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 June 30, 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. 20,569,686 shares of Common Stock as of August 3, 1995 RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Form 10-Q for the Quarter Ended June 30, 1995 INDEX PART I. FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Statement of Financial Condition as of June 30, 1995 (unaudited) and September 30, 1994 2 Consolidated Statement of Operations (unaudited) for the three and nine month periods ended June 30, 1995 and June 24, 1994 3 Consolidated Statement of Cash Flows (unaudited) for the nine months ended June 30, 1995 and June 24, 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: None All other items required in Part II have been previously filed or are not applicable for the quarter ended June 30, 1995. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (in thousands, except share amounts) June 30, September 30, 1995 1994 ----------- ------------- (UNAUDITED) ASSETS Cash and cash equivalents $ 64,759 $ 54,021 Assets segregated pursuant to Federal regulations: Cash and cash equivalents 302,364 145,398 Short-term investments 44,016 14,964 Other investments - 33,872 Other short-term investments 13,440 47,332 Receivables: Brokerage customers 385,103 348,077 Stock borrowed 1,052,066 747,272 Brokers and dealers 42,899 14,410 Other 24,758 14,643 Trading and investment account securities 205,977 169,381 Investment in leveraged lease 10,468 9,940 Property and equipment, net 41,727 42,080 Deferred income taxes 21,179 20,584 Prepaid expenses and other assets 36,680 36,288 ---------- ---------- $2,245,436 $1,698,262 LIABILITIES AND STOCKHOLDERS' EQUITY ========== ========== Mortgage note payable $ 13,125 $ 13,243 Payables: Brokerage customers 726,801 516,794 Stock loaned 1,045,814 771,666 Brokers and dealers 35,648 23,837 Trade and other 73,750 46,811 Trading account securities sold but not yet purchased 34,674 33,032 Accrued employee compensation 54,906 59,514 Income taxes payable 7,452 5,913 ---------- --------- 1,992,170 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 21,777,271 shares 217 217 Additional paid-in capital 50,722 52,375 Unrealized gain (loss) on securities available for sale 277 (79) Retained earnings 218,570 192,359 ---------- --------- 269,786 244,872 Less: 1,210,040 and 1,282,929 common shares in treasury, at cost (16,520) (17,420) ---------- --------- 253,266 227,452 ---------- ---------- $2,245,436 $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 Nine Months Ended June 30, June 24, June 30, June 24, 1995 1994 1995 1994 -------- --------- -------- -------- Revenues: Securities commissions $ 85,569 $ 70,878 $232,279 $231,664 Investment banking 13,267 13,849 25,754 49,685 Investment advisory fees 9,642 11,632 30,680 36,098 Interest 28,080 14,660 69,549 40,247 Principal trading profits 4,857 62 10,664 4,723 Financial service fees 5,170 3,802 13,509 10,445 Other 2,358 2,854 7,899 9,357 -------- -------- -------- -------- 148,943 117,737 390,334 382,219 Expenses: Employee compensation 85,198 74,556 228,958 243,762 Data communications 6,071 6,936 18,649 18,947 Occupancy and equipment costs 5,373 4,058 15,771 11,279 Clearance and floor brokerage 2,116 2,080 5,899 5,906 Interest 19,576 9,538 46,308 24,952 Business development 3,929 3,669 11,130 10,573 Other 5,008 5,014 13,138 14,006 -------- -------- --------- -------- 127,271 105,851 339,853 329,425 Income before income taxes and minority interests 21,672 11,886 50,481 52,794 Provision for income taxes 7,832 4,431 18,660 19,728 Minority interests in income (losses) of consolidated subsidiaries 2 7 (8) (8) -------- -------- -------- -------- Net income $ 13,838 $ 7,448 $ 31,829 $ 33,074 ======== ======== ======== ======== Net income per share $ .67 $ .35 $ 1.54 $ 1.54 ======== ======== ======== ======== Cash dividends declared per common share $ .09 $ .08 $ .27 $ .24 ======== ======== ======== ======== Average common equivalent shares outstanding 20,775 21,123 20,670 21,533 ======== ======== ======== ======== 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) Nine Months Ended June 30, June 24, 1995 1994 -------- --------- Cash flows from operating activities: Net income $ 31,829 $ 33,074 -------- -------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 7,739 4,742 (Increase) decrease in assets: Short-term investments 4,840 (30,327) Deposits with clearing organizations 1,272 (11,533) Receivable from: Brokerage customers (37,026) (69,535) Stock borrowed (304,794) (120,597) Brokers and dealers (28,489) 17,652 Other (10,115) 12,546 Trading and investment account securities (1,082) (95,535) Deferred income taxes (595) (1,641) Prepaid expenses and other assets (2,192) 1,072 Increase (decrease) in liabilities: Payable to: Brokerage customers 210,007 90,666 Stock loaned 274,148 149,413 Brokers and dealers 11,811 17,134 Trade and other 26,939 5,826 Accrued employee compensation (4,608) (6,285) Income taxes payable 1,539 (4,904) -------- --------- Total adjustments 149,394 (41,306) -------- --------- Net cash provided by (used in) operating activities 181,223 (8,232) -------- --------- Cash flows from investing activities: Additions to property and equipment, net (7,386) (7,293) -------- --------- Cash flows from financing activities: Borrowings from banks and financial institutions - 15,000 Payments on borrowings from banks & financial institutions (118) (107) Issuance of common stock 2,462 2,650 Purchase of treasury stock (3,296) (12,449) Cash dividends on common stock (5,539) (5,093) Nonqualified options exercised 81 - Unrealized gain on securities available for sale 277 - -------- -------- Net cash provided by (used in) financing activities (6,133) 1 -------- -------- Net increase (decrease) in cash and cash equivalents 167,704 (15,524) Cash and cash equivalents at beginning of period 199,419 153,557 -------- -------- Cash and cash equivalents at end of period $367,123 $138,033 ======== ======== Supplemental disclosures of cash flow information: Cash paid for interest $ 44,135 $ 24,094 ======== ======== Cash paid for taxes $ 13,880 $ 26,273 ======== ======== See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 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 totaling $385,000 at June 30, 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 incident al 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. As of June 30, 1995, management has Board authorization to purchase up to 1 million additional shares. 