FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 (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, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-9109 RAYMOND JAMES FINANCIAL, INC. (Exact name of registrant as specified in its charter) Florida No. 59-1517485 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 880 Carillon Parkway, St. Petersburg, Florida 33716 (Address of principal executive offices) (Zip Code) (813) 573-3800 (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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the close of the latest practicable date. 1,249,014 shares of Common Stock as of May 3, 1995 RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Form 10-Q for the Quarter Ended March 31, 1995 INDEX PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Statement of Financial Condition as of March 31,1995 (unaudited), and September 30,1994 2 Consolidated Statement of Operations (unaudited) for the three and six month periods ended March 31, 1995 and March 25,1994 3 Consolidated Statement of Cash Flows (unaudited) for the six months ended March 31,1995 and March 25,1994 4 Notes to Consolidated Financial Statements (unaudited) 5-6 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 7-9 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 11: Computation of Earnings Per Share 10 (b) Reports on Form 8-K: Dated February 28, 1995, reporting the finalization of a $50 million revolving line of credit, the hiring of Kenneth W. Corba as the chief investment officer and growth equity portfolio manager of Eagle Asset Management and the appointment of Bert Boksen as the small cap equities portfolio manager of Eagle Asset Management. All other items required in Part II have been previously filed or are not applicable for the quarter ended March 31, 1995. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (in thousands, except share amounts) March 31, September 30, 1995 1994 (Unaudited) ASSETS Cash and cash equivalents $ 71,865 $ 54,021 Assets segregated pursuant to Federal regulations: Cash and cash equivalents 186,000 145,398 Short-term investments 63,502 14,964 Other investments 9,925 33,872 Other short-term investments 34,868 47,332 Receivables: Brokerage customers 373,897 348,077 Stock borrowed 1,036,910 747,272 Brokers and dealers 22,397 14,410 Other 36,516 14,643 Trading and investment account securities 200,689 169,381 Investment in leveraged lease 10,325 9,940 Property and equipment, net 42,109 42,080 Deferred income taxes 21,182 20,584 Prepaid expenses and other assets 41,363 36,288 ---------- ---------- $2,151,548 $1,698,262 LIABILITIES AND STOCKHOLDERS' EQUITY Mortgage note payable $ 13,165 $ 13,243 Payables: Brokerage customers 675,326 516,794 Stock loaned 1,030,628 771,666 Brokers and dealers 24,780 23,837 Trade and other 80,762 46,811 Trading account securities sold but not yet purchased 39,695 33,032 Accrued employee compensation 43,635 59,514 Income taxes payable 3,163 5,913 ---------- --------- 1,911,154 1,470,810 ---------- --------- Commitments and contingencies - - Stockholders' equity: Preferred stock; $.10 par value; authorized 10,000,000 shares; outstanding -0- shares - - Common stock; $.01 par value; authorized 50,000,000 shares; issued 20,520,615 and 21,777,271 shares 217 217 Additional paid-in capital 50,720 52,375 Unrealized gain on securities available for sale 32 - Retained earnings 206,582 192,280 257,551 244,872 ----------- ---------- Less: 1,256,656 and 1,282,929 common shares in treasury, at cost (17,157) (17,420) ----------- ---------- 240,394 227,452 ----------- ----------- $2,151,548 $1,698,262 =========== =========== See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) (in thousands, except per share amounts) Three Months Ended Six Months Ended March 31, March 25, March 31, March 25, 1995 1994 1995 1994 Revenues: Securities commissions $ 75,114 $ 77,006 $146,709 $160,786 Investment banking 7,062 18,929 12,488 35,836 Investment advisory fees 9,133 12,973 21,037 24,467 Interest 21,790 12,389 41,470 25,587 Principal trading profits 5,211 2,194 5,807 4,661 Financial service fees 2,922 2,117 8,339 6,656 Other 4,446 4,461 5,541 6,489 -------- -------- -------- -------- 125,678 130,069 241,391 264,482 -------- -------- -------- -------- Expenses: Employee compensation 73,785 82,936 143,760 169,205 Data communications 6,322 6,521 12,578 12,012 Occupancy and equipment costs 5,374 3,688 10,398 7,221 Clearance and floor brokerage 1,819 1,912 3,783 3,826 Interest 14,386 7,663 26,733 15,414 Business development 3,498 