Raymond James Financial 10-Q 2024-06-30

Filed 2024-08-06. 8 sections, 590K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto

Commission File Number: 1-9109

RAYMOND JAMES FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Florida59-1517485
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

880 Carillon Parkway, St. Petersburg, Florida 33716

(Address of principal executive offices) (Zip Code)

(727) 567-1000

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueRJFNew York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred StockRJF PrBNew York Stock Exchange

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

205,943,440 shares of common stock as of August 2, 2024

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

INDEX
PAGE
PART IFINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)3
Condensed Consolidated Statements of Financial Condition (Unaudited)3
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)4
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)5
Condensed Consolidated Statements of Cash Flows (Unaudited)6
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 - Organization and basis of presentation8
Note 2 - Update of significant accounting policies9
Note 3 - Fair value10
Note 4 - Available-for-sale securities16
Note 5 - Derivative assets and derivative liabilities19
Note 6 - Collateralized agreements and financings21
Note 7 - Bank loans, net23
Note 8 - Loans to financial advisors, net30
Note 9 - Variable interest entities30
Note 10 - Goodwill and identifiable intangible assets, net31
Note 11 - Other assets32
Note 12 - Leases32
Note 13 - Bank deposits33
Note 14 - Other borrowings34
Note 15 - Income taxes35
Note 16 - Commitments, contingencies and guarantees35
Note 17 - Shareholders’ equity38
Note 18 - Revenues41
Note 19 - Interest income and interest expense45
Note 20 - Share-based compensation45
Note 21 - Regulatory capital requirements46
Note 22 - Earnings per share49
Note 23 - Segment information50
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations52
Item 3.Quantitative and Qualitative Disclosures about Market Risk97
Item 4.Controls and Procedures97
PART IIOTHER INFORMATION
Item 1.Legal Proceedings98
Item 1A.Risk Factors98
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds98
Item 3.Defaults Upon Senior Securities98
Item 4.Mine Safety Disclosures99
Item 5.Other Information99
Item 6.Exhibits99
Signatures100

Index

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

$ in millions, except per share amountsJune 30, 2024September 30, 2023
Assets:
Cash and cash equivalents$9,095$9,313
Assets segregated for regulatory purposes and restricted cash3,6413,235
Collateralized agreements570418
Financial instruments, at fair value:
Trading assets ($1,200 and $1,062 pledged as collateral)1,4721,187
Available-for-sale securities ($11 and $22 pledged as collateral)8,5309,181
Derivative assets85265
Other investments ($6 and $7 pledged as collateral)333306
Brokerage client receivables, net2,7982,525
Other receivables, net1,9331,608
Bank loans, net45,14943,775
Loans to financial advisors, net1,2581,136
Deferred income taxes, net658711
Goodwill and identifiable intangible assets, net1,8841,907
Other assets3,2222,793
Total assets$80,628$78,360
Liabilities and shareholders’ equity:
Bank deposits$54,401$54,199
Collateralized financings1,154337
Financial instrument liabilities, at fair value:
Trading liabilities891716
Derivative liabilities354490
Brokerage client payables5,4895,447
Accrued compensation, commissions and benefits1,9771,914
Other payables2,0841,931
Other borrowings1,0491,100
Senior notes payable2,0392,039
Total liabilities69,43868,173
Commitments and contingencies (see Note 16)
Shareholders’ equity
Preferred stock7979
Common stock; $.01 par value; 650,000,000 shares authorized; 249,886,619 shares issued and 205,573,733 shares outstanding as of June 30, 2024; 248,728,805 shares issued and 208,769,095 shares outstanding as of September 30, 202322
Additional paid-in capital3,2213,143
Retained earnings11,38510,213
Treasury stock, at cost; 44,312,886 and 39,959,710 common shares as of June 30, 2024 and September 30, 2023, respectively(2,773)(2,252)
Accumulated other comprehensive loss(717)(971)
Total equity attributable to Raymond James Financial, Inc.11,19710,214
Noncontrolling interests(7)(27)
Total shareholders’ equity11,19010,187
Total liabilities and shareholders’ equity$80,628$78,360

