FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) (x) QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 1993 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 No. 1-9318 FRANKLIN RESOURCES, INC. (Exact Name Of Registrant As Specified In Its Charter) Delaware 13-2670991 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 777 Mariners Island Blvd., San Mateo, CA 94404 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number,including area code (415) 312-2000 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 and (2) has been subject to the filing requirements for at least 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 documents and reports required to be filed by Sections 12, 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 _____ APPLICABLE ONLY TO CORPORATE ISSUERS Outstanding: 82,253,292 shares, common stock, par value $.10 per share at February 7, 1993. (Title of Class) Exhibit index - See page 14 PART I FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS In the opinion of management, all appropriate adjustments necessary to a fair presentation of the results of operations have been made for the periods shown. Franklin Resources, Inc. Consolidated Statements Of Income Unaudited (dollar amounts in thousands, except per share data) For the Three Months Ended December 31, 1992 1993 Operating revenues: Investment management fees $102,749 $151,888 Underwriting commissions, net 15,207 29,569 Transfer, trust and related 8,590 11,961 fees Banking, real estate and 4,202 5,070 other ------- ------- Total operating revenues 130,748 198,488 ------- ------- Operating expenses: General and administrative 59,848 84,457 Selling expenses 11,705 15,662 Amortization of goodwill 1,033 4,542 Interest expense of banking subsidiary 2,826 2,356 ------- ------- Total operating expenses 75,412 107,017 ------- ------- Operating income 55,336 91,471 ------- ------- Other income (expenses): Investment and other income 6,373 5,719 Interest expense (5,486) (8,055) ------- ------- Other income (expenses),net 887 (2,336) ------- ------- Income before taxes on income 56,223 89,135 Taxes on income 21,458 30,134 ------- ------- Net income $34,765 $59,001 ======= ======= Earnings per share: Primary $.43 $.70 ==== ==== Fully diluted $.43 $.70 ==== ==== Franklin Resources, Inc. Consolidated Balance Sheets Unaudited (dollar amounts in thousands) September 30, December 31, Assets 1993 1993 Current Assets: Cash and cash equivalents $ 293,777 $ 346,008 Receivables: Fees from Franklin/Templeton Group of Funds 63,471 74,650 Proceeds from sale of funds'shares 39,150 - Other 16,860 17,718 Investments in the Franklin/Templeton Group of Funds, available-for-sale 72,401 64,071 Current deferred taxes 5,971 4,967 Prepaid expenses and other 5,812 5,534 ---------- ---------- Total current assets 497,442 512,948 ---------- ---------- Franklin Bank Assets: Cash and cash equivalents 9,175 7,708 Loans receivable, net 128,820 162,875 Investment securities, available- for-sale 69,962 58,016 Premises and equipment, net 170 237 Other assets 3,029 3,608 ---------- ---------- Total bank assets 211,156 232,444 ---------- ---------- Other Assets: Investments: Investment securities, available-for-sale 74,624 79,744 Real estate 9,393 9,398 Deferred costs 10,367 12,468 Premises and equipment, net 65,821 71,155 Goodwill, net of $17,972 and $22,513 accumulated amortization, respectively 696,973 694,342 Other assets 15,758 15,017 ---------- ---------- Total other assets 872,936 882,124 ---------- ---------- $1,581,534 $1,627,516 ========== ========== Franklin Resources, Inc. Consolidated Balance Sheets (Continued) Unaudited (dollar amounts in thousands) September December 30 31 1993 1993 Liabilities and Stockholders' Equity Current Liabilities: Trade payables and accrued expenses $ 91,708 $ 117,762 Current maturities of long-term debt 51,716 50,387 Payable to funds for shares sold 38,695 - Dividends payable 5,747 6,582 ---------- ---------- Total current liabilities 187,866 174,731 ---------- ---------- Franklin Bank Liabilities: Deposits of account holders: Interest bearing demand deposits 10,794 9,070 Non-interest bearing demand deposits 8,986 19,898 Savings and time deposits 175,055 187,068 Other liabilities 974 1,254 ---------- ---------- Total bank liabilities 195,809 217,290 ---------- ---------- Other Liabilities: Bank debt 296,000 284,541 Subordinated debentures 150,000 150,000 Other notes and capital leases payable 8,820 4,979 Deferred tax liabilities 10,999 8,588 Other liabilities 11,662 12,704 ---------- ---------- Total other liabilities 477,481 460,812 ---------- ---------- Total liabilities 