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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 September 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 November 1, 2004: 9,848,140.

Page 1


Stifel Financial Corp.
Form 10-Q Index

September 30, 2004

PART I. FINANCIAL INFORMATION

 

PAGE

Item 1. Financial Statements

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

3

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

4

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

5

Notes to Condensed Consolidated Financial Statements (Unaudited)

6 - 10

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

11 -22

Item 3. Quantitative and Qualitative Disclosures about Market Risk

23

Item 4. Controls and Procedures

23

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

24

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

24

Item 6. Exhibits

25

Signatures

26

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)

September 30, 2004

December 31, 2003

(Unaudited)

(Audited)

ASSETS

   

Cash and cash equivalents

$ 16,686

$ 12,236

Cash segregated for the exclusive benefit of customers

6

5

Receivables from brokers and dealers:

 

Securities failed to deliver

1,193

1,782

Deposits paid for securities borrowed

14,746

22,983

Clearing organizations

6,354

10,213

 

22,293

34,978

Receivables from customers, net of allowance for doubtful

receivables of $77 and $82, respectively

236,767

255,499

Securities owned, at fair value

24,434

14,725

Securities owned and pledged, at fair value

- -

9,690

 

24,434

24,415

Investments

33,974

33,427

Membership in exchanges

300

328

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

depreciation and amortization of $22,134 and $20,694, respectively

6,486

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 $774 and $1,397, respectively

16,120

15,902

Deferred tax asset

5,833

5,525

Other assets

17,830

18,294

Total Assets

$384,039

$410,525

LIABILITIES AND STOCKHOLDERS' EQUITY

   

Liabilities

   

Short-term borrowings from banks

$ 300

$ 5,650

Drafts payable

16,410

20,596

Payables to brokers and dealers:

Securities failed to receive

2,389

1,688

Deposits received from securities loaned

76,063

116,986

Clearing organizations

5,956

6,043

 

84,408

124,717

Payables to customers

49,136

44,103

Securities sold, but not yet purchased, at fair value

6,290

6,039

Accrued employee compensation

23,907

26,034

Obligations under capital leases

66

192

Accounts payable and accrued expenses

19,052

21,800

Debenture to Stifel Financial Capital Trust I

34,500

34,500

Other

24,598

24,598

258,667

308,229

Liabilities subordinated to claims of general creditors

2,218

2,251

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 10,234,200 and 7,676,781 shares, respectively

1,152

1,152

Additional paid-in capital

63,262

56,939

Retained earnings

66,626

51,168

 

131,040

109,259

Less:

   

Treasury stock, at cost, 353,306 and 608,640 shares, respectively

6,062

7,235

Unearned employee stock ownership plan shares, at cost, 189,793 and 154,545 shares, respectively

1,824

1,979

Total Stockholders' Equity

123,154

100,045

Total Liabilities and Stockholders' Equity

$384,039

$410,525

See Notes to Condensed Consolidated Financial Statements (unaudited).

Page 3


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

 

 

Three Months Ended
September 30,

Nine Months Ended
September 30,

 

2004

2003

2004

2003

REVENUES

Commissions

$ 22,068

$ 21,698

$ 71,110

$ 57,742

Investment banking

11,547

15,402

41,879

34,753

Principal transactions

10,516

12,729

34,685

35,420

Asset management and service fees

8,899

7,329

26,587

20,299

Interest

3,537

3,050

9,621

9,239

Other

251

976

1,941

1,373

Total revenues

56,818

61,184

185,823

158,826

Less: Interest expense

1,123

1,259

3,267

3,916

Net revenues

55,695

59,925

182,556

154,910

         

NON-INTEREST EXPENSES

       

Employee compensation and benefits

35,873

39,355

119,238

104,269

Occupancy and equipment rental

5,089

4,724

15,292

14,289

Communications and office supplies

2,718

2,607

7,633

8,015

Commissions and floor brokerage

970

852

2,692

2,370

Other operating expenses

4,008

3,818

12,542

12,005

Total non-interest expenses

48,658

51,356

157,397

140,948

Income before income taxes

7,037

8,569

25,159

13,962

Provision for income taxes

2,780

3,445

8,993

5,618

Net income

$ 4,257

$ 5,124

$ 16,166

$ 8,344

         

