RJF-2014.06.30.10Q
Index

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(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 30, 2014
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 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)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
 
Accelerated filer o
 
 
 
Non-accelerated filer o
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨                               No x
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

141,272,924 shares of common stock as of August 4, 2014



RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES

Form 10-Q for the quarter ended June 30, 2014

INDEX

 
 
 
PAGE
PART I.
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
PART II.
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 5.
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 
Signatures

2
Index

PART I FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS


RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

 
 
 
 
 
June 30, 2014
 
September 30, 2013
 
(in thousands)
Assets:
 
 
 
Cash and cash equivalents
$
2,845,757

 
$
2,596,616

Assets segregated pursuant to regulations and other segregated assets
2,298,518

 
4,064,827

Securities purchased under agreements to resell and other collateralized financings
508,005

 
709,120

Financial instruments, at fair value:
 

 
 

Trading instruments
607,775

 
579,705

Available for sale securities
603,679

 
698,844

Private equity investments
208,876

 
216,391

Other investments
220,509

 
248,512

Derivative instruments associated with offsetting matched book positions
318,253

 
250,341

Receivables:
 

 
 

Brokerage clients, net
1,982,102

 
1,983,340

Stock borrowed
171,440

 
146,749

Bank loans, net
10,374,274

 
8,821,201

Brokers-dealers and clearing organizations
125,480

 
243,101

Loans to financial advisors, net
430,114

 
409,080

Other
520,874

 
407,329

Deposits with clearing organizations
139,220

 
126,405

Prepaid expenses and other assets
656,849

 
611,425

Investments in real estate partnerships held by consolidated variable interest entities
239,088

 
272,096

Property and equipment, net
244,433

 
244,416

Deferred income taxes, net
219,008

 
195,160

Goodwill and identifiable intangible assets, net
356,035

 
361,464

Total assets
$
23,070,289

 
$
23,186,122



(continued on next page)












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


3
Index


RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
(continued from previous page)
 
 
 
 
 
June 30, 2014
 
September 30, 2013
 
($ in thousands)
Liabilities and equity:
 

 
 

Trading instruments sold but not yet purchased, at fair value
$
248,186

 
$
220,656

Securities sold under agreements to repurchase
286,924

 
300,933

Derivative instruments associated with offsetting matched book positions, at fair value
318,253

 
250,341

Payables:
 

 
 

Brokerage clients
3,910,993

 
5,942,843

Stock loaned
453,661

 
354,377

Bank deposits
10,267,838

 
9,295,371

Brokers-dealers and clearing organizations
152,236

 
109,611

Trade and other
627,824

 
630,344

Other borrowings
559,166

 
84,076

Accrued compensation, commissions and benefits
697,011

 
741,787

Loans payable of consolidated variable interest entities
43,245

 
62,938

Corporate debt
1,191,774

 
1,194,508

Total liabilities
18,757,111

 
19,187,785

Commitments and contingencies (see Note 16)


 


Equity
 

 
 

Preferred stock; $.10 par value; authorized 10,000,000 shares; issued and outstanding -0- shares
—

 
—

Common stock; $.01 par value; authorized 350,000,000 shares; issued 145,951,703 at June 30, 2014 and 144,559,772 at September 30, 2013
1,442

 
1,429

Additional paid-in capital
1,224,112

 
1,136,298

Retained earnings
2,910,165

 
2,635,026

Treasury stock, at cost; 5,122,321 common shares at June 30, 2014 and 5,002,666 common shares at September 30, 2013
(127,461
)
 
(120,555
)
Accumulated other comprehensive income
6,918

 
10,726

Total equity attributable to Raymond James Financial, Inc.
4,015,176

 
3,662,924

Noncontrolling interests
298,002

 
335,413

Total equity
4,313,178

 
3,998,337

Total liabilities and equity
$
23,070,289

 
$
23,186,122















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


4
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,
 
2014
 
2013
 
2014
 
2013
 
(in thousands, except per share amounts)
Revenues:
 
 
 
 
 
 
 
Securities commissions and fees
$
813,461

 
$
763,345

 
$
2,401,360

 
$
2,266,918

Investment banking
78,694

 
68,057

 
225,802

 
203,182

Investment advisory fees
89,080

 
74,601

 
270,590

 
202,174

Interest
119,391

 
117,376

 
354,877

 
358,534

Account and service fees
101,585

 
90,757

 
296,183

 
267,608

Net trading profit (loss)
17,276

 
(1,456
)
 
50,269

 
16,011

Other
21,796

 
25,048

 
55,601

 
131,108

Total revenues
1,241,283

 
1,137,728

 
3,654,682

 
3,445,535

Interest expense
27,052

 
28,192

 
78,404

 
83,416

Net revenues
1,214,231

 
1,109,536

 
3,576,278

 
3,362,119

Non-interest expenses:
 

 
 

 
 

 
 

Compensation, commissions and benefits
825,506

 
772,324

 
2,442,742

 
2,297,919

Communications and information processing
63,341

 
67,138

 
194,698

 
192,522

Occupancy and equipment costs
40,757

 
39,323

 
120,339

 
117,495

Clearance and floor brokerage
9,335

 
9,266

 
29,165

 
30,839

Business development
35,079

 
31,737

 
103,990

 
93,854

Investment sub-advisory fees
12,887

 
10,369

 
38,484

 
26,829

Bank loan loss provision (benefit)
4,467

 
(2,142
)
 
