UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-9305

 

STIFEL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

DELAWARE

43-1273600

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

501 N. Broadway, St. Louis, Missouri

63102-2188

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

314-342-2000

__________________________________________________________________

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant is an accelerated filer as defined in Exchange Act Rule 12b-2. Yes x No ¨

Shares of common stock, par value $0.15, outstanding at August 2, 2004: 7,425,469.

Page 1


 

 

Stifel Financial Corp.
Form 10-Q Index

June 30, 2004

PART I. FINANCIAL INFORMATION

 

PAGE

Item 1. Financial Statements

Condensed Consolidated Statements of Financial Condition --
June 30, 2004 (Unaudited) and December 31, 2003 (Audited)

3

Condensed Consolidated Statements of Operations (Unaudited) --
Three and Six Months Ended June 30, 2004 and 2003

4

Condensed Consolidated Statements of Cash Flows (Unaudited) --
Six Months Ended June 30, 2004 and 2003

5

Notes to Condensed Consolidated Financial Statements

6 - 10

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

11 - 21

Item 3. Quantitative and Qualitative Disclosures about Market Risk

22

Item 4. Controls and Procedures

22

 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

23

Item 2. Changes in Securities, Use of Proceeds, and Issuer Repurchases of Equity Securities

23

Item 6. Exhibit(s) and Report(s) on Form 8-K

24

Signatures

25

Page 2


 

 

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

STIFEL FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except par values and share amounts)

June 30, 2004

December 31, 2003

(Unaudited)

(Audited)

ASSETS

   

Cash and cash equivalents

$ 51,725

$ 12,236

Cash segregated for the exclusive benefit of customers

6

5

Receivables from brokers and dealers:

 

Securities failed to deliver

6,755

1,782

Deposits paid for securities borrowed

20,207

22,983

Clearing organizations

7,311

10,213

 

34,273

34,978

Receivables from customers, net of allowance for doubtful

receivables of $76 and $82, respectively

239,126

255,499

Securities owned, at fair value

16,540

14,725

Securities owned and pledged, at fair value

16,144

9,690

Investments

33,732

33,427

Membership in exchanges

319

328

Office equipment and leasehold improvements, at cost, net of allowances for

depreciation and amortization of $21,554 and $20,694, respectively

6,570

6,606

Goodwill

3,310

3,310

Loans and advances to investment executives and other employees, net of

allowance for doubtful receivables from former employees of $780 and $1,397, respectively

16,033

15,902

Deferred tax asset

5,943

5,525

Other assets

18,313

19,788

Total Assets

$442,034

$412,019

LIABILITIES AND STOCKHOLDERS' EQUITY

   

Liabilities

   

Short-term borrowings from banks

$ 36,650

$ 5,650

Payables to brokers and dealers:

   

Securities failed to receive

6,219

1,688

Deposits received from securities loaned

100,923

116,986

Clearing organizations

4,090

6,043

 

111,232

124,717

Payables to customers

49,369

44,103

Securities sold, but not yet purchased, at fair value

6,373

6,039

Drafts payable

17,310

20,596

Accrued employee compensation

20,245

26,034

Obligations under capital leases

98

192

Accounts payable and accrued expenses

18,892

21,800

Debenture to Stifel Financial Capital Trust I

34,500

34,500

Other

24,598

24,598

319,269

308,229

Liabilities subordinated to claims of general creditors

3,047

3,745

Stockholders' Equity

   

Preferred stock -- $1 par value; authorized 3,000,000 shares; none issued

- -

- -

Common stock -- $0.15 par value; authorized 30,000,000 shares;

issued 7,675,781 shares

1,151

1,151

Additional paid-in capital

61,937

56,940

Retained earnings

62,372

51,168

 

125,460

109,259

Less:

   

Treasury stock, at cost, 212,820 and 608,640 shares, respectively

3,866

7,235

Unearned employee stock ownership plan shares, at cost, 146,412 and 154,545

shares, respectively

1,876

1,979

Total Stockholders' Equity

119,718

100,045

Total Liabilities and Stockholders' Equity

$442,034

$412,019

See Notes to Condensed Consolidated Financial Statements.

Page 3


STIFEL FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)

 

 

Three Months Ended
June 30,

Six Months Ended
June 30,

 

2004

2003

2004

2003

REVENUES

       

Commissions

$ 22,008

$ 22,300

$ 49,042

$ 38,535

Investment banking

13,346

10,764

30,332

19,351

Principal transactions

11,535

10,335

23,778

20,151

Asset management and service fees

9,058

6,728

17,688

12,970

Interest

3,086

3,024

6,084

6,189

Other

1,437

395

2,081

446

Total revenues

60,470

53,546

129,005

97,642

Less: Interest expense

1,059

1,294

2,144

2,657

Net revenues

59,411

52,252

126,861

94,985

         

NON-INTEREST EXPENSES

       

Employee compensation and benefits

38,241

35,225

83,365

64,914

Occupancy and equipment rental

5,230

4,798

10,203

9,565

Communications and office supplies

2,368

2,651

4,915

5,408

Commissions and floor brokerage

918

829

1,722

1,518

Other operating expenses

4,332

4,561

8,534

8,187

Total non-interest expenses

51,089

48,064

108,739

89,592

Income before income taxes

8,322

4,188

18,122

5,393

Provision for income taxes

3,287

1,690

6,213

2,173

Net income

$ 5,035

$ 2,498

$ 11,909

$ 3,220

         

Earnings per share:

       

Basic

$ 0.68

$ 0.36

$ 1.64

$ 0.47

Diluted

$ 0.54

$ 0.31

$ 1.30

$ 0.40

Average common equivalent

shares outstanding:

       

Basic

7,354

6,926

7,281

6,915

Diluted

9,302

8,138

9,175

8,046

 

See Notes to Condensed Consolidated Financial Statements.

