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 JuneMarch 26, 20202021

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 0-16633

 

THE JONES FINANCIAL COMPANIES, L.L.L.P.

(Exact name of registrant as specified in its Charter)

 

 

MISSOURI

43-1450818

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

 

12555 Manchester Road

Des Peres, Missouri 63131

(Address of principal executive office)

(Zip Code)

(314) 515-2000

(Registrant’s telephone number, including area code)

 

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

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 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 for such shorter period that the registrant was required to submit such files). YES 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 filer

 

Accelerated 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. 

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No

As of July 31, 2020, 1,242,141April 30, 2021, 1,232,817 units of limited partnership interest (“Interests”) are outstanding, each representing $1,000 of limited partner capital.  There is no public or private market for such Interests.

 

 

 


 

THE JONES FINANCIAL COMPANIES, L.L.L.P.

INDEX

 

 

 

 

 

Page

 

 

 

 

 

PART I.

 

FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements

 

3

 

 

 

 

 

 

 

Consolidated Statements of Financial Condition

 

3

 

 

Consolidated Statements of Income

 

4

 

 

Consolidated Statements of Changes in Partnership Capital - June 26, 2020

 

5

Consolidated Statements of Changes in Partnership Capital - June 28, 2019

6

 

 

Consolidated Statements of Cash Flows

 

76

 

 

Notes to Consolidated Financial Statements

 

87

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

2017

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

 

3731

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

3831

 

 

 

 

 

PART II.

 

OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

3932

 

 

 

 

 

Item 1A.

 

Risk Factors

 

3932

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

4132

 

 

 

 

 

Item 6.

 

Exhibits

 

4233

 

 

 

 

 

 

 

Signatures

 

4436

 

 

 

2


PART I. FINANCIAL INFORMATION

 

ITEM 1.   FINANCIAL STATEMENTSSTATEMENTS

THE JONES FINANCIAL COMPANIES, L.L.L.P.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

 

 

June 26,

 

 

December 31,

 

 

March 26,

 

 

December 31,

 

(Dollars in millions)

 

2020

 

 

2019

 

 

2021

 

 

2020

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,228

 

 

$

1,014

 

 

$

1,418

 

 

$

1,125

 

Cash and investments segregated under federal regulations

 

 

13,012

 

 

 

10,387

 

 

 

18,062

 

 

 

17,918

 

Securities purchased under agreements to resell

 

 

1,443

 

 

 

1,693

 

 

 

1,759

 

 

 

1,714

 

Receivables from:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clients

 

 

3,260

 

 

 

3,328

 

 

 

3,577

 

 

 

3,504

 

Mutual funds, insurance companies and other

 

 

691

 

 

 

661

 

 

 

877

 

 

 

818

 

Brokers, dealers and clearing organizations

 

 

256

 

 

 

204

 

 

 

258

 

 

 

223

 

Securities owned, at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities

 

 

395

 

 

 

332

 

 

 

448

 

 

 

1,302

 

Inventory securities

 

 

59

 

 

 

50

 

 

 

27

 

 

 

32

 

Lease right-of-use assets

 

 

890

 

 

 

876

 

 

 

916

 

 

 

915

 

Equipment, property and improvements, at cost, net of accumulated

depreciation and amortization

 

 

634

 

 

 

616

 

 

 

620

 

 

 

620

 

Other assets

 

 

87

 

 

 

156

 

 

 

167

 

 

 

149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

21,955

 

 

$

19,317

 

 

$

28,129

 

 

$

28,320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Payables to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Clients

 

$

15,961

 

 

$

12,891

 

 

$

21,415

 

 

$

21,241

 

Brokers, dealers and clearing organizations

 

 

116

 

 

 

66

 

 

 

99

 

 

 

96

 

Accrued compensation and employee benefits

 

 

1,877

 

 

 

2,104

 

Lease liabilities

 

 

907

 

 

 

898

 

 

 

939

 

 

 

938

 

Accrued compensation and employee benefits

 

 

1,402

 

 

 

1,747

 

Accounts payable, accrued expenses and other

 

 

277

 

 

 

351

 

 

 

241

 

 

 

352

 

 

 

18,663

 

 

 

15,953

 

 

 

24,571

 

 

 

24,731

 

Contingencies (Note 9)

 

 

 

 

 

 

 

 

Contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Partnership capital subject to mandatory redemption, net of reserve for

anticipated withdrawals and partnership loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners

 

 

1,244

 

 

 

1,249

 

 

 

1,235

 

 

 

1,237

 

Subordinated limited partners

 

 

539

 

 

 

523

 

 

 

583

 

 

 

538

 

General partners

 

 

1,331

 

 

 

1,185

 

 

 

1,403

 

 

 

1,300

 

Total

 

 

3,114

 

 

 

2,957

 

 

 

3,221

 

 

 

3,075

 

Reserve for anticipated withdrawals

 

 

178

 

 

 

407

 

 

 

337

 

 

 

514

 

Total partnership capital subject to mandatory redemption

 

 

3,292

 

 

 

3,364

 

 

 

3,558

 

 

 

3,589

 

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

$

21,955

 

 

$

19,317

 

 

$

28,129

 

 

$

28,320

 

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

3


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

 

THE JONES FINANCIAL COMPANIES, L.L.L.P.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

(Dollars in millions, except per unit information and units outstanding)

 

June 26,

2020

 

 

June 28,

2019

 

 

June 26,

2020

 

 

June 28,

2019

 

 

March 26, 2021

 

 

March 27,2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based

 

$

1,718

 

 

$

1,665

 

 

$

3,524

 

 

$

3,224

 

 

$

2,209

 

 

$

1,806

 

Account and activity

 

 

160

 

 

 

165

 

 

 

331

 

 

 

337

 

 

 

170

 

 

 

171

 

Total fee revenue

 

 

1,878

 

 

 

1,830

 

 

 

3,855

 

 

 

3,561

 

 

 

2,379

 

 

 

1,977

 

Trade revenue

 

 

395

 

 

 

401

 

 

 

888

 

 

 

769

 

 

 

442

 

 

 

493

 

Interest and dividends

 

 

41

 

 

 

110

 

 

 

124

 

 

 

213

 

 

 

38

 

 

 

83

 

Other revenue, net

 

 

34

 

 

 

20

 

 

 

4

 

 

 

48

 

Other revenue (loss), net

 

 

18

 

 

 

(30

)

Total revenue

 

 

2,348

 

 

 

2,361

 

 

 

4,871

 

 

 

4,591

 

 

 

2,877

 

 

 

2,523

 

Interest expense

 

 

23

 

 

 

42

 

 

 

55

 

 

 

82

 

 

 

24

 

 

 

32

 

Net revenue

 

 

2,325

 

 

 

2,319

 

 

 

4,816

 

 

 

4,509

 

 

 

2,853

 

 

 

2,491

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

1,646

 

 

 

1,616

 

 

 

3,410

 

 

 

3,152

 

 

 

2,039

 

 

 

1,764

 

Occupancy and equipment

 

 

130

 

 

 

123

 

 

 

261

 

 

 

242

 

 

 

134

 

 

 

131

 

Communications and data processing

 

 

106

 

 

 

99

 

 

 

207

 

 

 

185

 

 

 

104

 

 

 

101

 

Fund sub-adviser fees

 

 

44

 

 

 

39

 

 

 

86

 

 

 

75

 

 

 

56

 

 

 

42

 

Professional and consulting fees

 

 

23

 

 

 

29

 

 

 

52

 

 

 

52

 

 

 

31

 

 

 

29

 

Advertising

 

 

12

 

 

 

18

 

 

 

36

 

 

 

42

 

Postage and shipping

 

 

14

 

 

 

14

 

 

 

26

 

 

 

29

 

Other operating expenses

 

 

62

 

 

 

96

 

 

 

147

 

 

 

206

 

 

 

109

 

 

 

121

 

Total operating expenses

 

 

2,037

 

 

 

2,034

 

 

 

4,225

 

 

 

3,983

 

 

 

2,473

 

 

 

2,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners

 

 

288

 

 

 

285

 

 

 

591

 

 

 

526

 

 

 

380

 

 

 

303

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Limited partners

 

 

42

 

 

 

43

 

 

 

92

 

 

 

80

 

 

 

49

 

 

 

50

 

Subordinated limited partners

 

 

34

 

 

 

34

 

 

 

69

 

 

 

63

 

 

 

46

 

 

 

35

 

General partners

 

 

212

 

 

 

208

 

 

 

430

 

 

 

383

 

 

 

285

 

 

 

218

 

Net Income

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income allocated to limited partners per weighted average

$1,000 equivalent limited partnership unit outstanding

 

$

33.10

 

 

$

34.55

 

 

$

68.00

 

 

$

63.75

 

 

$

40.08

 

 

$

34.90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average $1,000 equivalent limited partnership

units outstanding

 

 

1,244,724

 

 

 

1,258,842

 

 

 

1,246,549

 

 

 

1,260,627

 

 

 

1,236,881

 

 

 

1,248,279

 

 

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

4


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

 

THE JONES FINANCIAL COMPANIES, L.L.L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

SUBJECT TO MANDATORY REDEMPTION

FOR THE THREE AND SIX MONTHS ENDED JUNEMARCH 26, 2021 AND MARCH 27, 2020

(Unaudited)

 

 

(Dollars in millions)

 

Limited

Partnership

Capital

 

 

Subordinated

Limited

Partnership

Capital

 

 

General

Partnership

Capital

 

 

Total

 

 

Limited

Partnership

Capital

 

 

Subordinated

Limited

Partnership

Capital

 

 

General

Partnership

Capital

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, DECEMBER 31, 2019

 

$

1,359

 

 

$

566

 

 

$

1,439

 

 

$

3,364

 

 

$

1,359

 

 

$

566

 

 

$

1,439

 

 

$

3,364

 

Reserve for anticipated withdrawals

 

 

(110

)

 

 

(43

)

 

 

(254

)

 

 

(407

)

 

 

(110

)

 

 

(43

)

 

 

(254

)

 

 

(407

)

Partnership capital subject to mandatory redemption, net of

reserve for anticipated withdrawals, December 31, 2019

 

$

1,249

 

 

$

523

 

 

$

1,185

 

 

$

2,957

 

 

$

1,249

 

 

$

523

 

 

$

1,185

 

 

$

2,957

 

Partnership loans outstanding, December 31, 2019

 

 

 

 

 

4

 

 

 

356

 

 

 

360

 

 

 

 

 

 

4

 

 

 

356

 

 

 

360

 

Total partnership capital, including capital financed with partnership loans,

net of reserve for anticipated withdrawals, December 31, 2019

 

 

1,249

 

 

 

527

 

 

 

1,541

 

 

 

3,317

 

 

 

1,249

 

 

 

527

 

 

 

1,541

 

 

 

3,317

 

Issuance of partnership interests

 

 

1

 

 

 

49

 

 

 

163

 

 

 

213

 

 

 

1

 

 

 

49

 

 

 

163

 

 

 

213

 

Redemption of partnership interests

 

 

(3

)

 

 

(35

)

 

 

(43

)

 

 

(81

)

 

 

(3

)

 

 

(35

)

 

 

(43

)

 

 

(81

)

Income allocated to partners

 

 

50

 

 

 

35

 

 

 

218

 

 

 

303

 

 

 

50

 

 

 

35

 

 

 

218

 

 

 

303

 

Distributions

 

 

 

 

 

 

 

 

(5

)

 

 

(5

)

 

 

 

 

 

 

 

 

(5

)

 

 

(5

)

Total partnership capital, including capital financed with partnership loans,

March 27, 2020

 

 

1,297

 

 

 

576

 

 

 

1,874

 

 

 

3,747

 

Total partnership capital, including capital financed with partnership loans

 

 

1,297

 

 

 

576

 

 

 

1,874

 

 

 

3,747

 

Partnership loans outstanding, March 27, 2020

 

 

 

 

 

(1

)

 

 

(422

)

 

 

(423

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, MARCH 27, 2020

 

$

1,297

 

 

$

575

 

 

$

1,452

 

 

$

3,324

 

Reserve for anticipated withdrawals

 

 

(50

)

 

 

(35

)

 

 

(183

)

 

 

(268

)

Partnership capital subject to mandatory redemption, net of

reserve for anticipated withdrawals, March 27, 2020

 

$

1,247

 

 

$

540

 

 

$

1,269

 

 

$

3,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, DECEMBER 31, 2020

 

$

1,362

 

 

$

594

 

 

$

1,633

 

 

$

3,589

 

Reserve for anticipated withdrawals

 

 

(125

)

 

 

(56

)

 

 

(333

)

 

 

(514

)

Partnership capital subject to mandatory redemption, net of

reserve for anticipated withdrawals, December 31, 2020

 

$

1,237

 

 

$

538

 

 

$

1,300

 

 

$

3,075

 

Partnership loans outstanding, December 31, 2020

 

 

 

 

 

1

 

 

 

340

 

 

 

341

 

Total partnership capital, including capital financed with partnership loans,

net of reserve for anticipated withdrawals, December 31, 2020

 

 

1,237

 

 

 

539

 

 

 

1,640

 

 

 

3,416

 

Issuance of partnership interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

60

 

 

 

211

 

 

 

274

 

Redemption of partnership interests

 

 

(3

)

 

 

(1

)

 

 

(2

)

 

 

(6

)

 

 

(5

)

 

 

(16

)

 

 

(50

)

 

 

(71

)

Income allocated to partners

 

 

42

 

 

 

34

 

 

 

212

 

 

 

288

 

 

 

49

 

 

 

46

 

 

 

285

 

 

 

380

 

Distributions

 

 

(14

)

 

 

(58

)

 

 

(277

)

 

 

(349

)

 

 

 

 

 

 

 

 

(3

)

 

 

(3

)

Total partnership capital, including capital financed with partnership loans,

June 26, 2020

 

 

1,322

 

 

 

551

 

 

 

1,807

 

 

 

3,680

 

Partnership loans outstanding

 

 

 

 

 

(1

)

 

 

(387

)

 

 

(388

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, JUNE 26, 2020

 

$

1,322

 

 

$

550

 

 

$

1,420

 

 

$

3,292

 

Total partnership capital, including capital financed with partnership loans

 

 

1,284

 

 

 

629

 

 

 

2,083

 

 

 

3,996

 

Partnership loans outstanding, March 26, 2021

 

 

 

 

 

 

 

 

(438

)

 

 

(438

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

REDEMPTION, MARCH 26, 2021

 

$

1,284

 

 

$

629

 

 

$

1,645

 

 

$

3,558

 

Reserve for anticipated withdrawals

 

 

(78

)

 

 

(11

)

 

 

(89

)

 

 

(178

)

 

 

(49

)

 

 

(46

)

 

 

(242

)

 

 

(337

)

Partnership capital subject to mandatory redemption, net of reserve

for anticipated withdrawals, June 26, 2020

 

$

1,244

 

 

$

539

 

 

$

1,331

 

 

$

3,114

 

Partnership capital subject to mandatory redemption, net of

reserve for anticipated withdrawals, March 26, 2021

 

$

1,235

 

 

$

583

 

 

$

1,403

 

 

$

3,221

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

5


PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements, continued

 

THE JONES FINANCIAL COMPANIES, L.L.L.P.

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

SUBJECT TO MANDATORY REDEMPTION

FOR THE THREE AND SIX MONTHS ENDED JUNE 28, 2019

(Unaudited)

(Dollars in millions)

 

Limited

Partnership

Capital

 

 

Subordinated

Limited

Partnership

Capital

 

 

General

Partnership

Capital

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

   REDEMPTION, DECEMBER 31, 2018

 

$

956

 

 

$

545

 

 

$

1,354

 

 

$

2,855

 

Reserve for anticipated withdrawals

 

 

(72

)

 

 

(41

)

 

 

(235

)

 

 

(348

)

Partnership capital subject to mandatory redemption, net of reserve for

   anticipated withdrawals

 

$

884

 

 

$

504

 

 

$

1,119

 

 

$

2,507

 

Partnership loans outstanding

 

 

 

 

 

4

 

 

 

328

 

 

 

332

 

Total partnership capital, including capital financed with partnership loans,

   net of reserve for anticipated withdrawals, December 31, 2018

 

 

884

 

 

 

508

 

 

 

1,447

 

 

 

2,839

 

Issuance of partnership interests

 

 

380

 

 

 

51

 

 

 

162

 

 

 

593

 

Redemption of partnership interests

 

 

(3

)

 

 

(31

)

 

 

(37

)

 

 

(71

)

Income allocated to partners

 

 

37

 

 

 

29

 

 

 

175

 

 

 

241

 

Distributions

 

 

 

 

 

 

 

 

(6

)

 

 

(6

)

Total partnership capital, including capital financed with partnership loans,

   March 29, 2019

 

 

1,298

 

 

 

557

 

 

 

1,741

 

 

 

3,596

 

Issuance of partnership interests

 

 

 

 

 

 

 

 

1

 

 

 

1

 

Redemption of partnership interests

 

 

(3

)

 

 

(1

)

 

 

 

 

 

(4

)

Income allocated to partners

 

 

43

 

 

 

34

 

 

 

208

 

 

 

285

 

Distributions

 

 

(5

)

 

 

(52

)

 

 

(241

)

 

 

(298

)

Total partnership capital, including capital financed with partnership loans,

   June 28, 2019

 

 

1,333

 

 

 

538

 

 

 

1,709

 

 

 

3,580

 

Partnership loans outstanding

 

 

 

 

 

(4

)

 

 

(395

)

 

 

(399

)

TOTAL PARTNERSHIP CAPITAL SUBJECT TO MANDATORY

   REDEMPTION, JUNE 28, 2019

 

$

1,333

 

 

$

534

 

 

$

1,314

 

 

$

3,181

 

Reserve for anticipated withdrawals

 

 

(75

)

 

 

(11

)

 

 

(83

)

 

 

(169

)

Partnership capital subject to mandatory redemption, net of reserve

   for anticipated withdrawals, June 28, 2019

 

$

1,258

 

 

$

523

 

 

$

1,231

 

 

$

3,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

6


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

THE JONES FINANCIAL COMPANIES, L.L.L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) 

 

 

Six Months Ended

 

 

Three Months Ended

 

(Dollars in millions)

 

June 26,

2020

 

 

June 28,

2019

 

 

March 26, 2021

 

 

March 27, 2020

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 

 

$

 

 

$

 

 

$

 

Adjustments to reconcile net income to net cash provided by

operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before allocations to partners

 

 

591

 

 

 

526

 

 

 

380

 

 

 

303

 

Depreciation and amortization

 

 

62

 

 

 

54

 

 

 

30

 

 

 

30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments segregated under federal regulations

 

 

(4,702

)

 

 

(595

)

 

 

(857

)

 

 

(3,105

)

Securities purchased under agreements to resell

 

 

250

 

 

 

(480

)

 

 

(45

)

 

 

(52

)

Net payable to clients

 

 

3,138

 

 

 

(308

)

 

 

101

 

 

 

2,885

 

Net receivable from brokers, dealers and clearing organizations

 

 

(2

)

 

 

(32

)

 

 

(32

)

 

 

(307

)

Receivable from mutual funds, insurance companies and other

 

 

(30

)

 

 

(62

)

 

 

(59

)

 

 

(56

)

Securities owned

 

 

(72

)

 

 

(59

)

 

 

859

 

 

 

(52

)

Lease right-of-use assets

 

 

(14

)

 

 

(23

)

 

 

(1

)

 

 

(12

)

Other assets

 

 

69

 

 

 

16

 

 

 

(18

)

 

 

12

 

Lease liabilities

 

 

9

 

 

 

36

 

 

 

1

 

 

 

5

 

Accrued compensation and employee benefits

 

 

(345

)

 

 

(174

)

 

 

(227

)

 

 

(346

)

Accounts payable, accrued expenses and other

 

 

(74

)

 

 

(61

)

 

 

(111

)

 

 

(85

)

Net cash used in operating activities

 

 

(1,120

)

 

 

(1,162

)

Net cash provided by (used in) operating activities

 

 

21

 

 

 

(780

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of equipment, property and improvements

 

 

(80

)

 

 

(82

)

 

 

(30

)

 

 

(42

)

Cash used in investing activities

 

 

(80

)

 

 

(82

)

 

 

(30

)

 

 

(42

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of partnership interests

 

 

50

 

 

 

430

 

 

 

63

 

 

 

50

 

Redemption of partnership interests

 

 

(87

)

 

 

(75

)

 

 

(71

)

 

 

(81

)

Distributions from partnership capital

 

 

(626

)

 

 

(555

)

 

 

(403

)

 

 

(312

)

Net cash used in financing activities

 

 

(663

)

 

 

(200

)

 

 

(411

)

 

 

(343

)

Net decrease in cash, cash equivalents and restricted cash

 

 

(1,863

)

 

 

(1,444

)

 

 

(420

)

 

 

(1,165

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

8,007

 

 

 

8,737

 

 

 

6,875

 

 

 

8,007

 

End of period

 

$

6,144

 

 

$

7,293

 

 

$

6,455

 

 

$

6,842

 

 

See Note 1210 for additional cash flow information.