861,156 852,833 ---------- ---------- Stockholders' Equity: Common stock, $.10 par value, 100,000,000 shares authorized; 82,098,580 and 82,253,292 shares issued and outstanding, respectively 8,210 8,225 Capital in excess of par value 83,683 90,710 Retained earnings 630,399 682,820 Less unearned restricted stock compensation (8,335) (14,067) Unrealized gain on investment securities, net of tax 6,242 7,080 Foreign currency translation adjustment 179 (85) ---------- ---------- Total stockholders' equity 720,378 774,683 ---------- ---------- $1,581,534 $1,627,516 ========== ========== Franklin Resources, Inc. Consolidated Statements Of Cash Flows for the three months ended December 31, 1992 and 1993 Unaudited (dollars in thousands) 1992 1993 Cash flows from operating activities: Net income $ 34,765 $ 59,001 -------- -------- Items reconciling net income to net cash provided by operating activities: Decrease in receivables, prepaid expenses and other 12,147 25,079 Decrease in trade payables and accrued expenses (39,312) (38,536) Increase in current taxes payable 16,192 25,894 Decrease in deferred taxes payable - (1,407) Depreciation and amortization 4,498 9,708 Losses (gains) on investments 231 (1,218) -------- -------- Total reconciling items (6,244) 19,520 -------- -------- Net cash provided by operating 28,521 78,521 activities -------- -------- Cash flows from investing activities: Liquidation of mutual funds, net 117,585 11,352 Purchase of bank investment portfolio (50,735) (27,421) Liquidation of bank investment portfolio 34,955 38,996 Liquidation (purchase) of real estate investments 399 (6) Liquidation (purchase) of other investments 1,450 (5,959) Net (increase) decrease in bank loans receivable 3,320 (34,017) Purchase of premises and equipment and other (4,780) (7,702) Acquisition of Templeton, net of cash acquired (628,824) - -------- -------- Net cash used in investing activities (526,630) (24,757) -------- -------- Cash flows from financing activities: Increase in deposits of bank account holders, net 11,816 21,481 Exercise of common stock options 2,002 - Dividends paid on common stock (5,070) (5,747) Acquisition of treasury stock - (2,106) Issuance of bank debt 360,000 - Payments on notes and capital leases (3,881) (16,628) -------- -------- Net cash (used in) provided by financing activities 364,867 (3,000) -------- -------- Net increase (decrease) in cash and cash equivalents: (133,242) 50,764 Cash and cash equivalents beginning of period 308,644 302,952 -------- -------- Cash and cash equivalents end of $175,402 $353,716 period ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $7,728 $8,004 Income taxes $4,839 $5,005 Supplemental disclosure of non-cash information: Value of common stock issued in Templeton acquisition $99,872 - Value of common stock issued in other transactions - $1,650 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Franklin Resources, Inc. and its majority-owned subsidiaries ("the Company") derives its revenue from its principal line of business which is providing investment management, administra tion, and related services to the Franklin and Templeton Groups of Mutual Funds, managed accounts and other investment products. On October 30, 1992, the Company acquired the assets and liabilities of Templeton, Galbraith & Hansberger, Ltd. ("Templeton"), which performs investment management, distribution, and shareholder service functions for the Templeton Group of Mutual Funds and managed accounts. Total assets under management as of December 31, 1993 were $114.2 billion. The Company has a diversified base of assets under management and a full range of investment management products and services to meet a wide range of investment needs of individuals and institutions. The Company continues to expand its range of investment products and services in the United States and abroad. The Company's revenues are derived largely from the amount and composition of assets under management. Consequently, fluctuations in financial markets impact revenues and the results of operations. Although current industry expectations are for continued growth, no assurance can be given that historical growth levels will be maintained. Material Changes in Financial Condition Cash and cash equivalents were $346.0 million at December 31, 1993, an increase of $52.2 million (18%) from $293.8 million at September 30, 1993. This increase results from the collection of the increase in receivables generated from the increase in revenues during the period. Fee receivables from the Franklin/Templeton Group of Funds were $74.6 million at December 31, 1993, an increase of $11.1 million (17%) from $63.5 million at September 30, 1993. This increase results from an increase in revenue generated from the increase in funds under management during the period. Proceeds from sale of funds' shares was zero at December 31, 1993, decreasing from $39.2 million at September 30, 1993. During the prior fiscal year such proceeds were processed through the underwriter subsidiaries bank account. During the current fiscal year the proceeds were processed through the mutual fund clearing accounts, consequently these movements are no longer reflected on the Company's balance sheet. Franklin Bank loan receivables were $162.9 million at December 31, 1993, an increase of $34.1 million (26%) from $128.8 million at September 30, 1993. This increase is primarily attributable to increases in credit card and dealer auto loans. Trade payables and accrued expenses were $117.8 million at December 31, 1993, an increase of $26.1 million (28%) from $91.7 million at September 30, 1993. This increase is a result of greater expenses incurred during the period. Payable to funds for shares sold was zero at December 31, 1993, decreasing from $38.7 million at September 30, 1993. This change resulted from the change as described under the caption above "proceeds from sale of funds' shares." Franklin Bank's non-interest bearing demand deposits were $19.9 million at December 31, 1993, an increase of $10.9 million (121%) from $9.0 million at September 30, 1993. This increase results from larger balances retained in accounts by customers. Bank Debt was $284.5 million at December 31, 1993, a decrease of $11.5 million (4%) from $296.0 million at September 30, 1993. This decrease is a result of principal payments made during the period. Swap agreements previously entered into in order to fix interest rates on $205 million of the original term loan range from 3.73% to 5.02% on original maturities of one to three years. The effective rate of interest under the loan facility, including the reduced margin and payments to be made pursuant to the swap arrangements was 4.26% at December 31, 1993. Stockholders' equity was $774.7 million at December 31, 1993, an increase of $54.3 million (8%) from $720.4 million at September 30, 1993. Unearned restricted stock compensation was $14.1 million at December 31, 1993, an increase of $5.8 million (70%) from $8.3 million at September 30, 1993. This increase is the result of additional grants of the company stock to certain of the company's employees which is restricted for periods of up to four years from the date of grant. The value of the grant amounts are amortized over the restricted period. Cash provided by operating activities for the three month period ended December 31, 1993 was $78.5 million, an increase of $50.0 million (175%) from $28.5 million for the three month period ended December 31, 1992. Net cash expended from investing activities for the three month period ended December 31, 1993 was $24.8 million, a decrease of $501.8 million (95%) from $526.6 million for the three month period ended December 31, 1992. This material change resulted from the use of $628.8 million in the purchase of Templeton during the prior period reported. The Company generated a net increase in cash and cash equivalents of $50.8 million during the three month period ended December 31, 1993, an increase of $184.0 million from a net decrease in cash and cash equivalents of $133.2 million for the period ended December 31, 1992. At December 31, 1993, the Company held liquid assets in excess of $578.6 million, including $353.7 million of cash and cash equivalents. Net cash expended from financing activities for the three month period ended December 31, 1993 was $3.0 million, a decrease of $367.9 million (101%) from net cash provided of $364.9 million for the three month period ended December 31, 1992. The material change resulted from the $360 million issuance of bank debt in the prior period which was used in the Company's acquisition financing of Templeton. (2) Material Changes in Results of Operations Net income for the three month period ended December 31, 1993 was $59.0 million, an increase of $24.2 million (70%) from $34.8 million for the three month period ended December 31, 1992. These increases were primarily attributable to a material increase in the amount of revenues earned from the Franklin and Templeton Groups of Funds. The following analysis of material changes in results of operations include the impact of the Templeton business from the acquisition date of October 30, 1992. The Franklin/Templeton business has operated as a unified organization since the time of the