Page 4


STIFEL FINANCIAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)(In thousands)

Six Months Ended

 

June 30, 2004

June 30, 2003

CASH FLOWS FROM OPERATING ACTIVITIES

   

Net income

$ 11,909

$ 3,220

Noncash and nonoperating items included in earnings:

   

Depreciation and amortization

1,433

1,658

Amortization of notes receivable

3,023

2,903

(Gain) losses on investments

(909)

118

Deferred items

171

733

Amortization of stock units and stock benefits

3,726

1,756

 

19,353

10,388

Decrease (increase) in assets:

   

Operating receivables

17,078

13,049

Cash segregated for the exclusive benefit of customers

(1)

22

Securities owned, including those pledged

(8,269)

1,704

Loans and advances to investment executives and other employees

(3,154)

(869)

Other assets

1,412

(3,762)

Increase (decrease) in liabilities:

   

Operating payables

7,813

(20,474)

Securities sold, but not yet purchased

334

1,454

Drafts payable, accrued employee compensation, and accounts payable

and accrued expenses

(12,244)

(5,660)

Cash Flows From Operating Activities

22,322

(4,148)

CASH FLOWS FROM INVESTING ACTIVITIES

   

Proceeds from sale of investments

2,583

176

Payments for:

Acquisition of office equipment and leasehold improvements

(1,325)

(1,456)

Acquisition of investments

(1,980)

(1,768)

Cash Flows From Investing Activities

(722)

(3,048)

CASH FLOWS FROM FINANCING ACTIVITIES

   

Short-term borrowings, net

31,000

(27,100)

Securities loaned

(16,032)

36,072

Proceeds from:

Reissuance of treasury stock

6,837

2,170

Payments for:

   

Purchase of stock for treasury

(3,124)

(584)

Reduction of subordinated debt

(698)

(710)

Principal payments under capital lease obligation

(94)

(186)

Cash Flows From Financing Activities

17,889

9,662

Increase in cash and cash equivalents

39,489

2,466

Cash and cash equivalents - beginning of period

12,236

13,885

Cash and Cash Equivalents - end of period

$ 51,725

$ 16,351

Supplemental disclosure of cash flow information:

   

Income tax payments

$ 7,494

$ 2,304

Interest payments

$ 2,944

$ 2,659

Schedule of noncash investing and financing activities:

   

Employee stock ownership plan

$ 103

$ 104

Stock units, net of forfeitures

$ 4,697

$ 3,929

See Notes to Condensed Consolidated Financial Statements.

Page 5


STIFEL FINANCIAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - REPORTING POLICIES

Basis of Presentation

The condensed consolidated financial statements include the accounts of Stifel Financial Corp. and its subsidiaries (collectively referred to as the "Company"). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management considers its significant estimates, which are most susceptible to change, to be the fair value of investments, the accrual for litigation, the reserve for uncollectibility of broker notes, and interim incentive compensation accruals. Actual results could differ from those estimates.

Where appropriate, prior period's financial information has been reclassified to conform to the current period presentation.

Comprehensive Income

The Company has no components of other comprehensive income; therefore comprehensive income equals net income.

Stock-Based Compensation Plans

The Company applies APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its plans. As a result, no stock-based employee compensation cost is reflected in net income, as all options grants under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Had compensation cost for the Company's stock-based compensation plans been determined based on the fair value at the grant dates for awards under the Fixed Stock Option and the Employee Stock Purchase Plans consistent with the method of Financial Accounting Standards Board ("FASB") Statement No. 123, "Accounting for Stock-Based Compensation," the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):

Page 6


 

 

Three Months Ended
June 30,

Six Months Ended
June 30,

(in thousands, except per share amounts)

2004

2003

2004

2003

Net Income:

       

As reported

$ 5,035

$ 2,498

$ 11,909

$ 3,220

Stock-based employee compensation

expense determined under a fair value method for all awards, net of income taxes (1)

 

(140)

 

(230)

 

(282)

 

(457)

Pro forma

$ 4,895

$ 2,268

$ 11,627

$ 2,763

Basic earnings per share:

       

As reported

$0.68

$0.36

$1.64

$0.47

Pro forma

$0.67

$0.33

$1.60

$0.40

Diluted earnings per share:

       

As reported

$0.54

$0.31

$1.30

$0.40

Pro forma

$0.53

$0.28

$1.27

$0.34

(1) In 2004, the Company amended its Employee Stock Purchase Plan ("ESPP") and under the provisions of FASB Statement No. 123, the amended plan is considered non-compensatory. In 2003, the ESPP was considered compensatory and a pro-forma adjustment of $118 and $236 for the three- and six-months ended, respectively, were included above.

Recent Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"), an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 was immediately effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 were to originally be applied as of July 1, 2003. However, the FASB subsequently issued numerous FASB Staff Positions attempting to clarify and improve the application of FIN 46, one of which deferred the effective date of FIN 46 to the fourth quarter of 2003. In December 2003, the FASB issued FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities ("FIN 46R"), which clarifies the definition of a variable interest, exempts entities that are businesses from its scope, and partially delays the effective date of FIN 46 for certain entities. The delay notwithstanding, public companies were required to apply either FIN 46 or FIN 46R to special purpose entities ("SPEs"), as defined, no later than the first reporting period ending after December 15, 2003 (December 31, 2003 for the Company). FIN 46R also was required to be applied to all variable interest entities that are not SPEs no later than the end of the first reporting period ending after March 15, 2004.

The Company's wholly owned subsidiary, Stifel Financial Capital Trust I (the "Trust"), is considered an SPE. As of December 31, 2003, the Company elected to apply the provisions of FIN 46R to the Trust. The adoption resulted in the deconsolidation of the Trust and the retroactive reclassification of the obligation from the preferred trust offering from the caption "Guaranteed preferred beneficial interest in subordinated debt securities" to "Debenture to Stifel Financial Capital Trust I" in the consolidated statements of financial condition. Other than the retroactive reclassification, the adoption of FIN 46R, as it relates to the Trust, did not have an impact on the Company's consolidated statements of operations, stockholders' equity, or cash flows. At March 31, 2004, the Company adopted FIN 46R for its remaining variable interest entities that are not SPEs. This adoption did not have an impact on the Company's consolidated interim financial statements.

