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 December 27, 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. 21,043,332 shares of Common Stock as of February 5, 1997 RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Form 10-Q for the Quarter Ended December 27, 1996 INDEX ----- PART I. FINANCIAL INFORMATION PAGE --------------------- Item 1. Financial Statements Consolidated Statement of Financial Condition as of December 27, 1996 (unaudited) and September 27, 1996 2 Consolidated Statement of Operations (unaudited) for the three month period ended December 27, 1996 and December 29, 1995 3 Consolidated Statement of Cash Flows (unaudited) for the three months ended December 27, 1996 and December 29, 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) Exhibit 21: List of Subsidiaries 11 (c) 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 December 27, 1996. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (in thousands, except share amounts) December 27, September 27, 1996 1996 (Unaudited) -------------------------- ASSETS Cash and cash equivalents $ 190,815 $ 258,206 Assets segregated pursuant to Federal Regulations: Cash and cash equivalents 10 119 Securities purchased under agreements to resell 578,233 476,945 Securities owned: Trading and investment account securities 105,500 124,253 Available for sale securities 228,223 208,897 Receivables: Customers 480,226 459,180 Stock borrowed 1,073,489 864,140 Brokers, dealers and clearing organizations 44,842 24,306 Other 26,196 28,980 Investment in leveraged leases 20,848 20,318 Property and equipment, net 43,576 39,585 Deferred income taxes 20,094 21,189 Deposits with clearing organizations 22,060 22,044 Prepaid expenses and other assets 20,170 18,219 ------------------------- $2,854,282 $2,566,381 ========================= LIABILITIES AND SHAREHOLDERS' EQUITY Notes payable $ 22,405 $ 24,898 Payables: Customers 1,217,294 1,086,406 Stock loaned 1,045,431 848,595 Brokers, dealers and clearing organizations 29,340 56,928 Trade and other 58,661 54,007 Trading account securities sold but not yet purchased 41,301 57,210 Accrued compensation 82,569 101,300 Income taxes payable 13,750 10,405 ------------------------- 2,510,751 2,239,749 ------------------------- 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 50,514 50,271 Unrealized gain (loss) on securities available for sale, net of deferred taxes (309) (791) Retained earnings 303,959 289,096 ------------------------- 354,381 338,793 Less: 787,705 and 882,811 common shares in treasury, at cost (10,850) (12,161) ------------------------- 343,531 326,632 ------------------------- $2,854,282 $2,566,381 ========================= 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 December 27, December 29, 1996 1995 --------------------------- Revenues: Securities commissions $111,495 $ 91,769 Investment banking 17,910 11,085 Investment advisory fees 14,224 11,572 Interest 35,878 26,565 Correspondent clearing 1,034 876 Net trading profits 4,689 2,779 Financial service fees 5,334 3,779 Other 4,255 3,601 -------------------------- 194,819 152,026 ========================== Expenses: Employee compensation 115,316 89,413 Data processing and communications 7,861 6,798 Occupancy and equipment 6,184 6,072 Clearing and floor brokerage 2,403 2,380 Interest 23,479 16,635 Business development 4,715 4,005 Other 6,863 6,435 ------------------------- 166,821 131,738 ------------------------- Income before provision for income taxes 27,998 20,288 Provision for income taxes 10,830 7,747 ------------------------- Net income $ 17,168 $ 12,541 ========================= Net income per share $ .81 $ .60 ========================= Cash dividends declared per share $ 0.11 $ 0.095 ========================= Average common equivalent shares outstanding 21,265 20,979 ========================= See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (in thousands) Three Months Ended December 27, December 29, 1996 1995 -------------------------- Cash flows from operating activities: Net income $ 17,168 $ 12,541 Adjustments to reconcile net income to net cash -------------------------- provided by operating activities: Depreciation and amortization 2,903 2,864 (Increase) decrease in assets: Investments (19,326) (9,575) Receivables: Customers (21,046) (24,177) Stock borrowed (209,349) (371,961) Brokers, dealers and clearing organizations (20,536) (20,895) Other 2,784 1,096 Trading and investment account securities 2,844 45,630 Deferred income taxes 1,095 761 Prepaid expenses and other assets (2,497) (1,666) Increase (decrease) in liabilities: Payables: Customers 130,888 259,815 Stock loaned 196,836 359,407 Brokers, dealers and clearing organizations (27,588) 994 Trade and other 4,654 10,671 Accrued compensation (18,731) (16,055) Income taxes payable 3,345 4,708 -------------------------- Total adjustments 26,276 241,617 -------------------------- Net cash provided by operating activities 43,444 254,158 -------------------------- Cash flows from