8,082

 
4,518

Acquisition related expenses
—

 
13,449

 
—

 
51,753

Other
43,926

 
39,175

 
128,034

 
111,023

Total non-interest expenses
1,035,298

 
980,639

 
3,065,534

 
2,926,752

Income including noncontrolling interests and before provision for income taxes
178,933

 
128,897

 
510,744

 
435,367

Provision for income taxes
68,554

 
48,192

 
191,749

 
152,522

Net income including noncontrolling interests
110,379

 
80,705

 
318,995

 
282,845

Net (loss) income attributable to noncontrolling interests
(12,310
)
 
(3,157
)
 
(24,887
)
 
33,149

Net income attributable to Raymond James Financial, Inc.
$
122,689

 
$
83,862

 
$
343,882

 
$
249,696

 
 
 
 
 
 
 
 
Net income per common share – basic
$
0.87

 
$
0.60

 
$
2.44

 
$
1.79

Net income per common share – diluted
$
0.85

 
$
0.59

 
$
2.38

 
$
1.76

Weighted-average common shares outstanding – basic
140,270

 
138,185

 
139,747

 
137,493

Weighted-average common and common equivalent shares outstanding – diluted
143,985

 
141,231

 
143,312

 
140,165

 
 
 
 
 
 
 
 
Net income attributable to Raymond James Financial, Inc.
$
122,689

 
$
83,862

 
$
343,882

 
$
249,696

Other comprehensive income (loss), net of tax:(1)
 

 
 

 
 

 
 

Change in unrealized losses on available for sale securities and non-credit portion of other-than-temporary impairment losses
2,246

 
614

 
6,822

 
14,358

Change in currency translations and net investment hedges
5,906

 
(8,090
)
 
(10,630
)
 
(16,767
)
Total comprehensive income
$
130,841

 
$
76,386

 
$
340,074

 
$
247,287

 
 
 
 
 
 
 
 
Other-than-temporary impairment:
 

 
 

 
 

 
 

Total other-than-temporary impairment, net
$
839

 
$
(2,852
)
 
$
4,812

 
$
3,866

Portion of pre-tax (recoveries) losses recognized in other comprehensive income
(839
)
 
2,814

 
(4,839
)
 
(4,289
)
Net impairment losses recognized in other revenue
$
—

 
$
(38
)
 
$
(27
)
 
$
(423
)
 
(1)
All components of other comprehensive income, net of tax, are attributable to Raymond James Financial, Inc. 


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

5
Index

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
 
Nine months ended June 30,
 
2014
 
2013
 
(in thousands, except per share amounts)
Common stock, par value $.01 per share:
 
 
 
Balance, beginning of year
$
1,429

 
$
1,404

Other issuances
13

 
23

Balance, end of period
1,442

 
1,427

 
 
 
 
Additional paid-in capital:
 

 
 

Balance, beginning of year
1,136,298

 
1,030,288

Employee stock purchases
15,983

 
14,317

Exercise of stock options and vesting of restricted stock units, net of forfeitures
14,269

 
32,741

Restricted stock, stock option and restricted stock unit expense
48,593

 
45,788

Excess tax benefit from share-based payments
8,147

 
3,442

Purchase of additional equity interest in subsidiary
—

 
(4,531
)
Other
822

 
189

Balance, end of period
1,224,112

 
1,122,234

 
 
 
 
Retained earnings:
 

 
 

Balance, beginning of year
2,635,026

 
2,346,563

Net income attributable to Raymond James Financial, Inc.
343,882

 
249,696

Cash dividends declared
(68,447
)
 
(58,597
)
Other
(296
)
 
(410
)
Balance, end of period
2,910,165

 
2,537,252

 
 
 
 
Treasury stock:
 

 
 

Balance, beginning of year
(120,555
)
 
(118,762
)
Purchases/surrenders
(2,223
)
 
(7,959
)
Exercise of stock options and vesting of restricted stock units, net of forfeitures
(4,683
)
 
2,964

Balance, end of period
(127,461
)
 
(123,757
)
 
 
 
 
Accumulated other comprehensive income:(1)
 

 
 

Balance, beginning of year
$
10,726

 
$
9,447

Net change in unrealized losses on available for sale securities and non-credit portion of other-than-temporary impairment losses, net of tax
6,822

 
14,358

Net change in currency translations and net investment hedges, net of tax
(10,630
)
 
(16,766
)
Balance, end of period
6,918

 
7,039

Total equity attributable to Raymond James Financial, Inc.
$
4,015,176

 
$
3,544,195

 
 
 
 
Noncontrolling interests:
 

 
 

Balance, beginning of year
$
335,413

 
$
411,342

Net (loss) income attributable to noncontrolling interests
(24,887
)
 
33,149

Capital contributions
22,565

 
27,727

Distributions
(24,576
)
 
(147,075
)
Consolidation of acquired entity (2)
—

 
7,592

Derecognition resulting from acquisition of additional interests
—

 
4,126

Other
(10,513
)
 
(5,914
)
Balance, end of period
298,002

 
330,947

Total equity
$
4,313,178

 
$
3,875,142


(1)
All components of other comprehensive income, net of tax, are attributable to Raymond James Financial, Inc. 

(2)
On December 24, 2012, we acquired a 45% interest in ClariVest Asset Management, LLC. See Notes 1 and 3 for discussion.


