SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 Commission file number 0-16633 THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP ______________________________________________________________________ (Exact name of registrant as specified in its charter) MISSOURI 43-1450818 ______________________________________________________________________ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 201 Progress Parkway Maryland Heights, Missouri 63043 ______________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 851-2000 __________________ 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 for 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 ____ ____ As of the filing date, there are no voting securities held by non-affiliates of the Registrant. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP INDEX Page Number Part I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statement of Financial Condition 3 Consolidated Statement of Income 5 Consolidated Statement of Cash Flows 6 Consolidated Statement of Changes in Partnership Capital 7 Notes to Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II.OTHER INFORMATION Item 1. Legal Proceedings 12 Signatures 13 THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF FINANCIAL CONDITION ASSETS March 31, December 31, (Amounts in thousands) 1995 1994 Cash and cash equivalents $ 33,420 $ 36,682 Receivable from: Customers 459,236 497,961 Brokers or dealers and clearing organization deposits 23,045 16,604 Securities owned, at market value: Trading securities 74,685 91,308 Investment securities 130,058 137,066 Office equipment, property and improvements, at cost, net of accumulated depreciation and amortization of $99,574 in 1995 and $81,895 in 1994 130,378 125,764 Other assets 44,655 47,974 _________ _________ $ 895,477 $953,359 ======== ======== The accompanying notes are an integral part of these financial statements. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF FINANCIAL CONDITION LIABILITIES AND PARTNERSHIP CAPITAL March 31, December 31, (Amounts in thousands) 1995 1994 Bank loans $ 160,800 $165,000 Payable to: Customers 254,234 293,324 Brokers or dealers and clearing organizations 8,457 13,225 Securities sold but not yet purchased, at market value 21,028 16,037 Accounts payable and accrued expenses 44,759 39,425 Accrued compensation and employee benefits 45,793 58,046 Long-term debt 41,674 41,779 _________ _________ 576,745 626,836 Liabilities subordinated to claims of general creditors 129,000 136,000 Partnership capital 189,732 190,523 _________ _________ $ 895,477 $953,359 ======== ======== The accompanying notes are an integral part of these financial statements. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three Months Ended (Amounts in thousands, March 31, March 25 except per unit information) 1995 1994 Revenues: Commissions $ 87,655 $112,718 Principal transactions 40,713 24,406 Investment banking 9,822 7,129 Interest and dividends 13,521 9,065 Other 8,728 8,095 _________ _________ 160,439 161,413 _________ _________ Expenses: Employee and partner compensation and benefits 90,254 96,607 Occupancy and equipment 19,326 17,028 Communications and data processing 13,063 10,122 Interest 7,928 5,335 Payroll and other taxes 7,186 6,519 Floor brokerage and clearance fees 1,407 1,385 Other operating expenses 12,335 10,682 _________ _________ 151,499 147,678 _________ _________ Net income $ 8,940 $ 13,735 ========= ========= Net income allocated to: Limited partners $ 1,311 $ 2,077 Subordinated limited partners 967 1,360 General partners 6,662 10,298 _________ _________ $ 8,940 $ 13,735 ========= ========= Net income per weighted average $1,000 equivalent partnership unit outstanding: Limited partners $ 21.13 $ 32.66 ========= ========= Subordinated limited partners $ 36.32 $ 62.82 ========= ========= Weighted average $1,000 equivalent partnership units outstanding: Limited partners $ 62,024 $ 63,854 ========= ========= Subordinated limited partners $ 26,625 $ 21,469 ========= ========= The accompanying notes are an integral part of these financial statements. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended March 31, March 25, (Amounts in thousands) 1995 1994 Cash Flows Provided (Used) by Operating Activities: Net income $ 8,940 $ 13,735 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 5,000 4,862 Increase in net receivable from/payable to customers (365) (38,762) (Increase) decrease in net receivable from/ payable to brokers or dealers and clearing organizations (11,209) 9,544 Decrease in securities owned, net 28,622 10,952 Decrease in accounts payable, and other accrued expenses (6,919) (15,009) Decrease in other assets 3,319 1,579 _________ _________ Net cash provided (used) by operating activities 27,388 (13,099) _________ _________ Cash Flows Used by Investing Activities: Purchase of equipment, property and improvements (9,614) (16,655) _________ _________ Cash Flows (Used) Provided by Financing Activities: (Decrease) increase in bank loans (4,200) 56,553 Issuance of long-term debt - 3,569 Repayment of long-term debt (105) (227) Repayment of subordinated debt (7,000) (14,000) Issuance of partnership interests 4,651 4,436 Redemption of partnership interests (621) (813) Withdrawals and distributions from partnership capital (13,761) (16,782) _________ _________ Net cash (used) provided by financing activities (21,036) 32,736 _________ _________ Net (decrease) increase in cash and cash equivalents (3,262) 2,982 Cash and Cash Equivalents, beginning of period 36,682 28,798 _________ _________ Cash and Cash Equivalents, end of period $ 33,420 $ 31,780 ======== ========= Interest payments for the periods were $4,907 and $2,877. The accompanying notes are an integral part of these financial statements. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL THREE MONTHS ENDED MARCH 31, 1995, AND MARCH 25, 1994 (Unaudited) Subordinated Limited limited General partnership partnership partnership (Amounts in thousands) capital capital capital Total Balance, December 31, 1993 $ 71,222 $ 19,163 $ 89,390 $179,775 Issuance of partnership interests - 4,349 - 4,349 Redemption of partnership interests (526) (200) - (726) Net income 2,077 1,360 10,298 13,735 Withdrawals and distributions (6,941) (1,812) (8,029) (16,782) ________ ________ ________ ________ Balance, March 25, 1994 $ 65,832 $ 22,860 $ 91,659 $180,351 Balance, December 31, 1994 $ 67,461 $ 23,722 $ 99,340 $190,523 Issuance of partnership interests - 4,651 - 4,651 Redemption of partnership interests (621) - - (621) Net income 1,311 967 6,662 8,940 Withdrawals and distributions (5,083) (1,688) (6,990) (13,761) ________ ________ ________ _______ Balance, March 31, 1995 $ 63,068 $ 27,652 $ 99,012 $189,732 The accompanying notes are an integral part of these financial statements. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of The Jones Financial Companies, A Limited Partnership and all wholly owned subsidiaries (The "Partnership"), including the Partnership's principal subsidiary, Edward D. Jones & Co., L.P., ("EDJ"), a registered broker/dealer. The financial information included herein is unaudited. However, in the opinion of management, such information includes all adjustments, consisting solely of normal recurring accruals, which are necessary for a fair presentation of the results of interim operations. Certain 1994 amounts have been reclassified to conform to 1995 financial statement presentation. The results of operations for the three months ended March 31, 1995, are not necessarily indicative of the results to be expected for the full year. NET CAPITAL REQUIREMENTS As a result of its activities as a registered broker/dealer, EDJ is subject to the Net Capital requirements of the Securities and Exchange Commission and the New York Stock Exchange. Under the alternative method permitted by the rules, EDJ is required to maintain minimum Net Capital of 2% of aggregate debit items arising from customer transactions. The Net Capital rules also provide that EDJ may not expand its business nor may partnership capital be withdrawn if resulting Net Capital would be less than 5% of aggregate debit items. At March 31, 1995, EDJ's Net Capital of $157.8 million was 34% of aggregate debit items and its Net Capital in excess of the minimum required was $148.7 million. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP MANAGEMENT'S FINANCIAL DISCUSSION OPERATIONS QUARTER ENDED MARCH 31, 1995, VERSUS QUARTER ENDED MARCH 25, 1994 The Partnership has experienced significant growth in its salesforce in recent years, averaging 23% over the last three years. The Partnership anticipates limited or no change in the salesforce growth in 1995. The number of investment representatives increased 14% to 3,252 as of March 31, 1995, from 2,856 as of March 25, 1994. With the flattening of the yield curve during the past year, the product mix has shifted away from mutual funds and to shorter term fixed income products including corporate bonds, government bonds, municipal bonds, and certificates of deposit which carry lower margins compared with longer term investments and equities. Lower margins have not been offset by the growth in the salesforce. Overall revenues decreased slightly from the level attained in the first quarter of 1994. Total revenues decreased 1% ($1.0 million) to $160.4 million compared to the quarter ended March 25, 1994. Expenses increased 3% ($3.8 million) to $151 million. As a result, net income decreased by $4.8 million to $8.9 million. Commission revenues decreased 22% ($25.1 million). Mutual fund commissions declined 36% ($24.2 million) and were the major contributor to the decrease. Annuity revenues decreased 9% ($1.6 million). Listed and over-the-counter (O-T-C) agency equity commission revenues increased 4% ($.9 million). As the yield curve flattened, investors were attracted to shorter term fixed income products rather than to mutual funds. Principal transaction revenues increased 67% ($16.3 million) to $40.7 million for the period. Government bond principal revenue increased 330% ($6.1 million) and municipal bond principal revenue increased 27% ($2.9 million). Corporate bond principal revenues increased 54% ($2.2 million). Investment banking revenues increased 38% ($2.7 million) to $9.8 million for the period. Certificate of deposit revenues increased substantially 185% ($3.9 million). With uncertainty as to the direction of interest rates, investors were attracted to certificates of deposit. Higher interest rates throughout the quarter reduced debt and equity origination revenues 42% ($1.5 million). Interest and dividend income increased 49% ($4.5 million) to $13.5 million due to a 41% ($2.9 million) increase in interest income earned on margin balances as a result of higher interest rates. U.S. Government