UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarter ended May 31, 2002

Commission file number 1-8527

 

A.G. EDWARDS, INC.

 

State of Incorporation: DELAWARE

I.R.S. Employer Identification No: 43-1288229

 

One North Jefferson Avenue
St. Louis, Missouri 63103

 

Registrant's telephone number, including area code: (314) 955-3000

 

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       

 

At June 28, 2002, there were 79,420,819 shares of A.G. Edwards, Inc. common stock, par value $1, issued and outstanding.

 

 

A.G. EDWARDS, INC.

INDEX

 

   

Page

PART I.

FINANCIAL INFORMATION

 
     
 

     Consolidated balance sheets

1

     
 

     Consolidated statements of earnings

2

     
 

     Consolidated statements of cash flows

3

     
 

     Notes to consolidated financial statements

4-6

     
 

     Management's financial discussion

7-9

     
     

PART II.

OTHER INFORMATION

10

     
 

SIGNATURES

11

 

 

A.G. EDWARDS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share amounts)
(Unaudited)

 

May 31,

 February 28,

ASSETS

        2002  

      2002     

Cash and cash equivalents

$    123,520

$    100,425

Cash and government securities, segregated under

   

     federal and other regulations

92,463

92,921

Securities purchased under agreements to resell

28,593

44,823

Securities borrowed

90,338

68,264

Receivables:

   

     Customers, less allowance for doubtful

   

          accounts of $42,215 and $38,214

2,408,548

2,460,753

     Brokers, dealers and clearing organizations

15,555

44,615

     Fees, dividends and interest

80,441

76,004

Securities inventory, at fair value:

   

     State and municipal

302,737

254,582

     Government and agencies

24,757

38,252

     Corporate

56,765

84,674

Investments

252,762

217,954

Property and equipment, at cost, net of accumulated

   

     depreciation and amortization of $500,140 and $470,805

526,112

531,283

Deferred income taxes

93,492

93,460

Other assets

        59,840

        79,160

 

$ 4,155,923

$ 4,187,170

 

                   

                   

LIABILITIES AND STOCKHOLDERS' EQUITY

   

Short-term bank loans

$ 384,900

$ 107,300

Checks payable

230,285

239,607

Securities loaned

305,902

274,535

Securities sold under agreements to repurchase

-

45,861

Payables:

   

     Customers

871,994

982,371

     Brokers, dealers and clearing organizations

90,672

141,511

Securities sold but not yet purchased, at fair value

35,078

30,200

Employee compensation and related taxes

251,022

392,187

Deferred compensation

182,100

184,999

Income taxes

27,670

12,878

Other liabilities

      123,904

      127,925

          Total Liabilities

   2,503,527

   2,539,374

Stockholders' Equity:

   

     Preferred stock, $25 par value:

   

          Authorized, 4,000,000 shares, none issued

-

-

     Common stock, $1 par value:

   

          Authorized, 550,000,000 shares

   

          Issued, 96,463,114 shares

96,463

96,463

     Additional paid-in capital

293,335

286,480

     Retained earnings

   1,918,462

   1,892,189

 

2,308,260

2,275,132

     Less - Treasury stock, at cost (16,414,342 and 15,767,984 shares)

      655,864

      627,336

          Total Stockholders' Equity

   1,652,396

   1,647,796

 

$ 4,155,923

$ 4,187,170

 

                   

                   

See Notes to Consolidated Financial Statements.

A.G. EDWARDS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per share amounts)
(Unaudited)

 

Three Months Ended

 

               May 31,              

 

        2002     

       2001      

REVENUES:

   

     Commissions

$ 251,373

$ 261,555

     Asset management and service fees

168,540

163,278

     Principal transactions

83,646

85,336

     Investment banking

61,858

45,940

     Interest

28,972

57,899

     Other

       5,725

       2,812

          Total Revenues

600,114

616,820

     Interest expense

       1,923

     11,090

          Net Revenues

   598,191

   605,730

     

NON-INTEREST EXPENSES:

   

     Compensation and benefits

395,509

403,015

     Communication and technology

73,026

63,594

     Occupancy and equipment

31,988

34,551

     Marketing and business development

10,120

10,718

     Floor brokerage and clearance

5,420

5,627

     Other

    21,129

    17,367

          Total Non-Interest Expenses

  537,192

  534,872

     

EARNINGS BEFORE INCOME TAXES

60,999

70,858

     

INCOME TAXES

     21,935

     25,605

     

NET EARNINGS

$   39,064

$   45,253

 

                

                

     

Earnings per share:

   

     Diluted

$       0.48

$       0.56

 

                

                

     Basic

$       0.48

$       0.57

 

                

                

     

Dividends per share

$       0.16

$       0.16

 

                

                

     

Average common and common equivalent

   

  shares outstanding (in thousands):

   

     Diluted

     81,770

     81,071

 

                

                

     Basic

     80,732

     80,210

 

                

                

 

 

See Notes to Consolidated Financial Statements.