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

6
Index

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 
Nine months ended June 30,
 
2014
 
2013
 
(in thousands)
Cash flows from operating activities:
 
 
 
Net income attributable to Raymond James Financial, Inc.
$
343,882

 
$
249,696

Net (loss) income attributable to noncontrolling interests
(24,887
)
 
33,149

Net income including noncontrolling interests
318,995

 
282,845

 
 
 
 
Adjustments to reconcile net income including noncontrolling interests to net cash provided by operating activities:
 

 
 

Depreciation and amortization
48,158

 
48,890

Deferred income taxes
(26,154
)
 
(1,537
)
Premium and discount amortization on available for sale securities and unrealized/realized gain on other investments
(21,733
)
 
(80,539
)
Provisions for loan losses, legal proceedings, bad debts and other accruals
15,224

 
15,607

Share-based compensation expense
51,962

 
48,468

Goodwill impairment expense
—

 
6,933

Other
9,222

 
28,153

Net change in:
 

 
 

Assets segregated pursuant to regulations and other segregated assets
1,766,309

 
(667,215
)
Securities purchased under agreements to resell and other collateralized financings, net of securities sold under agreements to repurchase
187,106

 
(112,785
)
Stock loaned, net of stock borrowed
74,593

 
(32,274
)
(Loans provided to) repayments of loans, to financial advisors, net
(30,271
)
 
9,474

Brokerage client receivables and other accounts receivable, net
(9,915
)
 
29,745

Trading instruments, net
55,837

 
338,794

Prepaid expenses and other assets
114

 
(75,880
)
Brokerage client payables and other accounts payable
(1,984,873
)
 
681,963

Accrued compensation, commissions and benefits
(44,927
)
 
(51,389
)
Proceeds from sales of securitizations and loans held for sale, net of purchases and originations of loans held for sale
49,420

 
(52,634
)
Excess tax benefits from share-based payment arrangements
(8,147
)
 
(3,442
)
Net cash provided by operating activities
450,920

 
413,177

 
 
 
 
Cash flows from investing activities:
 

 
 

Additions to property and equipment
(44,104
)
 
(65,757
)
Increase in bank loans, net
(1,808,852
)
 
(619,341
)
(Purchases) redemptions of Federal Home Loan Bank/Federal Reserve Bank stock, net
(21,861
)
 
1,067

Proceeds from sales of loans held for investment
150,776

 
147,932

Sales of private equity and other investments, net
46,737

 
231,365

Purchases of available for sale securities
(1,305
)
 
(62,102
)
Available for sale securities maturations, repayments and redemptions
86,012

 
90,758

Proceeds from sales of available for sale securities
27,463

 
4,619

Investments in real estate partnerships held by consolidated variable interest entities, net of other investing activity
(287
)
 
1,585

Business acquisition, net of cash acquired
(2,007
)
 
(6,450
)
Net cash used in investing activities
$
(1,567,428
)
 
$
(276,324
)
 
 
 
 
 
 
 
 
 
 
 
 
(continued on next page)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

7
Index

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(continued from previous page)
 
Nine months ended June 30,
 
2014
 
2013
 
(in thousands)
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from borrowed funds, net
$
500,367

 
$
211,700

Repayments of borrowed funds, net
(28,152
)
 
(251,966
)
Repayments of borrowings by consolidated variable interest entities which are real estate partnerships
(21,839
)
 
(22,615
)
Proceeds from capital contributed to and borrowings of consolidated variable interest entities which are real estate partnerships
726

 
23,519

Purchase of additional equity interest in subsidiary
—

 
(553
)
Exercise of stock options and employee stock purchases
28,757

 
50,555

Increase in bank deposits
972,467

 
530,671

Purchases of treasury stock
(7,794
)
 
(10,581
)
Dividends on common stock
(65,442
)
 
(57,002
)
Excess tax benefits from share-based payment arrangements
8,147

 
3,442

Net cash provided by financing activities
1,387,237

 
477,170

 
 
 
 
Currency adjustment:
 

 
 

Effect of exchange rate changes on cash
(21,588
)
 
(8,498
)
Net increase in cash and cash equivalents
249,141

 
605,525

Cash and cash equivalents at beginning of year
2,596,616

 
1,980,020

Cash and cash equivalents at end of period
$
2,845,757

 
$
2,585,545

 
 
 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 

 
 

Cash paid for interest
$
75,974

 
$
80,541

Cash paid for income taxes
$
258,211

 
$
131,952

Non-cash transfers of loans to other real estate owned
$
3,631

 
$
2,188



























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

8
Index

RAYMOND JAMES FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2014

NOTE 1 – INTRODUCTION AND BASIS OF PRESENTATION

Description of business

Raymond James Financial, Inc. (“RJF” or the “Company”) is a financial holding company headquartered in Florida whose broker-dealer subsidiaries are engaged in various financial service businesses, including the underwriting, distribution, trading and brokerage of equity and debt securities and the sale of mutual funds and other investment products.  In addition, other subsidiaries of RJF provide investment management services for retail and institutional clients, corporate and retail banking, and trust services.  As used herein, the terms “we,” “our” or “us” refer to RJF and/or one or more of its subsidiaries.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of RJF and its consolidated subsidiaries that are generally controlled through a majority voting interest. We consolidate all of our 100% owned subsidiaries. In addition we consolidate any variable interest entity (“VIE”) in which we are the primary beneficiary. Additional information on these VIEs is provided in Note 2 on pages 120 - 122 in the section titled, “Evaluation of VIEs to determine whether consolidation is required” as presented in our Annual Report on Form 10-K for the year ended September 30, 2013, as filed with the United States (“U.S.”) Securities and Exchange Commission (the “2013 Form 10-K”) and in Note 9 herein. When we do not have a controlling interest in an entity, but we exert significant influence over the entity, we apply the equity method of accounting. All material intercompany balances and transactions have been eliminated in consolidation.