acquisition and consequently, the following discussion and analysis addresses the unified organization. Assets Under Management Total assets under management were $114.2 billion at December 31, 1993, an increase of $23.4 billion (26%) from 90.8 billion at December 31, 1992. Such increases during the period are principally attributable to increased net additions to market appreciation of assets under management. As shown in the following table, a material portion (55%) of the total net assets under management at December 31, 1993 were in fixed income instruments held in portfolios of tax-free income funds and U.S. government bond funds. Net assets of tax-free income funds were $41.4 billion, an increase of $6.6 billion (19%), from $34.8 billion at December 31, 1992. Net assets of U.S. government bond funds were $18.4 billion at December 31, 1993, a decrease of $1.2 billion (-6%) over the prior 1992 period. During the period reported, investors continued to be attracted to tax-free income funds due to the increase in federal income tax rates and away from U.S. government bond funds as interest rates generally declined. Net assets of equity and equity income funds were $40.7 billion at December 31, 1993, an increase of $16.4 billion (67%) from $24.3 billion at December 31, 1992. Equity and equity income funds represent 36% of the Company's total assets under management at December 31, 1993 as compared to (27%) at December 31, 1992. Investors continued to be attracted to the higher returns which were generated in the equity and equity income funds during this period. The Templeton products, which invest primarily in the global equity and fixed income markets, continued to receive increased investor interest as compared to prior periods. Assets of managed accounts were $8.3 billion at December 31, 1993, an increase of $0.8 billion (11%) from $7.5 billion at December 31, 1992. Managed account assets represent 7% of the Company's total assets under management. The Company strongly believes there are opportunities in the managed account business and intends to aggressively expand in this area. FRANKLIN RESOURCES, INC. Net Assets Under Management December 31, (In $ millions) 1992 1993 FRANKLIN GROUP OF FUNDS: Tax-Free Income Funds (exclusive of Money Funds) $34,777 $41,434 U.S. Government Bond Funds (primarily GNMAs) 19,635 18,431 Equity/Income Funds 11,035 17,175 Money Funds 2,540 2,605 ------ ------- Total FRANKLIN GROUP OF FUNDS 67,987 79,645 ------ ------- Templeton Family of Funds Equity Funds 13,309 23,537 Fixed Income Funds 1,919 2,652 ------ ------- Total Templeton Family of Funds 15,228 26,189 ------ ------- Managed Accounts: Franklin 2,065 497 Templeton 5,474 7,842 ------ ------- Total Managed Accounts 7,539 8,339 ------ ------- Total $90,754 $114,173 ====== ======== The Company furthered the diversification of its assets under management during the period when it become the investment manager and underwriter for the $150 million Huntington international currency funds in November of 1993. The Company continues to expect interest in its full range of products with greater relative growth in the global/international equity and tax-free income products over the near-term. Operating Revenues Total operating revenues were $198.5 million for the three month period ended December 31, 1993, an increase of $67.8 million (52%) from $130.7 million for the three month period ended December 31, 1992. Investment management fees for the three month period ended December 31, 1993 were $151.9 million, an increase of $49.2 million (48%) from $102.7 million for the three month period in 1992. These increases are the result of a general increase in assets under management resulting from both market appreciation and net additional assets under management. Net underwriting commissions for the three month period ended December 31, 1993 were $29.6 million, an increase of $14.4 million (95%) from $15.2 million for the three month period ended December 31, 1992. These increases resulted from higher sales than in the prior period. Sales of Franklin and Templeton Funds include a commission of which a significant portion is reallowed to selling intermediaries. Revenues from underwriting commissions are earned primarily from Templeton mutual fund sales and through commissions charged on the reinvestment of dividends into most Franklin Funds. It is the Company's intention to modify the Franklin mutual funds sales commission structure with the implementation of a distribution plan pursuant to Rule 12b-1 of the Investment Company Act of 1940 and the elimination of commissions charged on the reinvestment of