A.G. EDWARDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

 

       Three Months Ended May 31,

 

                 2002    

                      2001   

Cash Flows from Operating Activities:

   

          Net earnings

$    39,064 

$    45,253 

          Noncash and nonoperating items included in earnings

46,783 

32,871 

          Change in:

   

             Segregated cash and government securities

458 

(1,114)

             Net securities borrowed and loaned

10,317 

(32,679)

             Net receivable from customers

(61,975)

333,094 

             Net payable to brokers, dealers

   

                and clearing organizations

(21,779)

58,909 

             Fees, dividends and interest receivable

(4,437)

(8,075)

             Net securities inventory

(1,873)

(160,495)

             Trading investments, net

(35,742)

(23,388)

             Other assets and liabilities

 (159,859)

 (275,431)

          Net cash from operating activities

 (189,043)

   (31,055)

     

Cash Flows from Investing Activities:

   

          Purchase of property and equipment

(30,043)

(50,548)

          Purchase of other investments

(1,852)

(2,956)

          Proceeds from sale or maturity of other investments

      1,025 

      1,650 

          Net cash from investing activities

   (30,870)

   (51,854)

     

Cash Flows from Financing Activities:

   

          Short-term bank loans

277,600 

278,000 

          Securities loaned

(1,024)

(137,855)

          Employee stock transactions

13,407 

4,899 

          Cash dividends paid

(12,849)

(12,694)

          Purchase of treasury stock

    (34,126)

    (11,332)

          Net cash from financing activities

   243,008 

   121,018 

     

Net Increase in Cash and Cash Equivalents

23,095 

38,109 

Cash and Cash Equivalents, Beginning of Period

   100,425 

   116,004 

Cash and Cash Equivalents, End of Period

$ 123,520 

$ 154,113 

 

                 

                 

 

Interest payments, net of amounts capitalized, totaled $1,660 and $11,895 during the three month periods ended May 31, 2002 and 2001, respectively.

Income tax payments totaled $24,251 and $33,296 during the three month periods ended May 31, 2002 and 2001, respectively.

See Notes to Consolidated Financial Statements.

 

 

A.G. EDWARDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 31, 2002

(Dollars in thousands, except per share amounts)
(Unaudited)

FINANCIAL STATEMENTS:

The consolidated financial statements of A.G. Edwards, Inc., and its wholly owned subsidiaries (collectively referred to as the "Company"), including its principal subsidiary, A.G. Edwards & Sons, Inc. (Edwards), are prepared in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended February 28, 2002. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been reflected. All such adjustments consist of normal recurring accruals unless otherwise disclosed in these interim consolidated financial statements. The results of operations for the three months ended May 31, 2002, are not necessarily indicative of the results for the year ending February 28, 2003. Where appropriate, prior periods' financial information has been reclassified to conform with the current-period presentation.

STOCKHOLDERS' EQUITY:

Under the Company's February 2001 stock repurchase program the Company is authorized to purchase up to 10,000,000 shares of its common stock through December 31, 2002. The Company purchased 829,000 shares at an aggregate cost of $34,126 during the three-month period ended May 31, 2002. For the three-month period ended May 31, 2001, the Company purchased 310,000 shares at an aggregate cost of $11,332. There are 7,006,100 shares remaining that can be repurchased under this program.

Comprehensive earnings for the three-month periods ended May 31, 2002 and 2001 were equal to the Company's net earnings.

The following table presents the computations of basic and diluted earnings per share:

 

Three Months Ended     

 

            May 31,           

 

    2002 

    2001 

     

Net earnings available to common stockholders

$39,064

$45,253

 

             

             

     

Shares (in thousands):

   

  Weighted average shares outstanding

  80,732

  80,210  

  Dilutive effect of employee stock plans

    1,038

       861

  Total weighted average diluted shares

  81,770

  81,071

 

             

             

Diluted earnings per share

$    0.48

$    0.56

 

             

             

Basic earnings per share

$    0.48

$    0.57

 

             

             

 

 

A.G. EDWARDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 31, 2002
(Dollars in thousands, except per share amounts)
(Unaudited)

 

NET CAPITAL REQUIREMENTS:

Edwards is subject to the net capital rule administered by the Securities and Exchange Commission (SEC). This rule requires Edwards to maintain a minimum net capital, as defined, and to notify and sometimes obtain the approval of the SEC and other regulatory organizations for substantial withdrawals of capital and loans to affiliates. At May 31, 2002, Edwards' net capital of $596,970 was $548,497 in excess of the minimum requirement.