Accounting estimates and assumptions

Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) but not required for interim reporting purposes has been condensed or omitted. These unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position and results of operations for the interim periods presented.

The nature of our business is such that the results of any interim period are not necessarily indicative of results for a full year. These unaudited condensed consolidated financial statements should be read in conjunction with Management’s Discussion and Analysis and the consolidated financial statements and notes thereto included in our 2013 Form 10-K. To prepare condensed consolidated financial statements in conformity with GAAP, we must make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and could have a material impact on the condensed consolidated financial statements.

Fiscal year 2013 acquisition

On December 24, 2012, we completed our acquisition of a 45% interest in ClariVest Asset Management, LLC (“ClariVest”), an acquisition that bolsters our platform in the large-cap investment objective. During the second quarter, we made an earn-out payment to the sellers of ClariVest. See Note 3 for additional information.

Adoption of new accounting guidance

In December 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance requiring additional disclosures regarding the nature of an entity’s rights of setoff and related arrangements associated with its financial instruments and derivative instruments.  This guidance was further amended in January 2013. Specifically, this new guidance requires additional information about derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. This guidance was first effective for our quarter ended December 31, 2013.  See Note 14 for these additional disclosures.

In February 2013, the FASB issued new guidance intended to improve the reporting of reclassifications out of accumulated other comprehensive income (“AOCI”). The new guidance requires us to report the effect of significant reclassifications out of AOCI on the respective line items in net income if the amount being reclassified is required under GAAP to be reclassified in its

9
Index

entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, we are required to cross-reference other disclosures required under GAAP that provide additional detail about those amounts. This new guidance was first effective for our quarter ended December 31, 2013.  See Note 17 for these additional disclosures.

Significant subsidiaries

As of June 30, 2014, our significant subsidiaries, all wholly owned, include: Raymond James & Associates, Inc. (“RJ&A”), a domestic broker-dealer carrying client accounts, Raymond James Financial Services, Inc. (“RJFS”), an introducing domestic broker-dealer, Raymond James Financial Services Advisors, Inc. (“RJFSA”), a registered investment advisor, Raymond James Ltd. (“RJ Ltd.”), a broker-dealer headquartered in Canada, Eagle Asset Management, Inc. (“Eagle”) and Raymond James Bank, N.A. (“RJ Bank”), a national bank.

In mid-February 2013, the client accounts of Morgan Keegan & Company, Inc. (a broker-dealer hereinafter referred to as “MK & Co.”), a subsidiary which we had considered in certain prior periods to be a significant subsidiary, were transferred to RJ&A pursuant to our strategy to integrate the operations of MK & Co. and MK Holding, Inc. and certain of its affiliates (collectively referred to hereinafter as “Morgan Keegan”) into our own. RJF acquired Morgan Keegan from Regions Financial Corporation (“Regions”) on April 2, 2012 (the “Closing Date”).

NOTE 2 – UPDATE OF SIGNIFICANT ACCOUNTING POLICIES

A summary of our significant accounting policies is included in Note 2 on pages 104 - 122 of our 2013 Form 10-K. There have been no significant changes in our significant accounting policies since September 30, 2013.
Brokerage client receivables, loans to financial advisors and allowance for doubtful accounts
As more fully described in Note 2 on page 112 of our 2013 Form 10-K, we have certain financing receivables that arise from businesses other than our banking business. Specifically, we offer loans to financial advisors and certain key revenue producers, primarily for recruiting and retention purposes. We present the outstanding balance of loans to financial advisors on our Condensed Consolidated Statements of Financial Condition, net of their applicable allowances for doubtful accounts. The allowance for doubtful accounts balance associated with all of our loans to financial advisors is $2.6 million and $2.8 million at June 30, 2014 and September 30, 2013, respectively. Of the June 30, 2014 loans to financial advisors, the portion of the balance associated with financial advisors who are no longer affiliated with us, after consideration of the allowance for doubtful accounts, is approximately $4.4 million.
Reclassifications
As more fully described in Note 1 on page 104, and Note 28 on page 187 of our 2013 Form 10-K, effective September 30, 2013 we implemented changes in our reportable segments. These segment changes had no effect on the historical financial results of operations. Prior period segment balances impacted by this change have been reclassified to conform to the current presentation. See Note 23 for presentation of segment information.
Certain other prior period amounts, none of which are material, have been reclassified to conform to the current presentation.

NOTE 3 – ACQUISITIONS

Acquisitions during fiscal year 2013

On December 24, 2012 (the “ClariVest Acquisition Date”), we completed our acquisition of a 45% interest in ClariVest. On the ClariVest Acquisition Date, we paid approximately $8.8 million in cash to the sellers for our interest. A computation based upon the actual earnings of ClariVest during the one year period since the ClariVest Acquisition Date was performed and additional cash consideration owed to the sellers of approximately $2 million was paid during the current year.

As a result of certain protective rights we have under the operating agreement with ClariVest, we are consolidating ClariVest in our financial statements as of the ClariVest Acquisition Date. In addition, a put and call agreement was entered into on the ClariVest Acquisition Date that provides our Eagle subsidiary with various paths to majority ownership in ClariVest, the timing of which would depend upon the financial results of ClariVest’s business and the tenure of existing ClariVest management. The results of operations of ClariVest have been included in our results prospectively since December 24, 2012. For purposes of certain acquisition related financial reporting requirements, the ClariVest acquisition is not considered to be material to our overall financial condition.


10
Index

See Note 10 for information regarding the identifiable intangible assets we recorded as a result of the ClariVest acquisition.