 

 


 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

76


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

 

THE JONES FINANCIAL COMPANIES, L.L.L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in millions)

 

 

NOTE 1 – INTRODUCTION AND BASIS OF PRESENTATION

 

The accompanying Consolidated Financial Statements include the accounts of The Jones Financial Companies, L.L.L.P. and all wholly-owned subsidiaries (collectively, the “Partnership” or "JFC").  The financial position of the Partnership’s subsidiaries in Canada as of May 31, 2020February 28, 2021 and November 30, 20192020 are included in the Partnership’s Consolidated Statements of Financial Condition and the results for the three and six month periods ended May 31,February 28, 2021 and February 29, 2020 and 2019 are included in the Partnership’s Consolidated Statements of Income, Consolidated Statements of Changes in Partnership Capital Subject to Mandatory Redemption, and Consolidated Statements of Cash Flows because of the timing of the Partnership’s financial reporting process.

The Partnership’s principal operating subsidiary, Edward D. Jones & Co., L.P. (“Edward Jones”), is a registered broker-dealer and investment adviser in the United States (“U.S.”), and one of Edward Jones’ subsidiaries is a registered broker-dealer in Canada.  Through these entities, the Partnership primarily serves individual investors in the U.S. and Canada. Edward Jones is a retail brokerage business and primarily derives revenues from fees for providing investment advisory and other account services to its clients, fees for assets held by clients, the distribution of mutual fund shares, and commissions for the purchase or sale of securities and the purchase of insurance products.  The Partnership conducts business throughout the U.S. and Canada with its clients, various brokers, dealers, clearing organizations, depositories and banks. For financial information related to the Partnership’s two operating segments for the periods ended March 26, 2021 and March 27, 2020, see Note 8 to the Consolidated Financial Statements.  Trust services are offered to Edward Jones’ U.S. clients through Edward Jones Trust Company (“Trust Co.”), a wholly-owned subsidiary of the Partnership.  Olive Street Investment Advisers, LLC, a wholly-owned subsidiary of the Partnership, provides investment advisory services to the eight sub-advised mutual funds comprising the Bridge Builder® Trust ("BB Trust").  Passport Research, Ltd., a wholly-owned subsidiary of the Partnership, provides investment advisory services to the sub-advised Edward Jones Money Market Fund (the "Money Market Fund").    

The Consolidated Financial Statements have been prepared on the accrual basis of accounting in conformity with U.S. generally accepted accounting principles (“GAAP”), which require the use of certain estimates by management in determining the Partnership’s assets, liabilities, revenues and expenses.  Actual results could differ from these estimates.  The currentGiven the ongoing uncertainty of the coronavirus (COVID-19) pandemic and the ongoing response of the U.S. governmentrelated events ("COVID-19") and various state, local and foreign governments have adversely affected global business activities and have resulted in significant uncertainty in the global economy and volatility in financial markets. Given the significant global health, market, employment and economic impacts of COVID-19 and the uncertainty of its duration, the Partnership may experience negative impacts to its business operations and financial results in fiscal 2020. However, the Partnership cannot reliably predict theirthe ultimate impact on future periods. The recent financial impacts of COVID-19 were included in the Partnership's estimates for assets, liabilities, revenues and expenses as of June 26, 2020.on financial markets or its financial results. The Partnership has evaluated subsequent events for recognition andor disclosure through the date these Consolidated Financial Statements were issued and identified no matters requiring disclosure.

The interim financial information included herein is unaudited.  However, in the opinion of management, such information includes all adjustments, consisting primarily of normal recurring accruals, which are necessary for a fair statement of the results of interim operations.

There have been no material changes to the Partnership’s significant accounting policies or disclosures of recently issued accounting standards as described in Part II, Item 8 – Financial Statements and Supplementary Data – Note 1 of the Partnership's Annual Report on Form 10-K for the year ended December 31, 20192020 (the "Annual Report"), except as disclosed in Note 2 herein..  The results of operations for the three and six month periodsthree-month period ended JuneMarch 26, 20202021 are not necessarily indicative of the results to be expected for the year ending December 31, 2020.2021. These unaudited Consolidated Financial Statements should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and notes thereto included in the Annual Report.

 


 

 

87


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

 

NOTE 2 – RECENTLY ADOPTED ACCOUNTING STANDARDS

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).  ASU 2016-13 replaces the “incurred loss” credit losses framework with a new accounting standard that requires management's measurement of the allowance for credit losses to be based on a broader range of reasonable and supportable information for lifetime credit loss estimates.  Effective January 1, 2020, the Partnership adopted the standard with an immaterial expected credit loss and no adjustment to the opening balance of Partnership capital. See Note 3 for additional information.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). ASU 2018-15 aligns the capitalization requirements for implementation costs for cloud computing arrangement service contracts (including those without a software license) with the current guidance for internal-use software licenses. Companies could elect to adopt the standard either prospectively or retrospectively. The Partnership adopted the standard on January 1, 2020 on a prospective basis without a material impact to the Consolidated Financial Statements.

NOTE 3 – CURRENT EXPECTED CREDIT LOSSES

The Partnership individually assessed the current expected credit loss for assets in scope of ASU 2016-13 below.

Receivables from Clients

Receivables from clients is primarily composed of margin loan balances. The value of securities owned by clients and held as collateral for these receivables is not reflected in the Consolidated Financial Statements.  Collateral held as of June 26, 2020 and January 1, 2020 was $3,808 and $3,915, respectively, and was not repledged or sold.  The Partnership considers these financing receivables to be of good credit quality due to the fact that these receivables are primarily collateralized by the related client investments.

To estimate expected credit losses on margin loans, the Partnership applied the collateral maintenance practical expedient by comparing the amortized cost basis of the margin loans with the fair value of collateral at the reporting date. Margin loans are limited to a fraction of the total value of the securities held in the client's account against those loans.  In accordance with Financial Industry Regulatory Authority (“FINRA”) rules, the Partnership requires, in the event of a decline in the market value of the securities in a margin account, the client to deposit additional securities or cash so that, at all times, the loan to the client is no greater than 75% of the value of the securities in the account (or to sell a sufficient amount of securities in order to maintain this percentage).  The Partnership, however, generally imposes a more stringent maintenance requirement, which requires that the loan to the client be no greater than 65% of the value of the securities in the account. As such, the Partnership reasonably expects that the borrower will be able to continually replenish collateral securing the financial asset and does not expect the fair value of collateral to fall below the value of margin loans and, as a result, the Partnership considers credit risk related to these receivables to be minimal. The fair value of collateral was higher than the amortized cost basis for virtually all margin loans as of June 26, 2020 and January 1, 2020, and the expected credit loss for those loans was zero for each period. In limited circumstances, a margin loan may become undercollateralized. When this occurs, the Partnership records a reserve for the undercollateralized portion of the loan, which was an immaterial amount as of June 26, 2020 and January 1, 2020.

Securities Purchased under Agreements to Resell

The Partnership participates in short-term resale agreements collateralized by government and agency securities.  These transactions are reported as collateralized financing and are carried at cost with accrued interest in receivable from mutual funds, insurance companies and other within the Consolidated Statements of Financial Condition.  The fair value of the underlying collateral, plus accrued interest, must equal or exceed 102% of the carrying amount of the transaction in U.S. agreements and must equal or exceed 100% of the carrying amount of the transaction in Canada agreements.  It is the Partnership’s policy to have such underlying resale agreement collateral delivered to the Partnership or deposited in its accounts at its custodian banks.  

9


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

To estimate expected credit losses on the resale agreements, the Partnership applied the collateral maintenance practical expedient by comparing the amortized cost basis of the resale agreements with the fair value of collateral at the reporting date. The counterparties are all financial institutions that the Partnership considers to be reputable and reliable, and the Partnership reasonably expects the counterparties will be able to continually replenish collateral securing the financial asset and does not expect the fair value of collateral to fall below the value of the resale agreements. The fair value of collateral, plus accrued interest, was 102% of the related assets in U.S. agreements and 100% in Canada agreements as of June 26, 2020 and January 1, 2020, and the expected credit loss was zero for each period.

Partnership Loans

The Partnership makes loans available to those general partners and, in limited circumstances, subordinated limited partners who require financing for some or all of their Partnership capital contributions as discussed in more detail in Note 7.  General partners and subordinated limited partners must repay any amount of principal and interest outstanding on their Partnership loans prior to receiving a return of their Partnership capital. The loan value never exceeds the value of capital allocated to the partner, and there has been no historical loss on Partnership loans.  As such, the risk of loss is remote, and the expected credit loss was zero as of June 26, 2020 and January 1, 2020.

Receivables from Revenue Contracts with Customers

The majority of the Partnership's receivables are collateralized financial assets, including advisory program fees, retirement fees, mutual fund and insurance service fees, and fund advisor fees, because the fees are paid out of client accounts or third-party products consisting of cash and securities. Due to the size of the fees in relation to the value of the cash and securities in accounts or funds, the collateral value always exceeds the amortized cost basis of the receivables, resulting in a remote risk of loss. In addition, the receivables have a short duration, generally due within 30 to 90 days, and there is no historical evidence of market declines that would cause the fair value of the underlying collateral to decline below the amortized cost of the receivables. The Partnership considered current conditions, and there is not a foreseeable expectation of an event or change which would result in the receivables being undercollateralized or unpaid. The expected credit loss for receivables from revenue contracts with customers was zero as of June 26, 2020 and January 1, 2020.

NOTE 42 – LEASES

For the three and six monththree-month periods ended JuneMarch 26, 20202021 and June 28, 2019,March 27, 2020, cash paid for amounts included in the measurement of operating lease liabilities was $76$78 and $151 and $70 and $137,$75, respectively, and lease right-of-use assets obtained in exchange for new operating lease liabilities were $75 and $161 and $110 and $177,$86, respectively.  The weighted-average remaining lease term was four years as of both JuneMarch 26, 20202021 and December 31, 2019,2020, and the weighted-average discount rate was 2.9%2.4% and 3.2%2.6%, respectively.

For the three and six monththree-month periods ended JuneMarch 26, 20202021 and June 28, 2019,March 27, 2020, operating lease costs were $75$78 and $149 and $70 and $136,$74, respectively, and variable lease costs not included in the lease liability were $15$14 and $30 and $13 and $27,$15, respectively. Total lease costscost for the three and six monththree-month periods ended JuneMarch 26, 2021 and March 27, 2020 was $92 and June 28, 2019 were $90 and $179 and $83 and $163,$89, respectively. The Partnership's future undiscounted cash outflows for operating leases are summarized below as of:

10


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements, continued

June 26,

 

December 31,

 

March 26,

 

December 31,

 

2020

 

 

2019

 

2021

 

 

2020

 

2020

$

152

 

 

 

$

283

 

2021

 

269

 

 

 

239

 

$

234

 

 

 

$

300

 

2022

 

214

 

 

 

183

 

 

261

 

 

 

247

 

2023

 

158

 

 

 

128

 

 

204

 

 

 

190

 

2024

 

95

 

 

 

65

 

 

139

 

 

 

125

 

2025

 

78

 

 

 

65

 

Thereafter

 

86

 

 

 

 

63

 

 

69

 

 

 

 

60

 

Total lease payments

 

974

 

 

 

 

961

 

 

985

 

 

 

 

987

 

Less: Interest

 

67

 

 

 

 

63

 

 

46

 

 

 

 

49

 

Total present value of lease liabilities

$

907

 

 

 

$

898

 

$

939

 

 

 

$

938

 

 

While the rights and obligations for leases that have not yet commenced are not significant, the Partnership typicallyregularly enters into branch office leases for new locations regularly. Given the current state of the global economy in response to the COVID-19 pandemic, the Partnership has temporarily paused entering into new branch lease arrangements.office leases.

NOTE 53 RECEIVABLES AND REVENUE

As of JuneMarch 26, 2021 and December 31, 2020, collateral held for receivables from clients was $4,058 and $4,035, respectively, and collateral held for securities purchased under agreements to resell was $1,789 and $1,743, respectively. As the fair value of the collateral either exceeded or was at least 100% of the amortized cost, the expected credit loss was zero for each period. Additionally, partnership loan values remained below the value of capital allocated to partners, resulting in an expected credit loss of zero as of March 26, 2021 and December 31, 2020.

As of March 26, 2021, December 31, 2020 and December 31, 2019, $479$615, $563 and $470, respectively, of the receivable from clients balance and $267$302, $285 and $291, respectively, of the receivable from mutual funds, insurance companies and other balance related to revenue contracts with customers.  The related fees are paid out of client accounts or third-party products consisting of cash and securities, and the collateral value of those accounts continues to exceed the amortized cost basis of these receivables, resulting in a remote risk of loss. The expected credit loss for receivables from contracts with customers was zero as of March 26, 2020 and December 31, 2020.

The Partnership derived 13% and 14% of its total revenue for the three and six monththree-month periods ended JuneMarch 26, 2021 and March 27, 2020, respectively, and 14% of its total revenue for both of the three and six month periods ended June 28, 2019 from one mutual fund company.  The revenue generated from this company relates to business conducted with the Partnership's U.S. segment.

 

The following table shows the Partnership's disaggregated revenue information. See Note 108 for segment information.


 

11

8


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

 

 

 

Three Months Ended June 26, 2020

 

 

Three Months Ended June 28, 2019

 

 

Three Months Ended March 26, 2021

 

 

Three Months Ended March 27, 2020

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

1,238

 

 

$

20

 

 

$

1,258

 

 

$

1,161

 

 

$

17

 

 

$

1,178

 

 

$

1,640

 

 

$

27

 

 

$

1,667

 

 

$

1,281

 

 

$

19

 

 

$

1,300

 

Service fees

 

 

304

 

 

 

19

 

 

 

323

 

 

 

308

 

 

 

22

 

 

 

330

 

 

 

366

 

 

 

25

 

 

 

391

 

 

 

316

 

 

 

24

 

 

 

340

 

Other asset-based fees

 

 

137

 

 

 

 

 

 

137

 

 

 

157

 

 

 

 

 

 

157

 

 

 

151

 

 

 

 

 

 

151

 

 

 

166

 

 

 

 

 

 

166

 

Total asset-based fee revenue

 

 

1,679

 

 

 

39

 

 

 

1,718

 

 

 

1,626

 

 

 

39

 

 

 

1,665

 

 

 

2,157

 

 

 

52

 

 

 

2,209

 

 

 

1,763

 

 

 

43

 

 

 

1,806

 

Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services

fees

 

 

104

 

 

 

 

 

 

104

 

 

 

107

 

 

 

 

 

 

107

 

 

 

107

 

 

 

 

 

 

107

 

 

 

109

 

 

 

 

 

 

109

 

Other account and activity fee

revenue

 

 

53

 

 

 

3

 

 

 

56

 

 

 

55

 

 

 

3

 

 

 

58

 

 

 

59

 

 

 

4

 

 

 

63

 

 

 

59

 

 

 

3

 

 

 

62

 

Total account and activity fee

revenue

 

 

157

 

 

 

3

 

 

 

160

 

 

 

162

 

 

 

3

 

 

 

165

 

 

 

166

 

 

 

4

 

 

 

170

 

 

 

168

 

 

 

3

 

 

 

171

 

Total fee revenue

 

 

1,836

 

 

 

42

 

 

 

1,878

 

 

 

1,788

 

 

 

42

 

 

 

1,830

 

 

 

2,323

 

 

 

56

 

 

 

2,379

 

 

 

1,931

 

 

 

46

 

 

 

1,977

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions

 

 

364

 

 

 

14

 

 

 

378

 

 

 

360

 

 

 

13

 

 

 

373

 

 

 

419

 

 

 

14

 

 

 

433

 

 

 

464

 

 

 

13

 

 

 

477

 

Principal transactions

 

 

16

 

 

 

1

 

 

 

17

 

 

 

27

 

 

 

1

 

 

 

28

 

 

 

9

 

 

 

 

 

 

9

 

 

 

15

 

 

 

1

 

 

 

16

 

Total trade revenue

 

 

380

 

 

 

15

 

 

 

395

 

 

 

387

 

 

 

14

 

 

 

401

 

 

 

428

 

 

 

14

 

 

 

442

 

 

 

479

 

 

 

14

 

 

 

493

 

Total revenue from customers

 

 

2,216

 

 

 

57

 

 

 

2,273

 

 

 

2,175

 

 

 

56

 

 

 

2,231

 

 

 

2,751

 

 

 

70

 

 

 

2,821

 

 

 

2,410

 

 

 

60

 

 

 

2,470

 

Net interest and dividends and other

revenue

 

 

45

 

 

 

7

 

 

 

52

 

 

 

81

 

 

 

7

 

 

 

88

 

 

 

28

 

 

 

4

 

 

 

32

 

 

 

13

 

 

 

8

 

 

 

21

 

Net revenue

 

$

2,261

 

 

$

64

 

 

$

2,325

 

 

$

2,256

 

 

$

63

 

 

$

2,319

 

 

$

2,779

 

 

$

74

 

 

$

2,853

 

 

$

2,423

 

 

$

68

 

 

$

2,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 26, 2020

 

 

Six Months Ended June 28, 2019

 

 

U.S.

 

 

Canada

 

 

Total

 

 

U.S.

