THE QUICK & REILLY GROUP, INC. AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED November 26, 1993
INDEX
Page Number
Part I.
Item 1. Financial Statements
Consolidated Statements of
Financial Condition - November 26, 1993
(Unaudited) and February 28, 1993 1
Consolidated Statements of Income
(Unaudited) - Three Months Ended
November 26, 1993 and November 27, 1992 2
Consolidated Statements of Income
(Unaudited) - Nine Months Ended
November 26, 1993 and November 27, 1992 3
Consolidated Statements of Cash
Flows (Unaudited) - Nine Months Ended
November 26, 1993 and Novmeber 27, 1992 4
Notes to Consolidated Financial
Statements ( Unaudited) 5 - 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7 - 8
SIGNATURE PAGE
<PAGE>
<TABLE>
The Quick & Reilly Group, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
<CAPTION>
November 26, February 28,
1993 1993
----------------------------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash & Cash Equivalents $48,008,705 $46,230,544
Receivable from Brokers, Dealers and
Clearing Organizations 1,515,153,637 703,370,780
Receivable From Customers 700,215,044 541,821,008
Securities Owned at Market Value -
U.S. Government 6,021,368 4,879,596
Municipal 41,093,482 35,671,130
Equities and Other 17,434,038 15,281,855
Secured Demand Notes Receivable-
Fully Collateralized 410,000 410,000
Exchange Memberships- At Cost
(Market Value $9,040,000 and $6,255,000) 3,333,060 3,333,060
Furniture, Equipment and Leasehold
Improvements- At Cost Less Accumulated
Depreciation and Amortization of
$7,709,000 and $4,557,801 5,625,252 5,966,353
Other Assets 19,472,996 20,000,321
----------------------------------
TOTAL ASSETS $2,356,767,582 $1,376,964,647
==================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Money Borrowed From Banks $1,000,000 $28,050,000
Drafts Payable 12,078,775 46,297,851
Payable to Brokers, Dealers and
Clearing Organizations 1,719,850,963 806,167,005
Payable to Customers 379,212,984 278,943,565
Securities Sold, But Not Yet
Purchased- At Market Value 9,748,993 11,900,408
Income Taxes Payable 5,380,390 6,989,147
Accrued Expenses and Other
Liabilities 31,438,232 28,881,141
Secured Demand Notes Payable 410,000 410,000
----------------------------------
Total Liabilities 2,159,120,337 1,207,639,117
----------------------------------
Commitments and Contingencies <F2>
Shareholders' Equity <F3>
Preferred Stock, $.01 par value;
authorized 1,000,000 shares, none
issued and outstanding
Common Stock, $.10 par value;
authorized 20,000,000 shares,
issued 10,703,047 shares in November 1993
and 10,176,937 shares in February 1993 1,070,305 1,017,693
Paid-In Capital 54,859,826 41,576,880
Retained Earnings 141,862,964 127,898,457
----------------------------------
197,793,095 170,493,030
Less: Common Stock in Treasury, at
Cost- 7,500 shares in November 1993, and
60,000 in February 1993 (145,850) (1,167,500)
----------------------------------
TOTAL SHAREHOLDERS' EQUITY 197,647,245 169,325,530
----------------------------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $2,356,767,582 $1,376,964,647
==================================
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
The Quick & Reilly Group, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
<CAPTION>
------------------------------------
Three Months Ended
November 26, November 27,
1993 1992
------------------------------------
REVENUES
<S> <C> <C>
Commisssions and Clearance Income $39,306,591 $28,840,679
Interest 18,685,212 10,976,714
Specialist Trading and Commissions 9,240,975 4,076,106
Other 1,466,162 725,021
------------------------------------
Total Revenues 68,698,940 44,618,520
EXPENSES
Employee Compensation and Benefits 21,166,118 14,946,684
Interest 11,139,379 5,603,755
Brokerage, Exchange and Clearance Fees 2,955,486 2,581,993
Data Processing and Equipment Rental 4,184,121 3,278,513
Communication 562,326 945,172
Printing, Postage, Stationery and Office Supplies 1,467,638 1,059,800
Advertising 1,680,741 1,338,504
Rent and Other Occupancy 1,529,330 1,282,043
Professional Services 530,030 365,207
Amortization of Intangibles 648,696 988,014
Other 2,732,331 2,001,883
------------------------------------
Total Expenses 48,596,196 34,391,568
Income Before Provision for Income Taxes 20,102,744 10,226,952
Provision for Income Taxes 9,918,477 4,632,034
------------------------------------
NET INCOME $10,184,267 $5,594,918
====================================
Weighted Average Number Of Shares
Earnings Per Share <F3> $0.953 $0.542
Weighted Average Number Of Shares
Ouststanding During the Period 10,691,112 10,315,061
Cash Dividends Declared Per Share $0.10 $0.08
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
The Quick & Reilly Group, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)
<CAPTION>
Nine Months Ended
November 26, November 27,
1993 1992
------------------------------------
REVENUES
<S> <C> <C>
Commisssions and Clearance Income $113,109,004 $84,787,041
Interest 47,597,780 34,510,740