Page 7


NOTE B - NET CAPITAL REQUIREMENT

The Company's principal subsidiary, Stifel, Nicolaus & Company, Incorporated ("SN & Co."), is subject to the Uniform Net Capital Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the "Rule"), which requires the maintenance of minimum net capital, as defined. SN & Co. has elected to use the alternative method permitted by the Rule which requires maintenance of minimum net capital equal to the greater of $250,000 or 2 percent of aggregate debit items arising from customer transactions, as defined. The Rule also provides that equity capital may not be withdrawn and cash dividends may not be paid if resulting net capital would be less than 5 percent of aggregate debit items.

At June 30, 2004, SN & Co. had minimum required net capital of $5,043,096. The Company's net capital was well in excess of minimum required net capital.

NOTE C - SHORT-TERM BORROWINGS FROM BANKS

On June 30, 2004, the Company increased it borrowings from banks by $35.0 million to finance underwriting transactions on July 1, 2004. All transactions were settled on July 1, 2004 and the short-term borrowings were repaid.

NOTE D - LEGAL PROCEEDINGS

The Company is a defendant in several lawsuits and arbitrations which arose from its business activities. Some of these lawsuits and arbitrations claim substantial amounts including punitive damage claims. Although the ultimate outcome of these actions cannot be ascertained at this time and the results of legal proceedings cannot be predicted with certainty, management, based on its understanding of the facts, its consultation with outside counsel and after consideration of amounts provided for in the accompanying financial statements with respect to these matters, does not believe the ultimate resolution of these matters will have a material adverse effect on the Company's consolidated financial condition and results of operations. It is reasonably possible that certain of these lawsuits and arbitrations could be resolved in the next year, and management does not believe such resolutions will result in losses materially in excess of the amounts previously provided.

NOTE E - SEGMENT REPORTING

The Company's reportable segments include Private Client Group, Equity Capital Markets, Fixed Income Capital Markets and Other. Prior periods' financial information has been reclassified to conform with the current period presentation. The Private Client Group segment includes branch offices and independent contractor offices of the Company's broker-dealer subsidiaries located throughout the U.S., primarily in the Midwest. These branches provide securities brokerage services, including the sale of equities, mutual funds, fixed income products, and insurance, to their private clients. The Equity Capital Markets segment includes corporate finance management and participation in underwritings (exclusive of sales credits, which are included in the Private Client Group segment), mergers and acquisitions, institutional sales, trading, research, and market making. Fixed Income Capital Markets segment includes public finance, institutional sales, and competitive underwriting and trading. The " Other" segment includes clearing revenue, interest income from stock borrowing activities, unallocated interest expense, interest income and gains and losses from investments held, and all unallocated overhead cost associated with the execution of orders; processing of securities transactions; custody of client securities; receipt, identification, and delivery of funds and securities; compliance with regulatory and legal requirements; internal financial accounting and controls; and general administration.

Page 8


Intersegment net revenues and charges are eliminated between segments. The Company evaluates the performance of its segments and allocates resources to them based on various factors, including prospects for growth, return on investment, and return on revenues. The Company has not disclosed asset information by segment, as the information is not produced internally on a regular basis.

Information concerning operations in these segments of business is as follows:

(in thousands)

Three Months Ended
June 30,

Six Months Ended
June 30,

Net Revenues

2004

2003

2004

2003

Private Client Group

$ 44,641

$ 41,267

$ 96,775

$ 74,369

Equity Capital Markets

9,199

7,210

20,053

12,823

Fixed Income Capital Markets

4,201

3,280

8,084

7,124

Other

1,370

495

1,949

669

Total Net Revenues

$ 59,411

$ 52,252

$ 126,861

$ 94,985

Operating Contribution

       

Private Client Group

$ 11,164

$ 8,711

$ 25,345

$ 12,914

Equity Capital Markets

2,942

1,363

6,509

1,985

Fixed Income Capital Markets

593

367

946

1,340

Other/ Unallocated Overhead

(6,377)

(6,253)

(14,678)

(10,846)

Income before income taxes

$ 8,322

$ 4,188

$ 18,122

$ 5,393

NOTE F - EARNINGS PER SHARE ("EPS")

Basic EPS is calculated by dividing net income by the weighted-average number of common shares outstanding. Diluted EPS is similar to basic EPS but adjusts for the effect of potential common shares.

The components of the basic and diluted EPS calculations for the three and six months ended June 30, are as follows:

   

Three Months Ended
June 30,

Six Months Ended
June 30,

(in thousands, except per share amounts)

2004

2003

2004

2003

Income Available to Common Stockholders

       

Net Income

$ 5,035

$ 2,498

$ 11,909

$ 3,220

Weighted Average Shares Outstanding

       

Basic Weighted Average Shares Outstanding

7,354

6,926

7,281

6,915

Effect of dilutive securities from employee

benefit plans

1,948

1,212

1,894

1,131

Diluted Weighted Average Shares Outstanding

9,302

8,138

9,175

8,046

Basic Earnings per share

$ 0.68

$ 0.36

$ 1.64

$ 0.47

Diluted Earnings per share

$ 0.54

$ 0.31

$ 1.30

$ 0.40

Page 9


 

NOTE G - INCOME TAXES

The effective tax rates for the three-months and six-months ended June 30, 2004 were 39.5%, and 34.3% respectively, compared with 40.4% and 40.3% for the three-months and six-months ended June 30, 2003, respectively. The change is due to a $1.0 million tax benefit recorded in the 2004 first quarter resulting from the settlement of a state tax matter covering a number of years. Excluding the $1.0 million tax benefit, the Company's effective tax rate for the six-month period ending June 30, 2004 was 39.8%.