 

 

Canada

 

 

Total

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

2,519

 

 

$

39

 

 

$

2,558

 

 

$

2,242

 

 

$

32

 

 

$

2,274

 

Service fees

 

 

620

 

 

 

43

 

 

 

663

 

 

 

600

 

 

 

43

 

 

 

643

 

Other asset-based fees

 

 

303

 

 

 

 

 

 

303

 

 

 

307

 

 

 

 

 

 

307

 

Total asset-based fee revenue

 

 

3,442

 

 

 

82

 

 

 

3,524

 

 

 

3,149

 

 

 

75

 

 

 

3,224

 

Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services

fees

 

 

213

 

 

 

 

 

 

213

 

 

 

214

 

 

 

 

 

 

214

 

Other account and activity fee

revenue

 

 

112

 

 

 

6

 

 

 

118

 

 

 

117

 

 

 

6

 

 

 

123

 

Total account and activity fee

revenue

 

 

325

 

 

 

6

 

 

 

331

 

 

 

331

 

 

 

6

 

 

 

337

 

Total fee revenue

 

 

3,767

 

 

 

88

 

 

 

3,855

 

 

 

3,480

 

 

 

81

 

 

 

3,561

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions

 

 

828

 

 

 

27

 

 

 

855

 

 

 

682

 

 

 

24

 

 

 

706

 

Principal transactions

 

 

31

 

 

 

2

 

 

 

33

 

 

 

61

 

 

 

2

 

 

 

63

 

Total trade revenue

 

 

859

 

 

 

29

 

 

 

888

 

 

 

743

 

 

 

26

 

 

 

769

 

Total revenue from customers

 

 

4,626

 

 

 

117

 

 

 

4,743

 

 

 

4,223

 

 

 

107

 

 

 

4,330

 

Net interest and dividends and other

revenue

 

 

58

 

 

 

15

 

 

 

73

 

 

 

168

 

 

 

11

 

 

 

179

 

Net revenue

 

$

4,684

 

 

$

132

 

 

$

4,816

 

 

$

4,391

 

 

$

118

 

 

$

4,509

 


 

 

12


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

NOTE 64 – FAIR VALUE

The Partnership's valuation methodologies for financial assets and financial liabilities measured at fair value and the fair value hierarchy are described in Part II, Item 8 – Financial Statements and Supplementary Data – Note 1 of the Partnership's Annual Report.  There have been no material changes to the Partnership's valuation methodologies since December 31, 2019.2020.

The Partnership did not have any assets or liabilities categorized as Level III during the sixthree and twelve month periods ended JuneMarch 26, 20202021 and December 31, 2019,2020, respectively.

9


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

The following tables show the Partnership’s financial assets measured at fair value:

 

 

Financial Assets at Fair Value as of

 

 

Financial Assets at Fair Value as of

 

 

June 26, 2020

 

 

March 26, 2021

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

 

 

$

201

 

 

$

 

 

$

201

 

 

$

 

 

$

120

 

 

$

 

 

$

120

 

U.S treasuries

 

 

200

 

 

 

 

 

 

 

 

 

200

 

Money market funds

 

12

 

 

 

 

 

 

 

 

12

 

Total cash equivalents

 

$

200

 

 

$

201

 

 

$

 

 

$

401

 

 

$

12

 

 

$

120

 

 

$

 

 

$

132

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments segregated under federal regulations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

7,996

 

 

$

 

 

$

 

 

$

7,996

 

 

$

12,904

 

 

$

 

 

$

 

 

$

12,904

 

Certificates of deposit

 

 

 

 

 

100

 

 

 

 

 

 

100

 

 

 

 

 

 

100

 

 

 

 

 

 

100

 

Total investments segregated under federal regulations

 

$

7,996

 

 

$

100

 

 

$

 

 

$

8,096

 

 

$

12,904

 

 

$

100

 

 

$

 

 

$

13,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities owned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds(1)

 

$

300

 

 

$

 

 

$

 

 

$

300

 

Mutual funds(1)

 

$

329

 

 

$

 

 

$

 

 

$

329

 

Government and agency obligations

 

 

90

 

 

 

 

 

 

 

 

 

90

 

 

 

115

 

 

 

 

 

 

 

 

 

115

 

Equities

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Certificates of deposit

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Total investment securities

 

$

393

 

 

$

2

 

 

$

 

 

$

395

 

 

$

447

 

 

$

1

 

 

$

 

 

$

448

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

 

 

$

9

 

 

$

 

 

$

9

 

Equities

 

$

26

 

 

$

 

 

$

 

 

$

26

 

 

 

8

 

 

 

 

 

 

 

 

 

8

 

State and municipal obligations

 

 

 

 

 

18

 

 

 

 

 

 

18

 

Corporate bonds and notes

 

 

 

 

 

4

 

 

 

 

 

 

4

 

Mutual funds

 

 

9

 

 

 

 

 

 

 

 

 

9

 

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Corporate bonds and notes

 

 

 

 

 

5

 

 

 

 

 

 

5

 

Certificates of deposit

 

 

 

 

 

1

 

 

 

 

 

 

1

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

Total inventory securities

 

$

35

 

 

$

24

 

 

$

 

 

$

59

 

 

$

11

 

 

$

16

 

 

$

 

 

$

27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1310


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

 

 

 

Financial Assets at Fair Value as of

 

 

Financial Assets at Fair Value as of

 

 

December 31, 2019

 

 

December 31, 2020

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

 

Level I

 

 

Level II

 

 

Level III

 

 

Total

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

 

 

$

326

 

 

$

 

 

$

326

 

 

$

 

 

$

120

 

 

$

 

 

$

120

 

Money market funds

 

41

 

 

 

 

 

 

 

 

41

 

Total cash equivalents

 

$

41

 

 

$

120

 

 

$

 

 

$

161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments segregated under federal regulations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

3,394

 

 

$

 

 

$

 

 

$

3,394

 

 

$

12,051

 

 

$

 

 

$

 

 

$

12,051

 

Certificates of deposit

 

 

 

 

 

100

 

 

 

 

 

 

100

 

Total investments segregated under federal regulations

 

$

12,051

 

 

$

100

 

 

$

 

 

$

12,151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities owned:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds(1)

 

$

328

 

 

$

 

 

$

 

 

$

328

 

Government and agency obligations

 

 

3

 

 

 

 

 

 

 

 

 

3

 

 

$

971

 

 

$

 

 

$

 

 

$

971

 

Mutual funds(1)

 

 

327

 

 

 

 

 

 

 

 

 

327

 

Equities

 

 

1

 

 

 

 

 

 

 

 

 

1

 

 

 

3

 

 

 

 

 

 

 

 

 

3

 

Certificates of deposit

 

 

 

 

 

1

 

 

 

 

 

 

1

 

Total investment securities

 

$

332

 

 

$

 

 

$

 

 

$

332

 

 

$

1,301

 

 

$

1

 

 

$

 

 

$

1,302

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equities

 

$

18

 

 

$

 

 

$

 

 

$

18

 

 

$

19

 

 

$

 

 

$

 

 

$

19

 

State and municipal obligations

 

 

 

 

 

18

 

 

 

 

 

 

18

 

 

 

 

 

 

10

 

 

 

 

 

 

10

 

Certificates of deposit

 

 

 

 

 

9

 

 

 

 

 

 

9

 

Corporate bonds and notes

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 

 

 

 

 

2

 

 

 

 

 

 

2

 

Mutual funds

 

 

2

 

 

 

 

 

 

 

 

 

2

 

 

 

1

 

 

 

 

 

 

 

 

 

1

 

Total inventory securities

 

$

20

 

 

$

30

 

 

$

 

 

$

50

 

 

$

20

 

 

$

12

 

 

$

 

 

$

32

 

 

(1)

The mutual funds balance consists primarily of securities held to economically hedge future liabilities related to the non-qualified deferred compensation plan. The balance also includes securities held in relation to profit sharing contributions on behalf of service partners and a security held for regulatory purposes at the Trust Co.

 

NOTE 75 – PARTNERSHIP CAPITAL SUBJECT TO MANDATORY REDEMPTION

The Partnership makes loans available to those general partners and, in limited circumstances, subordinated limited partners (in each case, other than members of the Executive Committee, as defined in the Partnership’s Twentieth Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated August 6, 2018 (the “Partnership Agreement”)), who require financing for some or all of their Partnership capital contributions.  In limited circumstances a general partner may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding Partnership loan.  It is anticipated that, of the future general and subordinated limited partnership capital contributions (in each case, other than for Executive Committee members) requiring financing, the majority will be financed through Partnership loans.  Loans made by the Partnership to such partners are generally for a period of one year but are expected to be renewed and bear interest at the interest rate defined ingreater of the loan documents.Prime Rate for the last business day of the prior fiscal month or 3.25%.  The Partnership recognizes interest income for the interest earned related to these loans.  The outstanding amount of Partnership loans is reflected as a reduction to total Partnership capital.  As of JuneMarch 26, 20202021 and December 31, 2019,2020, the outstanding amount of Partnership loans was $388$438 and $360,$341, respectively.  Interest income earned from these loans, which is included in interest and dividends in the Consolidated Statements of Income, was $3 and $8$5 for the three and six monththree-month periods ended JuneMarch 26, 2021 and March 27, 2020, respectively, and $5 and $11 for the three and six month periods endedrespectively.  June 28, 2019, respectively.

 

 

1411


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

 

The following table shows the roll forward of outstanding Partnership loans for:

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 26,

 

 

June 28,

 

 

March 26,

 

 

March 27,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

Partnership loans outstanding at beginning of period

 

$

360

 

 

$

332

 

 

$

341

 

 

$

360

 

Partnership loans issued during the period

 

 

163

 

 

 

164

 

 

 

211

 

 

 

163

 

Repayment of Partnership loans during the period

 

 

(135

)

 

 

(97

)

 

 

(114

)

 

 

(100

)

Total Partnership loans outstanding

 

$

388

 

 

$

399

 

 

$

438

 

 

$

423

 

 

The minimum 7.5% annual return on the face amount of limited partnership capital was $24 and $47$23 for both the three and six monththree-month periods ended JuneMarch 26, 20202021, respectively, and $23 and $47 for the three and six month periods and June 28, 2019, respectively.March 27, 2020. These amounts are included as a component of interest expense in the Consolidated Statements of Income.

 

The Partnership filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission ("SEC") on January 12, 2018, to register $450 of Interests issuable pursuant to the Partnership's 2018 Employee Limited Partnership Interest Purchase Plan (the "2018 Plan").  TheIn addition to issuances of Interests in prior periods, the Partnership issued approximately $380$1 and $1$3 of Interests under the 2018 Plan on January 2, 2019in early 2020, and January 2, 2020,2021, respectively. The remaining $69$66 of Interests may be issued under the Plan at the discretion of the Managing Partner in the future.

NOTE 86 – NET CAPITAL REQUIREMENTS

As a result of its activities as a U.S. broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and capital compliance rules of the FINRAFinancial Industry Regulatory Authority ("FINRA") Rule 4110.  Under the alternative method permitted by the rules, Edward Jones must maintain minimum net capital equal to the greater of $0.25 or 2% of aggregate debit items arising from client transactions.  The net capital rules also provide that Edward Jones’ partnership capital may not be withdrawn if resulting net capital would be less than minimum requirements.  Additionally, certain withdrawals require the approval of the SEC and FINRA to the extent they exceed defined levels, even though such withdrawals would not cause net capital to be less than minimum requirements.

The Partnership’s Canada broker-dealer subsidiary is a registered broker-dealer regulated by the Investment Industry Regulatory Organization of Canada (“IIROC”).  Under the regulations prescribed by IIROC, the Partnership’s Canada broker-dealer subsidiary is required to maintain minimum levels of risk-adjusted capital, which are dependent on the nature of the Partnership’s Canada broker-dealer subsidiary’s assets and operations.

The following table shows the Partnership’s capital figures for its U.S. and Canada broker-dealer subsidiaries as of:

 

 

June 26,

 

 

December 31,

 

 

March 26,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

U.S.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net capital

 

$

1,320

 

 

$

1,244

 

 

$

1,289

 

 

$

1,306

 

Net capital in excess of the minimum required

 

$

1,265

 

 

$

1,188

 

 

$

1,231

 

 

$

1,248

 

Net capital as a percentage of aggregate debit

items

 

 

48.2

%

 

 

44.2

%

 

 

44.2

%

 

 

45.0

%

Net capital after anticipated capital withdrawals,

as a percentage of aggregate debit items

 

 

25.5

%

 

 

26.4

%

 

 

26.0

%

 

 

23.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory risk-adjusted capital

 

$

39

 

 

$

40

 

 

$

55

 

 

$

56

 

Regulatory risk-adjusted capital in excess of the

minimum required to be held by IIROC

 

$

38

 

 

$

38

 

 

$

54

 

 

$

47

 

12


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

 

U.S. net capital, Canada regulatory risk-adjusted capital and the related capital percentages may fluctuate on a daily basis. In addition, Trust Co. was in compliance with its regulatory capital requirements.

15


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

NOTE 97 – CONTINGENCIES

In the normal course of its business, the Partnership is involved, from time to time, in various legal and regulatory matters, including arbitrations, class actions, other litigation, and examinations, investigations and proceedings by governmental authorities, self-regulatory organizations and other regulators, which may result in losses.  These matters include:

Retirement Plan Litigation. On August 19, 2016, JFC, Edward Jones and certain other defendants were named in a putative class action lawsuit (McDonald v. Edward D. Jones & Co., L.P., et al.) filed in the U.S. District Court for the Eastern District of Missouri brought under the Employee Retirement Income Security Act of 1974, as amended, by a participant in the Edward D. Jones & Co. Profit Sharing and 401(k) Plan (the "Retirement Plan").  The lawsuit alleges that the defendants breached their fiduciary duties to Retirement Plan participants and seeks declaratory and equitable relief and monetary damages on behalf of the Retirement Plan.  The defendants filed a motion to dismiss the McDonald lawsuit which was granted in part dismissing the claim against JFC and denied in part as to all other defendants on January 26, 2017.

On November 11, 2016, a substantially similar lawsuit (Schultz, et al. v. Edward D. Jones & Co., L.P., et al.) was filed in the same court.  The plaintiffs consolidated the two lawsuits by adding the Schultz plaintiffs to the McDonald case, and the Schultz action was dismissed.  The plaintiffs filed their first amended consolidated complaint on April 28, 2017. On December 13, 2018, the court entered a preliminary order approving a class action settlement agreement reached among the parties. Following a fairness hearing held on April 18, 2019, the court entered judgment on April 22, 2019 in which it granted final approval of the settlement, effected a full release of claims by the settlement class in favor of the defendants, and dismissed the consolidated lawsuit with prejudice.  On June 14, 2019, the lone objector filed an appeal to the judgment approving the settlement. On January 31, 2020, the U.S. Court of Appeals for the Eighth Circuit denied the objector's appeal and affirmed the district court's approval of the class action settlement.  On February 6, 2020, the objector petitioned the Court of Appeals for a rehearing, which was denied on March 3, 2020. On October 5, 2020, andthe U.S. Supreme Court denied a petition for certiorari the objector filed on May 11, 2020 the objector filed a petition for certiorari seeking review of the Court of Appeals' decision bydecision. Administration of the U.S. Supreme Court.settlement has been completed.

Wage-and-Hour Class Action. On March 13, 2018, JFC and Edward Jones were named as defendants in a purported collective and class action lawsuit (Bland, et al. v. Edward D. Jones & Co., L.P, et al.) filed in the U.S. District Court for the Northern District of Illinois by four former financial advisors.  The lawsuit was brought under the Fair Labor Standards Act (FLSA) as well as Missouri and Illinois law and alleges that the defendants unlawfully attempted to recoup training costs from departing financial advisors and failed to pay all overtime owed to financial advisor trainees among other claims.  The lawsuit seeks declaratory and injunctive relief, compensatory and liquidated damages. On March 19, 2019, the court entered an order granting the defendants' motion to dismiss all claims, but permitting the plaintiffs to amend and re-file certain of their claims.  Plaintiffs filed an amended complaint on May 3, 2019. On March 30, 2020, the court partially granted the defendants' renewed motion to dismiss the amended complaint and dismissed seven of the ten causes of action it purported to state.  The court's order eliminated from the case any claims that rely upon the firm's contractual right to recoup training costs as well as related claims for declaratory relief.  It also dismissed various state law claims.  JFC and Edward Jones deny the allegations in the remaining counts and intend to vigorously defend against the allegations in this lawsuit.

 

Securities Class Action.  On March 30, 2018, Edward Jones and its affiliated entities and individuals were named as defendants in a putative class action (Anderson, et al. v. Edward D. Jones & Co., L.P., et al.) filed in the U.S. District Court for the Eastern District of California.  The lawsuit was brought under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange Act, as well as Missouri and California law and alleges that the defendants inappropriately transitioned client assets from commission-based accounts to fee-based programs.  The plaintiffs requested declaratory, equitable, and exemplary relief, and compensatory damages.  On July 9, 2019, the district court entered an order dismissing the lawsuit in its entirety without prejudice. On July 29, 2019, the plaintiffs filed a second amended complaint, which eliminated certain affiliated entities and individuals as defendants, withdrew the claims under the Securities Act, added claims under the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"), and certain additional state law claims, and reasserted the remaining claims with modified allegations.  In response to the amended complaint, theThe defendants filed a motion to dismiss.  In the plaintiffs' opposition brief filed on September 9, 2019, the plaintiffs withdrew their Investment Advisers Act claims.  On November 12, 2019 the district court granted defendants' motion to dismiss the second amended complaint and entered judgment in favor of defendants.  On December 11, 2019,

 

 

1613


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

 

plaintiffs filed a notice of appeal ofmotion to dismiss, the plaintiffs subsequently withdrew their Investment Advisers Act claims, and on November 12, 2019, the district court granted defendants' motion to dismiss.  The plaintiffs appealed the district court's order dismissingdismissal of certain of their state law claims but did not appeal the case.dismissal of the remaining claims.  On March 4, 2021, the U.S. Court of Appeals for the Ninth Circuit reversed the district court's decision, holding the district court has jurisdiction over the state law claims that were the subject of the plaintiffs' appeal, and remanded the case to the district court for further proceedings on those claims. On April 19, 2021, defendants filed a petition for panel rehearing and rehearing en banc, seeking a review of the Ninth Circuit panel's decision. Edward Jones and its affiliated entities and individuals deny the plaintiffs' allegations and intend to continue to vigorously defend this lawsuit on appeal.lawsuit.

 

Discrimination Class Action.  On May 24, 2018, Edward Jones and JFC were named as defendants in a putative class action lawsuit (Bland v. Edward D. Jones & Co., L.P., et al.) filed in the U.S. District Court for the Northern District of Illinois by a former financial advisor under 42 U.S.C. § 1981, alleging that the defendants discriminated against the former financial advisor and other financial advisors and financial advisor trainees on the basis of race.  On July 27, 2018, two named plaintiffs filed an amended complaint adding allegations of discrimination and retaliation under 42 U.S.C. § 2000e, Title VII of the Civil Rights Act of 1964 and retaliation under 42 U.S.C. § 1981. On November 26, 2018, threeThree named plaintiffs filed a second amended complaint.complaint on November 26, 2018 and a third amended complaint on December 30, 2020. The lawsuit seeksplaintiffs sought equitable and injunctive relief, as well as compensatory and punitive damages.  Edward Jones and JFC denyOn May 4, 2021, the allegations and intenddistrict court granted a motion plaintiffs filed on March 19, 2021 seeking preliminary approval of a settlement agreement reached by the parties. The court’s order authorizes administration of the settlement to vigorously defend this lawsuit.begin.

 

Reimbursement Class Action.  On April 25, 2019, Edward Jones and JFC were named as defendants in a putative class action (Watson, et al. v. The Jones Financial Companies L.L.L.P., et al.) filed by two former financial advisors in the Superior Court of the State of California, Sacramento County.  Plaintiffs allege that defendants did not reimburse financial advisors and financial advisor trainees in California for certain categories of business expenses, which plaintiffs allege violates the California Labor Code and California Unfair Competition Law.  The lawsuit seeks damages and restitution as well as attorneys' fees and costs and equitable and injunctive relief.  On February 19, 2020, the plaintiffs filed a motion seeking the court's approval of a proposed class action settlement reached by the parties.  On June 5,November 16, 2020, the court granted preliminaryfinal approval of the proposed settlement. Administration of the settlement is substantially complete.