investing activities: Additions to property and equipment, net (6,894) (1,374) Cash flows from financing activities: Repayments on bank notes (2,493) (42) Exercise of stock options & employee stock purchases1,554 876 Cash dividends on common stock (2,305) (1,960) Unrealized gain (loss) on securities available for sale, net 482 494 ------------------------- Net cash provided by (used in) financing activities (2,762) (632) ------------------------- Net increase in cash and cash equivalents 33,788 252,152 Cash and cash equivalents at beginning of period 735,270 420,379 ------------------------- Cash and cash equivalents at end of period $769,058 $672,531 ========================= Supplemental disclosures of cash flow information: Cash paid for interest $ 19,592 $ 19,699 ========================= Cash paid for taxes $ 6,390 $ 2,279 ========================= See Notes to Consolidated Financial Statements. RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) DECEMBER 27, 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, Raymond James Tax Credit Funds, Inc. ("RJTCF") up to $10 million upon request. RJTCF, a wholly-owned subsidiary of the Company, is a sponsor of limited partnerships qualifying for low income housing tax credits. 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. There were no amounts outstanding or guaranteed at December 27, 1996. 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 December 27, 1996, management has Board authorization to purchase up to 981,000 shares at its discretion. At their meeting on November 21, 1996, the Board of Directors of the Company increased the quarterly cash dividend from $.095 to $.11 per share for fiscal 1997. 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 December 27, 1996 were as follows (dollar amounts in thousands): Raymond James & Associates, Inc.: (alternative method elected) Net capital as a percent of aggregate debit items 23% Net capital $123,867 Required net capital $10,550 Investment Management & Research, Inc.: Ratio of aggregate indebtedness to net capital 1.22 Net capital $5,732 Required net capital $467 Robert Thomas Securities, Inc.: Ratio of aggregate indebtedness to net capital 3.78 Net capital $1,600 Required net capital $403 MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS (Any statements containing forward looking information should be read in conjunction with Management's Discussion and Analysis of Results of Operations and Financial Condition in the Company's 10-K for the year ended September 27, 1996.) General Overall market activity remained robust during the most recent quarter, as a favorable balance in economic conditions led to continuing favorable investor sentiment. As in the previous several quarters, virtually all of the Company's business lines turned in strong results for the quarter. Results of Operations - Three months ended December 27, 1996 compared with three months ended December 29, 1995. Quarterly revenues of $194,819,000 were the Company's second highest ever, representing a 28% increase over last year's $152,026,000. Reflecting a healthy after-tax margin of just under 9%, net income increased 37% to $17,168,000 from $12,541,000 in the prior year period. Securities commission revenues increased 21% as the Company's transaction volume narrowly missed setting a quarterly record. Consistent with the past several quarters, equities and equity-based products (mutual funds and variable annuities) accounted for most of the increase. Augmenting an increase in Account Executive productivity, the Company's sales force grew by approximately 11% during the year. Investment banking revenues increased 62% as the Company managed or co- managed more (21 versus 11) and larger ($124 million average versus $58 million average) public offerings than in the prior year. Investment advisory fees continued their steady growth as assets under management continued to increase across the board, as shown below: December 27, December 29, % Increase 1996 1995 (Decrease) ------------------------------------------ Assets Under Management (000's): Eagle Asset Management, Inc. $2,547,000 $1,973,000 29% Heritage Family of Mutual Funds 2,554,000 1,932,000 32% Investment Advisory Services 1,058,000 869,000 22% Awad & Associates Asset Mgmt. 514,000 358,000 44% Carillon Asset Management 45,000 64,000 (30%) Total Financial Assets ----------------------------------------- Under Management $6,718,000 $5,196,000 29% ========================================= Tangible Assets Under Management $1,818,000 $1,523,000 19% ========================================= For calendar 1995 and 1996, investment advisory fees have included approximately $2.4 million per quarter from the Company's interest in the revenues of Liberty Investment Management, Inc. ("Liberty"). As previously announced, the sale of Liberty to Goldman Sachs closed in early January 1997. The Company's remaining interest in Liberty's future revenues, as well as its option to acquire 20% of Liberty at a