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 SEPTEMBER 25, 1998 Commission file number 0-16633 THE JONES FINANCIAL COMPANIES, L.L.L.P. ____________________________________________________________________ (Exact name of registrant as specified in its charter) MISSOURI 43-1450818 ____________________________________________________________________ (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 12555 Manchester Road St. Louis, Missouri 63131 _____________________________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (314) 515-2000 -------------- 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, L.L.L.P. 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 . . . . . . . . . . . . .10 Part II. OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .15 Signatures. . . . . . . . . . . . . . . . . . . . . . . . . .16 2 Part 1. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENT OF FINANCIAL CONDITION ASSETS (Unaudited) September 25, December 31, (Amounts in thousands) 1998 1997 - ----------------------------------------------------------------------------- Cash and cash equivalents $ 91,901 $ 61,738 Securities purchased under agreements to resell 35,000 1,450 Receivable from: Customers 1,132,854 894,509 Brokers or dealers and clearing organizations 24,834 26,449 Mortgages and loans 68,715 70,545 Securities owned, at market value: Inventory securities 70,192 63,407 Investment securities 154,880 171,087 Equipment, property and improvements, net 191,755 187,540 Other assets 97,908 78,073 ---------- ---------- TOTAL ASSETS $1,868,039 $1,554,798 ============================================================================= The accompanying notes are an integral part of these financial statements. 3 Part 1. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENT OF FINANCIAL CONDITION LIABILITIES AND PARTNERSHIP CAPITAL (Unaudited) September 25, December 31, (Amounts in thousands) 1998 1997 - ----------------------------------------------------------------------------------- Bank loans $ 4,000 $ 19,000 Payable to: Customers 805,069 664,874 Brokers or dealers and clearing organizations 60,846 34,100 Depositors 70,159 67,588 Securities sold but not yet purchased, at market value 16,408 17,198 Accounts payable and accrued expenses 76,415 59,472 Accrued compensation and employee benefits 171,435 117,565 Long-term debt 44,124 53,350 ---------- ---------- 1,248,456 1,033,147 Liabilities subordinated to claims of general creditors 200,275 216,500 Partnership capital 392,870 277,228 Partner's capital reserved for anticipated withdrawals 26,438 27,923 ---------- ---------- 419,308 305,151 ---------- ---------- TOTAL LIABILITIES AND PARTNERSHIP CAPITAL $1,868,039 $1,554,798 =================================================================================== The accompanying notes are an integral part of these financial statements. 4 Part 1. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three Months Ended Nine Months Ended (Amounts in thousands, Sept. 25, Sept. 26, Sept. 25, Sept. 26, except per unit information) 1998 1997 1998 1997 - --------------------------------------------------------------------------------------------------- Revenues: Commissions $242,821 $203,009 $ 730,216 $555,428 Principal transactions 38,250 36,539 105,023 134,728 Investment banking 9,610 4,682 30,282 10,982 Interest and dividends 30,890 23,650 84,017 64,880 Gain (loss) on investment (1,200) - 39,795 - Other 36,891 22,946 93,621 65,623 -------- -------- ---------- -------- 357,262 290,826 1,082,954 831,641 -------- -------- ---------- -------- Expenses: Compensation and benefits 213,160 167,244 612,188 475,613 Occupancy and equipment 37,401 34,040 111,242 97,109 Communications and data processing 21,887 18,924 60,183 56,591 Interest 12,016 10,993 34,463 32,167 Payroll and other taxes 9,029 6,718 33,528 25,887 Floor brokerage and clearance fees 2,399 2,234 6,823 5,910 Other operating expenses 21,817 19,124 66,473 54,607 -------- -------- ---------- -------- 317,709 259,277 924,900 747,884 -------- -------- ---------- -------- Net income $ 39,553 $ 31,549 $ 158,054 $ 83,757 ======== ======== ========== ======== Net income allocated to: Limited partners 6,217 4,551 $ 20,314 $ 12,172 Subordinated limited partners 3,531 3,268 16,360 8,942 General partners 29,805 23,730 121,380 62,643 -------- -------- ---------- -------- $ 39,553 $ 31,549 $ 158,054 $ 83,757 ======== ======== ========== ======== Net income per weighted average $1,000 equivalent partnership units outstanding: Limited partners $ 51.18 $ 48.67 $ 204.53 $ 129.14 ======== ======== ========== ======== Subordinated limited partners $ 78.65 $ 87.29 $ 370.96 $ 239.78 ======== ======== ========== ======== Weighted average $1,000 equivalent partnership units outstanding: Limited partners 121,464 93,501 99,319 94,255 ======== ======== ========== ======== Subordinated limited partners 44,896 37,446 44,026 37,294 ======== ======== ========== ======== =================================================================================================== The accompanying notes are an integral part of these financial statements. 