 

In addition to these matters, the Partnership provides for potential losses that may arise related to other contingencies. The Partnership assesses its liabilities and contingencies utilizing available information.  The Partnership accrues for potential losses for those matters where it is probable that the Partnership will incur a potential loss to the extent that the amount of such potential loss can be reasonably estimated, in accordance with FASB Accounting Standards Codification No. 450, Contingencies.  This liability represents the Partnership’s estimate of the probable loss at JuneMarch 26, 2020,2021, after considering, among other factors, the progress of each case, the Partnership's experience with other legal and regulatory matters and discussion with legal counsel, and is believed to be sufficient.  The aggregate accrued liability is within the accounts payable, accrued expenses and other line of the Consolidated Statements of Financial Condition was $109 as of June 26, 2020 and may be adjusted from time to time to reflect any relevant developments.

For such matters where an accrued liability has not been established and the Partnership believes a loss is both reasonably possible and estimable, as well as for matters where an accrued liability has been recorded but for which an exposure to loss in excess of the amount accrued is both reasonably possible and estimable, the current estimated aggregated range of additional possible loss is up to $22$12 as of JuneMarch 26, 2020.2021.  This range of reasonably possible loss does not necessarily represent the Partnership's maximum loss exposure as the Partnership was not able to estimate a range of reasonably possible loss for all matters.

Further, the matters underlying any disclosed estimated range will change from time to time, and actual results may vary significantly.  While the outcome of these matters is inherently uncertain, based on information currently available, the Partnership believes that its established liabilities at JuneMarch 26, 20202021 are adequate, and the liabilities arising from such matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Partnership.  However, based on future developments and the potential unfavorable resolution of these matters, the outcome could be material to the Partnership’s future consolidated operating results for a particular period or periods.

 


14


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

NOTE 108 – SEGMENT INFORMATION

The Partnership has determined it has two operating and reportable segments based upon geographic location, the U.S. and Canada.  Canada segment information, as reported in the following table, is based upon the consolidated financial statements of the Partnership's Canada operations, which primarily occur through a non-guaranteed subsidiary of the Partnership.  The U.S. segment information is derived from the Consolidated Financial Statements less the Canada segment information as presented.  Pre-variable income represents income before variable compensation expense and before allocations to partners.  This is consistent with how management viewsreviews the segments to assess performance.

17


PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements, continued

The following table shows financial information for the Partnership’s reportable segments:

 

 

Three Months Ended

 

 

Six Months Ended

 

Three Months Ended

 

 

June 26,

2020

 

 

June 28,

2019

 

 

June 26,

2020

 

 

June 28,

2019

 

March 26,

2021

 

 

March 27,

2020

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

2,261

 

 

$

2,256

 

 

$

4,684

 

 

$

4,391

 

$

2,779

 

 

$

2,423

 

Canada

 

 

64

 

 

 

63

 

 

 

132

 

 

 

118

 

 

74

 

 

 

68

 

Total net revenue

 

$

2,325

 

 

$

2,319

 

 

$

4,816

 

 

$

4,509

 

$

2,853

 

 

$

2,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

U.S.

 

$

569

 

 

$

557

 

 

$

1,205

 

 

$

1,045

 

$

841

 

 

$

636

 

Canada

 

 

9

 

 

 

7

 

 

 

14

 

 

 

6

 

 

8

 

 

 

5

 

Total pre-variable income

 

$

578

 

 

$

564

 

 

$

1,219

 

 

$

1,051

 

$

849

 

 

$

641

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

283

 

 

$

273

 

 

$

614

 

 

$

513

 

$

460

 

 

$

331

 

Canada

 

 

7

 

 

 

6

 

 

 

14

 

 

 

12

 

 

9

 

 

 

7

 

Total variable compensation

 

$

290

 

 

$

279

 

 

$

628

 

 

$

525

 

$

469

 

 

$

338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

286

 

 

$

284

 

 

$

591

 

 

$

532

 

$

381

 

 

$

305

 

Canada

 

 

2

 

 

 

1

 

 

 

 

 

 

(6

)

 

(1

)

 

 

(2

)

Total income before allocations to partners

 

$

288

 

 

$

285

 

 

$

591

 

 

$

526

 

$

380

 

 

$

303

 

 

NOTE 119 – OFFSETTING ASSETS AND LIABILITIES

The Partnership does not offset financial instruments in the Consolidated Statements of Financial Condition.  However, the Partnership enters into master netting arrangements with counterparties for securities purchased under agreements to resell that are subject to net settlement in the event of default.  These agreements create a right of offset for the amounts due to and due from the same counterparty in the event of default or bankruptcy.

The following table shows the Partnership's securities purchased under agreements to resell as of:

 

 

 

Gross

amounts of

 

 

Gross

amounts

offset in the

Consolidated

Statements of

 

 

Net amounts

presented in the

Consolidated

Statements of

 

 

Gross amounts not offset

in the

Consolidated Statements of

Financial Condition

 

 

 

 

 

 

 

recognized

assets

 

 

Financial

Condition

 

 

Financial

Condition

 

 

Financial

instruments

 

 

Securities

collateral(1)

 

 

Net

amount

 

June 26, 2020

 

$

1,443

 

 

 

 

 

 

1,443

 

 

 

 

 

 

(1,443

)

 

$

 

December 31, 2019

 

$

1,693

 

 

 

 

 

1,693

 

 

 

 

 

(1,693

)

 

$

 

 

 

Gross

amounts of

 

 

Gross

amounts

offset in the

Consolidated

Statements of

 

 

Net amounts

presented in the

Consolidated

Statements of

 

 

Gross amounts not offset

in the

Consolidated Statements of

Financial Condition

 

 

 

 

 

 

 

recognized

assets

 

 

Financial

Condition

 

 

Financial

Condition

 

 

Financial

instruments

 

 

Securities

collateral(1)

 

 

Net

amount

 

March 26, 2021

 

$

1,759

 

 

 

 

 

 

1,759

 

 

 

 

 

 

(1,759

)

 

$

 

December 31, 2020

 

$

1,714

 

 

 

 

 

1,714

 

 

 

 

 

(1,714

)

 

$

 

 

(1)

Actual collateral was 102% of the related assets in U.S. agreements and 100% in Canada agreements as of all dates presented.

 

 

1815


PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements, continued

 

NOTE 1210 – CASH FLOW INFORMATION

The following table shows supplemental cash flow information for:

 

Six Months Ended

 

 

Three Months Ended

 

 

June 26,

2020

 

 

June 28,

2019

 

Cash paid for interest

 

$

55

 

 

$

80

 

Cash paid for taxes

 

$

4

 

 

$

7

 

 

 

 

 

 

 

 

 

 

March 26,

2021

 

 

March 27,

2020

 

Non-cash activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of general partnership interests through

partnership loans in current period

 

$

163

 

 

$

164

 

 

$

211

 

 

$

163

 

Repayment of partnership loans through distributions from

partnership capital in current period

 

$

135

 

 

$

97

 

 

$

114

 

 

$

100

 

 

The following table reconciles certain line items on the Consolidated Statements of Financial Condition to the cash, cash equivalents and restricted cash balance on the Consolidated Statements of Cash Flows as of:

 

 

June 26,

2020

 

 

June 28,

2019

 

 

 

March 26,

2021

 

 

March 27,

2020

 

 

Cash and cash equivalents

 

$

1,228

 

 

$

978

 

 

 

$

1,418

 

 

$

1,072

 

 

Cash and investments segregated under federal regulations

 

 

13,012

 

 

 

7,912

 

 

 

 

18,062

 

 

 

12,269

 

 

Less: Investments segregated under federal regulations

 

 

8,096

 

 

 

1,597

 

 

 

 

13,025

 

 

 

6,499

 

 

Total cash, cash equivalents and restricted cash

 

$

6,144

 

 

$

7,293

 

 

 

$

6,455

 

 

$

6,842

 

 

 

Restricted cash represents cash segregated in special reserve bank accounts for the benefit of U.S. clients pursuant to the Customer Protection Rule, Rule 15c3-3 under the Exchange Act.

 

 

 

 

 

 

1916


PART I. FINANCIAL INFORMATION

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis is intended to help the reader understand the results of operations and the financial condition of the Partnership.  Management’s Discussion and Analysis should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in Part I, Item 1 – Financial Statements of this Quarterly Report on Form 10-Q and Part II, Item 8 – Financial Statements and Supplementary Data of the Partnership’s Annual Report.  All amounts are presented in millions, except as otherwise noted.

Basis of Presentation

The Partnership broadly categorizes its net revenues into four categories: fee revenue, trade revenue, net interest and dividends revenue (net of interest expense) and other revenue.  In the Partnership’s Consolidated Statements of Income, fee revenue is composed of asset-based fees and account and activity fees.  Asset-based fees are generally a percentage of the total value of specific assets in client accounts.  These fees are impacted by client dollars invested in and divested from the accounts which generate asset-based fees and changes in market values of the assets.  Account and activity fees and other revenue are impacted by the number of client accounts and the variety of services provided to those accounts, among other factors.  Trade revenue is composed of commissions and principal transactions revenue. Commissions are earned from the purchase or sale of mutual fund shares and equities, as well as the purchase of insurance products.  Principal transactions revenue primarily results from the Partnership's distribution of, and participation in, principal trading activities in municipal obligations, over-the-counter corporate obligations and certificates of deposit. Trade revenue is impacted by the number of financial advisors, trading volume (client dollars invested), mix of the products in which clients invest, size of trades, margins earned on the transactions and market volatility.  Net interest and dividends revenue is impacted by the amount of cash and investments, receivables from and payables to clients, the variability of interest rates earned and paid on such balances, the number of Interests outstanding, and the balances of Partnership loans.

COVID-19

In the second half of March

Beginning in 2020, markets and interest rates experienced sudden declines due to the global uncertainty from the COVID-19 pandemic. While the federal funds effective rate remains near zero, markets in the second quarter of 2020 experienced a significant rebound compared to the end of the first quarter of 2020. Market volatility still remains, and the effects of such volatility are ongoing and may continue to impact future financial results. In addition, the full extent of the health crisis and related economic impact is not yet known, which may lead to further market volatility and market declines that will impact the Partnership's overall financial results in fiscal 2020 compared to fiscal 2019.  

The Partnership has implemented several measures in response to COVID-19 to support the health and well-being of its clients and associates, as well as measures to optimize firm resources and control costs. The measures taken include, among other things, closure and phased reopening of branches to public access, establishing the technological capability for branches to serve clients remotely, virtually all home-office associates working remotely with limited exceptions, temporary financial support for certain financial advisors, temporary hiring reductions, wage freezes for certain associates, additional paid time off for associates related to COVID-19, a travel halt, and a pause on certain strategic firm initiatives and new branch and home office real estate projects. The Partnership is continuing to assess these and other existing firm measures in response to the COVID-19 pandemic and is continuing to consider additional potential measures.the global governmental response, vaccination, and related impact on society and the economy have resulted in significant uncertainty in the global economy and volatility in financial markets (see Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and notes thereto included in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 8 – Financial Statements and Supplementary Data of the Partnership’s Annual Report, respectively). Further in responseeconomic and market events related to COVID-19 the Partnership continues to review its business continuity plans and has had ongoing conversations with third-party providers to ensure the viability of theircould negatively impact our future business operations supporting the Partnership.  The Partnership has not experienced any significant disruptions in providing services to clients.  The impact of COVID-19, as well as the Partnership's response to it, continues to rapidly evolve and is uncertain.financial results.

 

 

 

2017


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

OVERVIEW

The following table sets forth the changes in major categories of the Consolidated Statements of Income as well as several related key metrics for the three and six monththree-month periods ended JuneMarch 26, 20202021 and June 28, 2019.March 27, 2020.  Management of the Partnership relies on this financial information and the related metrics to evaluate the Partnership’s operating performance and financial condition.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 26,

 

 

June 28,

 

 

%

 

 

June 26,

 

 

June 28,

 

 

%

 

 

March 26,

 

 

March 27,

 

 

%

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based

 

$

1,718

 

 

$

1,665

 

 

 

3

%

 

$

3,524

 

 

$

3,224

 

 

 

9

%

 

$

2,209

 

 

$

1,806

 

 

 

22

%

Account and activity

 

 

160

 

 

 

165

 

 

 

-3

%

 

 

331

 

 

 

337

 

 

 

-2

%

 

 

170

 

 

 

171

 

 

 

-1

%

Total fee revenue

 

 

1,878

 

 

 

1,830

 

 

 

3

%

 

 

3,855

 

 

 

3,561

 

 

 

8

%

 

 

2,379

 

 

 

1,977

 

 

 

20

%

% of net revenue

 

 

81

%

 

 

79

%

 

 

2

%

 

 

80

%

 

 

79

%

 

 

1

%

 

 

83

%

 

 

79

%

 

 

5

%

Trade revenue

 

 

395

 

 

 

401

 

 

 

-1

%

 

 

888

 

 

 

769

 

 

 

15

%

 

 

442

 

 

 

493

 

 

 

-10

%

% of net revenue

 

 

17

%

 

 

17

%

 

 

0

%

 

 

18

%

 

 

17

%

 

 

8

%

 

 

15

%

 

 

20

%

 

 

0

%

Net interest and dividends

 

 

18

 

 

 

68

 

 

 

-74

%

 

 

69

 

 

 

131

 

 

 

-47

%

 

 

14

 

 

 

51

 

 

 

-73

%

Other revenue, net

 

 

34

 

 

 

20

 

 

 

70

%

 

 

4

 

 

 

48

 

 

 

-92

%

Other revenue (loss), net

 

 

18

 

 

 

(30

)

 

 

160

%

Net revenue

 

 

2,325

 

 

 

2,319

 

 

 

0

%

 

 

4,816

 

 

 

4,509

 

 

 

7

%

 

 

2,853

 

 

 

2,491

 

 

 

15

%

Operating expenses

 

 

2,037

 

 

 

2,034

 

 

 

0

%

 

 

4,225

 

 

 

3,983

 

 

 

6

%

 

 

2,473

 

 

 

2,188

 

 

 

13

%

Income before allocations to partners

 

$

288

 

 

$

285

 

 

 

1

%

 

$

591

 

 

$

526

 

 

 

12

%

 

$

380

 

 

$

303

 

 

 

25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)(1):

 

 

 

 

 

 

 

 

 

 

 

 

Trade

 

$

27

 

 

$

30

 

 

 

-10

%

 

$

62

 

 

$

60

 

 

 

3

%

 

$

28

 

 

$

35

 

 

 

-20

%

Advisory programs

 

$

8

 

 

$

8

 

 

 

0

%

 

$

18

 

 

$

14

 

 

 

29

%

 

$

18

 

 

$

10

 

 

 

80

%

Client households at period end

 

 

5.6

 

 

 

5.4

 

 

 

4

%

 

 

5.6

 

 

 

5.4

 

 

 

4

%

 

 

5.7

 

 

 

5.6

 

 

 

2

%

Net new assets for the period ($ billions)(2)

 

$

15

 

 

$

15

 

 

 

0

%

 

$

34

 

 

$

31

 

 

 

10

%

Net new assets for the period ($ billions)(2)

 

$

20

 

 

$

19

 

 

 

5

%

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

1,305

 

 

$

1,253

 

 

 

4

%

 

$

1,305

 

 

$

1,253

 

 

 

4

%

 

$

1,618

 

 

$

1,157

 

 

 

40

%

Average

 

$

1,249

 

 

$

1,224

 

 

 

2

%

 

$

1,283

 

 

$

1,192

 

 

 

8

%

 

$

1,572

 

 

$

1,286

 

 

 

22

%

Advisory programs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

452

 

 

$

414

 

 

 

9

%

 

$

452

 

 

$

414

 

 

 

9

%

 

$

596

 

 

$

391

 

 

 

52

%

Average

 

$

428

 

 

$

401

 

 

 

7

%

 

$

438

 

 

$

388

 

 

 

13

%

 

$

575

 

 

$

436

 

 

 

32

%

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

19,161

 

 

 

18,174

 

 

 

5

%

 

 

19,161

 

 

 

18,174

 

 

 

5

%

 

 

18,967

 

 

 

19,027

 

 

 

Average

 

 

19,121

 

 

 

18,024

 

 

 

6

%

 

 

18,987

 

 

 

17,893

 

 

 

6

%

 

 

19,093

 

 

 

18,863

 

 

 

1

%

Attrition %(3)

 

 

5.0

%

 

 

8.8

%

 

n/a

 

 

 

6.3

%

 

 

9.1

%

 

n/a

 

Attrition %(3)

 

 

8.2

%

 

 

7.6

%

 

n/a

 

Dow Jones Industrial Average (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

25,016

 

 

 

26,600

 

 

 

-6

%

 

 

25,016

 

 

 

26,600

 

 

 

-6

%

 

 

33,073

 

 

 

21,637

 

 

 

53

%

Average for period

 

 

24,413

 

 

 

26,093

 

 

 

-6

%

 

 

25,576

 

 

 

25,611

 

 

 

0

%

 

 

31,457

 

 

 

26,732

 

 

 

18

%

S&P 500 Index (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

3,009

 

 

 

2,942

 

 

 

2

%

 

 

3,009

 

 

 

2,942

 

 

 

2

%

 

 

3,975

 

 

 

2,541

 

 

 

56

%

Average for period

 

 

2,911

 

 

 

2,882

 

 

 

1

%

 

 

2,994

 

 

 

2,801

 

 

 

7

%

 

 

3,859

 

 

 

3,074

 

 

 

26

%

 

(1)

Client dollars invested for trade revenue represents the principal amount of clients’ buy and sell transactions resulting in revenue and for advisory programs revenue represents the net of the inflows and outflows of client dollars into advisory programs.

(2)

Net new assets represents cash and securities inflows and outflows from new and existing clients and excludes mutual fund capital gain distributions received by U.S. clients.

(3)

Attrition % represents the annualized number of financial advisors that left the firm during the period compared to the total number of financial advisors as of period end.

 

 

 

2118


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

Second

First Quarter 2021 versus First Quarter 2020 versus Second Quarter 2019 Overview

The Partnership ended the secondfirst quarter of 20202021 with 19,161 financial advisors and $1.31 trilliona 40% increase in client assets under care which reflected increases of 5% and 4%, respectively,to $1.6 trillion compared to the secondfirst quarter of 2019. Net new2020. Client assets remained consistentunder care experienced a significant increase due to higher market levels in the first quarter 2021 when compared to the lower market levels experienced at $15 billion during the second quartersend of boththe first quarter of 2020 and 2019.  due to the significant market volatility from the uncertainties surrounding the impacts of COVID-19.

Average client assets under care increased 2%22% to $1.6 trillion during the secondfirst quarter of 20202021 compared to the same period in 2019, primarily2020 due to netincreases in the market value of client assets, as well as the cumulative impact of client dollars invested. Net new assets gatheredincreased 5% to $20 billion during the period.first quarter of 2021 compared to the first quarter of 2020.  

Advisory programs' average assets under care increased 7%32% to $575 billion in the secondfirst quarter of 2020 to $428 billion2021 due to higher average market levels compared to the same period in 2020 and the continued investment of client assets into advisory programs.  

Net revenue increased $615% to $2,325$2,853 for the secondfirst quarter of 20202021 compared to the same period in 2019.2020.  Results reflected a $5322% increase in asset-based fee revenue, primarily due to average market increases, as well as the cumulative impact of net asset inflows into advisory programs and changes in market values of assets in both 20202021 and 2019, which2020. The increase in net revenue was partially offset by a $50 decrease in net interest and dividendstrade revenue due to the low interest rates in the secondfirst quarter of 20202021 compared to the same period in 2019.2020. Trade revenue decreased primarily due to lower client dollars invested compared to the same period in 2020, which included a significant increase in client dollars invested in equities in March 2020 due to the significant market volatility from the uncertainties surrounding the impacts of COVID-19.