Specialist Trading and Commissions 25,608,759 11,041,698
Other 3,847,651 3,699,653
------------------------------------
Total Revenues 190,163,194 134,039,132
EXPENSES
Employee Compensation and Benefits 57,374,861 41,951,308
Interest 26,812,984 17,739,361
Brokerage, Exchange and Clearance Fees 9,443,891 8,177,386
Data Processing and Equipment Rental 12,158,015 9,796,033
Communication 2,028,279 2,366,867
Printing, Postage, Stationery and Office Supplies 4,999,268 3,147,024
Advertising 4,811,067 4,477,510
Rent and Other Occupancy 4,324,000 3,703,032
Professional Services 1,747,537 1,468,266
Amortization of Intangibles 1,902,048 3,388,713
Other 8,078,705 6,059,016
------------------------------------
Total Expenses 133,680,655 102,274,516
Income Before Provision for Income Taxes 56,482,539 31,764,616
Provision for Income Taxes 26,126,675 14,178,387
------------------------------------
NET INCOME $30,355,864 $17,586,229
====================================
Earnings Per Share <F3> $2.846 $1.700
Weighted Average Number Of Shares
Ouststanding During the Period 10,667,701 10,341,928
Cash Dividends Declared Per Share $0.30 $0.24
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
<CAPTION>
Nine Months Ended
----------------------------------
November 26, November 27,
1993 1992
----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net Income $30,355,864 $17,586,229
Adjustments to Reconcile Net Income to
Net Cash Provided By (Used In)
Operating Activities:
Depreciation and Amortization 3,285,303 4,499,351
Decreases (Increases) in Operating Assets:
Receivable from Brokers, Dealers, and
Clearing Organizations (811,782,857) (201,810,448)
Receivable from Customers (158,394,036) (81,584,535)
Securities Owned (8,716,307) (866,677)
Other Assets (1,405,153) 4,464,758
Increases (Decreases) in Operating Liabilities:
Money Borrowed From Banks (27,050,000) (2,500,000)
Drafts Payable (34,219,076) 3,216,576
Payable to Brokers, Dealers, and
Clearing Organizations 913,683,958 283,272,260
Payable to Customers 100,269,419 (8,740,550)
Securities Sold, But Not Yet Purchased (2,151,415) 2,159,321
Income Taxes Payable (1,608,757) (4,578,449)
Accrued Expenses and Other Liabilities 2,557,091 (2,651,657)
----------------------------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 4,824,034 12,466,179
----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends Paid on Common Stock (3,151,001) (2,362,528)
Cash Paid in Lieu of Shares Issued on Account
of 5% Stock Dividend (4,333) -
Proceeds from Issuance of Common Stock Under
Stock Option Plan and Related Tax Benefits - 229,532
Sale of Treasury Stock Under Stock Option Plan
and Related Tax Benefits 1,121,185 -
Purchase of Treasury Stock - (1,167,500)
----------------------------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (2,034,149) (3,300,496)
----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for Purchase of Funiture, Equipment
and Leasehold Improvements (1,011,724) (4,761,809)
----------------------------------
NET CASH USED IN INVESTING ACTIVITIES (1,011,724) (4,761,809)
----------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQIVALENTS 1,778,161 4,403,874
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE YEAR 46,230,544 29,314,965
----------------------------------
CASH AND CASH EQUIVALENTS AT THE END OF
THE PERIOD $48,008,705 $33,718,839
==================================
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash Paid During the Year For:
Interest $27,922,638 $19,857,548
Income Taxes 28,484,159 16,242,800
Noncash Financing and Investing Activities:
5% Stock Dividend Declared $13,236,023 -
Issuance of Common Stock Pursuant to
Stokes, Hoyt & Co. Acquisition $1,947 -
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
THE QUICK & REILLY GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying interim financial statements reflect all
adjustments which are, in opinion of management, necessary for a
fair presentation of results for the interim periods presented. It
is recommended that these financial statements be read in
conjunction with the Company's Financial Statements and Notes
thereto included in the 1993 Annual Report which is incorporated by
reference on Form 10-K.
2. Commitments and Contingencies
Margin requirements of $30,310,000 with a clearing corporation
at November 26, 1993, have been satisfied by obtaining letters of
credit of $33,000,000 secured by customers' margin account
securities.
In the ordinary course of their securities business, certain
of the Company's subsidiaries have been named defendants in a
number of lawsuits. In the opinion of the management , based on
discussion with counsel, the resolutions of such lawsuits will not
in the aggregate have a material adverse effect on the financial
condition of the Company.
3. Earnings Per Share
On April 12, 1993, the Company declared a 5% stock dividend on
the Company's common stock. The shares issued to effect the stock
dividend were distributed on July 15, 1993 to shareholders of
record on June 14, 1993.