dividends. The Boards of Directors of certain of the Franklin Group of Funds have approved the adoption of distribution plans, which are subject to the approval of the mutual fund's shareholders, and the modified sales commission structure. The impact of these changes are not expected to have material overall impact on revenue while providing a more competitive sales structure. Shareholder approval of these distribution plans would permit implementation in May, 1994. Transfer, trust and related fees were $12.0 million for the three month period ended December 31, 1993, an increase of $3.4 million (40%) from $8.6 million for the three month period ended December 31, 1992. These fees are generally fixed charges per account which vary with the particular type of mutual fund and service being rendered. Consequently, these fees are dependent upon the number of shareholder accounts, with mutual fund sales and redemptions generally having a direct impact. Banking, real estate and other revenues for the three month period ended December 31, 1993 were $5.1 million, an increase of $.9 million (21%) from $4.2 million for the three month period ended December 31, 1992. The banking subsidiary incurred operating loss of $.03 million during the three month period ended December 31, 1993, a decrease of $2.5 million (101%) from $2.5 million for the three month period ended December 31, 1992. Management does not currently anticipate any immediate significant increase in earnings. The Company's real estate operations incurred an operating loss of $0.3 million for the three month period ended December 31, 1993, an improvement of $1.3 million (81%) from a loss of $1.6 million for the three month period ended December 31, 1992. These losses are a result of the continued depressed real estate market. Operating Expenses Operating expenses were $107.0 million for the three month period ended December 31, 1993, an increase of $31.6 million (42%) from $75.4 million for the three month period ended December 31, 1992. These increases principally result from the general expansion of the Company's business. General and administrative expenses for the three month period ended December 31, 1993 were $84.5 million, an increase of $24.7 million (41%) from $59.8 million for the three month period ended December 31, 1992. A significant portion of this increase is a result of higher employment costs resulting from increased employment and premise and equipment increases resulting from the expansion of the Company's business. Selling expenses were $15.7 million for the three month period ended December 31, 1993, an increase of $4.0 million (34%) from $11.7 million for the three month period ended December 31, 1992. The Company continues to capitalize on the positive environment in the investment management industry by advertising and promoting the Company's range of investment products and services in the United States and other international markets. Amortization of goodwill was $4.5 million for the three month period ended December 31, 1993, an increase of $3.5 million (350%) from $1.0 million for the three month period ended December 31, 1992. This increase is attributable to the amortization of goodwill resulting from the Company's acquisition of Templeton. Interest expense of the banking subsidiary was $2.4 million, a decrease of $.0.4 million (14%) from $2.8 million for the three month period ended December 31, 1992. These decreases result primarily from the generally falling levels of market interest rates during the period. Total operating expenses will likely continue to increase with the Company's continued expansion, the increase in competition and the Company's commitment to continually improving its products and services. The Company continues to focus on operating profit margins as opposed to the absolute level of operating expenses while the Company expands. Operating income as a percentage of operating revenue was 46% for the three month period ended December 31, 1993 as compared to 42% for the comparable period ended 1992. Operating income for the three month period ending December 31, 1993 was $91.5 million, an increase of $36.2 million (65%) from $55.3 million for the three month period ended December 31, 1992. Growth in operating income will continue to be dependant upon general economic growth, the strength of the capital markets and the Company's ability to meet market demands with competitive products and services. Other Income (Expense) Investment and other income for the three month period ended December 31, 1993 was $5.7 million, a decrease of $.0.7 million (11%) from $6.4 million for the