Operating expenses slightly increased 13% to $2,037$2,473 in the secondfirst quarter of 20202021 compared to 2019,the first quarter of 2020, primarily due to an increase in compensation and benefits expense partially offset by decreases in other operating expenses primarily as a result of reductions in discretionary spending, a travel halt, and a pause on certain strategic firm initiatives and real estate projects.Financial advisor compensation increased largely due to an increase in revenues on which commissions are earned,earned.  Variable compensation increased due to increases in the Partnership's profitability, including an increase in the number of financial advisors,profitable branches and an overall increase in compensation related to supporting new financial advisors and trainees.  Home office and branch compensation increased primarily due to higher wages and healthcare costs.  profitability.

Overall, the increase in net revenue, offset by the increase in operating expenses, generated income before allocations to partners of $288,$380, a 1%25% increase from the second quarter of 2019.  

Six Months Ended June 26, 2020 versus Six Months Ended June 28, 2019 Overview

Net new assets increased 10% to $34 billion during the first half of 2020 compared to the first half of 2019, primarily due to net new asset growth in the first quarter of 2020.  Average client assets under care increased 8% during the first half of 2020 compared to the same period in 2019, due to increases in the market value of client assets and net new assets gathered during the period.

Advisory programs' average assets under care increased 13% in the first half of 2020 to $438 billion due to the continued investment of client assets into advisory programs and higher average market levels in the second half of 2019 and the first quarter of 2020.  

Net revenue increased 7% to $4,816 for the first half of 2020 compared to the same period in 2019.  Results reflected a 9% increase in asset-based fee revenue primarily due to the cumulative impact of net asset inflows into advisory programs and changes in market values of assets in both 2020 and 2019. The increase in net revenue also reflected 15% growth in trade revenue due to increased client dollars invested, particularly during market volatility in the second half of March 2020, and overall margin earned. The increase in net revenue was partially offset by the decrease in net interest and dividends revenue and other revenue. Net interest and dividends revenue decreased due to the low interest rates in the first half of 2020 compared to the same period in 2019. The decrease in other revenue was the result of the significant market volatility in the second half of March 2020, causing an unrealized loss from the decrease in the value of investment securities held to economically hedge future liabilities related to the non-qualified deferred compensation plan, which was partially offset by increased market values in the second quarter of 2020. The unrealized loss was offset by lower financial advisor compensation expense.


22


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Operating expenses increased 6% to $4,225 in the first half of 2020 compared to 2019, primarily due to an increase in compensation and benefits expense, partially offset by decreases in other operating expenses primarily as a result of reductions in discretionary spending, a travel halt, and a pause on certain strategic firm initiatives and real estate projects. Financial advisor compensation increased largely due to an increase in revenues on which commissions are earned, an increase in the number of financial advisors, and an increase in compensation related to supporting new financial advisors and trainees.  Home office and branch compensation increased primarily due to an increase in the average number of personnel to support increased client activity, certain strategic firm initiatives to enhance the client experience, and growth of the Partnership’s financial advisor network, as well as higher wages and healthcare costs.

Overall, the increase in net revenue, offset by the increase in operating expenses, generated income before allocations to partners of $591, a 12% increase from the first half of 2019, primarily due to results in the first quarter of 2020.  

Given the global health, market, employment and economic uncertainty of the COVID-19 pandemic, and governmental responses to it, the Partnership cannot reliably predict the ultimate impact of COVID-19 on financial markets or its financial results, including how its clients, their trading activity, the financial markets or government regulators will respond to such uncertainty. The Partnership's composition of netAs a result, the pandemic's effects on trade revenue is heavily weighted towards asset-based fee revenue, which is highly dependent onare uncertain, and further economic or market performance and asset values. Due toevents could have a negative impact. In addition, the heightened market volatility from the global pandemic and itspandemic's potential effects on the economy, market volatility and the Partnership's current and prospective clients the Partnership could experience declinesresult in a reduction in client assets under care and slower net new asset growth, may continue to slow in fiscal 2020, which could result in declines innegatively impact future asset-based fee revenue and overall net revenue.

GivenThe Partnership continues to assess its response to the global health, market, employment and economic uncertainty of COVID-19 pandemic. In the event the Partnership is unablebegins to reliably predict future client trading activityexperience adverse impacts in response to COVID-19, and future trade revenue may continue to decline in fiscal 2020 as uncertainty continues.  

Additionally, interest rates remain at record low levels since the Federal Reserve cut the federal funds effective rate to near zero in March 2020. Given the above-described uncertainties relating to COVID-19,further economic or market events, the Partnership is unable to reliably predict future changes to interest rates and balances. Based on current information, however, the Partnership expects continued decreases in net interest and dividends revenue in fiscal 2020 compared to fiscal 2019.

Although the Partnership cannot reliably predict the ultimate impact of COVID-19 on financial marketsmay consider resuming or its financial results, the Partnership has made several strategic decisionsadopting measures to reduce future operating expenses in an effort to help mitigate the negative impacts of potentially lower revenue on the Partnership's future income before allocations to partners, such as temporary hiring reductions, wage freezes for home office and branch office associates, reduction of discretionary spending, a travel halt, and a pause on certain strategic firm initiatives and new branch and home office real estate projects. The Partnership is continuing to assess these and other existing firm measures in response to the COVID-19 pandemic and is continuing to consider additional potential measures.expenses.


 

 

2319


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHTHREE-MONTH PERIODS ENDED JUNEMARCH 26, 20202021 AND JUNE 28, 2019MARCH 27, 2020

The discussion below details the significant fluctuations and their drivers for each of the major categories of the Partnership’s Consolidated Statements of Income.

Fee Revenue

Fee revenue, which consists of asset-based fees and account and activity fees, increased 3%20% to $1,878 and 8% to $3,855$2,379 in the secondfirst quarter and the first half of 2020, respectively,2021 compared to the same periodsperiod in 2019.2020.  A discussion of fee revenue components follows.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 26,

 

 

June 28,

 

 

%

 

 

June 26,

 

 

June 28,

 

 

%

 

 

March 26,

 

 

March 27,

 

 

%

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs fees

 

$

1,258

 

 

$

1,178

 

 

 

7

%

 

$

2,558

 

 

$

2,274

 

 

 

12

%

 

$

1,667

 

 

$

1,300

 

 

 

28

%

Service fees

 

 

323

 

 

 

330

 

 

 

-2

%

 

 

663

 

 

 

643

 

 

 

3

%

 

 

391

 

 

 

340

 

 

 

15

%

Other asset-based fees

 

 

137

 

 

 

157

 

 

 

-13

%

 

 

303

 

 

 

307

 

 

 

-1

%

 

 

151

 

 

 

166

 

 

 

-9

%

Total asset-based fee revenue

 

 

1,718

 

 

 

1,665

 

 

 

3

%

 

 

3,524

 

 

 

3,224

 

 

 

9

%

 

 

2,209

 

 

 

1,806

 

 

 

22

%

Account and activity fee revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting services fees

 

 

104

 

 

 

107

 

 

 

-3

%

 

 

213

 

 

 

214

 

 

 

0

%

 

 

107

 

 

 

109

 

 

 

-2

%

Other account and activity fee revenue

 

 

56

 

 

 

58

 

 

 

-3

%

 

 

118

 

 

 

123

 

 

 

-4

%

 

 

63

 

 

 

62

 

 

 

2

%

Total account and activity fee revenue

 

 

160

 

 

 

165

 

 

 

-3

%

 

 

331

 

 

 

337

 

 

 

-2

%

 

 

170

 

 

 

171

 

 

 

-1

%

Total fee revenue

 

$

1,878

 

 

$

1,830

 

 

 

3

%

 

$

3,855

 

 

$

3,561

 

 

 

8

%

 

$

2,379

 

 

$

1,977

 

 

 

20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average U.S. client asset values

($ billions)(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average U.S. client asset values ($ billions)(1):

 

 

 

 

 

 

 

 

 

 

 

 

Advisory programs

 

$

565.3

 

 

$

429.4

 

 

 

32

%

Mutual fund assets held outside of advisory programs

 

$

430.5

 

 

$

418.8

 

 

 

3

%

 

$

443.6

 

 

$

407.2

 

 

 

9

%

 

$

539.2

 

 

$

445.0

 

 

 

21

%

Advisory programs

 

$

420.8

 

 

$

395.2

 

 

 

6

%

 

$

430.9

 

 

$

382.4

 

 

 

13

%

Insurance

 

$

72.3

 

 

$

74.7

 

 

 

-3

%

 

$

74.6

 

 

$

73.3

 

 

 

2

%

 

$

85.7

 

 

$

75.4

 

 

 

14

%

Cash solutions

 

$

38.7

 

 

$

32.4

 

 

 

19

%

 

$

37.1

 

 

$

32.5

 

 

 

14

%

 

$

48.5

 

 

$

36.0

 

 

 

35

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder accounting holdings serviced

 

 

30.6

 

 

 

28.9

 

 

 

6

%

 

 

30.4

 

 

28.7

 

 

 

6

%

 

(1)

Assets on which the Partnership earns asset-based fee revenue. The U.S. portion of consolidated asset-based fee revenue was 98% for the periods presented.

Overall asset-based fee revenue increased 3%22% to $1,718 and 9% to $3,524$2,209 in the secondfirst quarter and first half of 2020, respectively,2021 compared to the same periodsperiod in 2019,2020, primarily due to 7% and 12% respective increasesa 28% increase in revenue from advisory programs fees. Growth in advisory programs fees was due to the continued investment of client assets in advisory programs in the second quarter and first half of 2020.  The increase in asset-based fee revenue in the first half of 2020 compared to the same period in 2019 also reflected higher average market levels in the first quarter of 2020.2021 compared to the same period in 2020 and the continued investment of client assets in advisory programs. The decrease in other asset-based fee revenue in 2020 2021 reflected declines in cash solutions revenue, primarily from increased fee waivers in order to maintain a positive client yield on the Money Market Fund following the decrease in the federal funds effective rate to near zero in March 2020.

Given Due to the global health, market, employment and economic uncertaintytiming of the COVID-19 pandemic and governmental responses to it, the Partnership cannot reliably predict the ultimateinterest rate decrease in March 2020, fee waivers did not significantly impact of COVID-19 on client asset values and asset-based revenue.  With the continued market volatility from the global COVID-19 pandemic, and based on current information, the Partnership could experience a reductionfee revenue in the average valuefirst quarter of client assets, resulting in decreases in2020.  


 

 

2420


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

advisory program revenue, service fee revenue and other asset-based fee revenue in fiscal 2020 compared to fiscal 2019. In addition, with the recent decline in the federal funds rate to near zero and corresponding declines in the interest rates of securities in which the Money Market Fund invests, the Partnership has incurred, and expects to further incur in fiscal 2020, fee waivers in order to maintain a positive client yield on the Money Market Fund, thereby reducing other asset-based fee revenue.

Trade Revenue

Trade revenue, which consists of commissions and principal transactions, decreased 1%10% to $395 and increased 15% to $888$442 in the secondfirst quarter and first half of 2020, respectively,2021 compared to the same periodsperiod in 2019.2020.  A discussion of trade revenue components follows.  

 

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 26,

 

 

June 28,

 

 

%

 

 

June 26,

 

 

June 28,

 

 

%

 

 

March 26,

 

 

 

 

 

March 27,

 

 

 

 

 

%

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

2021

 

 

 

 

 

2020

 

 

 

 

 

Change

 

Trade revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

201

 

 

 

 

 

$

204

 

 

 

 

 

-1

%

Equities

 

$

164

 

 

$

125

 

 

 

31

%

 

$

371

 

 

$

243

 

 

 

53

%

 

 

168

 

 

 

 

 

207

 

 

 

 

 

-19

%

Mutual funds

 

 

150

 

 

 

171

 

 

 

-12

%

 

 

354

 

 

 

316

 

 

 

12

%

Insurance products and other

 

 

64

 

 

 

77

 

 

 

-17

%

 

 

130

 

 

 

147

 

 

 

-12

%

 

 

64

 

 

 

 

 

 

66

 

 

 

 

 

 

-3

%

Total commissions revenue

 

$

378

 

 

$

373

 

 

 

1

%

 

$

855

 

 

$

706

 

 

 

21

%

 

$

433

 

 

 

 

 

$

477

 

 

 

 

 

 

-9

%

Principal transactions

 

 

17

 

 

 

28

 

 

 

-39

%

 

 

33

 

 

 

63

 

 

 

-48

%

 

 

9

 

 

 

 

 

 

16

 

 

 

 

 

 

-44

%

Total trade revenue

 

$

395

 

 

$

401

 

 

 

-1

%

 

$

888

 

 

$

769

 

 

 

15

%

 

$

442

 

 

 

 

 

$

493

 

 

 

 

 

 

-10

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client dollars invested ($ billions)(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds

 

$

12

��

 

43%

 

$

11

 

 

31%

 

9

%

Equities

 

$

11

 

 

$

8

 

 

 

38

%

 

$

25

 

 

$

15

 

 

 

67

%

 

 

12

 

 

43%

 

14

 

 

40%

 

-14

%

Mutual funds

 

 

8

 

 

 

9

 

 

 

-11

%

 

 

19

 

 

 

16

 

 

 

19

%

Insurance products and other

 

 

2

 

 

 

1

 

 

 

100

%

 

 

3

 

 

 

3

 

 

 

0

%

 

 

2

 

 

7%

 

1

 

 

3%

 

100

%

Principal transactions

 

 

6

 

 

 

12

 

 

 

-50

%

 

 

15

 

 

 

26

 

 

 

-42

%

 

 

2

 

 

7%

 

 

9

 

 

26%

 

 

-78

%

Total client dollars invested

 

$

27

 

 

$

30

 

 

 

-10

%

 

$

62

 

 

$

60

 

 

 

3

%

 

$

28

 

 

 

 

 

$

35

 

 

 

 

 

 

-20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Margin per $1,000 invested

 

$

14.8

 

 

$

13.2

 

 

 

12

%

 

$

14.3

 

 

$

12.7

 

 

 

13

%

 

$

15.8

 

 

 

 

 

$

14.1

 

 

 

 

 

12

%

U.S. business days

 

 

63

 

 

 

63

 

 

 

 

 

123

 

 

 

124

 

 

 

-1

%

 

 

58

 

 

 

 

 

60

 

 

 

 

 

-3

%

(1)

Percentages represent client dollars invested in each product as a percent of total client dollars invested.

 

The decrease in trade revenue in the secondfirst quarter of 2021 compared to the same period in 2020 was primarily due to decreases in commissions revenue and principal transactions revenue.  Commissions revenue decreased primarily due to lower client dollars invested compared to the first quarter of 2020, which included a significant increase in client dollars invested in equities in March 2020 with lower securities prices as global markets were increasingly volatile due to the uncertainties surrounding the impacts of COVID-19. The decrease in trade revenue was partially offset by higher overall margins earned due to a change in product mix with a higher portion of client dollars invested in equities and mutual funds, which earn higher margins than principal transaction products. Despite higher overall margins, margins earned on mutual funds have decreased due to changes in mutual fund fee structures, which has resulted in a decrease in principal transactionsmutual funds revenue. Principal transactions revenue decreased as a result of a decrease in client dollars invested due to the decline inwith lower interest rates on those products during the second quarter of 2020 compared to the prior period. The decrease in principal transactions revenue was partially offset by an increase in commissions revenue in equities and overall margin earned as a result of a change in product mix with a higher proportion of client dollars invested in equities, which earn higher margins than principal transaction products.

The increase in trade revenue for the first half of 2020 was due to an increase in commissions revenue and overall margin earned, partially offset by a decrease in principal transactions revenue. Commissions revenue increased primarily due to additional financial advisors serving clients and an increase in client dollars invested, largely in equities and mutual funds.  Year to date results also reflected significant increases in first quarter trade revenue.  As global markets became increasingly volatile in the second half of March 2020 due to the uncertainties surrounding the impacts of COVID-19, resulting in lower securities prices, the Partnership experienced a significant increase in client dollars invested in equities.  

Given the global health, market, employment and economic uncertainty of COVID-19, the Partnership is unable to reliably predict future client trading activity in response to COVID-19, and future trade revenue may decline in fiscal 2020 as uncertainty continues.2020.  

 

25


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Net Interest and Dividends

 

Net interest and dividends revenue decreased 74%73% to $18 and 47% to $69$14 in the secondfirst quarter and first half of 2020, respectively,2021 compared to the same periodsperiod in 20192020 due to interest rates remaining at record low levels since the Federal Reserve cut the federal funds effective rate to near zero in March 2020.2020, which was only partially reflected in the first quarter of 2020 results. Despite increases in short-term investment balances, interest revenue decreased due to the lower federal funds rate compared to the prior period. Interest revenue also decreased due to lower interest earned on lower client margin balances. The decrease in interest revenue was partially offset by a decrease in customer credit interest expense in 20202021 compared to the same periodsperiod in 2019.

Given2020. The majority of interest expense in the uncertaintyfirst quarter of 2021 consisted of the ongoing impacts of COVID-19minimum 7.5% annual return on the global economy,face amount of limited partnership capital paid to limited partners. The 7.5% rate is fixed and is not impacted by the Partnership is unable to reliably predict future changes tolow interest rates. Based on current information, however, the Partnership expects continued decreases in net interest and dividends revenue in fiscal 2020 compared to fiscal 2019.

rate environment.

 

 

2621


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

Operating Expenses

Operating expenses slightly increased 13% to $2,037 in the second quarter of 2020 and increased 6% to $4,255$2,473 in the first halfquarter of 20202021 compared to the same periodsperiod in 2019,2020, primarily due to an increase in compensation and benefits expense. A discussion of operating expense components follows.

