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 28, 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. 20,865,694 shares of Common Stock as of_August 5, 1996 RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Form 10-Q for the Quarter Ended June 28, 1996 INDEX ----- PART I. FINANCIAL INFORMATION PAGE --------------------- Item 1. Financial Statements Consolidated Statement of Financial Condition as of June 28, 1996 (unaudited) and September 29, 1995 2 Consolidated Statement of Operations (unaudited) for the three and nine month periods ended June 28, 1996 and June 30, 1995 3 Consolidated Statement of Cash Flows (unaudited) for the nine months ended June 28, 1996 and June 30, 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 June 28, 1996. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (in thousands, except share amounts) June 28, September 29, 1995 1995 --------------------------- (Unaudited) ASSETS Cash and cash equivalents $ 104,727 $ 59,737 Securities purchased under agreements to resell 66,808 26,680 Assets segregated pursuant to Federal Regulations: Cash and cash equivalents 10,365 3,158 Securities purchased under agreements to resell 427,862 330,804 Short-term and other investments - 34,017 Trading and investment account securities 111,933 74,815 Available for sale securities 202,588 114,941 Held to maturity securities - 11,210 Receivables: Customers 453,768 397,201 Stock borrowed 1,078,667 775,288 Brokers, dealers and clearing organizations 62,171 49,135 Other 26,327 24,886 Investment in leveraged leases 19,560 10,581 Property and equipment, net 37,698 40,946 Deferred income taxes 20,352 20,980 Prepaid expenses and other assets 43,464 38,336 -------------------------- $2,666,290 $2,012,715 ========================== LIABILITIES AND SHAREHOLDERS' EQUITY Bank notes payable $ 30,483 $ 13,084 Payables: Customers 1,031,144 774,476 Stock loaned 1,066,336 785,784 Brokers, dealers and clearing organizations 27,780 17,542 Trade and other 55,983 58,721 Trading account securities sold but not yet purchased 58,693 17,377 Accrued compensation 81,710 73,367 Income taxes payable 5,616 6,171 -------------------------- 2,357,745 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 50,186 50,685 Unrealized gain (loss) on securities available for sale, net of deferred taxes (1,082) 146 Retained earnings 271,539 231,029 -------------------------- 320,860 282,077 Less: 902,539 and 1,163,573 common shares in treasury, at cost (12,315) (15,884) -------------------------- 308,545 266,193 -------------------------- $2,666,290 $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 Nine Months Ended ------------------------------------------- June 28, June 30, June 28, June 30, 1996 1995 1996 1995 ------------------------------------------- Revenues: Securities commissions $118,219 $ 85,569 $320,561 $232,279 Investment banking 20,941 13,267 42,619 25,548 Investment advisory fees 12,902 9,754 35,932 31,108 Interest 33,303 28,080 93,051 69,549 Correspondent 1,199 897 3,045 2,739 Net trading and investment profits 3,028 4,857 9,236 10,664 Financial service fees 5,040 3,676 13,319 9,932 Other 3,562 2,843 11,176 8,515 ------------------------------------------ 198,194 148,943 528,939 390,334 ------------------------------------------ Expenses: Employee compensation 119,006 85,198 314,478 228,958 Data processing and communications 7,468 6,071 22,257 18,649 Occupancy and equipment 5,772 5,373 17,971 15,771 Clearing and floor brokerage 1,985 2,116 7,292 5,899 Interest 22,293 19,576 61,206 46,308 Business development 4,562 3,929 12,426 11,130 Other 6,547 5,008 17,769 13,138 ------------------------------------------ 167,633 127,271 453,399 339,853 ------------------------------------------ Income before provision for income taxes 30,561 21,672 75,540 50,481 Provision for income taxes 11,940 7,832 29,040 18,660 Minority interest in income(loss) of consolidated subsidiary 39 2 64 (8) ------------------------------------------ Net income $ 18,582 $ 13,838 $ 46,436 $ 31,829 ========================================== Net income per share $ .88 $ .67 $ 2.21 $ 1.54 ========================================== Cash dividends declared per share $ .095 $ .09 $ .285 $ .27 ========================================== Average common equivalent shares outstanding 21,103 20,775 21,005 20,670 ========================================== See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (in thousands) Nine Months Ended ------------------------- June 28, June 30, 1996 1995 ------------------------- Cash flows from operating activities: Net income $ 46,436 $ 31,829 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,347 7,739 Increase (decrease) in assets: Short-term and other investments 34,017 4,840 Securities available for sale and held to maturity(76,437) (121,478) Receivables: Customers (56,567) (37,026) Stock borrowed (303,379) (304,794) Brokers, dealers and clearing organizations (13,036) (28,489) Other (1,441) (10,115) Trading and investment account securities 4,198 120,396 Deferred income taxes 628 (595) Prepaid expenses and other assets (14,107) (920) Increase (decrease) in liabilities: Payables: Customers 256,668 210,007 Stock loaned 280,552 274,148 Brokers, dealers and clearing organizations 10,238 11,811 Trade and other (2,738) 26,939 Accrued compensation 8,343 (4,608) Income taxes payable (555) 1,539 ------------------------- Total adjustments 134,731 149,394 ------------------------- Net cash provided by operating activities 181,167 181,223 ------------------------- Cash flows from investing activities: Additions to property and equipment, net (5,099) (7,386) ------------------------- Cash flows from financing activities: Borrowings from banks and financial institutions 17,529 - Repayments on mortgage note (130) (118) Exercise of stock options and employee stock purchases3,070 2,543 Purchase of treasury stock - (3,296) Cash dividends on common stock (5,926) (5,539) Unrealized gain (loss) on securities available for sale, net (1,228) 277 ------------------------- Net cash provided by (used in) financing activities 13,315 (6,133) ------------------------- Net increase in cash and cash equivalents 189,383 167,704 Cash and cash equivalents at beginning of period 420,379 199,419 ------------------------- Cash and cash equivalents at end of period $609,762 $367,123 ========================= Supplemental disclosures of cash flow information: Cash paid for interest $ 61,384 $ 44,135 ========================= Cash paid for taxes $ 27,864 $ 13,880 ========================= See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 28, 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 - ----------------------------- The Company has committed to lend to, or guarantee other debt for, Gateway Tax Credit funds ("Gateway") up to $6 million upon request. Gateway is a program sponsored by a subsidiary of the Company. 