5 Part 1. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Nine Months Ended September 25, September 26, (Amounts in thousands) 1998 1997 - --------------------------------------------------------------------------------------- Cash Flows Provided by Operating Activities: Net income $ 158,054 $ 83,757 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 31,767 28,023 Gain on investment (34,762) - (Increase) decrease in securities purchased under agreements to resell (33,550) 129,550 Increase in net receivable from customers (98,150) (186,631) Increase/decrease in net payable to/receivable from brokers or dealers and clearing organizations 28,361 5,703 Decrease (increase) in receivable from mortgages and loans 1,830 (6,960) Decrease in securities owned, net 8,632 2,747 Increase in payable to depositors 2,571 2,228 Increase in accounts payable and accrued expenses 70,813 48,384 Other assets (20,668) (6,594) --------- --------- Net cash provided by operating activities 114,898 100,207 --------- --------- Cash Flows used by Investing Activities: Proceeds from sale of investment 35,595 - Purchase of equipment, property and improvements (35,982) (40,108) --------- --------- Net cash used by investing activities (387) (40,108) --------- --------- Cash Flows Used by Financing Activities: (Decrease) increase in bank loans (15,000) 3,250 Repayment of long-term debt (9,226) (11,856) Repayment of subordinated debt (16,225) - Contributions of partnership capital 69,848 8,833 Redemption of partnership interests (1,704) (3,032) Withdrawals and distributions from partnership capital (112,041) (76,502) --------- --------- Net cash used by financing activities (84,348) (79,307) --------- --------- Net increase (decrease) in cash and cash equivalents 30,163 (19,208) Cash and Cash Equivalents, beginning of period 61,738 64,858 --------- --------- Cash and Cash Equivalents, end of period $ 91,901 $ 45,650 ========= ========= Cash paid for interest $ 34,565 $ 31,511 ========= ========= The accompanying notes are an integral part of these financial statements. 6 Part 1. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, L.L.L.P. CONSOLIDATED STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL NINE MONTHS ENDED SEPTEMBER 25, 1998, AND SEPTEMBER 26, 1997 (Unaudited) Subordinated Limited limited General partnership partnership partnership (Amounts in thousands) capital capital capital Total - ----------------------------------------------------------------------------------------- Balance, December 31, 1996 $ 95,807 $ 29,178 $123,172 $248,157 Issuance of partnership interests - 8,833 - 8,833 Redemption of partnership interests (2,468) (564) - (3,032) Net income 12,172 8,942 62,643 83,757 Withdrawals and distributions (6,365) (8,202) (39,974) (54,541) Reserved for anticipated withdrawals (5,807) (741) (5,380) (11,928) -------- -------- -------- -------- Balance, September 26, 1997 $ 93,339 $ 37,446 $140,461 $271,246 ========================================================================================= Balance, December 31, 1997 $ 92,965 $ 37,446 $146,817 $277,228 Issuance of partnership interests 62,265 7,583 - 69,848 Redemption of partnership interests (1,571) (133) - (1,704) Net income 20,314 16,360 121,380 158,054 Withdrawals and distributions (4,431) (15,664) (64,023) (84,118) Reserved for anticipated withdrawals (16,289) (696) (9,453) (26,438) -------- -------- -------- -------- Balance, September 25, 1998 $153,253 $ 44,896 $194,721 $392,870 ========================================================================================= The accompanying notes are an integral part of these financial statements. 7 Part I. FINANCIAL INFORMATION Item 1. Financial Statements THE JONES FINANCIAL COMPANIES, A MISSOURI LIMITED LIABILITY LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Amounts in thousands) BASIS OF PRESENTATION The accompanying consolidated financial statements include the accounts of The Jones Financial Companies, L.L.L.P. and all wholly owned subsidiaries (The "Partnership"). All material intercompany balances and transactions have been eliminated. Investments in nonconsolidated companies which are at least 20% owned are accounted for under the equity method. The Partnership's principal operating subsidiary, Edward D. Jones & Co., L.P. ("EDJ"), is engaged in business as a registered broker/dealer primarily serving individual investors. The Partnership derives its revenues from the sale of listed and unlisted securities and insurance products, investment banking and principal transactions, and is a distributor of mutual fund shares. The Partnership conducts business throughout the United States, Canada, and the United Kingdom with its customers, various brokers and dealers, clearing organizations, depositories and banks. The financial statements have been prepared under the accrual basis of accounting which requires the use of certain estimates by management in determining the Partnership's assets, liabilities, revenues and expenses. 