future date, was settled for approximately $30.6 million. These proceeds have been received by the Company and will be reflected as a non-recurring gain in its results of operations for the quarter ending March 1997. Net trading profits rose significantly due primarily to improved results in over-the-counter equity market-making. Net interest income of $12,399,000 established a tenth consecutive quarterly record. Growth of Credit Interest Program deposit balances in brokerage accounts and increased stock loan matched-book positions were primarily responsible for this increase. The largest portion of the increase in employee compensation was the increase in registered representative compensation, a direct result of increased securities commissions and investment banking revenues. In addition, departmental and Company-wide profit-based incentive compensation accruals increased, while administrative and clerical compensation continued to rise as additional staff were hired in order to support the Company's growth. Comparative data processing and communications and business development costs reflect overall business growth. Financial Condition The Company's statement of financial condition has increased 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 quarter was $43,444,000. The primary source of this increase was the aforementioned increased customer cash balances. Investing and financing activities used $9,656,000 during the quarter, the primary uses being purchases of property and equipment, the payment of cash dividends and repayment on bank notes. The Company has debt in the amount of $12,861,000 in the form of a mortgage on the first of its two current headquarters buildings. This note matures on December 1, 1997. The second building was constructed using internally generated funds. The Company has commenced the development and construction of the third tower in its headquarters complex. It is projected that approximately $27 million will be required and completion is scheduled for early calendar 1998. At this time, the Company has no external financing plans for this building. Upon completion, the Company will realize a significant increase in occupancy expense. 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 $9,544,000 outstanding on this line is included in bank notes payable. In addition, Raymond James & Associates, Inc. has uncommitted lines of credit aggregating $255 million. 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 December 27, December 29, 1995 1996 -------------------------- Net income $ 17,168 $ 12,541 ========================== Average number of common shares and equivalents outstanding during the period 20,931 20,639 Additional shares assuming exercise of stock options (1) 334 340 -------------------------- Average number of common shares used to calculate earnings per share 21,265 20,979 ========================== Net income per share $ .81 $ .60 ========================== (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. EXHIBIT 21 RAYMOND JAMES FINANCIAL, INC. LIST OF SUBSIDIARIES The following listing includes the registrant's subsidiaries all of which are included in the consolidated financial statements as of December 27, 1996: State of Name of Company Incorporation Subsidiary of - --------------------------------------------------------------------------- Raymond James & Associates, Inc.("RJA") Florida Raymond James Financial, Inc. ("RJF") Eagle Asset Management, Inc. Florida RJF Heritage Asset Management, Inc. Florida RJF Investment Management & Research, Inc. Florida RJF Planning Corporation of America ("PCA") Florida RJA PCAF, Inc. Florida PCA Raymond James Bank, FSB Florida RJF Raymond James Credit Corporation, Inc. Delaware RJF Raymond James Int'l Holdings, Inc. ("RJIH") Delaware RJF Raymond James Mortgage Capital, Inc. Delaware RJF Raymond James Partners, Inc. Florida RJF Raymond James Realty Advisors, Inc. Florida RJP Raymond James Trust Company Florida RJF RJ Communication, Inc. Florida RJF Raymond James Tax Credit Funds, Inc. Florida RJF RJ Equities, Inc. Florida RJF RJ Equities-2, Inc. Florida RJF RJ Government Securities, Inc. Florida RJF RJ Health Properties, Inc. Florida RJF RJ Leasing, Inc. Florida RJF RJ Leasing-2, Inc. Florida RJF RJ Medical Investors, Inc. Florida RJF RJ Mortgage Acceptance Corporation Delaware RJF RJ Partners, Inc. Florida RJF RJ Properties, Inc. ("RJP") Florida RJF RJ Realty, Inc. Florida RJF RJ Specialist, Inc. Florida RJF RJ Washington Square Georgia RJF RJA Municipal ABS, Inc. Delaware RJF Robert Thomas Securities, Inc. Florida RJF Sound Trust Company Washington RJF Value Partners, Inc. Florida RJF Heritage International, Ltd. Mauritius RJIH Raymond James & Associates, Ltd. Bermuda RJIH Raymond James Financial International, Ltd. United Kingdom RJIH 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: February 10, 1997 Thomas A. James Chairman and Chief Executive Officer Jeffrey P. Julien Vice President - Finance and Chief Financial Officer