three month period ended December 31, 1992. The net decrease in investment income resulted from a combination of factors, including the decline in the average level of interest rates and lower dividend rates on investments. Non-banking interest expense for the three month period ended December 31, 1993 was $8.1 million, an increase of $2.6 million (47%) from $5.5 million for the three month period ended December 31, 1992. The increase in interest expense is attributable to the debt incurred in the Company's acquisition of Templeton. SEGMENT INFORMATION The Company or its subsidiaries conduct operations in four principal geographic areas of the world. North America, the Bahamas, Europe and Asia Pacific. Revenue by geographic area includes fees and commissions charged to customers and fees charged to affiliates in other areas. Operating income by geographic area is defined as revenue less expenses excluding interest expense. Identifiable asset are those assets used exclusively in the operations of each geographic area. The table below is for the three month period ended December 31, 1993. December 31, 1992 Adjustments North and America Bahamas Europe Asia/Pacific Eliminations Consolidated Revenues from: Unaffiliated customers $116,769 $11,069 $859 $2,051 - $130,748 Affiliates 441 - 778 - (1,219) - ------ ------- ------ ------ -------- -------- Total $117,210 $11,069 $1,637 $2,051 $(1,219) $130,748 ====== ======= ====== ====== ======== ======== Operating income (loss) $ 32,299 $ 8,897 $(686) $(259) - $ 40,251 ====== ====== ====== ====== ======== ======= Identifiable assets $463,444 $399,498 $339,976 $123,623 $1,326,541 ======== ======= ======= ======== Corporate assets 49,824 ---------- Total assets $1,376,365 =========== December 31, 1993 Adjustments North and America Bahamas Europe Asia/Pacific Eliminations Consolidated Revenues from: Unaffiliated customers $162,104 $22,710 $3,999 $9,675 - $198,488 Affiliates 1,659 66 15 2,122 (3,862) - ------ ------- ------ ------- -------- -------- Total $163,763 $22,776 $4,014 $11,797 $(3,862) $198,488 ====== ======= ====== ======= ======== ======== Operating income (loss) $ 44,351 $16,465 $(386) $6,626 - $67,056 ====== ======= ====== ====== ======== ======= Identifiable assets $943,944 $456,724 $23,266 $128,841 $1,552,775 ======== ======== ======= ======== Corporate assets 74,741 ------ Total assets $1,627,516 ========= The Company believes that operationally, all of its business activities fall within the single industry segment of financial services. Set forth below is a separation of certain segments of the Company's business activities based upon historical distinctions of certain areas of business (in thousands). December For The Three 31, 1992 Months Ended December 31, 1992 Identified Operating Assets Revenues Income [S] [C] [C] [C] Mutual funds $1,157,105 $120,619 $36,675 Banking 204,412 4,220 2,454 Real estate 12,744 (232) (1,614) Insurance and others 2,104 6,141 2,736 --------- -------- ------- Company Totals $1,376,365 $130,748 $40,251 ========= ======== ======= [/TABLE] December For The Three Months 31, 1993 Ended December 31, 1993 Mutual funds $1,346,162 $178,238 $60,422 Banking 233,124 4,725 (34) Real estate 9,095 312 (332) Insurance and others 39,135 15,213 7,000 others ---------- -------- ------- Company Totals $1,627,516 $198,488 $67,056 ========== ======== ======= FRANKLIN RESOURCES, INC. PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 3. Pending Legal Proceedings from Registrant's Form 10-K for the fiscal year ended September 30, 1993 is hereby incorporated herein in its entirety by this reference. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are files as part of the report: Exhibit 11 - Computation of per share earnings. (See page 14) (b) Reports on Form 8-K - None Exhibit 11 COMPUTATION OF PER SHARE EARNINGS Earnings per share are based on net income divided by the average number of shares outstanding including common stock equivalents during the period. The computation would have been substantially the same as below on a fully diluted basis. The computations are: For The Three Months Ended December 31, 1992 1993 Average outstanding 80,127,606 82,127,601 shares Common stock 894,456 1,864,208 equivalents ---------- ---------- Total shares 81,022,062 83,991,809 ========== ========== Net income $34,765,000 $59,001,000 =========== ========== Earnings per share of common stock $.43 $.70 ==== ==== 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. FRANKLIN RESOURCES, INC. Registrant /S/ Martin L. Flanagan Date: February 14, 1994 Martin L. Flanagan Senior Vice-President, Treasurer and Chief Financial Officer