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. The results of operations for the nine months ended September 25, 1998, 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 broker/dealer, EDJ is subject to the Net Capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934 and the capital rules of the New York Stock Exchange. Under the alternative method permitted by the rules, EDJ must maintain minimum Net Capital, as defined, equal to the greater of $250 or 2% of aggregate debit items 8 Part I. FINANCIAL INFORMATION Item 1. Financial Statements arising from customer transactions. The Net Capital rule also provides that partnership capital may not be withdrawn if resulting Net Capital would be less than 5% of aggregate debit items. Additionally, certain withdrawals require the consent of the SEC to the extent they exceed defined levels even though such withdrawals would not cause Net Capital to be less than 5% of aggregate debit items. At September 25, 1998, EDJ's Net Capital of $308,525 was 28% of aggregate debit items and its Net Capital in excess of the minimum required was $286,290. Net Capital as a percentage of aggregate debits after anticipated withdrawals was 28%. Net Capital and the related capital percentage may fluctuate on a daily basis. Boone National Savings and Loan Association, F.A. ("Boone"), a wholly owned subsidiary of the Partnership, is required under federal regulation to maintain specified levels of liquidity and capital standards. Boone has been in compliance with these regulations. GAIN ON INVESTMENT During 1998, the Partnership recognized a $40 million gain on its Federated Investors holding due to Federated's initial public offering of stock in May, 1998. The gain includes $35 million realized from the sale of 2 million shares and $5 million unrealized from 400,000 shares still held. The Partnership acquired a small interest in Federated Investors in 1989 for $1 million as a strategic investment. 9 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations THE JONES FINANCIAL COMPANIES, L.L.L.P. MANAGEMENT'S FINANCIAL DISCUSSION QUARTER AND NINE MONTHS ENDED SEPTEMBER 25, 1998, VERSUS QUARTER AND NINE MONTHS ENDED SEPTEMBER 26, 1997 OPERATIONS During the first nine months of 1998, strong securities markets and growth in the salesforce increased revenues and net income to record levels. Excluding the gain from the Partnership's interest in Federated Investors (Gain on investment), revenue increased 25% ($211.7 million) to $1,043 million compared to the nine months ended September 26, 1997. Expenses increased 24% ($177 million) to $925 million. As a result, net income increased 41% ($34.7 million) to $118.3 million. Including the Partnership's $39.8 million gain on investment, net income was $158.1 million. Third quarter revenues increased by 23% ($67.6 million) to $358.4 million, excluding the unrealized loss on the Partnership's remaining interest in Federated. Expenses increased 23% ($58.4 million), and net income increased 29% ($9.2 million). Total net income for the quarter, including the unrealized loss on investment, increased 25% ($8.0 million). The Partnership broadly segments its revenues between Trade Revenue and Fee Revenue. Trade Revenue has increased 18% ($37 million) and 22% (130.8 million) to $247 million and $738 million for the quarter and nine months ended September 25, 1998. Four factors affected this increase: growth of investment representatives, growth in customer dollars invested, changes in the product mix and a decrease in business days. The Partnership has added approximately 600 investment representatives (IRs) since September, 1997, a 16% increase. These additional investment representatives (coupled with the continued maturing of the existing salesforce) and strong markets, resulted in customer dollars invested increasing 22% ($1.8 billion) to $10.1 billion and 21% ($5.2 billion) to $29.4 billion for the quarter and nine months ended September 25, 1998 compared to the same periods ended September 26, 1997. The gross commission earned on each $1,000 of customer dollar invested was $25.10 for both nine month periods ended in September of 1998 and 1997. There were two fewer selling days in 1998 compared to 1997. 