Acquisition related expense

Acquisition related expenses are recorded in the Condensed Consolidated Statement of Income and Comprehensive Income and include certain incremental expenses arising from our acquisitions.  Acquisition related expenses in the current fiscal year are no longer material for separate disclosure since our integration of Morgan Keegan was substantially complete as of September 30, 2013. In the prior year periods, we incurred the following acquisition related expense:
 
Three months ended June 30, 2013
 
Nine months ended June 30, 2013
 
(in thousands)
Information systems integration and conversion costs (1)
$
1,497

 
$
24,042

Severance (2)
6,742

 
12,947

Temporary services
2,019

 
3,622

Occupancy and equipment costs (3)
2,340

 
3,614

Financial advisory fees
—

 
1,176

Legal
27

 
486

Other integration costs
824

 
5,866

Total acquisition related expense
$
13,449

 
$
51,753


(1)
Includes equipment costs related to the disposition of information systems equipment, and temporary services incurred specifically related to the information systems conversion.

(2)
Represents all costs associated with eliminating positions as a result of the Morgan Keegan acquisition, partially offset by the favorable impact arising from the forfeiture of any unvested accrued benefits.

(3)
Includes lease costs associated with the abandonment of certain facilities resulting from the Morgan Keegan acquisition.


NOTE 4 – CASH AND CASH EQUIVALENTS, ASSETS SEGREGATED PURSUANT TO REGULATIONS, AND DEPOSITS WITH CLEARING ORGANIZATIONS

Our cash equivalents include money market funds or highly liquid investments with original maturities of 90 days or less, other than those used for trading purposes.  For discussion of our accounting policies regarding assets segregated pursuant to regulations and other segregated assets, see Note 2 on page 106 of our 2013 Form 10-K.

Our cash and cash equivalents, assets segregated pursuant to regulations or other segregated assets, and deposits with clearing organization balances are as follows:
 
June 30,
2014
 
September 30,
2013
 
(in thousands)
Cash and cash equivalents:
 
 
 
Cash in banks
$
2,843,746

 
$
2,593,890

Money market fund investments
2,011

 
2,726

Total cash and cash equivalents (1)
2,845,757

 
2,596,616

Cash segregated pursuant to federal regulations and other segregated assets (2)
2,298,518

 
4,064,827

Deposits with clearing organizations (3)
139,220

 
126,405

 
$
5,283,495

 
$
6,787,848


(1)
The total amounts presented include cash and cash equivalents of $1.11 billion and $1.02 billion as of June 30, 2014 and September 30, 2013, respectively, which are either held directly by RJF or are otherwise invested by one of our subsidiaries on behalf of RJF, and are available without restrictions.

(2)
Consists of cash maintained in accordance with Rule 15c3-3 under the Securities Exchange Act of 1934. RJ&A, as a broker-dealer carrying client accounts, is subject to requirements related to maintaining cash or qualified securities in segregated reserve accounts for the exclusive benefit of its’ clients. Additionally, RJ Ltd. is required to hold client Registered Retirement Savings Plan funds in trust.

(3)
Consists of deposits of cash and cash equivalents or other short-term securities held by other clearing organizations or exchanges.

11
Index

NOTE 5 – FAIR VALUE

For a discussion of our valuation methodologies for assets, liabilities measured at fair value, and the fair value hierarchy, see Note 2 on pages 107 - 111 of our 2013 Form 10-K. There have been no material changes to our valuation methodologies since our year ended September 30, 2013.

Assets and liabilities measured at fair value on a recurring and nonrecurring basis are presented below:
June 30, 2014
 
Quoted prices
in active
markets for
identical
assets
(Level 1) (1)
 
Significant
other
observable
inputs
(Level 2) (1)
 
Significant
unobservable
inputs
(Level 3)
 
Netting
adjustments (2)
 
Balance as of
June 30,
2014
 
 
(in thousands)
Assets at fair value on a recurring basis:
 
 
 
 
 
 
 
 
 
 
Trading instruments:
 
 
 
 
 
 
 
 
 
 
Municipal and provincial obligations
 
$
13,509

 
$
175,114

 
$
—

 
$
—

 
$
188,623

Corporate obligations
 
5,055

 
65,871

 
—

 
—

 
70,926

Government and agency obligations
 
6,411

 
87,385

 
—

 
—

 
93,796

Agency mortgage-backed securities (“MBS”) and collateralized mortgage obligations (“CMOs”)
 
176

 
73,781

 
—

 
—

 
73,957

Non-agency CMOs and asset-backed securities (“ABS”)
 
—

 
39,418

 
12

 
—

 
39,430

Total debt securities
 
25,151

 
441,569

 
12

 
—

 
466,732

Derivative contracts
 
—

 
89,065

 
—

 
(60,674
)
 
28,391

Equity securities
 
75,120

 
2,889

 
52

 
—

 
78,061

Corporate loans
 
—

 
1,503

 
—

 
—

 
1,503

Other
 
947

 
31,188

 
953

 
—

 
33,088

Total trading instruments
 
101,218

 
566,214

 
1,017

 
(60,674
)
 
607,775

Available for sale securities:
 
 

 
 

 
 

 
 

 
 

Agency MBS and CMOs
 
—

 
281,987

 
—

 
—

 
281,987

Non-agency CMOs
 
—

 
95,500

 
—

 
—

 
95,500

Other securities
 
2,042

 
—

 
—

 
—

 
2,042

Auction rate securities (“ARS”):
 
 

 
 

 
 

 
 

 
 