3,337 7,200 6,904 Other 4,198 4,305 8,130 8,992 -------- -------- -------- -------- 109,382 110,362 212,582 223,574 -------- -------- -------- -------- Income before income taxes and minority interests 16,296 19,707 28,809 40,908 Provision for income taxes 6,195 7,368 10,828 15,298 Minority interests in income (losses) of consolidated subsidiaries 1 (9) (10) (16) --------- --------- --------- --------- Net income $ 10,100 $ 12,348 $ 17,991 $ 25,626 ========= ========= ========= ========= Net income per share $ .49 $ .57 $ .87 $ 1.18 ========= ========= ========== ========= Cash dividends declared per common share $ .09 $ .08 $ .18 $ .16 ========= ========= ========== ========= Average common equivalent shares outstanding 20,699 21,747 20,639 21,747 ========= ========= ========== ========= See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Increase (Decrease) in Cash and Cash Equivalents (UNAUDITED) (in thousands) Six Months Ended March 31, March 25, 1995 1994 Cash flows from operating activities: Net income $ 17,991 $ 25,626 -------- --------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 5,056 2,881 (Increase) decrease in assets: Short-term investments (36,074) (24,025) Deposits with clearing organizations (3,585) (11,472) Receivable from: Brokerage customers (25,820) (52,728) Stock borrowed (289,638) (386,337) Brokers and dealers (7,987) 18,025 Other (21,873) 5,719 Trading account securities (698) (32,188) Deferred income taxes (598) (1,863) Prepaid expenses and other assets (1,875) 7,062 Increase (decrease) in liabilities: Payable to: Brokerage customers 158,532 2,295 Stock loaned 258,962 404,838 Brokers and dealers 943 10,809 Trade and other 18,951 (1,758) Accrued employee compensation and other expenses(15,879) (9,227) Income taxes payable (2,750) (4,645) --------- --------- Total adjustments 35,667 (72,614) --------- --------- Net cash provided by (used in) operating activities 53,658 (46,988) --------- --------- Cash flows from investing activities: Additions to property and equipment, net (5,085) (4,260) --------- --------- Cash flows from financing activities: Borrowings from banks and financial institutions 15,000 - Payments on borrowings from banks & financial institutions (78) (70) Issuance of common stock 1,904 1,582 Purchase of treasury stock (3,296) (6,359) Cash dividends on common stock (3,689) (3,436) Unrealized gain on securities available for sale 32 - --------- -------- Net cash provided by (used in) financing activities 9,873 (8,283) --------- -------- Net increase (decrease) in cash and cash equivalents 58,446 (59,531) Cash and cash equivalents at beginning of period 199,419 153,557 -------- --------- Cash and cash equivalents at end of period $257,865 $ 94,026 ======== ========= Supplemental disclosures of cash flow information: Cash paid for interest $ 25,639 $ 13,668 Cash paid for taxes $ 13,880 $ 21,806 See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 31, 1995 Basis of Consolidation The consolidated financial statements include the accounts of Raymond James Financial, Inc. and its consolidated subsidiaries (the "Company"). All material intercompany balances and transactions have been eliminated in consolidation. These statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments made are of a normal recurring nature. 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 year. Commitments and Contingencies In connection with certain limited partnerships syndicated by Raymond James & Associates, Inc., the Company is contingently liable as guarantor of certain loans totalling $385,000 at March 31, 1995. In connection with the early payoff of its $5.8 million loan to Cumberland Healthcare Fund, L.P. I-A, the Company has a commitment through October 1, 1996, to relend up to $5 million upon request. No use of this facility is currently anticipated. The Company is a defendant or co-defendant in various lawsuits incidental to its securities business. The Company is contesting the allegations in these cases and believes that there are meritorious defenses in each of these lawsuits. In view of the number and diversity of claims against the Company, the number of jurisdictions in which litigation is pending and the inherent difficulty of predicting the outcome of litigation and other claims, the Company cannot state with certainty what the eventual outcome of pending litigation or other claims will be. In the opinion of management, based on discussions with counsel, the outcome of these matters will not result in a material adverse effect on the financial