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

June 26,

 

 

June 28,

 

 

%

 

 

June 26,

 

 

June 28,

 

 

%

 

 

March 26,

 

 

March 27,

 

 

%

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial advisor

 

$

962

 

 

$

956

 

 

 

1

%

 

$

1,992

 

 

$

1,873

 

 

 

6

%

 

$

1,169

 

 

$

1,030

 

 

 

13

%

Home office and branch

 

 

394

 

 

 

381

 

 

 

3

%

 

 

790

 

 

 

754

 

 

 

5

%

 

 

401

 

 

 

396

 

 

 

1

%

Variable compensation

 

 

290

 

 

 

279

 

 

 

4

%

 

 

628

 

 

 

525

 

 

 

20

%

 

 

469

 

 

 

338

 

 

 

39

%

Total compensation and benefits

 

 

1,646

 

 

 

1,616

 

 

 

2

%

 

 

3,410

 

 

 

3,152

 

 

 

8

%

 

 

2,039

 

 

 

1,764

 

 

 

16

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Occupancy and equipment

 

 

130

 

 

 

123

 

 

 

6

%

 

 

261

 

 

 

242

 

 

 

8

%

 

 

134

 

 

 

131

 

 

 

2

%

Communications and data processing

 

 

106

 

 

 

99

 

 

 

7

%

 

 

207

 

 

 

185

 

 

 

12

%

 

 

104

 

 

 

101

 

 

 

3

%

Fund sub-adviser fees

 

 

44

 

 

 

39

 

 

 

13

%

 

 

86

 

 

 

75

 

 

 

15

%

 

 

56

 

 

 

42

 

 

 

33

%

Professional and consulting fees

 

 

23

 

 

 

29

 

 

 

-21

%

 

 

52

 

 

 

52

 

 

 

0

%

 

 

31

 

 

 

29

 

 

 

7

%

Advertising

 

 

12

 

 

 

18

 

 

 

-33

%

 

 

36

 

 

 

42

 

 

 

-14

%

Postage and shipping

 

 

14

 

 

 

14

 

 

 

0

%

 

 

26

 

 

 

29

 

 

 

-10

%

Other operating expenses

 

 

62

 

 

 

96

 

 

 

-35

%

 

 

147

 

 

 

206

 

 

 

-29

%

 

 

109

 

 

 

121

 

 

 

-10

%

Total operating expenses

 

$

2,037

 

 

$

2,034

 

 

 

0

%

 

$

4,225

 

 

$

3,983

 

 

 

6

%

 

$

2,473

 

 

$

2,188

 

 

 

13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related metrics (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of branches:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

15,356

 

 

 

14,644

 

 

 

5

%

 

 

15,356

 

 

 

14,644

 

 

 

5

%

 

 

15,363

 

 

 

15,229

 

 

 

1

%

Average

 

 

15,299

 

 

 

14,521

 

 

 

5

%

 

 

15,229

 

 

 

14,403

 

 

 

6

%

 

 

15,358

 

 

 

15,159

 

 

 

1

%

Financial advisors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

19,161

 

 

 

18,174

 

 

 

5

%

 

 

19,161

 

 

 

18,174

 

 

 

5

%

 

 

18,967

 

 

 

19,027

 

 

 

Average

 

 

19,121

 

 

 

18,024

 

 

 

6

%

 

 

18,987

 

 

 

17,893

 

 

 

6

%

 

 

19,093

 

 

 

18,863

 

 

 

1

%

Branch office administrators(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Branch office administrators(1):

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

16,632

 

 

 

16,682

 

 

 

0

%

 

 

16,632

 

 

 

16,682

 

 

 

0

%

 

 

17,062

 

 

 

17,220

 

 

 

-1

%

Average

 

 

16,824

 

 

 

16,641

 

 

 

1

%

 

 

16,894

 

 

 

16,464

 

 

 

3

%

 

 

16,946

 

 

 

17,046

 

 

 

-1

%

Home office associates(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home office associates(1):

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

6,921

 

 

 

7,046

 

 

 

-2

%

 

 

6,921

 

 

 

7,046

 

 

 

-2

%

 

 

7,090

 

 

 

7,152

 

 

 

-1

%

Average

 

 

7,047

 

 

 

6,929

 

 

 

2

%

 

 

7,069

 

 

 

6,904

 

 

 

2

%

 

 

7,029

 

 

 

7,112

 

 

 

-1

%

Home office associates(1) per 100

financial advisors (average)

 

 

36.9

 

 

 

38.4

 

 

 

-4

%

 

 

37.2

 

 

 

38.6

 

 

 

-4

%

Branch office administrators(1) per 100

financial advisors (average)

 

 

88.0

 

 

 

92.3

 

 

 

-5

%

 

 

89.0

 

 

 

92.0

 

 

 

-3

%

Operating expenses per

financial advisor (average)(2)

 

$

38,753

 

 

$

42,166

 

 

 

-8

%

 

$

80,002

 

 

$

84,391

 

 

 

-5

%

Home office associates(1) per 100

financial advisors (average)

 

 

36.8

 

 

 

37.7

 

 

 

-2

%

Branch office administrators(1) per 100

financial advisors (average)

 

 

88.8

 

 

 

90.4

 

 

 

-2

%

Operating expenses per

financial advisor (average)(2)

 

$

40,800

 

 

$

41,245

 

 

 

-1

%

 

(1)

Counted on a full-time equivalent basis.

(2)

Operating expenses used in calculation represent total operating expenses less financial advisor compensation, variable compensation and fund sub-adviser fees.


 

 

2722


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

The increasesincrease in operating expenses in the secondfirst quarter and first half of 2021 compared to the same period in 2020 werewas primarily due to compensation and benefits expense (described below) increasing 2%16% to $1,646 and 8% to $3,410 for the second quarter and first half of 2020, respectively. The increases in operating expenses were partially offset by decreases in other operating expenses in the second quarter and first half of 2020 primarily as a result of reductions in discretionary spending, a travel halt, and a pause on certain strategic firm initiatives and real estate projects.

$2,039. Financial advisor compensation and benefits expense increased 1% and 6%13% in the secondfirst quarter and first half of 2021 compared to the same period in 2020 due to an increase in revenues on which commissions are earned, growth in the number of financial advisors and an increase in compensation related to supporting new financial advisors and trainees.

Home office and branch compensation and benefits expense increased 3% in the second quarter, primarily due to higher wages and healthcare costs, and increased 5% in the first half of 2020, primarily due to an increase in the average number of personnel to support increased client activity, certain strategic firm initiatives to enhance the client experience, and growth of the Partnership’s financial advisor network, as well as higher wages and healthcare costs.  The average number of the Partnership’s home office associates and branch office administrators ("BOAs") increased 2% and 1%, respectively, for the second quarter of 2020 and increased 2% and 3%, respectively, for the first half of 2020.  earned.

Variable compensation expands and contracts in relation to the Partnership’s related profitability and net margin earned.  A significant portion of the Partnership’s profits are allocated to variable compensation and paid to associates in the form of bonuses and profit sharing.  Variable compensation increased 4%39% to $290 and 20% to $628$469 in the secondfirst quarter and first half of 2021 compared to the same period in 2020 due to increases in the Partnership's profitability, including an increase in the number of profitable branches and an overall increase in branch profitability. The increase in variable compensation for the first half of 2020 was primarily due to higher profitability in the first quarter of 2020. Given the uncertainty of the ongoing impacts of COVID-19, the Partnership cannot reliably predict their effects on profitability and variable compensation. Based on current information, however, the Partnership may experience a decline in variable compensation expense in fiscal 2020 compared to fiscal 2019.

The Partnership uses the ratios of both the number of home office associates and the number of BOAsbranch office administrators ("BOAs") per 100 financial advisors, as well as operating expenses per financial advisor (excluding financial advisor compensation, variable compensation and fund sub-adviser fees), as key metrics in managing its costs.  In the secondfirst quarter of 2020,2021, the average number of home office associates and BOAs per 100 financial advisors both decreased 4% and 5%, respectively, and decreased 4% and 3%, respectively,2% compared to the same period in the first half of 2020.  The operatingOperating expenses per financial advisor decreased 8%1% in the secondfirst quarter of 2021 compared to the same period in 2020, due to a decrease inrelatively flat operating expenses (excluding financial advisor compensation, variable compensation and fund sub-advisor fees) and anspread across a slight increase in the average number of financial advisors.

The operating expenses per financial advisor decreased 5% in the first half of 2020 due to the larger increase in the number of financial advisors decreased 60 to 18,967 at the end of the first quarter of 2021 compared to the increasesend of the same period in home officethe prior year. In response to the COVID-19 pandemic, the Partnership implemented measures to optimize firm resources and branch compensation and benefits andcontrol costs, including a temporary pause on the decrease in other operating expenses described above. While the Partnership’s longer-term strategy isrecruitment of non-licensed financial advisors during 2020. The Partnership remains committed to financial advisor growth to continue to grow its financial advisor network atserve existing clients and future clients and create a faster pace than its home office staff, the near-term growth will be slowed due to recent temporarypositive impact in our communities by hiring reductions.  In addition, effects of COVID-19 on financial advisor attrition are uncertain and cannot be reliably predicted; however, the Partnership anticipates that attrition could increase due to potentially lower compensation resulting from challengesboth experienced financial advisors may experienceand non-licensed candidates in the current environment.

Given the uncertainty of the ongoing impacts of COVID-19, the Partnership has made strategic decisions to support the health and well-being of its clients and associates while also reducing future operating expenses, such as temporary reductions to hiring of new financial advisors, BOAs and home office associates, as well as certain wage freezes, all of which may slow the growth of compensation and benefits expense in fiscal 2020.periods. The Partnership has also decreased discretionary spending, implementedrestarted hiring and is committed to an innovative and intentional strategy to grow its impact by offering a travel haltplan and temporarily paused spending on certain strategic firm initiativesresources for both current financial advisors and new hires. This approach may result in fewer financial advisors hired than historically experienced. Additionally, the Partnership continues to make investments in virtual business enablement tools to help its branch teams be successful with the ongoing limitations on in-person client prospecting and home office real estate projects. Controlling costs could help reduce the impact that the potential decrease in Partnership revenue could have on future profitability. consultations.

The Partnership is continuingcontinues to assess these and other existing firmthe measures adopted in response to the COVID-19 pandemic and is continuingpandemic.  In the event the Partnership begins to experience adverse impacts in response to further economic or market events, the Partnership may consider additional potential measures.  resuming or adopting measures to reduce future operating expenses.


28


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Segment Information

The Partnership has two operating and reportable segments based upon geographic location, the U.S. and Canada.  Canada segment information, as reported in the following table, is based upon the consolidated financial statements of the Partnership’s Canada operations.  The U.S. segment information is derived from the Consolidated Financial Statements less the Canada segment information as presented.  Pre-variable income represents income before variable compensation expense and before allocations to partners.  This is consistent with how management views the segments to assess performance.  COVID-19 is a global pandemic that has resulted in rapid changes and significant uncertainty; however, based on current information, the Partnership expects COVID-19 to impact the future financial results of the segments similarly.  The following table shows financial information for the Partnership’s reportable segments.

 

 

2923


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

The following table shows financial information for the Partnership’s reportable segments.

 

Three Months Ended

 

 

Six Months Ended

 

 

Three Months Ended

 

 

 

June 26,

 

 

June 28,

 

 

%

 

 

June 26,

 

 

June 29,

 

 

%

 

 

March 26,

 

 

March 27,

 

 

%

 

 

 

2020

 

 

2019

 

 

Change

 

 

2020

 

 

2019

 

 

Change

 

 

2021

 

 

2020

 

 

Change

 

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

2,261

 

 

$

2,256

 

 

 

0

%

 

$

4,684

 

 

$

4,391

 

 

 

7

%

 

$

2,779

 

 

$

2,423

 

 

 

15

%

 

Canada

 

 

64

 

 

 

63

 

 

 

2

%

 

 

132

 

 

 

118

 

 

 

12

%

 

 

74

 

 

 

68

 

 

 

9

%

 

Total net revenue

 

 

2,325

 

 

 

2,319

 

 

 

0

%

 

 

4,816

 

 

 

4,509

 

 

 

7

%

 

 

2,853

 

 

 

2,491

 

 

 

15

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (excluding variable compensation):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

1,692

 

 

 

1,699

 

 

 

0

%

 

 

3,479

 

 

 

3,346

 

 

 

4

%

 

 

1,938

 

 

 

1,787

 

 

 

8

%

 

Canada

 

 

55

 

 

 

56

 

 

 

-2

%

 

 

118

 

 

 

112

 

 

 

5

%

 

 

66

 

 

 

63

 

 

 

5

%

 

Total operating expenses

 

 

1,747

 

 

 

1,755

 

 

 

0

%

 

 

3,597

 

 

 

3,458

 

 

 

4

%

 

 

2,004

 

 

 

1,850

 

 

 

8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-variable income:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

569

 

 

 

557

 

 

 

2

%

 

 

1,205

 

 

 

1,045

 

 

 

15

%

 

 

841

 

 

 

636

 

 

 

32

%

 

Canada

 

 

9

 

 

 

7

 

 

 

29

%

 

 

14

 

 

 

6

 

 

 

133

%

 

 

8

 

 

 

5

 

 

 

60

%

 

Total pre-variable income

 

 

578

 

 

 

564

 

 

 

2

%

 

 

1,219

 

 

 

1,051

 

 

 

16

%

 

 

849

 

 

 

641

 

 

 

32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable compensation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

283

 

 

 

273

 

 

 

4

%

 

 

614

 

 

 

513

 

 

 

20

%

 

 

460

 

 

 

331

 

 

 

39

%

 

Canada

 

 

7

 

 

 

6

 

 

 

17

%

 

 

14

 

 

 

12

 

 

 

17

%

 

 

9

 

 

 

7

 

 

 

29

%

 

Total variable compensation

 

 

290

 

 

 

279

 

 

 

4

%

 

 

628

 

 

 

525

 

 

 

20

%

 

 

469

 

 

 

338

 

 

 

39

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before allocations to partners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

286

 

 

 

284

 

 

 

1

%

 

 

591

 

 

 

532

 

 

 

11

%

 

 

381

 

 

 

305

 

 

 

25

%

 

Canada

 

 

2

 

 

 

1

 

 

 

100

%

 

 

 

 

 

(6

)

 

 

100

%

 

 

(1

)

 

 

(2

)

 

 

50

%

 

Total income before allocations to

partners

 

$

288

 

 

$

285

 

 

 

1

%

 

$

591

 

 

$

526

 

 

 

12

%

 

$

380

 

 

$

303

 

 

 

25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Client assets under care ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

1,278.9

 

 

$

1,227.2

 

 

 

4

%

 

$

1,278.9

 

 

$

1,227.2

 

 

 

4

%

 

$

1,583.4

 

 

$

1,133.9

 

 

 

40

%

 

Average

 

$

1,223.5

 

 

$

1,198.6

 

 

 

2

%

 

$

1,257.0

 

 

$

1,166.6

 

 

 

8

%

 

$

1,539.0

 

 

$

1,259.7

 

 

 

22

%

 

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

26.6

 

 

$

26.3

 

 

 

1

%

 

$

26.6

 

 

$

26.3

 

 

 

1

%

 

$

34.1

 

 

$

23.3

 

 

 

46

%

 

Average

 

$

25.2

 

 

$

25.6

 

 

 

-2

%

 

$

26.2

 

 

$

24.9

 

 

 

5

%

 

$

32.7

 

 

$

26.5

 

 

 

23

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net new assets for the period ($ billions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

14.6

 

 

$

15.3

 

 

 

-5

%

 

$

32.6

 

 

$

30.5

 

 

 

7

%

 

$

19.3

 

 

$

18.0

 

 

 

7

%

 

Canada

 

$

0.5

 

 

$

0.3

 

 

 

67

%

 

$

1.1

 

 

$

0.7

 

 

 

57

%

 

$

0.8

 

 

$

0.6

 

 

 

33

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial advisors (actual):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

18,221

 

 

 

17,336

 

 

 

5

%

 

 

18,221

 

 

 

17,336

 

 

 

5

%

 

 

18,077

 

 

 

18,124

 

 

 

0

%

 

Average

 

 

18,202

 

 

 

17,189

 

 

 

6

%

 

 

18,084

 

 

 

17,064

 

 

 

6

%

 

 

18,196

 

 

 

17,977

 

 

 

1

%

 

Canada

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

 

940

 

 

 

838

 

 

 

12

%

 

 

940

 

 

 

838

 

 

 

12

%

 

 

890

 

 

 

903

 

 

 

-1

%

 

Average

 

 

919

 

 

 

835

 

 

 

10

%

 

 

903

 

 

 

829

 

 

 

9

%

 

 

897

 

 

 

886

 

 

 

1

%

 

 

 

 

3024


PART I. FINANCIAL INFORMATION

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

U.S.

ForU.S.

Net revenue increased 15% to $2,779 in the secondfirst quarter of 2020, net revenue slightly increased to $2,261, and for the first half of 2020, net revenue increased 7% to $4,684,2021 compared to the same periodsperiod in 2019,2020, primarily due to an increase in asset-based fee revenue.  Asset-based fee revenue increased 22% to $2,157 in the first quarter of 2021, led by an increase in advisory programs fees largely due to higher average market levels in the first quarter of 2021 compared to the same period in 2020, as well as the cumulative impact of net asset inflows into advisory programs.  

Operating expenses (excluding variable compensation) increased 8% to $1,938 in the first quarter of 2021 compared to the same period in 2020 due to an increase in financial advisor compensation. Financial advisor compensation and benefits expense increased primarily due to an increase in revenues on which commissions are earned.

Canada

Net revenue increased 9% to $74 in the first quarter of 2021 compared to the same period in 2020, primarily due to increases in asset-based fee revenue.  Asset-based fee revenue increased 3%21% to $1,679 and 9% to $3,442$52 in the secondfirst quarter andof 2021, led by higher average market levels in the first halfquarter of 2021 compared to the same period in 2020, led byas well as an increase in advisory programs fees largely due to the cumulative impact of net asset inflows into advisory programs. The increase in asset-based fee revenue for the first half of 2020 also reflected higher average market levels in the first quarter of 2020 compared to the same period in 2019.  The increase in net revenue for the first half of 2020 also reflected growth in trade revenue of 16% to $859 due to an increase in client dollars invested and overall margin earned, primarily in the first quarter of 2020, compared to the same period in 2019.

Operating expenses (excluding variable compensation) slightly decreasedincreased 5% to $1,692 in the second quarter of 2020 and increased 4% to $3,479$66 in the first halfquarter of 20202021 compared to the same periods in 2019. The decrease in operating expenses (excluding variable compensation) for the secondfirst quarter of 2020 was primarily due to reductions in discretionary spending, a travel halt, and a pause on certain strategic firm initiatives and real estate projects, partially offset by an increase in financial advisor and home office and branch compensation. The increase in operating expenses (excluding variable compensation) for the first half of 2020 was due to an increase in financial advisor and home office and branch compensation, partially offset by reductions in discretionary spending, a travel halt, and a pause on certain strategic firm initiatives and real estate projects.compensation. Financial advisor compensation and benefits expense increased primarily due to an increase in revenues on which commissions are earned, growth in the number of financial advisors and an increase in compensation related to supporting new financial advisors and trainees. Home office and branch compensation and benefits expense increased primarily due to higher wages and healthcare costs in the second quarter of 2020 and increased primarily due to an increase in the average number of personnel to support increased client activity, certain strategic firm initiatives to enhance the client experience, and growth of the Partnership’s financial advisor network, as well as higher wages and healthcare costs in the first half of 2020.  earned.

Canada

For the second quarter and first half of 2020, net revenue increased 2% to $64 and 12% to $132, respectively, compared to the same periods in 2019. The increase in net revenue for the second quarter of 2020 was due to an increase in trade revenue while the increase in net revenue for the first half of 2020 was primarily due to an increase in asset-based fee revenue.  Asset-based fee revenue increased 9% to $82 in the first half of 2020 led by an increase in advisory programs fees largely due to the cumulative impact of net asset inflows into advisory programs, as well as higher average market levels in the first quarter of 2020.

Operating expenses (excluding variable compensation) decreased 2% to $55 in the second quarter of 2020 and increased 5% to $118 in the first half of 2020. The decrease in operating expenses (excluding variable compensation) for the second quarter of 2020 was the result of a decrease in other operating expenses, partially offset by an increase in financial advisor compensation. The increase in operating expenses (excluding variable compensation) for the first half of 2020 was due to an increase in financial advisor compensation attributable to growth in the number of financial advisors and an increase in compensation related to supporting new financial advisors and trainees.

LEGISLATIVE AND REGULATORY REFORM

As discussed more fully in Part I, Item 1A – Risk Factors – Risk Related to the Partnership's Business – Legislative and Regulatory Initiatives of the Partnership’s Annual Report, which is supplemented by Part II, Item 1A – Risk Factors – Legislative and Regulatory Initiatives of this Quarterly Report on Form 10-Q for the period ended June 26, 2020 and the Quarterly Report on Form 10-Q for the period ended March 27, 2020, the Partnership continues to monitor several proposed, potential and recently enacted federal and state legislation, rules and regulations ("Legislative and Regulatory Initiatives"), including the SEC's Regulation Best Interest and Form CRS Relationship Summary and accompanying guidance.regulations.


31


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

MUTUAL FUNDS AND INSURANCE PRODUCTS

The Partnership estimates approximately 30% and 32% of its total revenue was derived from sales and services related to mutual fund and insurance products for each of the three and six monththree-month periods ended JuneMarch 26, 2021 and March 27, 2020, and June 28, 2019.respectively. In addition, the Partnership derived 13% and 14% of its total revenue for the three and six monththree-month periods ended JuneMarch 26, 2021 and March 27, 2020, respectively, and 14% of its total revenue for both of the three and six month periods ended June 28, 2019 from one mutual fund company.  The revenue generated from this company relates to business conducted with the Partnership’s U.S. segment.