Earnings per share*:

       

Basic

$ 0.44

$ 0.55

$ 1.67

$ 0.90

Diluted

$ 0.35

$ 0.46

$ 1.32

$ 0.77

Weighted average common
equivalent shares outstanding*:

       

Basic

9,709

9,254

9,707

9,235

Diluted

12,320

11,063

12,249

10,877

*All shares and earnings per share amounts reflect the four-for-three stock split distributed in September 2004. (See Note D)

See Notes to Condensed Consolidated Financial Statements (unaudited).

Page 4


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

Nine Months Ended

 

September 30, 2004

September 30, 2003

CASH FLOWS FROM OPERATING ACTIVITIES

   

Net income

$ 16,166

$ 8,344

Noncash items included in earnings:

   

Depreciation and amortization

2,821

2,439

Amortization of notes receivable

4,325

4,265

Gains on investments

(501)

(392)

Deferred items

606

1,794

Amortization of stock units and stock benefits

4,058

2,552

 

27,475

19,002

Decrease (increase) in assets:

   

Operating receivables

31,417

17,930

Cash segregated for the exclusive benefit of customers

(1)

25

Securities owned, including those pledged

(19)

8,240

Loans and advances to investment executives and other employees

(4,543)

(1,251)

Other assets

382

(9,755)

Increase (decrease) in liabilities:

   

Operating payables

3,454

(51,840)

Securities sold, but not yet purchased

251

1,034

Drafts payable, accrued employee compensation, and accounts payable and accrued expenses

(7,666)

(5,092)

Cash Flows From Operating Activities

50,750

(21,707)

CASH FLOWS FROM INVESTING ACTIVITIES

   

Proceeds from sale of investments

3,120

1,935

Payments for:

   

Acquisition of office equipment and leasehold improvements

(1,928)

(1,901)

Acquisition of investments

(3,166)

(3,844)

Cash Flows From Investing Activities

(1,974)

(3,810)

CASH FLOWS FROM FINANCING ACTIVITIES

   

Short-term borrowings, net

(5,350)

(39,000)

Securities loaned

(38,730)

66,297

Reissuance of treasury stock

8,568

2,972

Payments for:
   

Purchase of stock for treasury

(7,990)

(775)

Reduction of subordinated debt

(698)

(710)

Principal payments under capital lease obligation

(126)

(255)

Cash Flows From Financing Activities

(44,326)

28,529

Increase in cash and cash equivalents

4,450

3,012

Cash and cash equivalents - beginning of period

12,236

13,885

Cash and Cash Equivalents - end of period

$ 16,686

$ 16,897

Supplemental disclosure of cash flow information:

   

Income tax payments

$ 8,615

$ 4,030

Interest payments

$ 4,073

$ 3,837

Schedule of noncash investing and financing activities:

   

Employee stock ownership plan

$ 155

$ 156

Stock units, net of forfeitures

$ 5,679

$ 4,828

Liabilities subordinated to claims of general creditors

$ 665

$ 780

See Notes to Condensed Consolidated Financial Statements (unaudited).

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 nine months ended September 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. For further informa tion, 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 periods' 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
September 30,

Nine Months Ended
September 30,

(in thousands, except per share amounts)

2004

2003

2004

2003

Net Income:

       

As reported

$ 4,257

$ 5,124

$ 16,166

$ 8,344

Stock-based employee compensation expense determined under a fair value method for all awards, net of income taxes (1)

(135)

(223)

(411)

(679)

Pro forma

$ 4,122

$ 4,901

$ 15,755

$ 7,665

Basic earnings per share (2):

       

As reported

$0.44

$0.55

$1.67

$0.90

Pro forma

$0.42

$0.53

$1.62

$0.83

Diluted earnings per share (2):

       

As reported

$0.35

$0.46

$1.32

$0.77

Pro forma

$0.34

$0.44

$1.29

$0.70

  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 expense of $118 and $354 for the three- and nine-months ended, respectively, were included above.
  2. All shares and earnings per share amounts reflect the four-for-three stock split distributed in September 2004. (See Note D)

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.

