumulated depreciation and amortization.
<F2>  Entity is a partnership. Amount shown represents Partners' Capital.
<F3>  Amount shown comprises Unamortized Compensation.
<F4>  The partnership is in the service business and has no sales or cost of 
      goods sold of tangible products.
<F5>  Amount shown comprises revenues from services. 
<F6>  Amount shown comprises costs of services.
<F7>  Amount shown is from amortization of intangible assets.
<F8>  Amount shown is for the Partnership's General Partner and Class A Limited 
      Partner Units.
<F9>  Amount is for the Partnership's Class B Limited Partner Units.
</FN>

</TABLE>


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