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 29, 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 1-9109 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. 20,842,326 shares of Common Stock as of May 8, 1996 RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Form 10-Q for the Quarter Ended March 29, 1996 INDEX ----- PART I. FINANCIAL INFORMATION PAGE --------------------- ---- Item 1. Financial Statements Consolidated Statement of Financial Condition as of March 29, 1996 (unaudited) and September 29, 1995 2 Consolidated Statement of Operations (unaudited) for the three and six month periods ended March 29, 1996 and March 31, 1995 3 Consolidated Statement of Cash Flows (unaudited) for the six months ended March 29, 1996 and March 31, 1995 4 Notes to Consolidated Financial Statements (unaudited) 5 Item 2. Management's Financial Discussion and Analysis 7 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 March 29, 1996. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (in thousands, except share amounts) March 29, September 29, 1996 1995 --------------------------- (Unaudited) ASSETS Cash and cash equivalents $ 65,203 $ 59,737 Securities purchased under agreements to resell 30,045 26,680 Assets segregated pursuant to Federal Regulations: Cash and cash equivalents 566 3,158 Securities purchased under agreements to resell 500,435 330,804 Short-term and other investments 10,016 34,017 Trading and investment account securities 74,838 74,815 Available for sale securities 192,157 114,941 Held to maturity securities - 11,210 Receivables: Brokerage customers 409,760 397,201 Stock borrowed 1,202,034 775,288 Brokers, dealers and clearing organizations 58,257 49,135 Other 21,561 24,886 Investment in leveraged lease 10,738 10,581 Property and equipment, net 38,112 40,946 Deferred income taxes 20,531 20,980 Prepaid expenses and other assets 41,884 38,336 --------------------------- $2,676,137 $2,012,715 =========================== LIABILITIES AND SHAREHOLDERS' EQUITY Mortgage note payable $ 12,998 $ 13,084 Payables: Brokerage customers 967,998 774,476 Stock loaned 1,202,272 785,784 Brokers, dealers and clearing organizations 25,495 17,542 Trade and other 77,402 58,721 Trading account securities sold but not yet purchased 31,453 17,377 Accrued compensation 63,871 73,367 Income taxes payable 2,853 6,171 --------------------------- 2,384,342 1,746,522 =========================== Commitments and contingencies Shareholders' equity: Preferred stock; $.10 par value; authorized 10,000,000 shares; issued and outstanding -0- shares - - Common stock; $.01 par value; authorized 50,000,000 shares; issued 21,777,271 shares 217 217 Additional paid-in capital 50,040 50,685 Unrealized gain (loss) on securities available for sale, net of deferred taxes (590) 146 Retained earnings 254,940 231,029 --------------------------- 304,607 282,077 Less: 938,895 and 1,163,573 common shares in treasury, at cost (12,812) (15,884) --------------------------- 291,795 266,193 --------------------------- $2,676,137 $2,012,715 =========================== 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 29, March 31, March 29, March 31, 1996 1995 1996 1995 ------------------------------------------- Revenues: Securities commissions $110,572 $ 75,114 $202,342 $146,709 Investment banking 10,593 6,859 21,678 12,282 Investment advisory fees 11,458 9,445 23,030 21,353 Interest 33,183 21,790 59,747 41,470 Correspondent clearing 971 898 1,847 1,842 Net trading and investment profits 3,430 5,211 6,209 5,807 Financial service fees 4,500 3,390 8,279 6,206 Other 4,012 2,971 7,613 5,722 ------------------------------------------- 178,719 125,678 330,745 241,391 ------------------------------------------- Expenses: Employee compensation 106,060 73,785 195,473 143,760 Communications 7,990 6,322 14,789 12,578 Occupancy and equipment 6,128 5,374 12,199 10,398 Clearing and floor brokerage 2,927 1,819 5,306 3,783 Interest 22,277 14,386 38,913 26,733 Business development 3,859 3,498 7,864 7,200 Other 4,824 4,198 11,221 8,130 ------------------------------------------- 154,065 109,382 285,765 212,582 ------------------------------------------- Income before provision for income taxes 24,654 16,296 44,980 28,809 Provision for income taxes 9,352 6,195 17,100 10,828 Minority interests in income(losses) of consolidated subsidiaries (11) 1 26 (10) ------------------------------------------- Net income $ 15,313 $ 10,100 $ 27,854 $ 17,991 =========================================== Net income per share $ .73 $ .49 $ 1.33 $ .87 =========================================== Cash dividends declared per share $ .095 $ .09 $ .19 $ .18 =========================================== Average common equivalent shares outstanding 21,031 20,699 20,962 20,639 =========================================== See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (in thousands) Six Months Ended -------------------------- March 29, March 31, 1996 1995 --------------------------- Cash flows from operating activities: Net income $ 27,854 $ 17,991 --------------------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,581 5,056 Increase (decrease) in assets: Short-term and other investments 24,001 (4,127) Securities available for sale and held to (66,006) (107,254) maturity Receivables: Brokerage customers (12,559) (25,820) Stock borrowed (426,746) (289,638) Brokers, dealers and clearing organizations (9,122) (7,987) Other 3,325 (21,873) Trading and investment account securities, net 14,053 74,609 Deferred income taxes 449 (598) Prepaid expenses and other assets (3,705) (5,460) Increase (decrease) in liabilities: Payables: Brokerage customers 193,522 158,532 Stock loaned 416,488 258,962 Brokers, dealers and clearing organizations 7,953 943 Trade and other 18,681 18,951 Accrued compensation (9,496) (15,879) Income taxes payable (3,318) (2,750) Total adjustments 153,101 35,667 -------------------------- Net cash provided by operating activities 180,955 53,658 -------------------------- Cash flows from investing activities: Additions to property and equipment, net (2,747) (5,085) -------------------------- Cash flows from financing activities: Borrowings from banks and financial institutions - 15,000 Repayments on mortgage note (86) (78) Issuance of common stock 2,427 1,904 Purchase of treasury stock - (3,296) Cash dividends on common stock (3,943) (3,689) Unrealized gain (loss) on securities available for sale, net (736) 32 -------------------------- Net cash provided by (used in) financing activities (2,338) 9,873 -------------------------- Net increase in cash and cash equivalents 175,870 58,446 Cash and cash equivalents at beginning of period 420,379 199,419 -------------------------- Cash and cash equivalents at end of period $596,249 $257,865 ========================== Supplemental disclosures of cash flow information: Cash paid for interest $ 36,188 $ 25,639 ========================== Cash paid for taxes $ 19,969 $ 13,880 ========================== See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) MARCH 29, 1996 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 March 29, 1996. 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 to relend up to $5 million upon request through October 1, 1996. No use of this facility is currently anticipated. The Company has committed to lend to, or guarantee other debt for, Gateway Tax Credit funds ("Gateway") up to $6 million upon request. The borrowings would be secured by properties under development. The commitment expires on November 30, 1997 at which time any outstanding balances would be due and payable. 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. As of March 29, 1996, management has Board authorization to purchase up to 999,000 shares. At their meeting on February 16, 1996, the Board of Directors of the Company declared the quarterly cash dividend of $.095 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 29, 1996 were as follows (dollar amounts in thousands): Raymond James & Associates, Inc.: (alternative method elected) Net capital as a percent of aggregate debit items 28% Net capital $120,627 Required net capital $8,684 Investment Management & Research, Inc.: Ratio of aggregate indebtedness to net capital 1.34 Net capital $4,549 Required net capital $407 Robert Thomas Securities, Inc.: Ratio of aggregate indebtedness to net capital 3.91 Net capital $1,683 Required net capital $439 MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS General - ------- With the exception of a late upward move in interest rates, January through March 1996 had all the elements of an exceptionally strong period for the securities industry. Unprecedented transaction volume and robust investment banking activity resulted from volatile yet generally favorable equity markets. Results of Operations - Three months ended March 29, 1996 compared with - --------------------- three months ended March 31, 1995. Total revenues of $178,719,000 were the Company's highest ever, representing a 42% increase over last year's $125,678,000. Net income also established a record, increasing 52% to $15,313,000 from the prior year's $10,100,000. Securities commission revenues increased significantly over the prior year, led by a near doubling in sales of mutual funds and annuities. Transaction volume set a record for the quarter with over 665,000 trades processed, a 34% increase over the prior year. From March 1995 to March 1996, the number of account executives increased only 8%, highlighting the increased productivity realized by existing account executives. Investment banking revenues increased by more than 50%. The average size of managed/co-managed deals grew from $28 million in the first quarter of fiscal 1995 to $62 million in the first quarter of fiscal 1996. In addition, consulting and merger and acquisition fees increased substantially. Investment advisory fees increased 22%, reflecting the growth in assets under the various asset management programs. This growth reflects a combination of improved net sales and market appreciation. March 29, March 31, % Increase 1996 1995 (Decrease) ---------------------------------------- Assets Under Management (000's): Eagle Asset Management, Inc. $ 2,104,000 $ 1,659,000 27% Heritage Family of Mutual Funds 2,256,000 1,615,000 