Page 7


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.

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 September 30, 2004, SN & Co. had net capital of $86,022,428, which was 34.55% of its aggregate debit items, and $81,043,001 in excess of the minimum required net capital.

NOTE C - 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 D - COMMON STOCK SPLIT

On August 23, 2004, Stifel Financial Corp. announced a four-for-three stock split. The additional shares were distributed on September 15, 2004, to shareholders on record as of September 1, 2004. Each shareholder received one additional share for every three shares owned. Cash was distributed in lieu of fractional shares. The number of shares outstanding and amounts per share in the condensed consolidated statements of operations and the notes to condensed consolidated financial statements have been restated to give retroactive effect to the stock split.

Page 8


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.

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
September 30,

Nine Months Ended
September 30,

Net Revenues

2004

2003

2004

2003

Private Client Group

$ 42,715

$ 43,617

$ 139,490

$ 117,987

Equity Capital Markets

8,444

12,358

28,497

25,182

Fixed Income Capital Markets

3,623

2,974

11,707

10,098

Other

913

976

2,862

1,643

Total Net Revenues

$ 55,695

$ 59,925

$ 182,556

$ 154,910

Operating Contribution

       

Private Client Group

$ 10,384

$ 12,217

$ 35,729

$ 25,131

Equity Capital Markets

2,133

4,279

8,642

6,264

Fixed Income Capital Markets

564

(467)

1,510

872

Other/ Unallocated Overhead

(6,044)

(7,460)

(20,722)

(18,305)

Income before income taxes

$ 7,037

$ 8,569

$ 25,159

$ 13,962

Page 9


 

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 nine months ended September 30, are as follows:

   

Three Months Ended
September 30,

Nine Months Ended
September 30,

(in thousands, except per share amounts)

2004

2003

2004

2003

Income Available to Common Stockholders

       

Net Income

$ 4,257

$ 5,124

$ 16,166

$ 8,344

Weighted Average Shares Outstanding*

       

Basic Weighted Average Shares Outstanding

9,709

9,254

9,707

9,235

Effect of dilutive securities from employee benefit plans

2,611

1,809

2,542

1,642

Diluted Weighted Average Shares Outstanding

12,320

11,063

12,249

10,877

Basic Earnings per share*

$ 0.44

$ 0.55

$ 1.67

$ 0.90

Diluted Earnings per share*

$ 0.35

$ 0.46

$ 1.32

$ 0.77

*All shares and earnings per share amount reflect the four-for-three stock split distributed in September 2004. (See Note D)

NOTE G - INCOME TAXES

The effective tax rates for the three-months and nine-months ended September 30, 2004 were 39.5%, and 35.7% respectively, compared with 40.2% for both the three-months and nine-months ended September 30, 2003. 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 nine-month period ending September 30, 2004 was 39.7%.

******

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 statements, 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

Investor confidence in the equity markets continue to be constrained by continued threats of terrorism abroad, increased oil prices, the war in Iraq, inflation, the uncertainty leading up to the presidential election, and rising interest rates. Since June 30, 2004 the Federal Reserve Board increased the federal funds rate 75 basis points to 1.75%.

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 September 30, 2004, these indices were down 3.4%, 2.3%, and 7.4% respectively over their June 30, 2004 close, but were up 8.7%, 11.9% and 6.2%, respectively over their September 30, 2003 close. Given the existence of these uncertainties in the current economic environment, the results for the first nine months of 2004 are not necessarily indicative of the full year results.

