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 1934For 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
Form 10-Q Index
PART I. FINANCIAL INFORMATION
PAGE |
|
Item 1. Financial Statements Condensed Consolidated Statements of Financial Condition -- |
3 |
Condensed Consolidated Statements of Operations (Unaudited) -- |
4 |
Condensed Consolidated Statements of Cash Flows (Unaudited) -- |
5 |
Notes to Condensed Consolidated Financial Statements |
6 - 10 |
Item 2. Management's Discussion and Analysis of Financial Condition and |
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
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 |
Six Months Ended |
|||||
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
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 |
Six Months Ended |
||||
(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 |
Six Months Ended |
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 |
Six Months Ended |
|||||||||||||||||||||||||||||||||
(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
|
|
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.
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
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 |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans |
Maximum |
|||||
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.
Page 23
Item 6. Exhibit(s) and Report(s) on Form 8-K
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.
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.
Page 24
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 |
Date: August 9, 2004 |
By: /s/ James M. Zemlyak James M. Zemlyak |
Page 25