 

******

Page 10


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

Forward-Looking Statements

The Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of federal securities laws. Words such as "anticipates," "estimates," "believes," "expects" and similar expressions or words are intended to identify forward-looking statements made on behalf of the Company. Actual results are subject to risks and uncertainties, including both those specific to the Company and those specific to the industry, which could cause results to differ materially from those contemplated. The risks and uncertainties include, but are not limited to, general economic conditions, actions of competitors, regulatory actions, changes in legislation and technology changes and other risks and uncertainties set forth in reports and other documents filed with the Securities and Exchange Commission from time to time. Undue reliance should not be placed on the forward-looking sta tements, which speak only as of the date of this Quarterly Report. The Company does not undertake any obligation to publicly update any forward-looking statements.

Critical Accounting Policies and Estimates

For a description of critical accounting policies and estimates, including those that involve varying degrees of judgment, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2003. In addition, see Note A of Notes to consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2003 for a more comprehensive listing of significant accounting policies.

In addition to those estimates referred to above, the Company's employee compensation and benefit expense for interim periods is impacted by estimates and assumptions. A substantial portion of the Company's employee compensation and benefits expense represents discretionary bonuses, generally determined and paid at year-end. The Company estimates the interim periods discretionary bonus expense based upon individual departmental profitability and total Company pre-tax profits and accrues accordingly.

Business & Economic Environment

Despite strong corporate earnings and improved economic conditions, investors' confidence and enthusiasm in the equity markets cooled in the quarter ended June 30, 2004. Uncertainty generated by continued threats of terrorism abroad, increased oil prices, the war in Iraq, inflation, rising interest rates, and the upcoming presidential election, quelled the investor appetite for equity products.

The key indicators of the market's performance, the Dow Jones Industrial Average, the Standard & Poor's 500 Index, and the NASDAQ composite were indicative of the market's susceptibility to volatility and uncertainty. At June 30, 2004, these indices were up 0.8%, 1.3%, and 2.7% respectively over their March 31, 2004 close, but were up 16%, 17% and 26%, respectively over their June 30, 2003 close. Given the existence of these uncertainties in the current economic environment, the results for the first six months of 2004 are not necessarily indicative of the full year results.

Page 11


Results of Operations

Total Company - Six months ended June 2004 as compared to six months ended June 2003

June-04

June-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 72,820

57.4%

24%

$ 58,686

61.8%

Investment banking

30,332

23.9%

57%

19,351

20.4%

Asset management and service fees

17,688

13.9%

36%

12,970

13.7%

Interest

6,084

4.8%

-2%

6,189

6.5%

Other

2,081

1.7%

367%

446

0.4%

Total Revenues

129,005

101.7%

32%

97,642

102.8%

Less: Interest expense

2,144

1.7%

-19%

2,657

2.8%

Net Revenues

126,861

100.0%

34%

94,985

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

83,365

65.7%

28%

64,914

68.3%

Occupancy and equipment rental

10,203

8.0%

7%

9,565

10.1%

Communications and office supplies

4,915

3.9%

-9%

5,408

5.7%

Commissions and floor brokerage

1,722

1.4%

13%

1,518

1.6%

Other operating expenses

8,534

6.7%

4%

8,187

8.6%

Total Non-interest expenses

108,739

85.7%

21%

89,592

94.3%

Income before income taxes

18,122

14.3%

236%

5,393

5.7%

Provision for Income Taxes

6,213

4.9%

186%

2,173

2.3%

Net Income

$ 11,909

9.4%

270%

$ 3,220

3.4%

The Company recorded record net income of $11.9 million, or $1.30 per diluted share on net revenues of $126.9 million for the six months ended June 30, 2004 compared to net income of $3.2 million, or $0.40 per diluted share, on net revenues of $95.0 million for the same period one year earlier. Net income for the six-month period ended June 30, 2004 included a $1.0 million tax benefit, or $0.11 per diluted share, resulting from the settlement in the first quarter of a state tax matter covering a number of years.

The Company's results for the first six months of 2004 as compared to the same period in 2003 were attributed to the strong equity markets for both the Private Client Group and Equity Capital Markets segments as evidenced by a 24% increase in revenues from commissions and principal transactions which increased to $72.8 million. As stated previously, the Dow Jones Industrial Average, the Standard & Poor's 500 Index and the NASDAQ composite were up 16%, 17% and 26%, respectively, over their June 30, 2003 close.

Investment banking revenues increased 57% to $30.3 million due principally to an increase in lead and co-managed equity, debt, closed-end funds, and trust preferred offerings.

Asset management and service fees increased 36% to $17.7 million primarily as a result of increased wrap fees and increased fees for account handling and processing.

Other income increased principally as a result of an increase in gains on investments.

Total non-interest expenses increased 21% to $108.7 million principally from an increase in variable employee compensation and benefits as expected. Income before income taxes increased by a greater percentage than net revenues, demonstrating the leverage in production within the Company.

Page 12


Total Company - Three months ended June 2004 as compared to three months ended June 2003

,

June-04

June-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 33,543

56.5%

3%

$ 32,635

62.5%

Investment banking

13,346

22.5%

24%

10,764

20.6%

Asset management and service fees

9,058

15.2%

35%

6,728

12.9%

Interest

3,086

5.2%

2%

3,024

5.8%

Other

1,437

2.4%

264%

395

0.7%

Total Revenues

60,470

101.8%

13%

53,546

102.5%

Less: Interest expense

1,059

1.8%

-18%

1,294

2.5%

Net Revenues

59,411

100.0%

14%

52,252

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

38,241

64.4%

9%

35,225

67.4%

Occupancy and equipment rental

5,230

8.8%

9%

4,798

9.2%

Communications and office supplies

2,368

4.0%

-11%

2,651

5.1%

Commissions and floor brokerage

918

1.5%

11%

829

1.6%

Other operating expenses

4,332

7.3%

-5%

4,561

8.7%

Total Non-interest expenses

51,089

86.0%

6%

48,064

92.0%

Income before income taxes

8,322

14.0%

99%

4,188

8.0%

Provision for Income Taxes

3,287

5.5%

94%

1,690

3.2%

Net Income

$ 5,035

8.5%

102%

$ 2,498

4.8%

Except as noted in the following discussion of variances for the total Company and the ensuing segment results, the underlying reasons for the three month variances to the prior period are substantially the same as the comparative six month discussion and the statements contained in that discussion also apply for the three month discussion.