Page 11


 

Results of Operations

Total Company - Nine months ended September 2004 as compared to nine months ended September 2003

September-04

September-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 105,795

58.0%

14%

$ 93,162

60.1%

Investment banking

41,879

22.9%

21%

34,753

22.4%

Asset management and service fees

26,587

14.6%

31%

20,299

13.1%

Interest

9,621

5.3%

4%

9,239

6.0%

Other

1,941

1.0%

41%

1,373

0.9%

Total Revenues

185,823

101.8%

17%

158,826

102.5%

Less: Interest expense

3,267

1.8%

-17%

3,916

2.5%

Net Revenues

182,556

100.0%

18%

154,910

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

119,238

65.3%

14%

104,269

67.3%

Occupancy and equipment rental

15,292

8.4%

7%

14,289

9.2%

Communications and office supplies

7,633

4.2%

-5%

8,015

5.2%

Commissions and floor brokerage

2,692

1.5%

14%

2,370

1.5%

Other operating expenses

12,542

6.8%

4%

12,005

7.8%

Total Non-interest expenses

157,397

86.2%

12%

140,948

91.0%

Income before income taxes

25,159

13.8%

80%

13,962

9.0%

Provision for Income Taxes

8,993

4.9%

60%

5,618

3.6%

Net Income

$ 16,166

8.9%

94%

$ 8,344

5.4%

The Company recorded net income of $16.2 million, or $1.32 per diluted share on net revenues of $182.6 million for the nine months ended September 30, 2004 compared to net income of $8.3 million, or $0.77 per diluted share, on net revenues of $154.9 million for the same period one year earlier. Net income for the nine-month period ended September 30, 2004 included a $1.0 million tax benefit, or $0.08 per diluted share, resulting from the settlement in the first quarter of a state tax matter covering a number of years. The prior year nine month results include a reversal of a $1.2 million charge, net of tax, or approximately $0.11 per diluted share, resulting from the favorable settlement of an arbitration award. All prior year share and earnings per share amounts have been retroactively restated to reflect the four-for-three stock split distributed in September 2004.

The Company's results for the first nine months of 2004 as compared to the same period in 2003 were attributed to the strong equity markets, principally in the first quarter of 2004, for both the Private Client Group and Equity Capital Markets segments as evidenced by a 14% increase in revenues from commissions and principal transactions which increased to $105.8 million. As stated previously, the Dow Jones Industrial Average, the Standard & Poor's 500 Index and the NASDAQ composite were up 8.7%, 11.9% and 6.2%, respectively, over their September 30, 2003 close.

Investment banking revenues increased 21% to $41.9 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 31% to $26.6 million primarily as a result of increased managed account fees and increased fees for account handling and processing.

Page 12


Other revenues increased generally due to gains on sale of investments of $501,000.

Total non-interest expenses increased 12% to $157.4 million for the first nine months of 2004 principally from an increase in variable compensation and benefits as expected. The prior year other operating expenses include the reversal of a $2.0 million charge from the favorable settlement of an arbitration award previously discussed. Excluding the prior year reversal, other operating expenses declined $1.5 million primarily as a result of decreased legal, litigation settlements, and provision for doubtful collection for terminated investment executives. Income before income taxes increased by a greater percentage than net revenues, demonstrating the leverage in production within the Company.

The effective tax rates for the three-months and nine-months ended September 30, 2004 were 39.5%, and 35.7% respectively, compared with 40.2% for both the three-months and nine-months ended September 30, 2003. 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 nine-month period ending September 30, 2004 was 39.7%.

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

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 nine month discussion and the statements contained in that discussion also apply for the three month discussion.