position or results of operations. Capital Transactions The Company's Board of Directors has, from time to time, adopted resolutions authorizing the Company to repurchase its common stock for the funding of its incentive stock option and stock purchase plans and other corporate purposes. On February 17, 1995, the Board of Directors authorized the repurchase of an additional 385,525 shares of common stock, bringing the cummulative total authorized to 3,125,416. Of these 2,126,558 shares had been purchased as of March 31, 1995. In December 1994, the Board of Directors of the Company increased the quarterly cash dividend to $.09 per share. Net Capital Requirements The broker-dealer subsidiaries of the Company are subject to the requirements of Rule 15c3-1 under the Securities Exchange Act of 1934. This rule requires that aggregate indebtedness, as defined, not exceed fifteen times net capital, as defined. Rule 15c3-1 also provides for an "alternative net capital requirement" which, if elected, requires that net capital be equal to the greater of $250,000 or two percent of aggregate debit items computed in applying the formula for determination of reserve requirements. The New York Stock Exchange may require a member organization to reduce its business if its net capital is less than four percent of aggregate debit items and may prohibit a member firm from expanding its business and declaring cash dividends if its net capital is less than five percent of aggregate debit items. The net capital positions of the Company's broker-dealer subsidiaries at March 31, 1995 were as follows: Raymond James & Associates, Inc.: (alternative method elected) Net capital as a percent of aggregate debit items 16.00% Net capital $71,587,000 Required net capital $ 8,779,000 Investment Management & Research, Inc.: Ratio of aggregate indebtedness to net capital 1.62 Net capital $ 3,127,000 Required net capital $ 339,000 Robert Thomas Securities, Inc.: Ratio of aggregate indebtedness to net capital 5.28 Net capital $ 695,000 Required net capital $ 250,000 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION General While the current quarter's results compare unfavorably to the prior year, it is encouraging to note the improvement over the immediately preceding quarter. Business activity has strengthened, propelling equity indices to record levels and retracing part of 1994's dramatic rise in long- term interest rates. Although volatility has been high, the trends recently have been positive and investor confidence appears to be building. Results of Operations - Three months ended March 31, 1995 compared with three months ended March 25, 1994. Total revenues declined 3%, from $130,069,000 to $125,678,000, while net income fell 18%, from $12,348,000 to $10,100,000. Securities commission revenues decreased only slightly, despite a significant drop in mutual fund and annuity sales. Production per Account Executive is well below the prior year, and the recruiting pace is below the Company's historic average. Investment banking revenues remain well below the prior year's level, which reflected the tail end of a record period for underwriting volume. Investment advisory fees declined 30% as a result of institutional growth equity accounts transferring to Liberty Investment Management (as shown below), a joint venture between the Company and a former employee, effective January 1, 1995. Pursuant to the agreement, the Company will receive 50% of the revenue from these accounts for the next 5 years, while bearing none of the expenses. March 31, March 25, % Increase 1995 1994 (Decrease) Financial Assets Under Management (000's): Eagle Asset Management, Inc. $1,659,000 $5,639,000 (71%) Heritage Family of Mutual Funds 1,615,000 1,537,000 5% Investment Advisory Services 723,000 706,000 2% Awad and Associates 240,000 197,000 22% Focus Investment Advisors 47,000 53,000 (11%) Carillon Asset Management 81,000 81,000 0% Subtotal 4,365,000 8,213,000 (47%) ------------ ---------- Liberty Investment Management 4,409,000 - (100%) ----------- ---------- Total financial assets $8,774,000 $8,213,000 7% =========== =========== Principal trading profits were up significantly, reflecting the improved market conditions discussed above. Net interest income achieved a quarterly record of $7.4 million. Higher interest rates have led to increased earnings on the Company's capital, largely invested in fixed income securities either as inventories or short- term investments. Additionally, both customer margin loan and credit interest balances