For the second quarter of 2004, the Company recorded net income of $5.0 million, or $0.54 per diluted share on net revenues of $59.4 million compared to net income of $2.5 million, or $0.31 per diluted share, on net revenues of $52.3 million for the comparable quarter of 2003.

Commissions and principal transactions increased 3% to $33.5 million principally due to improved equity markets albeit subdued from the immediately preceding quarter as investor confidence cooled.

Investment banking revenues increased 24% to $13.3 million, resulting principally from an increase in corporate finance advisory fees and underwriting participation fees and an increase in municipal finance fees and commissions.

Non-interest expenses increased 6% to $51.1 million principally from increased variable employee compensation and benefits as production and profitability increased. As a result of this increase, together with a correspondingly higher percentage increase of 14% in net revenues, income before income taxes increased 99% to $8.3 million.

Page 13


Segments Analysis

The Company's reportable segments include the Private Client Group, Equity Capital Markets, Fixed Income Capital Markets, and Other. Prior periods' financial information has been reclassified to conform with the current period presentation. The Private Client Group segment includes branch offices and independent contractor offices of the Company's broker-dealer subsidiaries located throughout the U.S., primarily in the Midwest. These branches provide securities brokerage services, including the sale of equities, mutual funds, fixed income products, and insurance, to their private clients. The Equity Capital Markets segment includes corporate finance management and participation in underwritings (exclusive of sales credits, which are included in the Private Client Group segment), mergers and acquisitions, institutional sales, trading, research, and market-making. The Fixed Income Capital Markets segment includes public finance, institutional sales and c ompetitive underwriting, and trading. The "Other" segment includes clearing revenue, interest income from stock borrowing activities, unallocated interest expense, interest income and gains and losses from investments held, and all unallocated overhead cost associated with the execution of orders; processing of securities transactions; custody of client securities; receipt, identification, and delivery of funds and securities; compliance with regulatory and legal requirements; internal financial accounting and controls; and general administration.

The Company defines income before income taxes as net revenues (total revenues less interest expense) less non-interest expenses of the segment.

Results of Operations for Private Client Group - Six Months

The following table presents consolidated information for the Private Client Group segment for the respective periods indicated.

June-04

June-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commission and principal transactions

$ 67,742

70.0%

29%

$ 52,578

70.7%

Investment banking

7,923

8.2%

32%

5,989

8.1%

Asset management and service Fees

17,678

18.3%

37%

12,874

17.3%

Interest

4,818

5.0%

-4%

5,000

6.7%

Other

227

0.2%

n/a

-

0.0%

Total Revenues

98,388

101.7%

29%

76,441

102.8%

Less: Interest expense

1,613

1.7%

-22%

2,072

2.8%

Net Revenues

96,775

100.0%

30%

74,369

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

56,360

58.2%

27%

44,495

59.8%

Occupancy and equipment rental

5,725

5.9%

6%

5,387

7.2%

Communications and office supplies

2,747

2.8%

-15%

3,227

4.3%

Commissions and floor brokerage

1,346

1.4%

29%

1,044

1.4%

Other operating expenses

5,252

5.5%

-28%

7,302 ,

9.8%

Total Non-interest expenses

71,430

73.8%

16%

61,455

82.6%

Income before income taxes

25,345

26.2%

96%

12,914

17.4%

Page 14


 

The Private Client Group net revenues increased 30% to $96.8 million principally due to increased commissions and principal transactions as a result of improved market conditions for equity based products. In addition, commissions from investment banking increased due to the increased number of lead or co-managed transactions (see "Results of Operation for Equity Capital Markets - Six Months).

Asset management and service fees increased principally due to increased wrap fees, which are billed based upon the value of assets maintained in customer accounts. Assets under management increased due to improved market conditions in conjunction with an increase in the number of managed accounts.

Assets Under Management

June 30, 2004

March 31, 2004

June 30, 2003

March 31, 2003

Value

$ 1,384,060,000

$ 1,171,716,000

$ 771,474,000

$ 746,737,000

Number of accounts

7,599

6,816

5,977

5,898

Interest revenues declined as a result of decreased borrowings by customers along with decreased rates charged on those borrowings. Interest expense declined at a greater rate resulting from increased utilization of stock lending to finance customer borrowings, which bear a lower interest rate than bank loans.

Non-interest expenses, principally variable employee compensation and benefits increased in conjunction with increased revenue production. Employee compensation and benefits includes transition pay, principally upfront notes and accelerated payouts in connection with the Company's expansion efforts. Excluding transition pay of $4.2 million and $3.9 million from the six months ended June 30, 2004 and 2003, respectively, compensation, as a percentage of net revenues was 53.5% and 54.6% respectively.

As a result of the 30% increase in net revenues and the leverage in increased production, income before income taxes for the Private Client Group increased 96% to $25.3 million.

Results of Operations for Private Client Group - Three Months

The following table presents consolidated information for the Private Client Group segment for the respective periods indicated.