September-04

September-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 32,584

58.5%

-5%

$ 34,427

57.5%

Investment banking

11,547

20.7%

-25%

15,402

25.7%

Asset management and service fees

8,899

16.0%

21%

7,329

12.2%

Interest

3,537

6.4%

16%

3,050

5.1%

Other

251

0.4%

-74%

976

1.6%

Total Revenues

56,818

102.0%

-7%

61,184

102.1%

Less: Interest expense

1,123

2.0%

-11%

1,259

2.1%

Net Revenues

55,695

100.0%

-7%

59,925

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

35,873

64.4%

-9%

39,355

65.7%

Occupancy and equipment rental

5,089

9.1%

8%

4,724

7.9%

Communications and office supplies

2,718

4.9%

4%

2,607

4.4%

Commissions and floor brokerage

970

1.7%

14%

852

1.4%

Other operating expenses

4,008

7.3%

5%

3,818

6.3%

Total Non-interest expenses

48,658

87.4%

-5%

51,356

85.7%

Income before income taxes

7,037

12.6%

-18%

8,569

14.3%

Provision for Income Taxes

2,780

5.0%

-19%

3,445

5.7%

Net Income

$ 4,257

7.6%

-17%

$ 5,124

8.6%

Page 13


For the third quarter of 2004, the Company recorded net income of $4.3 million, or $0.35 per diluted share on net revenues of $55.7 million compared to net income of $5.1 million, or $0.46 per diluted share, on net revenues of $59.9 million for the comparable quarter of 2003. The prior year third quarter results include a reversal of a $1.2 million charge, net of tax, or approximately $0.11 per diluted share, resulting from the favorable settlement of an arbitration award.

Commissions and principal transactions decreased 5% to $32.6 million as investor confidence in the equity markets weakened in the third quarter. Despite the increase in the September 30, 2004 close of key market indicators over their respective September 30, 2003 close, the 2003 third quarter commissions and principal transactions reflected enthusiasm for equity based products as investors surged back into the markets beginning in the second quarter of 2003.

Investment banking revenues decreased 25% to $11.6 million, resulting principally from a decrease in the number of lead or co-managed equity, debt, closed end fund and trust preferred offerings also reflective of the market decline.

Interest revenues increased principally as a result of increased rates charged on customer borrowings. Interest expense declined resulting from increased utilization of stock lending to finance customer borrowings, which bear a lower interest rate than bank loans.

Other revenues decreased 74 % to $251,000 principally as a result of losses on investments.

Non-interest expenses decreased 5% to $48.7 million principally from decreased variable employee compensation and benefits as production and profitability decreased. As a result of the 7% decrease in net revenues and a 5% decrease in non-interest expenses, income before income taxes decreased 18% to $7.0 million.

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.

Page 14


Results of Operations for Private Client Group - Nine Months

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

September-04

September-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commission and principal transactions

$ 97,505

69.9%

16%

$ 84,318

71.5%

Investment banking

10,307

7.4%

14%

9,010

7.6%

Asset management and service fees

26,574

19.1%

32%

20,189

17.1%

Interest

7,489

5.4%

2%

7,373

6.3%

Other

266

0.1%

n/a

-

0.0%

Total Revenues

142,141

101.9%

18%

120,890

102.5%

Less: Interest expense

2,651

1.9%

-9%

2,903

2.5%

Net Revenues

139,490

100.0%

18%

117,987

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

80,759

57.9%

16%

69,772

59.1%

Occupancy and equipment rental

8,582

6.2%

6%

8,130

6.9%

Communications and office supplies

4,244

3.0%

-12%

4,836

4.1%

Commissions and floor brokerage

1,961

1.4%

22%

1,614

1.4%

Other operating expenses

8,215

5.9%

-3%

8,504

7.2%

Total Non-interest expenses

103,761

74.4%

12%

92,856

78.7%

Income before income taxes

35,729

25.6%

42%

25,131

21.3%

The Private Client Group net revenues increased 18% to $139.5 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 - Nine 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

September 30, 2004

June 30, 2004

September 30, 2003

June 30, 2003

Value

$ 1,439,199,000

$ 1,384,060,000

$ 940,591,000

$ 771,474,000

Number of accounts

8,005

7,599

6,237

5,977

Interest revenues increased principally as a result of increased rates charged on customer borrowings. Interest expense declined 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 $6.1 million and $4.8 million from the nine months ended September 30, 2004 and 2003, respectively, compensation, as a percentage of net revenues was 53.5% and 54.2% respectively.

Communication and office supplies decreased 12% principally as a result of improved vendor pricing for network and frame relay services.

Page 15


Other operating expenses declined as a result of a decrease in the provision for doubtful collection for terminated investment executives. The 2003 other operating expenses include the $2.0 million reversal of an arbitration settlement discussed previously.

As a result of the 18% increase in net revenues and the leverage in increased production, income before income taxes for the Private Client Group increased 42% to $35.7 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.