40% Investment Advisory Services 914,000 723,000 26% Awad and Associates Asset Management 432,000 240,000 80% Focus Investment Advisors - 47,000 (100%) Carillon Asset Management 60,000 81,000 (26%) ---------------------------------------- Total Financial Assets Under Management $ 5,766,000 $ 4,365,000 32% ======================================== Tangible Assets Under Management$ 1,529,000$ 928,000 65% ======================================== Net interest income of $10.9 million was 47% higher than the prior year and established a seventh consecutive quarterly record. Growth in customer deposit balances, in both the brokerage and banking subsidiaries, has continued at a rapid pace. The decrease in net trading and investment profits reflects the difficult fixed income environment experienced late in the current year quarter. The rise in employee compensation expense is a result of increased commission expense commensurate with the growth in securities commission revenues and increased incentive compensation accruals which are based on departmental and company-wide profitability. Communications expense has increased over the same quarter of the prior year due to increased telephone and quotation service expenses. Clearing and floor brokerage expenses have increased at a rate in excess of the growth in relevant commission categories due to exchange fees related to the Company's recently acquired specialist operations. All other expenses have increased as a result of overall business growth. Results of Operations - Six months ended March 29, 1996 compared with six - --------------------- months ended March 31, 1995. Revenues for the six months ended March 29, 1996 increased 37% from $241,391,000 to $330,745,000. Net income increased 55% from $17,991,000 to $27,854,000. (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 month results.) The growth in investment advisory fees for the year to date does not reflect as great an increase as the three month period, as the prior year to date figure includes the final quarter of fees related to $4.3 billion of institutional growth equity accounts which were transferred to Liberty Investment Management, Inc. as of January 1, 1995. Subsequent to the transfer, the Company receives 50% of the fee revenues from these accounts for the five year period ending December 31, 1999. The increase in other expense for the six month period ended March 29, 1996 encompasses higher bad debt and legal accruals than in the same period in the prior year. Financial Condition - ------------------- The Company's total assets have increased significantly since fiscal year end, the combined result of increased matched-book stock loan program balances and increased customer cash balances, particularly in the credit interest program. The increase in customer cash balances is reflected as an increased brokerage customer payable and results in a corresponding increase in assets segregated pursuant to Federal Regulations. Liquidity and Capital Resources - ------------------------------- Net cash provided by operating activities for the six months was $180,955,000. The primary source of this increase was the aforementioned increased customer cash balances, which does not give rise to cash available for use in normal operations due to regulatory segregation requirements. Investing and financing activities used $5,085,000 during the six months, the primary uses being the payment of cash dividends and purchases of property and equipment, with an offsetting source being employee stock purchases and exercise of stock options. The Company has long-term debt in the amount of $12,998,000 in the form of a mortgage on the first of its two current headquarters buildings. The second building was constructed using internally generated funds. The Company has two committed lines of credit. During 1995, the parent company obtained an unsecured $50 million line for general corporate purposes. In addition, a $50 million line was established to finance Raymond James Credit Corporation, a Regulation G subsidiary organized to provide loans collateralized by restricted or control shares of public companies. In addition, Raymond James & Associates, Inc. has uncommitted lines of credit aggregating $255,000,000. 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, 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 29, March 31, March 29, March 31, 1996 1995 1996 1995 ------------------------------------------------- Net income $15,313 $10,100 $27,854 $17,991 ================================================= Average number of common shares and equivalents outstanding during the period 20,802 20,486 20,721 20,479 Additional shares assuming exercise of stock options (1) 229 213 241 160 ------------------------------------------------- Average number of common shares used to calculate earnings per share 21,031 20,699 20,962 20,639 ================================================= Net income per share $ .73 $ .49 $ 1.33 $ .87 ================================================= (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 10, 1996 /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