June-04

June-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 31,204

69.9%

5%

$ 29,596

71.7%

Investment banking

2,589

5.8%

-28%

3,573

8.7%

Asset management and service fees

9,053

20.3%

36%

6,655

16.1%

Interest

2,388

5.3%

-2%

2,440

5.9%

Other

188

0.4%

n/a

-

0.0%

Total Revenues

45,422

101.7%

7%

42,264

102.4%

Less: Interest expense

781

1.7%

-22%

997

2.4%

Net Revenues

44,641

100.0%

8%

41,267

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

25,950

58.1%

7%

24,204

58.7%

Occupancy and equipment rental

2,836

6.4%

7%

2,655

6.4%

Communications and office supplies

1,313

2.9%

-21%

1,660

4.0%

Commissions and floor brokerage

789

1.8%

34%

589

1.4%

Other operating expenses

2,589

5.8%

-25%

3,448

8.4%

Total Non-interest expenses

33,477

75.0%

3%

32,556

78.9%

Income before income taxes

11,164

25.0%

28%

8,711

21.1%

Page 15


The Private Client Group net revenues increased 8% to $44.6 million.

Commissions and principal transactions increased as a result of improved market conditions for equity based products.

Investment banking revenues declined as a result of a decrease in the number and commissions paid on underwritings (see Results of Operations for Equity Capital Markets - Three Months).

Non-interest expenses, principally employee compensation and benefits increased in conjunction with increased revenue production. Employee compensation and benefits includes transition pay, principally upfront notes and accelerated payouts in connection with the Company's expansion efforts. Excluding transition pay of $2.1 million and $1.9 million from the three months ended June 30, 2004 and 2003, respectively, compensation, as a percentage of net revenues was 52.7% and 54.1% respectively.

Other operating expenses decreased $859,000 principally resulting from a decrease in settlement payments for litigation and a decrease in the provision for doubtful collection of notes from former employees.

As a result of the 8% increase in net revenues and the leverage in increased production, income before income taxes for the Private Client Group increased 28% to $11.2 million.

Results of Operations for Equity Capital Markets - Six Months

The following table presents consolidated information for the Equity Capital Markets segment for the respective periods indicated.

June-04

June-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 4,832

24.1%

22%

$ 3,977

31.0%

Investment banking

14,847

74.0%

75%

8,504

66.3%

Other

477

2.4%

-1%

501

3.9%

Total Revenues

20,156

100.5%

55%

12,982

101.2%

Less: Interest expense

103

0.5%

-35%

159

1.2%

Net Revenues

20,053

100.0%

56%

12,823

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

11,323

56.5%

30%

8,707

67.9%

Occupancy and equipment rental

610

3.0%

2%

599

4.7%

Communications and office supplies

953

4.8%

-3%

981

7.6%

Commissions and floor brokerage

308

1.5%

-27%

420

3.3%

Other operating expenses

350

1.7%

168%

131

1.0%

Total Non-interest expenses

13,544

67.5%

25%

10,838

84.5%

Income before income taxes

6,509

32.5%

228%

1,985

15.5%

Net revenues increased 56% principally due to increased underwriting activity resulting from an increase in lead and co-managed offerings due to improved equity markets. During the first six months of 2004, the Equity Capital Markets group led or co-managed 40 equity, debt, closed end funds or trust preferred offerings compared to 26 such offerings in the same period in 2003.

Page 16


Employee compensation and benefits, principally variable compensation, increased in conjunction with increased production. Employee compensation and benefits as a percentage of net revenues decreased to 57% as a result of increased productivity.

Other non-interest operating expenses remained relatively unchanged. As a result, income before income taxes increased 228% to $6.5 million.

 

Three Months Ended June 30,

Six Months Ended June 30,

 

2004

2003

2004

2003

Number of Lead or Co-managed offerings

17

19

40

26

Results of Operations for Equity Capital Markets - Three Months

The following table presents consolidated information for the Equity Capital Markets segment for the respective periods indicated.

June-04

June-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 2,292

24.9%

18%

$ 1,939

26.9%

Investment banking

6,725

73.1%

32%

5,082

70.5%

Other

239

2.6%

-8%

261

3.6%

Total Revenues

9,256

100.6%

27%

7,282

101.0%

Less: Interest expense

57

0.6%

-22%

72

1.0%

Net Revenues

9,199

100.0%

28%

7,210

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

4,907

53.3%

4%

4,703

65.2%

Occupancy and equipment rental

333

3.6%

4%

320

4.4%

Communications and office supplies

552

6.0%

15%

478

6.6%

Commissions and floor brokerage

86

0.9%

-60%

213

2.9%

Other operating expenses

379

4.2%

184%

133

2.0%

Total Non-interest expenses

6,257

68.0%

7%

5,847

81.1%

Income before income taxes

2,942

32.0%

116%

1,363

18.9%

Net revenues increased 28% principally due to increased financial advisory fees and underwriting participation fees. Underwriting participation fees, which are recorded in the quarter subsequent to the underwriting, increased as a result of the increased number of underwriting transactions in the first quarter of 2004 over the 2003 first quarter. During the 2004 second quarter, the Equity Capital Markets group lead or co-managed 17 equity, debt, closed end funds or trust preferred offerings compared to 19 such offerings in the 2003 second quarter. Employee compensation and benefits, principally variable compensation, increased slightly, but as a percentage of net revenues decreased to 53% as a result of increased underwriting participation fees, which bear no direct compensation expense. Other non-compensation expenses remained relatively unchanged. As a result, income before income taxes increased 116% to $2.9 million.

Page 17


 

Results of Operations for Fixed Income Capital Markets - Six Months

The following table presents consolidated information for the Fixed Income Capital Markets segment for the respective periods indicated.