September-04

September-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 29,764

69.6%

-6%

$ 31,740

72.8%

Investment banking

2,384

5.6%

-21%

3,021

6.9%

Asset management and service fees

8,896

20.8%

22%

7,314

16.8%

Interest

2,671

6.3%

13%

2,372

5.4%

Other

39

0.1%

n/a

-

0.0%

Total Revenues

43,754

102.4%

-2%

44,447

101.9%

Less: Interest expense

1,039

2.4%

25%

830

1.9%

Net Revenues

42,715

100.0%

-2%

43,617

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

24,399

57.1%

-4%

25,277

58.0%

Occupancy and equipment rental

2,856

6.7%

4%

2,743

6.3%

Communications and office supplies

1,497

3.5%

-7%

1,609

3.7%

Commissions and floor brokerage

615

1.4%

8%

570

1.3%

Other operating expenses

2,964

7.0%

147%

1,201

2.7%

Total Non-interest expenses

32,331

75.7%

3%

31,400

72.0%

Income before income taxes

10,384

24.3%

-15%

12,217

28.0%

The Private Client Group net revenues for the third quarter 2004 decreased 2.1% to $42.7 million, from the third quarter of 2003.

Commissions and principal transactions decreased as investor confidence in the market conditions for equity-based products cooled in the third quarter.

Investment banking revenues declined as a result of a decrease in the number of lead or co-managed transactions (see Results of Operations for Equity Capital Markets - Three Months).

Non-interest expenses increased 3% to $32.3 million principally resulting from an increase in other operating expenses which increased due to the prior year third quarter reversal of a $2.0 million charge for the favorable settlement of an arbitration award previously discussed, offset by a decrease in employee compensation and benefits which declined due to decreased 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 $1.9 million for both the three months ended September 30, 2004 and 2003, employee compensation and benefits, as a percentage of net revenues was 52.6% and 53.5%, respectively.

As a result of a 2% decrease in net revenues and a 3% increase in non-interest expenses, income before income taxes decreased 15%.

Page 16


Results of Operations for Equity Capital Markets - Nine Months

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

September-04

September-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 6,951

24.4%

20%

$ 5,811

23.1%

Investment banking

21,101

74.0%

13%

18,790

74.6%

Other

604

2.2%

-24%

790

3.1%

Total Revenues

28,656

100.6%

13%

25,391

100.8%

Less: Interest expense

159

0.6%

-24%

209

0.8%

Net Revenues

28,497

100.0%

13%

25,182

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

16,442

57.7%

4%

15,768

62.6%

Occupancy and equipment rental

902

3.2%

-2%

919

3.7%

Communications and office supplies

1,402

4.9%

-2%

1,432

5.7%

Commissions and floor brokerage

632

2.2%

-7%

677

2.7%

Other operating expenses

477

1.7%

291%

122

0.4%

Total Non-interest expenses

19,855

69.7%

5%

18,918

75.1%

Income before income taxes

8,642

30.3%

38%

6,264

24.9%

Net revenues increased 13% principally due to increased underwriting activity resulting from an increase in lead and co-managed offerings due to improved equity markets. During the first nine months of 2004, the Equity Capital Markets group led or co-managed 60 equity, debt, closed end funds or trust preferred offerings compared to 51 such offerings in the same period in 2003.

Other non-interest operating expenses increased 5% primarily as a result of the increase in employee compensation and benefits, principally variable compensation, which increased in conjunction with increased production. Employee compensation and benefits as a percentage of net revenues decreased to 58% as a result of increased productivity.

Other operating expenses increased due to an increase in travel and entertainment by syndicate and corporate finance personnel. All other expense categories remained relatively unchanged. As a result income before income taxes increased 38% to $8.6 million.

 

Three Months Ended September 30,

Nine Months Ended September 30,

 

2004

2003

2004

2003

Number of Lead or Co-managed offerings

19

25

60

51

Page 17


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.