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

Index

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

Three months ended June 30,Nine months ended June 30,
in millions, except per share amounts2024202320242023
Revenues:
Asset management and related administrative fees$1,611$1,373$4,534$3,917
Brokerage revenues:
Securities commissions4163561,2131,077
Principal transactions116105369364
Total brokerage revenues5324611,5821,441
Account and service fees328264982811
Investment banking183151543446
Interest income1,0579873,1592,729
Other5157120133
Total revenues3,7623,29310,9209,477
Interest expense(534)(386)(1,561)(911)
Net revenues3,2282,9079,3598,566
Non-interest expenses:
Compensation, commissions and benefits2,0901,8516,0545,407
Non-compensation expenses:
Communications and information processing166149481441
Occupancy and equipment7568220202
Business development7266193176
Investment sub-advisory fees4840132110
Professional fees3835103105
Bank loan provision/(benefit) for credit losses(10)542396

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INDEX
PAGE
Factors affecting “forward-looking statements”53
Introduction53
Executive overview53
Reconciliation of non-GAAP financial measures to GAAP financial measures56
Net interest analysis60
Results of operations
Private Client Group65
Capital Markets70
Asset Management71
Bank74
Other76
Statement of financial condition analysis77
Liquidity and capital resources77
Regulatory83
Critical accounting estimates84
Accounting standards update85
Risk management86
RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Management’s Discussion and AnalysisIndex

FACTORS AFFECTING “FORWARD-LOOKING STATEMENTS”

Certain statements made in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning future strategic objectives, business prospects, anticipated savings, financial results (including expenses, earnings, liquidity, cash flow and capital expenditures), industry or market conditions (including changes in interest rates and inflation), demand for and pricing of our products (including cash sweep and deposit offerings), anticipated timing and benefits of our acquisitions, and our level of success integrating acquired businesses, anticipated results of litigation, regulatory developments, and general economic conditions. In addition, words such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” as well as any other statement that necessarily depends on future events, are intended to identify forward-looking statements. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from those expressed in the forward-looking statements. We caution investors not to rely unduly on any forward-looking statements and urge you to carefully consider the risks described in our filings with the Securities and Exchange Commission (the “SEC”) from time to time, including our most recent Annual Report on Form 10-K, and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available at www.raymondjames.com and the SEC’s website at www.sec.gov. We expressly disclaim any obligation to update any forward-looking statement in the event it later turns out to be inaccurate, whether as a result of new information, future events, or otherwise.

INTRODUCTION

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand the results of our operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and accompanying notes to condensed consolidated financial statements. Where “NM” is used in various percentage change computations, the computed percentage change has been determined to be not meaningful.

We operate as a financial holding company and bank holding company. Results in the businesses in which we operate are highly correlated to general economic conditions and, more specifically, to the direction of the U.S. equity and fixed income markets, changes in interest rates, market volatility, corporate and mortgage lending markets and commercial and residential credit trends. Overall market conditions, economic, political and regulatory trends, and industry competition are among the factors which could affect us and which are unpredictable and beyond our control. These factors affect the financial decisions made by market participants, including investors, borrowers, and competitors, impacting their level of participation in the financial markets. These factors also impact the level of investment banking activity and asset valuations, which ultimately affect our business results.

EXECUTIVE OVERVIEW

Quarter ended June 30, 2024 compared with the quarter ended June 30, 2023

For our fiscal third quarter of 2024, we generated net revenues of $3.23 billion, an increase of 11% compared with the prior-year quarter, and pre-tax income of $644 million, an increase of 33% compared with the prior-year quarter. Our net income available to common shareholders of $491 million also increased 33%, and our earnings per diluted share were $2.31, reflecting an increase of 35%. Our annualized return on common equity (“ROCE”) for the quarter was 17.8%, compared with 14.9% for the prior-year quarter, and our annualized return on tangible common equity (“ROTCE”) was 21.2%(1), compared with 18.3%(1) for the prior-year quarter. Excluding the impact of $23 million of expenses related to acquisitions completed in prior years, such as compensation expenses related to retention awards and amortization of identifiable intangible assets, our adjusted net income available to common shareholders was $508 million(1) for the three months ended June 30, 2024, an increase of 27% compared with adjusted net income available to common shareholders for the prior-year quarter. Our adjusted earnings per diluted share were $2.39(1), an increase of 29% compared with the prior-year quarter. Adjusted annualized ROCE for the quarter was 18.4%(1) and adjusted annualized ROTCE was 21.9%(1) compared with adjusted annualized ROCE of 16.1%(1) and adjusted annualized ROTCE of 19.7%(1) for the prior-year quarter.