10 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Turbulence in the securities markets during the third quarter of 1998 caused the firms' product mix to shift slightly from higher margin mutual fund and insurance products to fixed income investments, which reduced the gross margin earned on customer dollars invested to $24.30 per $1,000 invested during the quarter ended September 25, 1998 from $24.80 per $1,000 invested during the quarter ended September 26, 1997. Fee revenue sources, including service fees from mutual fund and insurance companies, interest income, revenue sharing arrangements, and custodial fees from IRA accounts, increased 39% ($31.6 million) and 36% ($81 million) for the three and nine months ended September 25, 1998. Mutual Fund and Annuity Service fees increased 30% ($10.3 million) and 36% ($33.8 million), for the three and nine months ended September 25, 1998. Revenue derived from mutual fund and annuity revenue sharing arrangements increased 37% ($6.6 million) and 41% ($30.6 million). These revenue sources are impacted by customer assets under influence which have been positively affected by the growth in customer dollars invested discussed previously, and the strong securities market. Customer assets under influence have increased 17% ($24 billion) over the past year to $162 billion as of September 25, 1998. Interest income increased 33% ($7.7 million) and 30% ($19.6 million) for the three and nine months ended September 25, 1998. The increase is attributable to growth in loans to customers (margin loans), which have increased 48% ($359 million) since September 26, 1997. The Partnership acquired a small interest in Federated Investors in 1989 for $1 million as a strategic investment. The Partnership distributes Federated's mutual funds. Since the early 1980's, the Partnership and Federated have jointly owned Passport Research, Ltd., the investment advisor to the Partnership's money market funds, Daily Passport Cash Trust. During 1998, the Partnership sold 2 million shares of its investment in Federated Investors in Federated's initial public offering. The Partnership originally recognized a $41 million gain on its Federated holding. The gain included $35 million realized from the sale of 2 million shares and $5 million unrealized from 400,000 shares still held. During the third quarter, the Partnership reduced its unrealized gain on the remaining shares held by $1.2 million. Expenses increased 23% ($58.4 million) and 24% ($177.0 million) to $317.7 million and $924.9 million comparing the third quarter and first nine months of 1998 with 1997. Growth in the salesforce and revenues resulted in increased sales compensation costs of 27% ($45.9 million) and 29% ($136.6 million) for the same periods in 1997. The Partnership has a variable compensation structure which expands and contracts with profitability. Variable compensation, 11 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations which is primarily comprised of IR bonuses, and profit sharing contributions, increased 62% ($15.6 million) and 58% ($38.8 million) for the three and nine months ended September 25, 1998. The remaining increase in Compensation resulted from an increase in the number of trainees and branch and headquarters support personnel required to support a larger organization. Occupancy and Equipment expenses increased 10% ($3.3 million) and 15% ($14.1 million), respectively, for the quarter and nine months ended September 25, 1998. The Partnership completed its conversion to client server technology in mid-1997, increasing depreciation and lease expenses. Rent expense increased primarily due to an increase in the number of branch offices and tighter real estate markets. Other operating expenses increased 16% ($9.1 million) and 15% ($26.3 million), respectively, for the three and nine months ended September 25, 1998, compared to the same periods ended September 26, 1997. The most significant increase ($1.4 million and $4.1 million, respectively, for the quarter and nine months ended September 25, 1998) relates to the expansion of the Partnership's national advertising program. The remaining increases relate to increasing the sales force and expanding internationally. YEAR 2000 The Partnership has been preparing its systems for the Year 2000. Year 2000 plans encompass The Jones Financial Companies, L.L.L.P. and its subsidiaries, both domestic and international. The Partnership's assessment of the impact of Year 2000 on its systems and the steps required to modify the systems is substantially complete. The partnership is in the process of implementing these steps through renovation and replacement of its systems and testing. The Partnership is planning to participate in the March, 1999 securities industry test and plans to have its Year 2000 efforts, including testing, completed by June 30, 1999. Contingency plans for the Year 2000 are being developed, and are anticipated to be completed by the end of 1998. The cost of preparing the systems for Year 2000 compliance is not anticipated to have a material impact on the Partnership's operating results or financial conditions. In addition to renovating its own systems, the Partnership is working with its vendors to assess their Year 2000 readiness. Regardless of these efforts, no level of effort or testing can guarantee that potential Year 2000 problems won't occur. 