September-04

September-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 2,119

25.1%

16%

$ 1,834

14.8%

Investment banking

6,245

74.0%

-39%

10,242

82.9%

Other

136

1.6%

-59%

332

2.7%

Total Revenues

8,500

100.7%

-32%

12,408

100.4%

Less: Interest expense

56

0.7%

12%

50

0.4%

Net Revenues

8,444

100.0%

-32%

12,358

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

5,119

60.6%

-28%

7,061

57.1%

Occupancy and equipment rental

292

3.5%

-9%

320

2.6%

Communications and office supplies

448

5.3%

-1%

451

3.6%

Commissions and floor brokerage

325

3.8%

32%

247

2.1%

Other operating expenses

127

1.5%

N/a

- -

0.0%

Total Non-interest expenses

6,311

74.7%

-22%

8,079

65.4%

Income before income taxes

2,133

25.3%

-50%

4,279

34.6%

Net revenues decreased 32% principally due to a decrease in the number of lead or co-managed equity, debt, closed end funds or trust preferred offerings. For the third quarter the Equity Capital Markets group lead or co-managed 19 equity, debt, closed end funds or trust preferred offerings compared to 25 such offerings in the 2003 third quarter. Employee compensation and benefits, principally variable compensation, decreased 28%, as a result of decreased production. Employee compensation and benefits as a percentage of net revenue increased to 60.6% due to decreased production. Other non-compensation expenses remained relatively unchanged. As a result, income before income taxes decreased 50% to $2.1 million.

Page 18


Results of Operations for Fixed Income Capital Markets - Nine Months

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

September-04

September-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 4,931

42.1%

-7%

$ 5,313

52.6%

Investment banking

6,820

58.3%

42%

4,793

47.5%

Interest

587

5.0%

-11%

658

6.5%

Other

24

0.2%

14%

21

0.2%

Total Revenues

12,362

105.6%

15%

10,785

106.8%

Less: Interest expense

655

5.6%

-5%

687

6.8%

Net Revenues

11,707

100.0%

16%

10,098

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

8,433

72.0%

12%

7,519

74.5%

Occupancy and equipment rental

549

4.7%

8%

508

5.0%

Communications and office supplies

654

5.6%

-13%

752

7.5%

Commissions and floor brokerage

100

0.9%

26%

80

0.8%

Other operating expenses

461

3.9%

26%

367

3.6%

Total Non-interest expenses

10,197

87.1%

11%

9,226

91.4%

Income before income taxes

1,510

12.9%

73%

872

8.6%

Net revenues increased 16% in the first nine months of 2004 as compared to the same period in 2003 principally due to a 42% increase in investment banking revenues. The number of senior or co-managed offerings increased to 111 in the first nine months of 2004 from 93 in the first nine months of 2003. Employee compensation and benefits, principally variable compensation, increased 12% over the comparable nine month period in 2003 as a result of increased productivity, and as a percentage of net revenues decreased to 72% from 75% when compared to the same period in 2003. Other non-interest expenses remained relatively unchanged. As a result, income before income taxes increased 73% to $1.5 million.

 

Three Months Ended September 30,

Nine Months Ended September 30,

 

2004

2003

2004

2003

Number of Senior or Co-managed offerings

29

31

111

93

Page 19


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.

September-04

September-03

(In thousands)

$ Amount

% of Net Revenues

% Incr. / (Decr.)

$ Amount

% of Net Revenues

Revenues:

 

 

 

 

Commissions and principal transactions

$ 1,574

43.4%

7%

$ 1,476

49.6%

Investment banking

2,080

57.4%

39%

1,501

50.5%

Interest

156

4.3%

-40%

260

8.8%

Other

8

0.3%

33%

6

0.1%

Total Revenues

3,818

105.4%

18%

3,243

109.0%

Less: Interest expense

195

5.4%

-27%

269

9.0%

Net Revenues

3,623

100.0%

22%

2,974

100.0%

Non-interest expenses:

 

 

 

 