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 June 28, 1996, management has Board authorization to discretionarily purchase up to 999,000 shares. At their meeting on May 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 June 28, 1996 were as follows: Raymond James & Associates, Inc.: (alternative method elected) Net capital as a percent of aggregate debit items 25% Net capital $118,810,000 Required net capital $9,693,000 Investment Management & Research, Inc.: Ratio of aggregate indebtedness to net capital 1.20 Net capital $5,605,000 Required net capital $448,000 Robert Thomas Securities, Inc.: Ratio of aggregate indebtedness to net capital 4.50 Net capital $1,480,000 Required net capital $444,000 MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS General - ------- Unlike the prior two fiscal years, fiscal 1996 has now encompassed three quarters of extremely favorable equity market conditions. Accordingly, the Company has set several quarterly records and will almost certainly enjoy a record year. The rising equity markets have led to record levels of transaction volume and investment banking activity, both of which significantly affect the Company's results. Results of Operations - Three months ended June 28, 1996 compared with - --------------------- three months ended June 30, 1995. Total revenues of $198,194,000 were the Company's highest ever, representing a 33% increase over last year's $148,943,000. Net income of $18,582,000 also established a record, increasing 34% from last year's $13,838,000. Record transaction volume resulted in a record level of securities commissions, 38% ahead of the prior year. While commissions on all product categories increased over the same quarter in the prior year, the largest increases were in the sales of annuities, mutual funds and equities. The number of account executives increased only 9% from year to year, highlighting the increased productivity of existing account executives. Investment banking showed the greatest percentage increase of any revenue line item. Both the number and size of managed/co-managed offerings increased from the prior year. Further, merger and acquisition fees are also on record pace. The increases in both financial and tangible assets under management have led to the 32% increase in investment advisory fees. This growth reflects both strong market appreciation and greatly improved net sales. June 28, June 30, % Increase 1996 1995 (Decrease) ------------------------------------------- Assets Under Management (000's): Eagle Asset Management, Inc. $2,235,000 $1,776,000 26% Heritage Family of Mutual Funds 2,280,000 1,783,000 28% Investment Advisory Services 942,000 786,000 20% Awad and Associates Asset Management 456,000 292,000 56% Carillon Asset Management 57,000 81,000 (30%) ------------------------------------------- Total Financial Assets Under Management $5,970,000 $4,718,000 27% =========================================== Tangible Assets Under Management $1,530,000 $ 941,000 63% =========================================== Net interest income of just over $11 million was 30% higher than the prior year and the eighth consecutive quarterly record. Customer balances continue to grow at a rapid pace and record levels were attained in the Customer Credit Interest Program (CIP), Raymond James Bank, and customer margin balances. Decreased principal trading profits reflect the continuation of a volatile fixed income environment, as the vast majority of the Company's inventories are fixed income securities. Increased financial service fees are the result of the increased number of customer accounts and transaction activity. Most of these fees are related to non-commissionable activity such as transfers, IRA fees, and service charges for trades in non-discretionary wrap fee accounts. Increased employee compensation primarily reflects increased commission expense and increased incentive compensation accruals related to departmental and overall corporate profitability. Increases in occupancy and equipment, business development and other expenses reflect the increased costs of supporting the strong overall business growth. Results of Operations - Nine months ended June 28, 1996 compared with nine - --------------------- months ended June 30, 1995. Net income of $46,436,000 for the nine months ended June 28, 1996 is slightly ahead of earnings for the entire year ended September 29, 1995, and exceeds the nine month period ended June 30, 1995 by 46%. Revenues of $528,939,000 represent a 36% increase over the prior year's nine month revenues of $390,334,000. (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 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, because 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. 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 and bank deposits. The increase in customer cash balances is reflected as an increased customer payable and results in a corresponding increase in assets segregated pursuant to Federal Regulations and available for sale securities. Liquidity and Capital Resources - ------------------------------- Net cash provided by operating activities for the nine months was $181,167,000. 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 provided $8,216,000 during the nine months, the net result of $20,469,000 provided through additional bank borrowings, employee stock purchases and stock option exercises, $11,025,000 used for purchases of fixed assets and the payment of cash dividends, and net investments in and unrealized losses on securities available for sale. The Company entered into a second leveraged lease transaction on June 27, 1996. This transaction involved the purchase and subsequent lease of a commercial aircraft to a major airline. It is anticipated that the Company will earn an attractive return on its investment through cash flows generated by current income tax savings. The Company has long-term debt, included in bank notes payable, in the amount of $12,954,000 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. The balance of $17,529,000 outstanding on this line is included in bank notes payable. 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 Nine Months Ended -------------------------------------------------- June 28, June 30, June 28, June 30, 1996 1995 1996 1995 -------------------------------------------------- Net income $18,582 $13,838 $46,436 $31,829 ================================================== Average number of common shares and equivalents outstanding during the period 20,851 20,541 20,764 20,500 Additional shares assuming exercise of stock options (1) 252 234 241 170 -------------------------------------------------- Average number of common shares used to calculate earnings per share 21,103 20,775 21,005 20,670 ================================================== Net income per share $ .88 $ .67 $ 2.21 $ 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 12, 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