Municipals
 
—

 
—

 
110,701

(3) 
—

 
110,701

Preferred securities
 
—

 
—

 
113,449

 
—

 
113,449

Total available for sale securities
 
2,042

 
377,487

 
224,150

 
—

 
603,679

Private equity investments
 
—

 
—

 
208,876

(4) 
—

 
208,876

Other investments (5)
 
217,379

 
1,294

 
1,836

 
—

 
220,509

Derivative instruments associated with offsetting matched book positions
 
—

 
318,253

 
—

 
—

 
318,253

Other assets
 
—

 
—

 
2,852

(9) 
—

 
2,852

Total other assets
 
—

 
—

 
2,852

 
—

 
2,852

Total assets at fair value on a recurring basis
 
$
320,639

 
$
1,263,248

 
$
438,731

 
$
(60,674
)
 
$
1,961,944

 
 
 
 
 
 
 
 
 
 
 
Assets at fair value on a nonrecurring basis: (6)
 
 

 
 

 
 

 
 

 
 

Bank loans, net:
 
 

 
 

 
 

 
 

 
 

Impaired loans
 
$
—

 
$
37,518

 
$
62,712

 
$
—

 
$
100,230

Loans held for sale(7)
 
—

 
55,333

 
—

 
—

 
55,333

Total bank loans, net
 
—

 
92,851

 
62,712

 
—

 
155,563

Other real estate owned (“OREO”)(8)
 
—

 
377

 
—

 
—

 
377

Total assets at fair value on a nonrecurring basis
 
$
—

 
$
93,228

 
$
62,712

 
$
—

 
$
155,940

 
(continued on next page)

12
Index

June 30, 2014
 
Quoted prices
in active
markets for
identical
assets
(Level 1) (1)
 
Significant
other
observable
inputs
(Level 2) (1)
 
Significant
unobservable
inputs
(Level 3)
 
Netting
adjustments (2)
 
Balance as of
June 30,
2014
 
 
(in thousands)
 
 
(continued from previous page)
Liabilities at fair value on a recurring basis:
 
 
 
 
 
 
 
 
 
 
Trading instruments sold but not yet purchased:
 
 
 
 
 
 
 
 
 
 
Municipal and provincial obligations
 
$
14,782

 
$
175

 
$
—

 
$
—

 
$
14,957

Corporate obligations
 
155

 
4,213

 
—

 
—

 
4,368

Government obligations
 
202,747

 
—

 
—

 
—

 
202,747

Agency MBS and CMOs
 
3,083

 
—

 
—

 
—

 
3,083

Total debt securities
 
220,767

 
4,388

 
—

 
—

 
225,155

Derivative contracts
 
—

 
75,395

 
—

 
(67,256
)
 
8,139

Equity securities
 
14,714

 
142

 
—

 
—

 
14,856

Other securities
 
—

 
36

 
—

 
—

 
36

Total trading instruments sold but not yet purchased
 
235,481

 
79,961

 
—

 
(67,256
)
 
248,186

Derivative instruments associated with offsetting matched book positions
 
—

 
318,253

 
—

 
—

 
318,253

Trade and other payables:
 
 
 
 
 
 
 
 
 


Derivative contracts
 
—

 
4,117

 
—

 
—

 
4,117

Other liabilities
 
—

 
—

 
58


—

 
58

Total trade and other payables
 
—

 
4,117

 
58

 
—

 
4,175

Total liabilities at fair value on a recurring basis
 
$
235,481

 
$
402,331

 
$
58

 
$
(67,256
)
 
$
570,614


(1)
We had $622 thousand in transfers of financial instruments from Level 1 to Level 2 during the three and nine months ended June 30, 2014.  These transfers were a result of a decrease in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement. We had $631 thousand in transfers of financial instruments from Level 2 to Level 1 during the three and nine months ended June 30, 2014.  These transfers were a result of an increase in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement.  Our policy is that the end of each respective quarterly reporting period determines when transfers of financial instruments between levels are recognized.

(2)
Where permitted, we have elected to net derivative receivables and derivative payables and the related cash collateral received and paid when a legally enforceable master netting agreement exists (see Note 14 for additional information regarding offsetting financial instruments).

(3)
Includes $59 million of Jefferson County, Alabama Limited Obligation School Warrants ARS.

(4)
The portion of these investments we do not own is approximately $54 million as of June 30, 2014 and are included as a component of noncontrolling interest in our Condensed Consolidated Statements of Financial Condition. The weighted average portion we own is approximately $155 million or 74% of the total private equity investments of $209 million included in our Condensed Consolidated Statements of Financial Condition.

(5)
Other investments include $147 million of financial instruments that are related to MK & Co.’s obligations to perform under certain of its historic deferred compensation plans (see Note 2 on page 119, and Note 23 on page 176, of our 2013 Form 10-K for further information regarding these plans).

(6)
Goodwill fair value measurements are classified within Level 3 of the fair value hierarchy, which are generally determined using unobservable inputs. See Note 10 for additional information regarding the annual impairment analysis.

(7)
Includes individual loans classified as held for sale, which were recorded at a fair value lower than cost.

(8)
Represents the fair value of foreclosed properties which were measured at a fair value subsequent to their initial classification as OREO. The recorded value in the Condensed Consolidated Statements of Financial Condition is net of the estimated selling costs.

(9)
Includes forward commitments to purchase GNMA (as hereinafter defined) MBS arising from our fixed income public finance operations (see Note 16 for additional information regarding these commitments) and to a much lesser extent, other certain commitments.