reached all-time highs. Raymond James Bank, FSB is also becoming a meaningful contributor to interest earnings. The decrease in employee compensation expense reflects the declines in commission expense and in the numerous incentive compensation arrangements which are a function of departmental, subsidiary and overall firm profitability. The significant increase in occupancy and equipment costs was due to increased retail branch office space and the purchase of additional satellite and computer workstation equipment, the latter being depreciated over very short periods for financial reporting purposes. Results of Operations - Six months ended March 31, 1995 compared with six months ended March 25, 1994. Total revenues for the six months ended March 31, 1995 declined 9% from $264,482,000 to 241,391,000. Net income of $17,991,000 was 30% below the prior year figure of $25,626,000. (The underlying reasons for most of the variances to the prior year period are substantially the same as the comparative quarterly discussion above and the statements contained in such foregoing discussion also apply to the six month comparison. Therefore, this section is limited to the discussion of additional factors influencing the comparative six months results.) The increase in principal trading profits is attributable to improved fixed income trading results. Financial Condition The Company's balance sheet has increased since fiscal year end, primarily the result of increased stock loan/borrow activity. In addition, increased customer credit interest balances led to a rise in assets segregated for the benefit of customers. Liquidity and Capital Resources Net cash provided by operating activities for the 6 months was $53,658,000. Net income plus the net increase in customer credit balances were the primary sources of cash. Investing and financing activities provided $4,788,000 of cash during the 6 months, primarily due to $15 million in short-term bank borrowings, which more than offset fixed asset purchases and cash dividends paid. The Company has long-term debt in the amount of $13,165,000 in the form of a mortgage on the first of its two current headquarters buildings. The second building was constructed using internally generated funds. During the quarter, the Company obtained a $50 million unsecured corporate line of credit. This facility has no immediate use identified, but is intended to enable the Company to take advantage of emergent opportunities. The Company's broker-dealer subsidiaries are subject to requirements of the Securities and Exchange Commission relating to liquidity and capital standards (see Notes to Consolidated Financial Statements). Effects of Inflation The Company's assets are primarily liquid in nature, and are not significantly affected by inflation. Management believes that the changes in replacement cost of property and equipment would not materially affect operating results. However, the rate of inflation affects the Company's expenses, including employee compensation, data communications and occupancy, which may not be readily recoverable through charges for services provided by the Company. EXHIBIT 11 RAYMOND JAMES FINANCIAL, INC. COMPUTATION OF EARNINGS PER SHARE (in thousands, except per share amounts) Three Months Ended Six Months Ended March 31, March 25, March 31, March 25, 1995 1994 1995 1994 Net income $10,100 $12,348 $17,991 $25,626 ======= ======= ======= ======= Average number of common shares and equivalents outstanding during the period 20,486 21,389 20,479 21,368 Additional shares assuming exercise of stock options (1) 213 358 160 379 ------- ------- ------- ------- Average number of common shares used to calculate earnings per share 20,699 21,747 20,639 21,747 ======== ======= ======= ======= Net income per share $ .49 $ .57 $ .87 $ 1.18 ======== ======= ======= ======= (1) Represents the number of shares of common stock issuable on the exercise of dilutive employee stock options less the number of shares of common stock which could have been purchased with the proceeds from the exercise of such options. These purchases were assumed to have been made at the average market price of the common stock during the period, or that part of the period for which the option was outstanding. 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. RAYMOND JAMES FINANCIAL, INC. (Registrant) Date: May 12, 1995 /s/ THOMAS A. JAMES Thomas A. James Chairman and Chief Executive Officer /s/ JEFFREY P. JULIEN Jeffrey P. Julien Vice President - Finance and Chief Financial Officer