Significant reductions in these revenues due to changes in mutual fund fee structures that result in decreased margins earned, regulatory reform or other changes to the Partnership’s relationship with mutual fund or insurance companies could have a material adverse effect on the Partnership’s results of operations, financial condition, and liquidity.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership requires liquidity to cover its operating expenses, net capital requirements, capital expenditures, distributions to partners and redemptions of Partnership interests, as well as to facilitate client transactions.  The principal sources for meeting the Partnership’s liquidity requirements include existing liquidity and capital resources of the Partnership, discussed further below, and funds generated from operations.  The Partnership believes that the liquidity provided by these sources will be sufficient to meet its capital and liquidity requirements for the next twelve months.  Depending on conditions in the capital markets and other factors, the Partnership will, from time to time, consider the issuance of debt and additional Partnership capital, the proceeds of which could be used to meet growth needs or for other purposes.


25


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

As of JuneMarch 26, 2020,2021, the Partnership had $2.7 billion$3,292 in cash, cash equivalents consisting of certificates of deposit and money market funds, and highly liquid investments $3.1 billionconsisting of securities purchased under agreements to resell and U.S. treasuries. Additionally, the Partnership had $3,221 in Partnership capital and no debt.debt as of March 26, 2021.  The Partnership has committed and uncommitted lines of credit in place should thea liquidity need arise but has not drawn upon these lines. The Partnership believes that its financial position remains strong as it addresses the uncertainty of the ongoing impacts of COVID-19 on the global economy and, based on current information, does not anticipate any significant changes to its current liquidity or capital position.  

Partnership Capital

The Partnership’s growth in capital has historically been the result of the sale of Interests to its associates and existing limited partners, the sale of subordinated limited partnership interests to its current or retiring general partners, and retention of a portion of general partner earnings.

The Partnership filed a Registration Statement on Form S-8 with the SEC on January 12, 2018, to register $450 of Interests issuable pursuant to the 2018 Plan.  TheIn addition to issuances of Interests in prior periods, the Partnership issued approximately $380$1 million and $1$3 million of Interests under the 2018 Plan on January 2, 2019in early 2020, and January 2, 2020,2021, respectively. The remaining $69$66 million of Interests may be issued under the 2018 Plan at the discretion of the Managing Partner in the future. Proceeds from the offering under the 2018 Plan were and are expected to be used for working capital and general firm purposes and to ensure there is adequate general liquidity of the Partnership for future needs. The issuance of Interests reduces the Partnership’s net interest income and profitability.

The Partnership’s capital subject to mandatory redemption at JuneMarch 26, 2020,2021, net of reserve for anticipated withdrawals, was $3,114,$3,221, an increase of $157$146 from December 31, 2019.2020.  This increase in Partnership capital subject to mandatory redemption was primarily due to the retention of a portion of general partner earnings ($59)40) and additional capital contributions related to limited partner, subordinated limited partner and general partner interests ($1, $493, $60 and $163,$211, respectively), partially offset by the net increase in Partnership loans outstanding ($28)97) and redemption of limited partner, subordinated limited partner and general partner interests ($6, $365, $16 and $45,$50, respectively).  During both of the three and six monththree-month periods ended JuneMarch 26, 20202021 and June 28, 2019,March 27, 2020, the Partnership retained 13.8% of income allocated to general partners.

 

Under the terms of the Partnership Agreement, a partner’s capital is required to be redeemed by the Partnership in the event of the partner’s death or withdrawal from the Partnership, subject to compliance with ongoing regulatory capital requirements.  In the event of a partner’s death, the Partnership generally redeems the partner’s capital within six months.  The Partnership has restrictions in place which govern the withdrawal of capital.  Under the terms of the Partnership

32


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Agreement, limited partners requesting withdrawal from the Partnership are to be repaid their capital in three equal annual installments beginning no earlier than 90 days after their withdrawal notice is received by the Managing Partner.  The capital of general partners requesting withdrawal from the Partnership is converted to subordinated limited partnership capital or, at the discretion of the Managing Partner, redeemed by the Partnership.  Subordinated limited partners requesting withdrawal are repaid their capital in six equal annual installments beginning no earlier than 90 days after their request for withdrawal of contributed capital is received by the Managing Partner.  The Partnership’s Managing Partner has discretion to waive or modify these withdrawal restrictions and to accelerate the return of capital.

 

The Partnership makes loans available to those general partners and, in limited circumstances, subordinated limited partners (in each case, other than members of the Executive Committee) who require financing for some or all of their Partnership capital contributions.  In limited circumstances a general partner may withdraw from the Partnership and become a subordinated limited partner while he or she still has an outstanding Partnership loan.  It is anticipated that, of the future general and subordinated limited partnership capital contributions (in each case, other than for Executive Committee members) requiring financing, the majority will be financed through Partnership loans.  Loans made by the Partnership to such partners are generally for a period of one year but are expected to be renewed and bear interest at the interest rate defined ingreater of the loan documents.Prime Rate for the last business day of the prior fiscal month or 3.25%.  The Partnership recognizes interest income for the interest earned related to these loans.  Partners borrowing from the Partnership will be required to repay such loans by applying the earnings received from the Partnership to such loans, net of amounts retained by the Partnership, amounts distributed for income taxes and 5% of earnings distributed to the partner.  The Partnership has full recourse against any partner that defaults on loan obligations to the Partnership.  The Partnership does not anticipate that partner loans will have an adverse impact on the Partnership’s short-term liquidity or capital resources.

26


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Any partner may also choose to have individual banking arrangements for their Partnership capital contributions.  Any bank financing of capital contributions is in the form of unsecured bank loan agreements and is between the individual and the bank.  The Partnership does not guarantee these bank loans, nor can the partner pledge his or her partnership interest as collateral for the bank loan. The Partnership performs certain administrative functions in connection with its limited partners who have elected to finance a portion of their Partnership capital contributions through individual unsecured bank loan agreements from banks with whom the Partnership has other banking relationships.  For all limited partner capital contributions financed through such bank loan agreements, each agreement instructs the Partnership to apply the proceeds from the redemption of that individual’s capital account to the repayment of the limited partner's bank loan prior to any funds being released to the partner.  In addition, the partner is required to apply Partnership earnings, net of any distributions to pay taxes, to service the interest and principal on the bank loan.  Should a partner’s individual bank loan not be renewed upon maturity for any reason, the Partnership could experience increased requests for capital liquidations, which could adversely impact the Partnership’s liquidity.  In addition, partners who finance all or a portion of their capital contributions with bank financing may be more likely to request the withdrawal of capital to meet bank financing requirements should the partners experience a period of reduced earnings.  As a partnership, any withdrawals by general partners, subordinated limited partners or limited partners would reduce the Partnership’s available liquidity and capital.

Many of the same banks that provide financing to limited partners also provide financing to the Partnership.  To the extent these banks increase credit available to the partners, financing available to the Partnership may be reduced.

The Partnership, while not a party to any partner unsecured bank loan agreements, does facilitate making payments of allocated income to certain banks on behalf of the limited partner.  The following table represents amounts related to Partnership loans as well as bank loans (for which the Partnership facilitates certain administrative functions).  Partners may have arranged their own bank loans to finance their Partnership capital for which the Partnership does not facilitate certain administrative functions and therefore any such loans are not included in the table. 

33


PART I. FINANCIAL INFORMATION

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

 

 

As of June 26, 2020

 

 

As of March 26, 2021

 

 

Limited

Partnership

Interests

 

 

Subordinated

Limited

Partnership

Interests

 

 

General

Partnership

Interests

 

 

Total

Partnership

Interests

 

 

Limited

Partnership

Interests

 

 

Subordinated

Limited

Partnership

Interests

 

 

General

Partnership

Interests

 

 

Total

Partnership

Interests

 

Total Partnership capital(1)

 

$

1,244

 

 

$

540

 

 

$

1,718

 

 

$

3,502

 

Total Partnership capital(1)

 

$

1,235

 

 

$

583

 

 

$

1,841

 

 

$

3,659

 

Partnership capital owned by partners with

individual loans

 

$

347

 

 

$

1

 

 

$

909

 

 

$

1,257

 

 

$

179

 

 

$

 

 

$

980

 

 

$

1,159

 

Partnership capital owned by partners with individual

loans as a percent of total Partnership capital

 

 

28

%

 

 

0

%

 

 

53

%

 

 

36

%

 

 

14

%

 

 

0

%

 

 

53

%

 

 

32

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individual bank loans

 

$

88

 

 

$

 

 

$

 

 

$

88

 

 

$

44

 

 

$

 

 

$

 

 

$

44

 

Individual Partnership loans

 

 

 

 

 

1

 

 

 

387

 

 

 

388

 

 

 

 

 

 

 

 

 

438

 

 

 

438

 

Total individual loans

 

$

88

 

 

$

1

 

 

$

387

 

 

$

476

 

 

$

44

 

 

$

 

 

$

438

 

 

$

482

 

Individual loans as a percent of total Partnership capital

 

 

7

%

 

 

0

%

 

 

23

%

 

 

14

%

 

 

4

%

 

 

0

%

 

 

24

%

 

 

13

%

Individual loans as a percent of respective Partnership

capital owned by partners with loans

 

 

25

%

 

 

100

%

 

 

43

%

 

 

38

%

 

 

25

%

 

 

0

%

 

 

45

%

 

 

42

%

 

(1)

Total Partnership capital, as defined for this table, is before the reduction of Partnership loans and is net of reserve for anticipated withdrawals.

Historically, neither the amount of Partnership capital financed with individual loans as indicated in the table above, nor the amount of partner withdrawal requests, has had a significant impact on the Partnership’s liquidity or capital resources.


27


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Lines of Credit

The following table shows the composition of the Partnership’s aggregate bank lines of credit in place as of:

 

 

June 26,

 

 

December 31,

 

 

March 26,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2021

 

 

2020

 

2018 Credit Facility

 

$

500

 

 

$

500

 

 

$

500

 

 

$

500

 

Uncommitted secured credit facilities

 

 

390

 

 

 

290

 

 

 

390

 

 

 

390

 

Total bank lines of credit

 

$

890

 

 

$

790

 

 

$

890

 

 

$

890

 

 

In accordance with the terms of the Partnership's $500 committed revolving line of credit (the "2018 Credit Facility") entered into in September 2018, the Partnership is required to maintain a leverage ratio of no more than 35% and minimum Partnership capital, net of reserve for anticipated withdrawals and Partnership loans, of at least $1,884.  In addition, Edward Jones is required to maintain a minimum tangible net worth of at least $1,344 and minimum regulatory net capital of at least 6% of aggregate debit items as calculated under the alternative method.  The Partnership has the ability to draw on various types of loans. The associated interest rate depends on the type of loan, duration of the loan, whether the loan is secured or unsecured and the amount of leverage. Contractual rates are based on an index rate plus the applicable rate. The 2018 Credit Facility is intended to provide short-term liquidity to the Partnership should the need arise.  As of JuneMarch 26, 2020,2021, the Partnership was in compliance with all covenants related to the 2018 Credit Facility.

 

In addition, the Partnership has multiple uncommitted lines of credit, including the $390 of uncommitted secured lines of credit totaling $390 that are subject to change at the discretion of the banks.  The amount available on onePartnership also has an additional uncommitted line of credit where the uncommitted lines of creditamount and the associated collateral requirements are at the bank's discretion uponin the event of a borrowing. Based on credit market conditions and the uncommitted nature of these credit facilities, it is possible that these lines of credit could decrease or not be available in the future.  Actual borrowing availabilitycapacity on the uncommitted secured lines is based on availability of client margin securities or firm-owned securities, which would serve as collateral on loans in the event the Partnership borrowed against these lines.

 

34


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

There were no amounts outstanding on the 2018 Credit Facility or the uncommitted lines of credit as of JuneMarch 26, 20202021 or December 31, 2019.2020.  In addition, the Partnership did not have any draws against these lines of credit during the three or six monththree-month period ended JuneMarch 26, 2020.2021.

 

Cash Activity

As of JuneMarch 26, 2020,2021, the Partnership had $1,228$1,418 in cash and cash equivalents and $1,443$1,759 in securities purchased under agreements to resell, which generally have maturities of less than one week.overnight maturities. This totaled to $2,671$3,177 of Partnership liquidity as of JuneMarch 26, 2020,2021, a 1% ($36) decrease12% increase from $2,707$2,839 at December 31, 2019.2020.  The Partnership had $13,012$18,062 and $10,387$17,918 in cash and investments segregated under federal regulations as of JuneMarch 26, 20202021 and December 31, 2019,2020, respectively, which was not available for general use. AsThe Partnership held $115 and $971 in U.S. treasuries as of JuneMarch 26, 2021 and December 31, 2020, $7,996respectively, to help facilitate cash management and maintain firm liquidity. The decrease in the U.S. treasuries balance was partly due to the timing of thetreasury maturities and balances in segregated accounts and was partially reflected in higher firm cash as of March 26, 2021. The increase in cash and investments segregated under federal regulations balance consisted of U.S. treasuries, compared with $3,394 as of December 31, 2019.  Given global health, market, employment and economic uncertainty from COVID-19, the Partnership increased the proportion of U.S. treasurieswas primarily due to focus on principal protection of the portfolio.  There was an increase in cash held in clients' accounts, resulting in ana corresponding increase in cash and investments segregated under federal regulations.payables to clients. Changes in cash were also due to timing of daily client cash activity in relation to the weekly segregation requirement.

The Partnership continues to evaluate its cash management strategy. Banks have experienced a significant increase in cash deposits due to the market and economic uncertainty from COVID-19, which may impact the Partnership's ability to continue to find financial institutions at which to place funds for principal protection while earning a reasonable rate of return on those funds.


28


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Regulatory Requirements

As a result of its activities as a U.S. broker-dealer, Edward Jones is subject to the net capital provisions of Rule 15c3-1 of the Exchange Act and capital compliance rules of the FINRA Rule 4110.  Under the alternative method permitted by the rules, Edward Jones must maintain minimum net capital, as defined, equal to the greater of $0.25 or 2% of aggregate debit items arising from client transactions.  The net capital rules also provide that Edward Jones’ partnership capital may not be withdrawn if the resulting net capital would be less than minimum requirements.  Additionally, certain withdrawals of partnership capital require the approval of the SEC and FINRA to the extent they exceed defined levels, even though such withdrawals would not cause net capital to be less than minimum requirements.

The Partnership’s Canada broker-dealer subsidiary is a registered broker-dealer regulated by IIROC.  Under the regulations prescribed by IIROC, the Partnership's Canada broker-dealer subsidiary is required to maintain minimum levels of risk-adjusted capital, which are dependent on the nature of the Partnership’s Canada broker-dealer subsidiary's assets and operations.

The following table shows the Partnership’s capital figures for its U.S. and Canada broker-dealer subsidiaries as of:

 

 

June 26,

 

 

December 31,

 

 

 

 

 

 

March 26,

 

 

December 31,

 

 

 

 

 

 

2020

 

 

2019

 

 

% Change

 

 

2021

 

 

2020

 

 

% Change

 

U.S.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net capital

 

$

1,320

 

 

$

1,244

 

 

 

6

%

 

$

1,289

 

 

$

1,306

 

 

 

-1

%

Net capital in excess of the minimum required

 

$

1,265

 

 

$

1,188

 

 

 

6

%

 

$

1,231

 

 

$

1,248

 

 

 

-1

%

Net capital as a percentage of aggregate debit

items

 

 

48.2

%

 

 

44.2

%

 

 

9

%

 

 

44.2

%

 

 

45.0

%

 

 

-2

%

Net capital after anticipated capital withdrawals,

as a percentage of aggregate debit items

 

 

25.5

%

 

 

26.4

%

 

 

-3

%

 

 

26.0

%

 

 

23.1

%

 

 

13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory risk-adjusted capital

 

$

39

 

 

$

40

 

 

 

-3

%

 

$

55

 

 

$

56

 

 

 

-2

%

Regulatory risk-adjusted capital in excess of

the minimum required to be held by IIROC

 

$

38

 

 

$

38

 

 

 

0

%

 

$

54

 

 

$

47

 

 

 

15

%

 

U.S. net capital, Canada regulatory risk-adjusted capital and the related capital percentages may fluctuate on a daily basis. In addition, Trust Co. was in compliance with its regulatory capital requirements.


35


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

OFF-BALANCE SHEET ARRANGEMENTS

The Partnership does not have any significant off-balance sheet arrangements.

 

THE EFFECTS OF INFLATION

 

The Partnership’s net assets are primarily monetary, consisting of cash and cash equivalents, cash and investments segregated under federal regulations, firm-owned securities, and receivables, less liabilities.  Monetary net assets are primarily liquid in nature and would not be significantly affected by inflation.  Inflation and future expectations of inflation influence securities prices, as well as activity levels in the securities markets.  As a result, profitability and capital may be impacted by inflation and inflationary expectations.  Additionally, inflation’s impact on the Partnership’s operating expenses may affect profitability to the extent that additional costs are not recoverable through increased prices of services offered by the Partnership.

RECENTLY ADOPTED ACCOUNTING STANDARDS

There have been no material changes to the Partnership’s disclosures of recently issued and adopted accounting standards as described in Part II, Item 8 – Financial Statements and Supplementary Data – Note 1 of the Partnership's Annual Report.  See Note 2 of this Quarterly Report on Form 10-Q for recently adopted accounting standards.

OTHER EVENTS

As disclosed in the Partnership's Form 8-K dated July 1, 2020, JFC issued a press release relating to an application it submitted on July 1, 2020 to the Federal Deposit Insurance Corporation ("FDIC") and Utah Department of Financial Institutions ("UDFI") in connection with a proposed Utah-chartered industrial bank to be named Edward Jones Bank.29


PART I. FINANCIAL INFORMATION

EXECUTIVE COMMITTEE CHANGES

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

On August 10, 2020, the Managing Partner of the Partnership, Penny Pennington, announced the appointment of general partner Lisa Dolan, age 54, to the Partnership’s Executive Committee. It was also announced that Ms. Dolan has been named Chief Operating Officer for Edward Jones with responsibility for leading Operations, Service, Firm Analytics, Strategic Enablement and Planning and Workplace Services.

Ms. Dolan joined the Edward Jones Finance division in 2005 with responsibility for tax and partnership accounting.  She was named a principal in 2007 after which her responsibilities have expanded to include financial and regulatory reporting, expenditure management, compensation accounting and finance systems.  Ms. Dolan was appointed to the Partnership's Audit Committee in 2014.  In 2016, she was appointed to the Partnership's Management Committee and assumed responsibility for the Finance division.  Ms. Dolan is a certified public accountant.

She does not have any family relationship to any executive officer of the Partnership.

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, and in particular Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements within the meaning of the U.S. federal securities laws.  You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “will,” “should,” and other expressions which predict or indicate future events and trends and which do not relate to historical matters.  You should not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership.  These risks, uncertainties and other factors may cause the actual results, performance or achievements of the Partnership to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.

 


36


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

Some of the factors that might cause differences between forward-looking statements and actual events include, but are not limited to, the following: (1) general economic conditions, including an economic downturn or volatility in the U.S. and/or global securities markets, and actions of the U.S. Federal Reserve and/or central banks outside of the United States; (2) regulatory actions; (3) changes in legislation or regulation; (4) actions of competitors; (5) litigation; (6) the ability of clients, other broker-dealers, banks, depositories and clearing organizations to fulfill contractual obligations; (7) changes in interest rates; (8) changes in technology and other technology-related risks; (9) a fluctuation or decline in the fair value of securities; (10) our ability to attract and retain qualified financial advisors and other employees; and (11) the risks discussed under Part I, Item 1A – Risk Factors in the Partnership’s Annual Report and Part II, Item 1A – Risk Factors in the Partnership's Quarterly Reports on Form 10-Q for the periods ended March 27, 2020 and June 26, 2020.Report. These forward-looking statements were based on information, plans, and estimates at the date of this report, and the Partnership does not undertake to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

 

The spreadCOVID-19 pandemic and rapid evolution of COVID-19 and various governments’ responses to the pandemic have adversely affected the global governmental response, vaccination, and related impact on society and the economy and have resulted in significant uncertainty whichin the global economy and volatility in financial markets. Further economic and market events related to COVID-19 could negatively impact our future business operations and financial results.