13
Index


September 30, 2013
 
Quoted prices
in active
markets for
identical
assets
(Level 1) (1)
 
Significant
other
observable
inputs
(Level 2) (1)
 
Significant
unobservable
inputs
(Level 3)
 
Netting
adjustments (2)
 
Balance as of
September 30,
2013
 
 
(in thousands)
Assets at fair value on a recurring basis:
 
 
 
 
 
 
 
 
 
 
Trading instruments:
 
 
 
 
 
 
 
 
 
 
Municipal and provincial obligations
 
$
10

 
$
202,816

 
$
—

 
$
—

 
$
202,826

Corporate obligations
 
833

 
59,573

 
—

 
—

 
60,406

Government and agency obligations
 
6,408

 
106,988

 
—

 
—

 
113,396

Agency MBS and CMOs
 
155

 
92,994

 
—

 
—

 
93,149

Non-agency CMOs and ABS
 
—

 
16,957

 
14

 
—

 
16,971

Total debt securities
 
7,406

 
479,328

 
14

 
—

 
486,748

Derivative contracts
 
—

 
89,633

 
—

 
(61,524
)
 
28,109

Equity securities
 
48,749

 
4,231

 
35

 
—

 
53,015

Other
 
1,413

 
6,464

 
3,956

 
—

 
11,833

Total trading instruments
 
57,568

 
579,656

 
4,005

 
(61,524
)
 
579,705

 
 
 
 
 
 
 
 
 
 
 
Available for sale securities:
 
 

 
 

 
 

 
 

 
 

Agency MBS and CMOs
 
—

 
326,029

 
—

 
—

 
326,029

Non-agency CMOs
 
—

 
128,943

 
78

 
—

 
129,021

Other securities
 
2,076

 
—

 
—

 
—

 
2,076

ARS:
 
 

 
 

 
 

 
 

 


Municipals
 
—

 
—

 
130,934

(3) 
—

 
130,934

Preferred securities
 
—

 
—

 
110,784

 
—

 
110,784

Total available for sale securities
 
2,076

 
454,972

 
241,796

 
—

 
698,844

 
 
 
 
 
 
 
 
 
 
 
Private equity investments
 
—

 
—

 
216,391

(4) 
—

 
216,391

Other investments (5)
 
241,627

 
2,278

 
4,607

 
—

 
248,512

Derivative instruments associated with offsetting matched book positions
 
—

 
250,341

 
—

 
—

 
250,341

Other receivables
 
—

 
—

 
2,778

(6) 
—

 
2,778

Other assets
 
—

 
—

 
15

 
—

 
15

Total assets at fair value on a recurring basis
 
$
301,271

 
$
1,287,247

 
$
469,592

 
$
(61,524
)
 
$
1,996,586

 
 
 
 
 
 
 
 
 
 
 
Assets at fair value on a nonrecurring basis: (7)
 
 

 
 

 
 

 
 

 
 

Bank loans, net
 
 
 
 
 
 
 
 
 
 
Impaired loans
 
—

 
33,187

 
59,868

 
—

 
93,055

Loans held for sale(8)
 
—

 
28,119

 
—

 
—

 
28,119

Total bank loans, net
 
—

 
61,306

 
59,868

 
—

 
121,174

OREO(9)
 
—

 
209

 
—

 
—

 
209

Total assets at fair value on a nonrecurring basis
 
$
—

 
$
61,515

 
$
59,868

 
$
—

 
$
121,383

 
 
 
 
 
 
 
 
 
 
 
(continued on next page)

14
Index

September 30, 2013
 
Quoted prices
in active
markets for
identical
assets
(Level 1) (1)
 
Significant
other
observable
inputs
(Level 2) (1)
 
Significant
unobservable
inputs
(Level 3)
 
Netting
adjustments (2)
 
Balance as of
September 30,
2013
 
 
(in thousands)
 
 
(continued from previous page)
Liabilities at fair value on a recurring basis:
 
 

 
 

 
 

 
 

Trading instruments sold but not yet purchased:
 
 

 
 

 
 

 
 

 
 

Municipal and provincial obligations
 
$
165

 
$
1,612

 
$
—

 
$
—

 
$
1,777

Corporate obligations
 
30

 
9,081

 
—

 
—

 
9,111

Government obligations
 
169,816

 
—

 
—

 
—

 
169,816

Agency MBS and CMOs
 
3,068

 
—

 
—

 
—

 
3,068

Total debt securities
 
173,079

 
10,693

 
—

 
—

 
183,772

Derivative contracts
 
—

 
74,920

 
—

 
(69,279
)
 
5,641

Equity securities
 
31,151

 
92

 
—

 
—

 
31,243

Total trading instruments sold but not yet purchased
 
204,230

 
85,705

 
—

 
(69,279
)
 
220,656

Derivative instruments associated with offsetting matched book positions
 
—

 
250,341

 
—

 
—

 
250,341

Trade and other payables:
 
 
 
 
 
 
 
 
 
 
Derivative contracts
 
—

 
714

 
—

 
—

 
714

Other liabilities
 
—

 
—

 
60

 
—

 
60

Total trade and other payables
 
—

 
714

 
60

 
—

 
774

Total liabilities at fair value on a recurring basis
 
$
204,230

 
$
336,760

 
$
60

 
$
(69,279
)
 
$
471,771


(1)
We had $860 thousand in transfers of financial instruments from Level 1 to Level 2 during the year ended September 30, 2013.  These transfers were a result of a decrease in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement. We had $401 thousand in transfers of financial instruments from Level 2 to Level 1 during the year ended September 30, 2013.  These transfers were a result of an increase in availability and reliability of the observable inputs utilized in the respective instruments’ fair value measurement.  Our policy is that the end of each respective quarterly reporting period determines when transfers of financial instruments between levels are recognized.