Employee compensation and benefits

2,518

69.5%

-13%

2,884

97.0%

Occupancy and equipment rental

181

5.0%

10%

165

5.5%

Communications and office supplies

235

6.5%

-5%

247

8.3%

Commissions and floor brokerage

31

0.8%

21%

25

0.9%

Other operating expenses

94

2.6%

-21%

120

4.0%

Total Non-interest expenses

3,059

84.4%

-11%

3,441

115.7%

Income before income taxes

564

15.6%

N/a

(467)

-15.7%

Net revenues increased 22% in the 2004 third quarter. While the number of senior managed or co-managed offerings decreased to 29 from 31 in the same period one year earlier, the size of the offerings and the amount of underwriters discount earned on these offerings increased along with increased private placement and financial advisory fees. Employee compensation and benefits as a percentage of net revenues decreased to 70% as a result of increased production. Other non-compensation expenses remained relatively unchanged and as a result, income before income taxes increased to $564,000 from a loss before income taxes of $467,000 one year earlier.

Results of Operations for Other Segment - Nine Months

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

September-04

September-03

(In thousands)

$ Amount

% Incr. / (Decr.)

$ Amount

Net Revenues

2,862

74%

1,643

Non-interest expenses:

 

 

Employee compensation and benefits

13,603

21%

11,210

Other operating expenses

9,981

14%

8,738

Total Non-interest expenses

23,584

18%

19,948

Losses before income tax

(20,722)

13%

(18,305)

The Other segment net revenues, in the first nine months of 2004 when compared to the same period in 2003, increased primarily as a result of gains on investments. Employee compensation and benefits increased resulting from increased incentive compensation from increased firm profitability. Other operating expenses increased primarily as a result of increased trade processing and increased litigation settlement charges. As a result of a greater increase in non-operating expenses over net revenues, losses before income tax increased 13% to $20.7 million for the Other segment.

Page 20


Results of Operations for Other Segment - Three Months

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

September-04

September-03

(In thousands)

$ Amount

% Incr. / (Decr.)

$ Amount

Net Revenues

913

-6%

976

Non-interest expenses:

 

 

Employee compensation and benefits

3,837

-7%

4,133

Other operating expenses

3,120

-27%

4,303

Total Non-interest expenses

6,957

-18%

8,436

Losses before income taxes

(6,044)

-19%

(7,460)

Other revenue decreased resulting principally from losses on investments. Employee compensation and benefits decreased due to a decrease in the firm wide discretionary incentive compensation based on profitability and a decrease in benefits expense resulting from better than previously provided for utilization of self-insured health care.

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 nine months of 2004, the Company purchased $1.9 million in fixed assets, consisting primarily of information technology equipment, leasehold improvements and furniture and fixtures.

During the first nine months of 2004, the Company repurchased 414,936 shares of its common stock, under existing board authorizations, at an average price of $19.26 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 597,732 shares of its common stock. The Company reissued 872,619 shares of common stock for its employee benefit plans at an average share price of $9.82.

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 September 30, 2004, SN & Co. had net capital of $86.0 million, which was 34.55% of its aggregate debit items, and $81.0 million in excess of the minimum required net capital.

Page 21


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 September 30, 2004, the Company's contractual obligations have not materially changed from December 31, 2003.

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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 September 30, 2004.

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

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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 Repurchases of Equity Securities

Issuer Purchases of Equity Securities

The following table summarizes the Company's repurchase activity of its common stock during the third quarter ended September 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

July 1, 2004 - July 31, 2004

181,421

$

20.48

181,421

658,292

August 1, 2004 - August 31, 2004

50,667

$

18.78

50,667

607,625

September 1, 2004 - September 30, 2004

9,893

$

20.05

9,893

597,732

 

 

 

 

 

 

Total

241,981

$

20.11

241,981

 

 

 

 

 

 

 

 

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 1,800,000 shares, which includes the most recent authorization in May 2002 to purchase an additional 1,000,000 shares.

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Item 6. Exhibits

  1. Exhibits:

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.

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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: November 9, 2004

By: /s/ Ronald J. Kruszewski

Ronald J. Kruszewski
(President and Chief Executive Officer)

Date: November 9, 2004

By: /s/ James M. Zemlyak

James M. Zemlyak
(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

Exhibit No.

 

Description

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.

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