(1)ROTCE, adjusted net income available to common shareholders, adjusted earnings per diluted share, adjusted annualized ROCE, and adjusted annualized ROTCE are non-GAAP financial measures. Please see the “Reconciliation of non-GAAP financial measures to GAAP financial measures” in this MD&A for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, and for other important disclosures.

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Management’s Discussion and AnalysisIndex

The increase in net revenues compared with the prior-year quarter was primarily due to higher asset management and related administrative fees, largely the result of higher PCG client assets in fee-based accounts at the beginning of the current quarter compared with the prior-year quarter. Brokerage revenues also increased compared with the prior-year quarter primarily due to an increase in client activity in the PCG segment. Investment banking revenues i

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Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls are procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this report, are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Securities Exchange Act of 1934 Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes during the three months ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Management’s Discussion and AnalysisIndex

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not have any sales of unregistered securities for the nine months ended June 30, 2024.

We purchase our own stock from time to time in conjunction with a number of activities, each of which is described in the following paragraphs. The following table presents information on our purchases of our own stock, on a monthly basis, for the nine months ended June 30, 2024.

Total number of shares purchasedAverage price per shareNumber of shares purchased as part of publicly announced plans or programsApproximate dollar value (in millions) at each month-end of securities that may yet be purchased under the plans or programs
October 1, 2023 – October 31, 20232,602$100.13—$750
November 1, 2023 – November 30, 2023516,466$99.63439,678$1,500
December 1, 2023 – December 31, 2023970,735$110.03968,566$1,393
First quarter1,489,803$106.401,408,244
January 1, 2024 – January 31, 202431,211$110.95—$1,393
February 1, 2024 – February 29, 2024344,673$118.60336,110$1,354
March 1, 2024 – March 31, 20241,361,324$122.781,358,927$1,187
Second quarter1,737,208$121.741,695,037
April 1, 2024 – April 30, 2024335,810$128.84335,519$1,143
May 1, 2024 – May 31, 2024296$123.32—$1,143
June 1, 2024 – June 30, 20241,658,877$120.591,658,508$944
Third quarter1,994,983$121.981,994,027
Fiscal year-to-date total5,221,994$117.465,097,308

In November 2023, the Board of Directors authorized repurchase of our common stock in an aggregate amount of up to $1.5 billion, which replaced the previous authorization.

In the preceding table, the total number of shares purchased includes shares purchased pursuant to the Restricted Stock Trust Fund, which was established to acquire our common stock in the open market and used to settle RSUs granted as a retention vehicle for certain employees of our wholly-owned Canadian subsidiaries. For more information on this trust fund, see Note 2 of the Notes to Consolidated Financial Statements of our 2023 Form 10-K and Note 9 of the Notes to Condensed Consolidated Financial Statements of this Form 10-Q. These activities do not utilize the repurchase authorization presented in the preceding table.

The total number of shares purchased also includes shares repurchased as a result of employees surrendering shares as payment for option exercises or withholding taxes. These activities do not utilize the repurchase authorization presented in the preceding table.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Management’s Discussion and AnalysisIndex

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2024.

Item 6. EXHIBITS

Exhibit NumberDescription
3.1.1Amended and Restated Articles of Incorporation of Raymond James Financial, Inc. as filed with the Secretary of State of Florida on February 28, 2022, incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2022.
3.1.2Articles of Amendment to Amended and Restated Articles of Incorporation of Raymond James Financial, Inc. relating to the Raymond James Financial, Inc. 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, $0.10 par value per share, incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on May 31, 2022.
3.1.3Articles of Amendment to Amended and Restated Articles of Incorporation of Raymond James Financial, Inc. relating to the Raymond James Financial, Inc. 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock, $0.10 par value per share, incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 8-A, filed with the Securities and Exchange Commission on May 31, 2022.
3.2Amended and Restated By-Laws of Raymond James Financial, Inc., reflecting amendments adopted by the Board of Directors on August 21, 2023, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 25, 2023.
31.1Certification of Paul C. Reilly pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Paul M. Shoukry pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32Certification of Paul C. Reilly and Paul M. Shoukry pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES Management’s Discussion and AnalysisIndex

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 6, 2024/s/ Paul C. Reilly
Paul C. Reilly
Chair and Chief Executive Officer
Date:August 6, 2024/s/ Paul M. Shoukry
Paul M. Shoukry
President and Chief Financial Officer