(2)
Where permitted, we have elected to net derivative receivables and derivative payables and the related cash collateral received and paid when a legally enforceable master netting agreement exists (see Note 14 for additional information regarding offsetting financial instruments).

(3)
Includes $54 million of Jefferson County, Alabama Limited Obligation School Warrants ARS and $25 million of Jefferson County, Alabama Sewer Revenue Refunding Warrants ARS.

(4)
The portion of these investments we do not own is approximately $63 million as of September 30, 2013 and are included as a component of noncontrolling interest in our Condensed Consolidated Statements of Financial Condition. The weighted average portion we own is approximately $153 million or 71% of the total private equity investments of $216 million included in our Condensed Consolidated Statements of Financial Condition.

(5)
Other investments include $176 million of financial instruments that are related to obligations to perform under certain of MK & Co.’s historic deferred compensation plans (see Note 2 on page 119, and Note 23 on page 176, of our 2013 Form 10-K for further information regarding these plans).

(6)
Primarily comprised of forward commitments to purchase GNMA (as hereinafter defined) MBS arising from our fixed income public finance operations (see Note 20 on page 171 of our 2013 Form 10-K for additional information).

(7)
Goodwill fair value measurements are classified within Level 3 of the fair value hierarchy, which are generally determined using unobservable inputs. See Note 13 on pages 155 - 157 of our 2013 Form 10-K for additional information regarding the annual impairment analysis and our methods of estimating the fair value of reporting units that have an allocation of goodwill, including the key assumptions.

(8)
Includes individual loans classified as held for sale, which were recorded at a fair value lower than cost.

(9)
Represents the fair value of foreclosed properties which were measured at a fair value subsequent to their initial classification as OREO. The recorded value in the Condensed Consolidated Statements of Financial Condition is net of the estimated selling costs.


15
Index

The adjustment to fair value of the nonrecurring fair value measures for the nine months ended June 30, 2014 resulted in a $208 thousand additional provision for loan losses and $305 thousand in other losses. The adjustment to fair value of the nonrecurring fair value measures for the nine months ended June 30, 2013 resulted in $5.5 million in additional provision for loan losses and $2.7 million in other losses.

Changes in Level 3 recurring fair value measurements

The realized and unrealized gains and losses for assets and liabilities within the Level 3 category presented in the tables below may include changes in fair value that were attributable to both observable and unobservable inputs.

Additional information about Level 3 assets and liabilities measured at fair value on a recurring basis is presented below:
Three months ended June 30, 2014 Level 3 assets at fair value
(in thousands)
 
Financial assets
 
Financial
liabilities
 
Trading instruments
 
Available for sale securities
 
Private equity, other investments and other assets
 
Payables-
trade and
other
 
Non-
agency
CMOs &
ABS
 
Equity
securities
 
Other
 
Non-
agency
CMOs
 
ARS –
municipals
 
ARS -
preferred
securities
 
Private
equity
investments
 
Other
investments
 
Other assets
 
Other
liabilities
Fair value
   March 31, 2014
$
13

 
$
37

 
$
2,703

 
$
38

 
$
109,960

 
$
112,215

 
$
191,401

 
$
1,788

 
$
15

 
$
(82
)
Total gains (losses) for the period:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

Included in earnings
(1
)
 
2

 
(162
)
 
—

 
542

 
—

 
3,831

(1) 
89

 
2,837

 
2

Included in other comprehensive income
—

 
—

 
—

 
1

 
1,060

 
1,234

 
—

 
—

 
—

 
—

Purchases and contributions
—

 
78

 
5,917

 
—

 
—

 
—

 
3,982

 
—

 
—

 
—

Sales
—

 
(65
)
 
(7,505
)
 
(38
)
 
(511
)
 
—

 
—

 
—

 
—

 
—

Redemptions by issuer
—

 
—

 
—

 
—

 
(350
)
 
—

 
—

 
(12
)
 
—

 
—

Distributions
—

 
—

 
—

 
(1
)
 
—

 
—

 
(18,244
)
 
(29
)
 
—

 
—

Transfers: (2)
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

Into Level 3
—

 
—

 
—

 
—

 
—

 
—

 
27,906

(3) 
—

 
—

 
—

Out of Level 3
—

 
—

 
—

 
—

 
—

 
—

 
—


—

 
—

 
22

Fair value
   June 30, 2014
$
12

 
$
52

 
$
953

 
$
—

 
$
110,701

 
$
113,449

 
$
208,876

 
$
1,836

 
$
2,852

 
$
(58
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Change in unrealized gains (losses) for the period included in earnings (or changes in net assets) for assets held at the end of the reporting period
$
(1
)
 
$
2

 
$
(42
)
 
$
—

 
$
1,060

 
$
1,234

 
$
3,831

 
$
89

 
$
2,837

 
$
—


(1)
Primarily results from valuation adjustments of certain private equity investments.  Since we only own a portion of these investments, our share of the net valuation adjustments resulted in a gain of $4.7 million which is included in net income attributable to RJF (after noncontrolling interests).  The noncontrolling interests’ share of the net valuation adjustments was a loss of approximately $824 thousand.

(2)
Our policy is that the end of each respective quarterly reporting period determines when transfers of financial instruments between levels are recognized.

(3)
The transfers into Level 3 were comprised of transfers of balances previously included in other receivables on our Condensed Consolidated Statements of Financial Condition.


16
Index

Nine months ended June 30, 2014 Level 3 assets at fair value
(in thousands)