All per share amounts for earnings prior to April 12, 1993,
have been adjusted to give effect to this transaction. Earnings
per share have been calculated by dividing net income by the
weighted average number of shares outstanding for each quarter,
after giving effect to the transaction described above for per
share amounts prior to April 12, 1993.
4. Income Taxes
For three months ended November 26, 1993, the effective income
tax rate differs from the expected Federal tax rate applied to
income before income taxes primarily due to state and local taxes.
5. Net Capital Requirements
As registered broker-dealers and member firms of the New York
Stock Exchange, Inc., three subsidiaries are subject to certain
capital rules of both the SEC and the NYSE. These rules require
registrants to maintain minimum levels of net capital, as defined,
and may require a member to reduce its business or prohibit a
member from expanding its business and declaring dividends as its
net capital approaches specified levels. As of November 26, 1993,
the subsidiaries had net capital, in the aggregate, of
$140,188,000, which exceeded aggregate minimum net capital
requirements by $111,742,000.
6. Dividend Declared
On October 3, 1993, the Board of Directors declared a cash
dividend of $0.10 per share payable on January 2, 1994 to holders
of record on December 1, 1993.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Total Assets of the Quick & Reilly Group, Inc. increased
$979,803,000 or 71% for November 26, 1993 versus February 28,
1993. Receivable From Brokers, Dealers and Clearing
Organizations increased $811,783,000 or 115% primarily due to
increases in stock borrowed activity. Receivable From Customers
increased $158,394,000 or 29% due to increased trading
activities. U.S. Government Securities increased $1,142,000 or
23% due to increases in clearing organization depository
requirements. Municipal bonds increased $5,422,000 or 15% due to
increased investment in Municipals in lieu of lower yielding cash
equivalents.
Total Liabilities of the Company increased $951,481,000 or
79% for November 26, 1993 versus February 28, 1993. Money
Borrowed From Banks decreased $27,050,000 or 96% due to the
increase in stock loan activities, as did Drafts Payable,
decreasing $34,219,000 or 74%. Payable to Brokers, Dealers and
Clearing Organizations increased $913,684,000 or 113% due to the
increase in stock loan activity. Payable to Customers increased
$100,269,000 or 36% primarily due to increases in customer free credit
balances and trading activities. Accrued Expenses and Other Liabilities
increased $2,557,000 or 9% due to the increased volume of business and its
related costs.
Total Revenue for the third quarter ended November 26, 1993
increased $24,080,000 or 54% compared to the corresponding third
quarter ended November 27, 1992. The nine month comparison shows
a Total Revenue increase of $56,124,000 or 41%. Commission and
Clearance Income increased $10,466,000 or 36% for the three month
comparison and $28,322,000 or 33% for the ninth month comparison
of Fiscal 1994 versus Fiscal 1993. The increases are due to an
increase in volume in the securities markets. Interest Income
increased $7,708,000 or 70% for the three month period and
$13,087,000 or 38% for the nine month period due to
increased customer margin debits and increased stock borrowed
activities. Interest Expense increased $5,536,000 or 99% for the
three month period and $9,074,000 or 51% for the nine month
period primarily due to increased stock loan activities.
Specialist Trading and Commissions increased $5,165,000 or 127%
for the three month comparison and $14,567,000 or 132% for the
nine month comparison due to more favorable market conditions and
the merger of Stokes, Hoyt & Co. into JJC Specialist Corp. Other
Revenues increased $741,000 or 102% for the three month period
primarily due to increases in trading income.
Total Expenses for the third quarter ended November 26, 1993
increased $14,205,000 or 41% and increased $31,406,000 or 31% for
the nine month period comparison. Employee Compensation and
Benefits increased $6,219,000 or 42% for the three month
comparison and $15,424,000 or 37% for the nine month comparison
due to the Stokes, Hoyt & Co. merger, and increases in incentive
compensation. Brokerage, Exchange and Clearance Fees increased
$373,000 or 15% for the three month comparison and $1,267,000 or
16% for the nine month comparison due to the increased trading
volume. Data Processing and Equipment Rental increased $906,000
or 28% for the three month comparison and $2,362,000 or 24% for
the nine month comparison also due to the increase in volume.
Printing, Postage, Stationery and Office Supplies increased
$408,000 or 39% for the three month comparison and $1,852,000 or
59%, for the nine month comparison, due to increased volume, as
did Other Expenses, increasing $391,000 or 13% for the three month
comparison and $553,000 or 6% for the nine month comparison. Rent
and Occupancy increased $247,000 or 19% for the three month
comparison and $621,000 or 17% for the nine month comparison
primarily due to additional branch openings for Quick & Reilly,
Inc.
<PAGE>
SIGNATURES
---------
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE QUICK & REILLY GROUP, INC.
BY: -------------------
Leslie C. Quick, Jr.
Chairman of the Board
Chief Executive Officer
BY: -------------------
Leslie C. Quick, III
President