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 June 30, 1995 were as follows: Raymond James & Associates, Inc.: (alternative method elected) Net capital as a percent of aggregate debit items 22% Net capital $93,264,000 Required net capital $8,376,000 Investment Management & Research, Inc.: Ratio of aggregate indebtedness to net capital 1.76 Net capital $3,164,000 Required net capital $371,000 Robert Thomas Securities, Inc.: Ratio of aggregate indebtedness to net capital 4.37 Net capital $1,075,000 Required net capital $313,000 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION General In a quarter reminiscent of 1992 or 1993, the Company generated record revenues during the three months ended June 30. Profit margins returned to historically high levels, yielding the second most profitable quarter in the Company's history. A confluence of interrelated factors, including all-time highs in the equity markets, surging transaction volume, a resurgence of investment banking activity and a favorably trending bond market, led to the strong results. Results of Operations - Three months ended June 30, 1995 compared with three months ended June 24, 1994. Total revenues increased to a record $148,943,000, a 27% increase over last year's $117,737,000, while net income rose 86% to $13,838,000 from $7,448,000. Securities commission revenues increased significantly, driven by a 38% jump in equity commission revenues. Transaction volume for the quarter of nearly 600,000 was the Company's heaviest ever. The number of account executives increased 11% from the prior year, totaling 2,390 at June 30, 1995. While investment banking revenues were relatively flat with the prior year, they compare favorably to the previous three quarters. This is the result of a restimulation of investment banking activity as the combination of higher stock prices and generally favorable economic conditions induced corporations to raise capital. Investment advisory fees declined 17% 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. Exclusive of this factor, investment advisory fees did not quite keep pace with the increase in assets under management due to a moderate shift to fixed income assets, which carry a lower management fee. June 30, June 24, % Increase 1995 1994 (Decrease) ---------- ------------ ---------- Financial Assets Under Management (000's): Eagle Asset Management, Inc. $1,776,000 $1,759,000 1% Eagle Accounts Transferred to Liberty Investment Management - 4,101,000 (100%) Heritage Family of Mutual Funds 1,783,000 1,502,000 19% Investment Advisory Services 786,000 725,000 8% Awad and Associates 292,000 198,000 47% Focus Investment Advisors - 51,000 (100%) Carillon Asset Management 81,000 90,000 (10%) ---------- ---------- Subtotal 4,718,000 8,426,000 (44%) Liberty Investment Management 4,409,000 - - ---------- ---------- Total $9,127,000 $8,426,000 8% ========== ========== Net interest income of $8.5 million established a fourth consecutive quarterly record. 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. While still relatively small, Raymond James Bank, FSB, continues to grow as a meaningful contributor to interest earnings. Principal trading profits reflect the improved market conditions and compare particularly favorably to the prior year's third quarter, during which the Company experienced losses in fixed income inventory accounts. Increased financial service fees reflect the increased number of clients electing wrap fee accounts over traditional commissions. The increase in employee compensation expense reflects the increased commission expense, an 8% increase in administrative and clerical salaries (reflecting overall firm growth and normal salary increases), and an increase in incentive compensation accruals related to 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 - Nine months ended June 30, 1995 compared with nine months ended June 24, 1994. Total revenues for the nine months ended June 30, 1995 increased 2% from $382,219,000 to $390,334,000. Net income of $31,829,000 was 4% below the prior year figure of $33,074,000. (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 nine month comparison. Therefore, this section is limited to the discussion of additional factors influencing the comparative nine months results.) Securities commissions have reached figures comparable to the prior year period due to improved equity volume in the most recent quarter. Investment banking revenues, although improved over the prior several quarters, were well below prior year figures which reflected an extremely robust period for underwriting volume. Decreased employee compensation expense reflects a slight decline in commission expense and decreases in certain incentive compensation arrangements, which are a function of departmental and subsidiary profitability. Financial Condition The Company's statement of financial condition has increased significantly since fiscal year end, primarily the result of increased stock loan/borrow activity and increased customer credit interest balances, the latter leading to a rise in assets segregated for the benefit of customers. Liquidity and Capital Resources Net cash provided by operating activities for the nine months was $181,223,000. Net income plus the net increase in customer credit balances were the primary sources of cash. Investing and financing activities used $13,519,000 of cash during the nine months, primarily due to fixed asset purchases, cash dividends paid and repurchases of the Company's common stock. The Company has long-term debt in the amount of $13,125,000 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 year, the Company obtained a $50 million unsecured 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 Nine Months Ended June 30, June 24, June 30, June 24, 1995 1994 1995 1994 ------- ------- ------- ------- Net income $13,838 $ 7,448 $31,829 $33,074 ======= ======= ======= ======= Average number of common shares and equivalents outstanding during the period 20,541 20,828 20,500 21,188 Additional shares assuming exercise of stock options (1) 234 295 170 345 ------- ------- ------- ------- Average number of common shares used to calculate earnings per share 20,775 21,123 20,670 21,533 ======= ======= ======= ======= Net income per share $ .67 $ .35 $ 1.54 $ 1.54 ======= ======= ======= ======= (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: August 7, 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