and agency interest income increased 85% ($1.2 million) from larger investment security positions purchased by the Partnership with subordinated debt proceeds from the second quarter of 1994. Compensation costs decreased 7% ($6.4 million) compared to the same period last year. Commissions decreased due to lower revenues. Sales bonuses, sales incentives and profit sharing provisions were lower due to lower profit margins and net income. Salaries and wages earned by non-sales personnel were higher during the period due to increases in personnel necessary to support an increased sales force. Of the Partnership's remaining expenses, the most significant changes were seen in occupancy, equipment, communications and data processing expenses in order to support an expanding number of offices and branch network. LIQUIDITY AND CAPITAL ADEQUACY The Partnership's equity capital at March 31, 1995, was $189.7 million compared to $180.4 million as of March 25, 1994. General partnership capital increased $7.4 million due to retention of earnings and to an increase in distributable profits. Subordinated limited partnership capital increased $5.5 million due to capital contributions. Limited partnership capital decreased $2.8 million primarily due to withdrawals and distributions of earnings. At March 31, 1995, the Partnership had $33.4 million in cash and cash equivalents. Lines of credit are in place at ten banks aggregating $615 million ($570 million of which are through uncommitted lines of credit). Actual borrowing availability is primarily based on securities owned and customers' margin securities. Subordinated debt has decreased by $7 million due to the maturity of one of the Partnership's issues. The Partnership believes that the liquidity provided by existing cash balances and borrowing arrangements will be sufficient to meet the Partnership capital and liquidity requirements. CASH FLOWS Cash and cash equivalents decreased $3.3 million from December 31, 1994 to March 25, 1995. Cash flows provided were primarily from net income, depreciation, decreases in securities owned, decrease in other assets and the issuance of partnership interests. Cash was primarily used to fund increased receivables from brokers and dealers, reduce accounts payable, purchase fixed assets, repay bank loans, long-term debt, and subordinated debt, and to fund withdrawals and distributions. There were no material changes in the partnership's overall financial condition during the three months ended March 31, 1995, compared with the three months ended March 25, 1994. The Partnership's balance sheet is comprised primarily of cash and assets readily convertible into cash. Securities inventories are carried at market values and are readily marketable. Customer margin accounts are collateralized by marketable securities. Other customer receivables and receivables and payables with other broker/dealers normally settle on a current basis. Liabilities, including amounts payable to customers, checks and accounts payable and accrued expenses are non-interest bearing sources of funds to the Partnership. These liabilities, to the extent not utilized to finance assets, are available to meet liquidity needs and provide funds for short term investments, which favorably impacts profitability. The Partnership's growth in recent years has been financed through sales of limited partnership interests to its employees, retention of earnings, and private placements of long-term and subordinated debt. The Partnership's principal subsidiary, Edward D. Jones & Co., L.P., ("EDJ") as a securities broker/dealer, is subject to the Securities and Exchange Commission regulations requiring EDJ to maintain certain liquidity and capital standards. EDJ has been in compliance with these regulations at all times. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP Item 1: Legal Proceedings There have been no material changes in the legal proceedings previously reported. Item 5: Other Information For purposes of complying with the amendments to the rules governing Form S-8 under the Securities Act of 1933, the registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into it, Registration Statement of Form S-8 (File No. 33- 35247): Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefor, unenforceable. In the event that claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 6: Exhibits and Reports on Form 8-K (a) Exhibits Reference is made to the Exhibit Index contained hereinafter.. (b) Reports on Form 8-K No reports were filed on Form 8-K for the quarter ended March 31, 1995. 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. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP (Registrant) Dated: May 12, 1995 /s/ John W. Bachmann _____________________ John W. Bachmann Managing Partner Dated: May 12, 1994 /s/ Steven Novik _____________________ Steven Novik Chief Financial Officer 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. THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP (Registrant) Dated: May 12, 1995 _____________________ John W. Bachmann Managing Partner Dated: May 12, 1994 _____________________ Steven Novik Chief Financial Officer EXHIBIT INDEX THE JONES FINANCIAL COMPANIES, A LIMITED PARTNERSHIP For the quarter ended March 25, 1995 Exhibit No. Description Page 10.1 Loan Agreement between Edward D. Jones & Co., L.P. and Boatmen's Bank dated April 28, 1995.