The Partnership has implemented several ongoing measures in response to COVID-19 to support the health and well-being of its clients, partners and associates, as well asand may implement additional measures in response to optimize firm resources and control costs,further economic or market events, but cannot provide any assurance that such measures will be successful. The Partnership anticipates that financial results could be lower in fiscal 2020 compared to fiscal 2019, depending on the future economic and market impacts. The potentialPotential effects of the pandemic and the resulting low interest rate reductions made in continued response to the pandemicenvironment on certain of the Partnership’s financial results have been disclosed in Note 1 andPart II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.Operations. However, actual results with respect to such items willmay vary from the assumed amountsexpectations and the variation could be material. Accordingly, you should not rely on these descriptions because they involve known and unknown risks, uncertainties and other factors, some of which are beyond the control of the Partnership.

30


PART I. FINANCIAL INFORMATION

ITEM 3.

quantitative and qualitative disclosures about market RISK

Various levels of management within the Partnership manage the Partnership’s risk exposure.  Position limits in inventory accounts are established and monitored on an ongoing basis.  Credit risk related to various financing activities is reduced by the industry practice of obtaining and maintaining collateral.  The Partnership monitors its exposure to counterparty risk through the use of credit exposure information, the monitoring of collateral values and the establishment of credit limits.  For further discussion of monitoring, see the Risk Management discussion in Part III, Item 10 – Directors, Executive Officers and Corporate Governance of the Partnership’s Annual Report.

The Partnership is exposed to market risk from changes in interest rates.  Such changes in interest rates impact the income from interest-earning assets, primarily receivables from clients on margin balances and short-term, primarily overnight, investments, which are primarily comprised of cash and cash equivalents, investments segregated under federal regulations, and securities purchased under agreements to resell, which averaged $2.8$2.9 billion and $14.1$21.6  billion respectively, for the six monththree-month period ended JuneMarch 26, 2020.2021.  These margin receivables and investments earned interest at an average annual rate of approximately 420403 and 7010 basis points (4.20%(4.03% and .70%0.10%), respectively, during the first halfthree months of 2020.2021.  Changes in interest rates also have an impact on the expense related to the liabilities that finance these assets, such as amounts payable to clients.  

The Partnership performed an analysis of its financial instruments and assessed the related interest rate risk and materiality in accordance with the SEC rules.  Under current market conditions and based on current levels of interest-earning assets and the liabilities that finance these assets, the Partnership estimates that a 100 basis100-basis point (1.00%) increase in short-term interest rates could increase its annual net interest income by approximately $108$122 million. This estimate reflects minimum contractual rates on certain balances. Conversely, the Partnership estimates that a reduction in short-term interest rates to zero could decrease the Partnership’s annual net interest income by approximately $19$17 million. A 100 basis100-basis point (1.00%) decrease in short-term interest rates was not utilized for this comparison because it would result in negative rates given that rates are already near zero. Assuming interest rates and balances as of June 26, 2020 remain unchanged, the Partnership estimates that

37


PART I. FINANCIAL INFORMATION

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations, continued

its net interest and dividends revenue could decline by approximately $145 for fiscal 2020 compared to fiscal 2019. Actual results likely will vary from those estimates and the variation could be material.

For information related to the impacts of COVID-19 on interest rates and the Partnership's market risk, see Part I, Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations of this Quarterly Report on Form 10-Q.

ITEM 4.    controls and procedures

The Partnership maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Partnership in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including the Partnership’s certifying officers, as appropriate to allow timely decisions regarding required disclosure.

Based upon an evaluation performed as of the end of the period covered by this report, the Partnership’s certifying officers, the Chief Executive Officer and the Chief Financial Officer, have concluded that the Partnership’s disclosure controls and procedures were effective as of JuneMarch 26, 2020.2021.

There have been no changes in the Partnership’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.  

 

 

 

3831


PART II. OTHER INFORMATION

 

ITEM 1.

LEGALLEGAL PROCEEDINGS

The information in Part I, Item 1, Note 97 supplements the discussion in Item 3 – Legal Proceedings in the Partnership's Annual Report.

 

ITEM 1A.

RISK FACTORS

For information regarding risk factors affecting the Partnership, please see the language in Part I, Item 2 – Forward-looking Statements of this Quarterly Report on Form 10-Q and the discussion in Part I, Item 1A – Risk Factors of the Partnership's Annual Report and Part II Item 1A – Risk Factors of the Quarterly Report on Form 10-Q for the period ended March 27, 2020. The following risk factors supplement the risk factors in Part I, Item 1A – Risk Factors – Risk Related to the Partnership's Business of the Partnership's Annual Report.

COVID-19 GLOBAL PANDEMIC — Given the significant global health, market, employment and economic impacts of COVID-19 and the uncertainty of its duration, the Partnership may experience negative impacts to its business operations and financial results.

The spread of COVID-19 has adversely affected global business activities and has resulted in significant uncertainty in the global economy and volatility in financial markets.  The effects of the ongoing market volatility may result in a negative impact on the Partnership's business operations and financial results in fiscal 2020.  In particular, the Partnership may experience lower asset-based revenue due to declines in the market value of client assets on which asset-based revenue is earned and lower interest revenue due to decreases in the federal funds rate and increased fee waivers in order to maintain a positive client yield on the Money Market Fund.  

In response to the COVID-19 global pandemic, the uncertainty of its duration and the potentially negative impacts on the Partnership's business operations and financial results, the Partnership has implemented several measures to support the health and well-being of its clients and associates, as well as measures to optimize firm resources and control costs. The measures taken include, among other things, closure and phased reopening of branches to public access, establishing the technological capability for branches to serve clients remotely, as well as virtually all home-office associates working remotely with limited exceptions. Such remote work may limit financial advisors' ability to obtain new clients and maintain existing client relationships through face-to-face client interactions. Additionally, the Partnership has reduced hiring of new financial advisors in light of the COVID-19 pandemic, which may lower the Partnership's ability for growth. Slower growth rates in the number of financial advisors, client accounts and net new assets could have an adverse impact on revenue the Partnership receives from commissions and asset-based fees and on its results of operations.

Potentially lower asset-based fees and trade revenue resulting from the market uncertainty in response to COVID-19 could reduce commissions, bonuses, travel benefits and branch profitability for financial advisors. The effects of COVID-19 on financial advisor attrition are uncertain and cannot be reliably predicted; however, the Partnership anticipates that these potentially negative impacts to financial advisor compensation and benefits may result in increased financial advisor attrition. The Partnership may experience increased costs from providing temporary financial assistance to certain financial advisors in attempts to help support some financial advisors that may be experiencing financial hardship while also potentially mitigating heightened attrition rates.ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Additionally, in an effort to help mitigate the negative impacts of potentially lower revenue on the Partnership's future income before allocations to partners, the Partnership has temporarily paused certain strategic firm initiatives designed to enhance the firm's competitive advantage.None.  


 

 

3932


PART II. OTHER INFORMATION

 

Item 1A. Risk Factors, continued

MARKET CONDITIONS AND INFLATIONAs a part of the securities industry, a downturn in the U.S. and/or global securities markets historically has, and in the future could have, a significant negative effect on revenues and could significantly reduce or eliminate profitability of the Partnership.  In addition, an increase in inflation could affect securities prices and as a result, the profitability of the Partnership.

General political and economic conditions and events such as U.S. fiscal and monetary policy, economic recession, governmental shutdown, trade tensions and disputes, global economic slowdown, widespread health epidemics or pandemics, natural disasters, terrorist attacks, war, changes in local and national economic and political conditions, regulatory changes or changes in the law, or interest rate or currency rate fluctuations could create a downturn in the U.S. and/or global securities markets. The securities industry is, and therefore the Partnership is, highly dependent upon market prices and volumes which are highly unpredictable and volatile in nature. Events such as global recession, frozen credit markets, and institutional failures could make the capital markets increasingly volatile. Weakened global economic conditions and unsettled financial markets, among other things, could cause significant declines in the Partnership’s net revenues which would adversely impact its overall financial results.

The Partnership’s composition of net revenue is heavily weighted towards asset-based fee revenue, and a decrease in the market value of assets would have a negative impact on the Partnership’s financial results due to the fact that asset-based fees are earned on the market value of the underlying client assets. A market decline could have a greater negative impact on revenues and profitability than experienced in prior years due to the increasing proportion of asset-based revenues. Market volatility could also cause clients to move their investments to lower margin products, or withdraw them, which could have an adverse impact on the profitability of the Partnership. The Partnership could also experience a material reduction in volume and lower securities prices in times of market volatility, which would result in lower trade and asset-based fee revenue, decreased margins and losses in firm inventory accounts. Current and potential market changes to fee structures in the mutual funds industry have resulted in and may continue to result in decreased margins and therefore lower revenues. In the event of a significant reduction in revenues and depending on the amount of fixed financial advisor compensation at that time, the Partnership could experience a material adverse impact on the profitability of the Partnership.

Inflation and future expectations of inflation can negatively influence securities prices, as well as activity levels in the securities markets. As a result, the Partnership’s profitability may be adversely affected by inflation and inflationary expectations. Additionally, the impact of inflation on the Partnership’s operating expenses may affect profitability to the extent that additional costs are not recoverable through increased prices of services offered by the Partnership.

Refer to the preceding risk factor for specific market conditions and risks related to the current COVID-19 pandemic.

LEGISLATIVE AND REGULATORY INITIATIVES — Legislative and Regulatory Initiatives could significantly impact the regulation and operation of the Partnership and its subsidiaries. In addition, Legislative and Regulatory Initiatives may significantly alter or restrict the Partnership’s historic business practices, which could negatively affect its operating results.

The Partnership is subject to extensive regulation by federal and state regulatory agencies and by SROs and other regulators. The Partnership operates in a regulatory environment that is subject to ongoing change and has seen significantly increased regulation in recent years. The Partnership may be adversely affected as a result of new or revised legislation or regulations, by changes in federal, state or foreign tax laws and regulations, or by changes in the interpretation or enforcement of existing laws and regulations. Legislative and Regulatory Initiatives may impact the manner in which the Partnership markets its products and services, manages its business and operations, and interacts with clients and regulators, any or all of which could materially impact the Partnership’s results of operations, financial condition, and liquidity. Regulatory changes or changes in the law could increase compliance costs which would adversely impact profitability.

There is a high degree of uncertainty surrounding Legislative and Regulatory Initiatives. Current Legislative and Regulatory Initiatives have resulted in an increasingly complex environment in which the Partnership conducts its business. As such, the Partnership cannot reliably predict when or if any of the proposed or potential Legislative and Regulatory Initiatives will be enacted, when or if any enacted Legislative and Regulatory Initiatives will be implemented,

40


PART II. OTHER INFORMATION

Item 1A. Risk Factors, continued

whether there will be any changes to enacted or proposed Legislative and Regulatory Initiatives or the impact that any Legislative and Regulatory Initiatives will have on the Partnership.

The Partnership continues to monitor several Legislative and Regulatory Initiatives, including, but not limited to:

SEC Rules and Guidance on the Standards of Conduct for Investment Professionals (the "Rules and Guidance"). On June 5, 2019, the SEC adopted Regulation Best Interest, establishing a standard of care for broker-dealers that includes acting in the best interest of their brokerage clients when making a recommendation and addressing conflicts of interest. On the same day, the SEC adopted the Form CRS Relationship Summary and accompanying rule requiring registered investment advisers and broker-dealers to deliver a brief relationship summary to their clients informing them of the types of client relationships offered, together with the applicable standards of care, and information on fees, costs, conflicts of interest, and legal and disciplinary history. Regulation Best Interest and Form CRS and its rule became effective September 10, 2019, with a compliance date of June 30, 2020. On June 5, 2019, the SEC issued guidance clarifying the "fiduciary" standard of care applicable to investment advisers and advisory clients and guidance clarifying what broker-dealer activities are excluded from the definition of "investment adviser." The Partnership implemented measures to comply with the Rules and Guidance by the June 30, 2020 compliance date.

Canadian Securities Administrators ("CSA") Amendments.  On October 3, 2019, the CSA finalized amendments (the "Client Focused Reforms") to National Instrument 31-103, "Registration Requirements, Exemptions and Ongoing Registrant Obligations."  The Client Focused Reforms, many of which are similar to the SEC's Rules and Guidance, make changes to the registrant conduct requirements applicable to the Partnership’s Canada broker-dealer subsidiary.  The amendments will become effective over a two-year phased implementation, concluding December 31, 2021. The Partnership is continuing to dedicate significant resources to interpret and address the Client Focused Reforms, to identify any potential changes to be made by the phased compliance dates and to assess the potential impact on the Partnership's business.

Other Standard of Care Initiatives. In addition, state legislators and other regulators are proposing, or have adopted, laws and rules to articulate their required standard of care, which may diverge from the SEC's Rules and Guidance. The Partnership is dedicating significant resources to interpret and address these laws and rules as well. The Partnership cannot reliably predict the ultimate form or impact of such rules and laws, but their enactment and implementation may have an adverse effect on the Partnership's financial condition, results of operations, and liquidity.

INTENT TO PURSUE A BANK — The Partnership is subject to the risk its application to obtain an industrial bank charter may not be successful; and if the charter is granted, the Partnership would be subject to additional risks related to capital and other costs to establish and maintain the bank, additional regulatory oversight, potential legislative changes and uncertainty of obtaining the anticipated benefits.

On July 1, 2020, the Partnership announced it had submitted an application to the FDIC and UDFI to establish a Utah-chartered industrial bank subsidiary to be named Edward Jones Bank. The Partnership cannot reliably predict the timing of the application process, whether its application will be successful and, if so, on what terms and whether and to what extent an industrial bank would yield the anticipated benefits.  If the charter is granted, the Partnership expects to incur substantial start-up costs and commit a significant amount of capital to support the development and initial operations of the Edward Jones Bank.  Factors that could affect the profitability and success of Edward Jones Bank if the charter is granted include, but are not limited to, unanticipated additional costs, the need for additional capital support, significant delays, operational challenges, uncertain client demand, legislative changes and regulatory changes and oversight, any or all of which may adversely impact Edward Jones Bank's and the Partnership's results of operations, financial condition and liquidity.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.  

41


PART II. OTHER INFORMATION

 

ITEM 6.

Exhibits

 

Exhibit Number

 

Description

3.1

*

Twentieth Amended and Restated Agreement of Registered Limited Liability Limited Partnership, dated August 6, 2018, incorporated by reference from Exhibit 3.1 to The Jones Financial Companies, L.L.L.P. Form 8-K dated August 6, 2018.

 

3.2

*

Twenty-First Restated Certificate of Limited Partnership of the Jones Financial Companies, L.L.L.P., dated January 24, 2019, incorporated by reference from Exhibit 3.2 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

3.3

*

First Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated February 21, 2019, incorporated by reference from Exhibit 3.3 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

3.4

*

Second Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated March 25, 2019, incorporated by reference from Exhibit 3.4 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 29, 2019.

3.5

*

Third Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated April 22, 2019, incorporated by reference from Exhibit 3.5 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 29, 2019.

3.6

*

Fourth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 22, 2019, incorporated by reference from Exhibit 3.6 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 28, 2019.

3.7

*

Fifth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated July 19, 2019, incorporated by reference from Exhibit 3.7 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 28, 2019.

3.8

*

Sixth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated August 19, 2019, incorporated by reference from Exhibit 3.8 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 27, 2019.

3.9

*

Seventh Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated September 17, 2019, incorporated by reference from Exhibit 3.8 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 27, 2019.

3.10

*

Eighth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated November 19, 2019, incorporated by reference from Exhibit 3.10 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

3.11

*

Ninth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated December 18, 2019, incorporated by reference from Exhibit 3.11 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

3.12

*

Tenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated January 21,2020, incorporated by reference from Exhibit 3.12 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

3.13

*

Eleventh Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated February 18,2020, incorporated by reference from Exhibit 3.13 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

 

 

4233


PART II. OTHER INFORMATION

 

Item 6.        Exhibits, continued

 

Exhibit Number

 

Description

3.14

*

Twelfth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated March 19, 2020, incorporated by reference from Exhibit 3.14 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended March 27, 2020.

3.15

**

Thirteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated May 18, 2020, incorporated by reference from Exhibit 3.15 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2020.

3.16

**

Fourteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated June 14, 2020, incorporated by reference from Exhibit 3.16 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2020.

3.17

**

Fifteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated July 29, 2020, incorporated by reference from Exhibit 3.17 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended June 26, 2020.

     4.13.18

*

DescriptionSixteenth Amendment of Securities Registered Pursuant to Section 12Twenty-First Restated Certificate of the Securities Exchange Act of 1934, as Amended,Limited Partnership of The Jones Financial Companies, L.L.L.P,L.L.L.P., dated August 18, 2020, incorporated by reference from Exhibit 4.13.18 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 25, 2020.

3.19

*

Seventeenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated September 22, 2020, incorporated by reference from Exhibit 3.19 to The Jones Financial Companies, L.L.L.P. Form 10-Q for the quarterly period ended September 25, 2020.

3.20

*

Eighteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated November 9, 2020, incorporated by reference from Exhibit 3.20 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2019.2020.

3.21

*

Nineteenth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated December 11, 2020, incorporated by reference from Exhibit 3.21 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

3.22

*

Twentieth Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated January 21, 2021, incorporated by reference from Exhibit 3.22 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

3.23

*

Twenty-first Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated February 5, 2021, incorporated by reference from Exhibit 3.23 to The Jones Financial Companies, L.L.L.P. Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

3.24

**

Twenty-second Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated March 18, 2021.

3.25

**

Twenty-third Amendment of Twenty-First Restated Certificate of Limited Partnership of The Jones Financial Companies, L.L.L.P., dated April 13, 2021.

31.1

**

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

31.2

**

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

34


PART II. OTHER INFORMATION

Item 6.        Exhibits, continued

Exhibit Number

Description

32.1

**

Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

32.2

**

Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

**

XBRL Instance Document

101.SCH

**

XBRL Taxonomy Extension Schema

101.CAL

**

XBRL Taxonomy Extension Calculation

101.DEF

**

XBRL Extension Definition

101.LAB

**

XBRL Taxonomy Extension Label

101.PRE

**

XBRL Taxonomy Extension Presentation

 

 

 

*

Incorporated by reference to previously filed exhibits.

**

Filed herewith.

 

 

 


 


SIGNATURESSIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

THE JONES FINANCIAL COMPANIES, L.L.L.P.

 

 

 

By:

 

/s/ Penny Pennington

 

 

Penny Pennington

 

 

Managing Partner (Principal Executive Officer)

 

 

August 10, 2020May 7, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

 

Signatures

 

Title

 

Date

 

 

 

 

 

/s/ Penny Pennington

 

Managing Partner

(Principal Executive Officer)

 

August 10, 2020May 7, 2021

Penny Pennington

 

 

 

 

 

/s/ Kevin D. Bastien

 

Chief Financial Officer

(Principal Financial and

Accounting Officer)

 

August 10, 2020May 7, 2021

Kevin D. Bastien

 

 

 

 

4436