June-04

June-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 3,358

41.6%

-12%

$ 3,837

53.9%

Investment banking

4,740

58.6%

44%

3,292

46.2%

Interest

431

5.3%

9%

397

5.6%

Other

15

0.2%

-6%

16

0.2%

Total Revenues

8,544

105.7%

13%

7,542

105.9%

Less: Interest expense

460

5.7%

10%

418

5.9%

Net Revenues

8,084

100.0%

13%

7,124

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

5,915

73.2%

28%

4,634

65.1%

Occupancy and equipment rental

367

4.5%

7%

344

4.8%

Communications and office supplies

419

5.2%

-17%

505

7.1%

Commissions and floor brokerage

70

0.9%

28%

54

0.8%

Other operating expenses

367

4.5%

49%

247

3.4%

Total Non-interest expenses

7,138

88.3%

23%

5,784

81.2%

Income before income taxes

946

11.7%

-29%

1,340

18.8%

Net revenues increased 13% in the first six months of 2004 as compared to the same period in 2003 principally due to an increase of 44% to $4.7 million in investment banking revenues. The number of senior or co-managed offerings increased to 80 in the first six months of 2004 from 63 in the first six months of 2003. Employee compensation and benefits, principally variable compensation, increased 28% over the comparable six month period in 2003, and as a percentage of net revenues increased to 73% from 65% when compared to the same period in 2003, as a result of increased discretionary and productivity related bonuses. Other non-interest expenses remained relatively unchanged. As a result, income before income taxes decreased 29% to $946,000.

 

Three Months Ended June 30,

Six Months Ended June 30,

 

2004

2003

2004

2003

Number of Senior or Co-managed offerings

37

34

80

63

Page 18


 

 

Results of Operations for Fixed Income Capital Markets- Three Months

The following table presents consolidated information for the Fixed Income Capital Markets segment for the respective periods indicated.

June-04

June-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 1,457

34.7%

-22%

$ 1,867

56.9%

Investment banking

2,740

65.2%

93%

1,417

43.2%

Interest

244

5.8%

27%

192

5.9%

Other

9

0.2%

13%

8

0.2%

Total Revenues

4,450

105.9%

28%

3,484

106.2%

Less: Interest expense

249

5.9%

22%

204

6.2%

Net Revenues

4,201

100.0%

28%

3,280

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

2,900

69.0%

26%

2,303

70.2%

Occupancy and equipment rental

189

4.5%

13%

168

5.1%

Communications and office supplies

214

5.1%

-15%

252

7.7%

Commissions and floor brokerage

44

1.1%

62%

27

0.8%

Other operating expenses

261

6.2%

59%

163

5.0%

Total Non-interest expenses

3,608

85.9%

24%

2,913

88.8%

Income before income taxes

593

14.1%

62%

367

11.2%

Net revenues increased 28% in the 2004 second quarter. While the number of senior managed or co-managed offerings remained relatively the same, the size of the offerings and the amount of underwriters discount earned on these offerings increased resulting in an increase in investment banking revenues of 93% to $2.7 million. Employee compensation and benefits as a percentage of net revenues decreased to 69% as a result of increased production. Other non-compensation expenses remained relatively unchanged and as a result, income before income taxes increased 62% to $593,000.

Results of Operations for Other Segment- Six Months

The following table presents consolidated information for the Other segment for the respective periods indicated.

June-04

June-03

(In thousands)

$ Amount

% Incr. / (Decr.)

$ Amount

Revenues:

 

 

Interest

835

6%

791

Other

1,082

n/a

(116)

Total Revenues

1,917

184%

675

Less: Interest expense

(32)

n/a

6

Net Revenues

1,949

191%

669

Non-interest expenses:

 

 

Employee compensation and benefits

9,766

38%

7,078

Other operating expenses

6,861

55%

4,437

Total Non-interest expenses

16,627

44%

11,515

Losses before income tax

(14,678)

35%

(10,846)

Loss before income taxes for the Other segment in the first six months of 2004 when compared to the same period in 2003 increased as a result of an increase in employee compensation and benefits principally due to increased firm profitability and an increase in other operating expenses resulting principally from an increase in litigation settlement charges, as compared to the prior year, which were offset by an increase in other revenue resulting principally from gains on investments.

Page 19


Results of Operations for Other Segment - Three Months

The following table presents consolidated information for the Other Segment for the respective periods indicated.

June-04

June-03

(In thousands)

$ Amount

% Incr. / (Decr.)

$ Amount

Revenues:

 

 

Interest

454

16%

392

Other

889

617%

124

Total Revenues

1,343

160%

516

Less: Interest expense

(27)

n/a

21

Net Revenues

1,370

177%

495

Non-interest expenses:

 

 

Employee compensation and benefits

4,484

12%

4,014

Other operating expenses

3,263

19%

2,734

Total Non-interest expenses

7,747

15%

6,748

Losses before income taxes

(6,377)

2%

(6,253)

Other revenue increased resulting principally from gains on investments. Employee compensation and benefits increased due to increased firm profitability which where offset by a decrease in benefits expense resulting from better than previously provided for utilization of self insured health care. Other non-compensation expenses increased resulting principally from an increase in litigation settlement charges.

Liquidity and Capital Resources

The Company's assets are principally highly liquid, consisting mainly of cash or assets readily convertible into cash. These assets are financed primarily by the Company's equity capital, debenture to Stifel Financial Capital Trust I, short-term bank loans, proceeds from securities lending, and other payables. Changes in securities market volumes, related customer borrowing demands, underwriting activity, and levels of securities inventory affect the amount of the Company's financing requirements.

Management believes the funds from operations and available informal short-term credit arrangements will provide sufficient resources to meet the present and anticipated financing needs.

In the first six months of 2004, the Company purchased $1.3 million in fixed assets, consisting primarily of information technology equipment, leasehold improvements and furniture and fixtures.

During the first six months of 2004, the Company repurchased 129,716 shares of its common stock, under existing board authorizations, at an average price of $24.08 per share, to meet obligations under the Company's employee benefit plans and for general corporate purposes. Under existing board authorizations, the Company is permitted to buy an additional 629,785 shares of its common stock. The Company reissued 525,536 shares of common stock for its employee benefit plans at an average share price of $13.01.