FINANCIAL INSTRUMENTS:

The Company receives collateral in connection with resale agreements, securities borrowed transactions, customer margin loans and other loans. Under many agreements, the Company is permitted to sell or repledge these securities held as collateral and use these securities to enter into securities lending arrangements or deliver them to counterparties to cover short positions. At May 31, 2002, the fair value of securities received as collateral where the Company is permitted to sell or repledge the securities was $3,344,915 and the fair value of the collateral that had been sold or repledged was $873,008.

RESTRUCTURING CHARGE:

A restructuring charge of $82,462 was recorded during the fourth quarter of fiscal year 2002 as a result of a number of actions taken to reduce costs, streamline its headquarters operations and better position the Company for improved profitability. The restructuring charge consisted of technology asset write-offs of $46,332, severance costs of $18,605 and real estate consolidations of $17,525.

The following table reflects changes in the restructuring reserve at May 31, 2002:

 

 
Initial  
Balance

Utilized in
Fiscal   
Year 2002

Utilized in
Fiscal   
Year 2003

Balance 
May 31,
  2002   

Technology asset write-offs

$46,332

$(45,932)

$     (66)

$     334

Severance costs

18,605

-

(5,962)

12,643

Real estate consolidations

  17,525

    (7,938)

            -

    9,587

 

$82,462

$(53,870)

$(6,028)

$22,564

 

             

                

              

             

         

 

A.G. EDWARDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 31, 2002
(Dollars in thousands, except per share amounts)
(Unaudited)

OTHER:

The Company incurred charges of $25,800 for a reserve on a $37,660 partly secured margin loan in fiscal year 2002. Among other factors, this estimated reserve was based upon the number of shares, trading volume and price volatility of the underlying collateral securing the loan. Due to the facts and circumstances surrounding the margin loan and underlying collateral, the Company increased its reserve by $3,500 to $29,300 in the first quarter of fiscal 2003.

RECENT ACCOUNTING PRONOUNCEMENTS:

In July 2001, the Financial Accounting Standards Board (FASB) released Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142, intangible assets with indefinite lives and goodwill are no longer amortized. Instead, these assets are reviewed at least annually for impairment. The Company adopted the provisions of SFAS No. 142 in the first quarter of fiscal 2003 and did not have an impact on the Company's consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and amends Accounting Research Bulletin No. 51, "Consolidated Financial Statements." The Company adopted the provisions of SFAS No. 144 in the first quarter of fiscal year 2003. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

A.G. EDWARDS, INC.
MANAGEMENT'S FINANCIAL DISCUSSION

THREE MONTHS ENDED MAY 31, 2002 COMPARED
TO THREE MONTHS ENDED MAY 31, 2001

General Business Environment

The three months ended May 31, 2002 produced lower net revenues and net earnings compared to the same period last year, which reflected continued caution by the Company's clients during difficult market conditions. The Dow Jones Industrial Average began the period at 10,106 and ended at 9,925, an overall decrease of 2 percent. The Nasdaq Composite Index began the period at 1,731 and ended at 1,616, a decline of 7 percent. Trading volume on the New Stock Exchange increased 10 percent, while volume on the Nasdaq decreased 12 percent compared to the same period last year. The Federal Reserve Board's target rate remained unchanged at 1.75 percent for the three months ended May 31, 2002. The greatest influences on market conditions appeared to be concerns over the economy, financial data provided by publicly traded companies, global political tensions and terrorism.

The Company's branch offices increased to 706 from 701 and the number of financial consultants reached 7,361 at May 31, 2002, an increase of 182 financial consultants from May 31, 2001.

Results of Operations

Net revenues decreased $8 million (1 percent) to $598 million from $606 million. Non-interest expenses were $537 million, an increase of $2 million, and net earnings were down $6 million (14 percent). Profit margin was 6.5 percent compared to 7.5 percent in the same period last year primarily due to decreased non-commissionable revenues as net interest revenue continued to decline.

Total commission revenues decreased $10 million (4 percent). Commission revenues from listed and over-the-counter transactions decreased a combined $18 million (12 percent) reflecting a continuation of reduced interest in the equity markets by retail investors. Commissions from the sale of mutual funds increased $11 million (19 percent) primarily from increased sales of income related funds. Insurance commissions decreased $4 million (8 percent) primarily due to a change in annuity product mix.

Asset management and service fees increased $5 million (3 percent). Fees from the administration of client assets under third-party management and from the Company's management services improved $4 million (8 percent) as a result of an 11 percent increase in assets in fee-based accounts due to more clients choosing fee-based pricing alternatives. Fees from third-party mutual funds and annuities increased $4 million (6 percent) as investors have continued to invest in income funds and annuities to avoid the risk of owning individual equity securities. Distribution fees received from third-party money market funds declined $4 million (12 percent) as the funds offered by the Company reached expense caps during the period in the current low yield environment. The Company expects this decline to continue until interest rates increase.