12 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations LIQUIDITY AND CAPITAL ADEQUACY The Partnership's equity capital at September 25, 1998, after the reserve for anticipated withdrawals, was $392.9 million compared to $271.2 million as of September 26, 1997. Equity capital has increased primarily due to retention of earnings, net contributions of subordinated limited partnership capital, and completion of a limited partnership offering of $62 million in July 1998. At September 25, 1998, the Partnership had $91.9 million in cash and cash equivalents. Lines of credit are in place at ten banks aggregating $575 million ($500 million of which are through uncommitted lines of credit). Actual borrowing availability is primarily based on securities owned and customers' margin securities which serve as collateral for the loans. A substantial portion of the Partnership's assets are primarily liquid, consisting mainly of cash and assets readily convertible into cash. These assets are financed primarily by customer credit balances, equity capital, bank lines of credit and other payables. The Partnership has $154.9 million in U.S. agency and treasury securities (Investment Securities) which can be sold to meet liquidity needs. The Partnership believes that the liquidity provided by existing cash balances, borrowing arrangements, and Investment Securities will be sufficient to meet the Partnership capital and liquidity requirements. 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. CASH FLOWS For the nine months ended September 25, 1998, cash and cash equivalents increased $30.2 million. Cash flows from operating activities provided $114.9 million. Net income adjusted for depreciation provided $189.8 million and receivables from customers, (net of 13 Part I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations payables to customers), increased $98.1 million. Investing activities used $.4 million, net, from the sale of investment and for the purchase of fixed assets. Cash flows from financing activities used $84.4 million primarily for withdrawals and distributions from partnership capital, net of issuance of partnership interests. Excess cash balances were used to pay down long-term debt. There were no material changes in the Partnership's overall financial condition during the nine months ended September 25, 1998. The Partnership's balance sheet is comprised primarily of cash and assets readily convertible into cash. Securities inventories are carried at market value 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 certain amounts payable to customers, checks, accounts payable and accrued expenses are 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. FORWARD-LOOKING STATEMENTS The Management's Financial Discussion, including the discussion under "Year 2000," contains forward-looking statements within the meaning of federal securities laws. Actual results are subject to risks and uncertainties, including both those specific to the Partnership and those specific to the industry which could cause results to differ materially from those contemplated. The risks and uncertainties include, but are not limited to, third-party or Partnership failures to achieve timely, effective remediation of the Year 2000 issues, general economic conditions, actions of competitors, regulatory actions, changes in legislation and technology changes. Undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Partnership does not undertake any obligation to publicly update any forward-looking statements. 14 Part II. OTHER INFORMATION THE JONES FINANCIAL COMPANIES, L.L.L.P. Item 1: Legal Proceedings There have been no material changes in the legal proceedings previously reported. 15 Part II. OTHER INFORMATION 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, L.L.L.P. (Registrant) Dated: November 6, 1998 /s/ John W. Bachmann ----------------------------- John W. Bachmann Managing Partner Dated: November 6, 1998 /s/ Steven Novik ----------------------------- Steven Novik Chief Financial Officer 16 Part II. OTHER INFORMATION EXHIBIT INDEX THE JONES FINANCIAL COMPANIES, L.L.L.P. For the quarter ended September 25, 1998 Exhibit No. Description Page - ---------------------------------------------------------------- 27.0 Financial Data Schedule (provided for the Securities and Exchange Commission only) 17