Page 20


The Company sold 330,430 shares of its common stock pursuant to the employee stock purchase plan for $4.7 million and received $1.3 million for 123,510 stock options exercised.

SN & Co., the Company's principal broker-dealer subsidiary, is subject to certain requirements of the United States Securities and Exchange Commission ("SEC") with regard to liquidity and capital requirements. At June 30, 2004, SN & Co. had minimum net capital requirements of $5.0 million. The Company's net capital was well in excess of minimum required net capital.

On June 30, 2004, the Company increased it borrowings from banks by $35.0 million to finance underwriting transactions on July 1, 2004. All transactions were settled on July 1, 2004 and the short-term borrowings were repaid.

Recent Accounting Pronouncements

In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"), an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 was immediately effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 were to originally be applied as of July 1, 2003. However, the FASB subsequently issued numerous FASB Staff Positions attempting to clarify and improve the application of FIN 46, one o f which deferred the effective date of FIN 46 to the fourth quarter of 2003. In December 2003, the FASB issued FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities ("FIN 46R"), which clarifies the definition of a variable interest, exempts entities that are businesses from its scope, and partially delays the effective date of FIN 46 for certain entities. The delay notwithstanding, public companies were required to apply either FIN 46 or FIN 46R to special purpose entities ("SPEs"), as defined, no later than the first reporting period ending after December 15, 2003 (December 31, 2003 for the Company). FIN 46R also was required to be applied to all variable interest entities that are not SPEs no later than the end of the first reporting period ending after March 15, 2004.

The Company's wholly owned subsidiary, Stifel Financial Capital Trust I (the "Trust"), is considered an SPE. As of December 31, 2003, the Company elected to apply the provisions of FIN 46R to the Trust. The adoption resulted in the deconsolidation of the Trust and the retroactive reclassification of the obligation from the preferred trust offering from the caption "Guaranteed preferred beneficial interest in subordinated debt securities" to "Debenture to Stifel Financial Capital Trust I" in the consolidated statements of financial condition. Other than the retroactive reclassification, the adoption of FIN 46R, as it relates to the Trust, did not have an impact on the Company's consolidated statements of operations, stockholders' equity, or cash flows. At March 31, 2004, the Company adopted FIN 46R for its remaining variable interest entities that are not SPEs. This adoption did not have an impact on the Company's consolidated interim financial statements.

Contractual Obligations

The Company's contractual obligations are detailed in the Company's Annual Report on Form 10-K for the year-end December 31, 2003. As of June 30, 2004, the Company's contractual obligations have not materially changed from December 31, 2003.

Page 21


Item 3. Quantitative and Qualitative Disclosure about Market Risk

There have been no material changes from the information provided under "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.

Item 4. Controls and Procedures

The management of the Company, including Mr. Ronald J. Kruszewski as Chief Executive Officer and Mr. James M. Zemlyak as Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as specified in the SEC's rules and forms. Under rules promulgated by the SEC, disclosure controls and procedures are defined as those "controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the [Securities Exchange] Act [of 1934] is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms." Based on the evaluation of the Company's disclosure controls and procedures, it was determined that such controls and procedures were effective as of June 30, 2004.

Further, there were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2004 that have materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Page 22


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is a defendant in several lawsuits and arbitrations which arose from its business activities. Some of these lawsuits and arbitrations claim substantial amounts including punitive damage claims. Although the ultimate outcome of these actions cannot be ascertained at this time and the results of legal proceedings cannot be predicted with certainty, management, based on its understanding of the facts, its consultation with outside counsel and after consideration of amounts provided for in the accompanying financial statements with respect to these matters, does not believe the ultimate resolution of these matters will have a material adverse effect on the Company's consolidated financial condition and results of operations. It is reasonably possible that certain of these lawsuits and arbitrations could be resolved in the next year, and management does not believe such resolutions will result in losses materially in excess of the amounts previously provided.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Issuer Purchases of Equity Securities

The following table summarizes the Company's repurchase activity of its common stock during the second quarter ended June 30, 2004:

 

                   

(Periods)

 

Total Number
of Shares
Purchased

 

Average
Price Paid
per Share

 

Total Number
of Shares
Purchased

as Part of
Publicly
Announced
Plans

 

Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans

April 1, 2004 - April 30, 2004

24,155

$

23.39

24,155

705,829

May 1, 2004 - May 31, 2004

16,600

$

24.41

16,600

689,229

June 1, 2004 - June 30, 2004

59,444

$

26.62

59,444

629,785

 

 

 

 

 

 

Total

100,199

$

25.48

100,199

 

 

 

 

 

 

 

 

The Company has an ongoing authorization, as amended, from the Board of Directors to repurchase it's common stock in the open market or in negotiated transactions. The Company's authorization is for up to 1,350,000 shares, which includes the most recent authorization in May 2002 to purchase an additional 750,000 shares.

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Item 6. Exhibit(s) and Report(s) on Form 8-K

  1. Exhibits:
  2. 11 Statement re computation of per share earnings (set forth in "Note F - Earnings Per Share ("EPS")" of the Notes to Condensed Consolidated Financial Statements (Unaudited))

    31.1 Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2 Certification by the Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.

    32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This exhibit is furnished to the SEC.

  3. Report(s) on Form 8-K:

The Company furnished a report on Form 8-K dated May 5, 2004 with the Commission on May 7, 2004. This Form 8-K contained Item 12. Disclosure of Results of Operation and Financial Condition. The exhibit furnished is the press release of the Company's results for the three months ended March 31, 2004.

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SIGNATURES

Pursuant to the requirement 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.

 

 

STIFEL FINANCIAL CORP.

(Registrant)

Date: August 9, 2004

By: /s/ Ronald J. Kruszewski

Ronald J. Kruszewski
(President and Chief Executive Officer)

Date: August 9, 2004

By: /s/ James M. Zemlyak

James M. Zemlyak
(Principal Financial and Accounting Officer)

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