Revenue from principal transactions declined $2 million (2 percent). Revenue from the sale of corporate products, both debt and equity, decreased a combined $12 million (24 percent). This was offset by a $10 million (27 percent) increase from the sale of municipal and government products as clients choose the safety of these investments.

Investment banking revenues increased $16 million (35 percent). Underwriting fees and selling concessions from the sale of debt issues increased $10 million (86 percent). The low interest rate environment has prompted issuers to refund existing debt or issue new debt. Management fees earned from investment banking activities increased $4 million (36 percent) as the Company participated in a larger number of offerings this year over last.

Net interest revenue, interest revenue net of interest expense, decreased $20 million (42 percent) due to a 16 percent decrease in average margin balances and a 41 percent decrease in average interest rates charged on margin balances. This was partially offset by a related decrease in average bank loans and securities lending activities used to finance client borrowings.

Other revenue increased $3 million primarily due to a realized gain on a private equity investment.

Compensation and benefits decreased $8 million (2 percent) primarily due to a decrease in salary expense of $10 million, which resulted from reduced employment levels. As a partial offset, commission expense increased $3 million following increased commissionable revenues.

Communication and technology expenses increased $9 million (15 percent) primarily due to the amortization of several technology initiatives that were placed in service subsequent to the same period last year.

Other expenses include a $3.5 million increase in the reserve established during fiscal year 2002 in connection with the previously disclosed $37 million partially secured margin loan, bringing the total reserve for this loan to $29.3 million.

LIQUIDITY AND CAPITAL RESOURCES

The principal sources for financing the Company's business are stockholders' equity, cash generated from operations, short-term bank loans and securities lending arrangements. The Company believes it has adequate sources of credit available, if needed, to finance client activities, branch and headquarters expansion, stock repurchases and other capital expenditures.

The Company is expanding its headquarters with an additional office building and learning center. The total cost of this project is estimated to be $185 million. Total expenditures for this project were $115 million through May 31, 2002.

Under the Company's February 2001 stock repurchase program the Company purchased 829,000 shares at an aggregate cost of $34.1 million. For the same period last year the Company purchased 310,000 shares at an aggregate cost of $11.3 million. The Company is authorized to purchase an additional 7,006,100 shares through December 31, 2002.

RISK MANAGEMENT

No material changes have occurred related to the Company's policies, procedures, controls or risk profile.

FORWARD LOOKING STATEMENTS

This Management's Financial Discussion 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 Company 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, general economic conditions, the actions of competitors, regulatory actions, changes in legislation, risk management, technology changes, estimates of capital expenditures, the affect of interest rate changes on future distribution fees, and implementation and effects of expense reduction strategies, workforce reductions, and disposition of real estate holdings. 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 Company does not undertake any obligation to publicly update any forward-looking statements .

 

 

PART II. OTHER INFORMATION

Item 1: Legal Proceedings.

   There have been no material changes in the legal proceedings previously reported in
   the Company's Annual Report on Form 10-K for the year ended February 28, 2002.

Item 4: Submission of Matters to a Vote of Security Holders at the Company's Annual Meeting of
           Stockholders on June 20, 2002.

 Stockholders approved the following nominations and proposals:

 

 

 
 Votes For 

 

Votes  
 Against 

 

Votes    
 Withheld* 

       

Nominations for director:

     
   Samuel C. Hutchinson, Jr.

61,329,047

 

978,653

   Ronald J. Kessler

61,520,398

 

787,302

       

Approve the Company's
  2002 Employee Stock
  Purchase Plan

 
 
53,665,794

 
 
2,037,662

 
 
6,604,244

       

Ratification of auditors

58,958,032

3,258,737

90,931

       

A total of 62,307,700 shares were present in person or by proxy at the Annual Meeting.

       

*Includes abstentions and broker non-votes.

Item 6: Exhibits and Reports on Form 8-K.

  Exhibits.

  Exhibit 10 - A.G. Edwards, Inc. 1988 Incentive Stock Plan (as amended and restated).

   Reports on Form 8-K.

   There were no reports on Form 8-K filed during the quarter ended May 31, 2002.

 

 

 

 

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.

 

   

A.G. EDWARDS, INC.                          

   

(Registrant)

     
     
     

Date:

July 15, 2002

/s/ Robert L. Bagby                                 

   

Robert L. Bagby

   

Chairman of the Board and

   

Chief Executive Officer

     
     
     

Date:

July 15, 2002

/s/ Douglas L. Kelly                                

   

Douglas L. Kelly

   

Treasurer and Chief Financial Officer