-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K/YQyDYoNjbbYHGEa6dxAe8thu1kwd8ByxnxvoGfJRIKAiRplNitgSBI37XVFeKo 3q+/wRcyKxQYU3aSQbMWjw== 0000720672-00-000013.txt : 20000516 0000720672-00-000013.hdr.sgml : 20000516 ACCESSION NUMBER: 0000720672-00-000013 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STIFEL FINANCIAL CORP CENTRAL INDEX KEY: 0000720672 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 431273600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09305 FILM NUMBER: 632140 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL PLAZA STREET 2: 501 N BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 BUSINESS PHONE: 3143422000 MAIL ADDRESS: STREET 1: ONE FINANCIAL PLAZA STREET 2: 501 N BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 10-Q 1 FORM 10-Q; DATED MARCH 31,2000 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 March 31, 2000 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 (I.R.S. Employer Identification No.) of incorporation or organization) 501 N. Broadway, St. Louis, Missouri 63102-2102 - ---------------------------------------- ---------- (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[ ] Shares of common stock outstanding at May 1, 2000: 7,226,306, par value $0.15. 2 Stifel Financial Corp. And Subsidiaries Form 10-Q Index March 31, 2000 PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Statements of Financial Condition -- March 31, 2000 and December 31, 1999...................... 3 - 4 Consolidated Statements of Operations -- Three Months Ended March 31, 2000 and March 31, 1999...... 5 Consolidated Statements of Cash Flows-- Three Months Ended March 31, 2000 and March 31, 1999...... 6 - 7 Notes to Consolidated Financial Statements.................. 8 - 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ........................ 12 - 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk........................................................ 15 PART II. OTHER INFORMATION Item 1. Legal Proceedings....................................... 15 Item 4. Submission of Matters to a Vote of Security Holders..... 15 - 16 Item 6. Exhibit(s) and Report(s) on Form 8-K.................... 16 Signatures ............................................. 17 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) STIFEL FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) (In thousands, except par values and share amounts) March 31, December 31, 2000 1999 ------------ ------------ ASSETS Cash and cash equivalents $ 19,698 $ 16,861 Cash segregated for the exclusive benefit benefit of customers 183 181 Receivable from brokers and dealers 51,080 42,037 Receivable from customers, net of allowance for doubtful receivables of $584 and $556, respectively 339,517 313,034 Securities owned, at fair value 39,139 28,690 Membership in exchanges, at cost 470 470 Office equipment and leasehold improvements, at cost, net of allowances for depreciation and amortization of $12,094 and $11,370, respectively 8,441 7,597 Goodwill, net of accumulated amortization of $771 and $738, respectively 4,779 1,631 Notes receivable from and advances to officers and employees, net of allowance for doubtful receivables from former employees of $535 and $701, respectively 8,060 7,934 Deferred tax asset 3,578 2,958 Other assets 35,470 31,717 ------------ ------------ Total Assets $ 510,415 $ 453,110 ============ ============ 4 STIFEL FINANCIAL CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Continued) (UNAUDITED) (In thousands, except par values and share amounts) March 31, December 31, 2000 1999 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Short-term borrowings from banks $ 142,346 $ 122,950 Payable to brokers and dealers 165,576 147,059 Payable to customers 43,960 33,643 Securities sold, but not yet purchased, at fair value 1,256 2,036 Drafts payable 17,231 18,065 Accrued employee compensation 16,166 18,277 Obligations under capital leases 925 1,068 Accounts payable and accrued expenses 19,280 15,985 Long-term debt 34,968 34,968 ------------ ------------ Total Liabilities 441,708 394,051 Subordinated debt 1,264 - - Stockholders' Equity Preferred stock -- $1 par value; authorized 3,000,000 shares; none issued - - - - Common stock -- $0.15 par value; authorized 10,000,000 shares; issued 7,525,971 1,129 1,107 and 7,376,176 shares, respectively Additional paid-in capital 44,880 43,573 Retained earnings 27,431 24,546 ------------ ------------ 73,440 69,226 Less: Treasury stock, at cost, 286,678 and 724,055 shares, respectively 2,916 6,984 Unamortized expense of restricted stock awards 320 370 Unearned employee stock ownership plan shares, at cost, 215,535 and 219,601 shares, respectively 2,761 2,813 ------------ ------------ Total Stockholders' Equity 67,443 59,059 ------------ ------------ $ 510,415 $ 453,110 ============ ============ See Notes to Consolidated Financial Statements. 5 STIFEL FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except per share amounts) Three Months Ended March 31, 2000 March 31, 1999 -------------- -------------- REVENUES Commissions $ 25,560 $ 17,265 Principal transactions 9,386 6,441 Investment banking 2,044 3,012 Interest 7,706 4,478 Other 7,521 5,821 ------------ ------------ 52,217 37,017 EXPENSES Employee compensation and benefits 32,118 23,857 Communications and office supplies 2,496 2,026 Occupancy and equipment rental 3,464 2,562 Interest 4,380 1,970 Commissions and floor brokerage 995 774 Other operating expenses 3,679 3,013 ------------ ------------ 47,132 34,202 ------------ ------------ INCOME BEFORE INCOME TAXES 5,085 2,815 Provision for income taxes 1,805 1,029 ------------ ------------ NET INCOME $ 3,280 $ 1,786 ============ ============ Net income per share: Basic $ 0.47 $ 0.26 Diluted $ 0.44 $ 0.25 Dividends declared per share $ 0.03 $ 0.03 Average common equivalent shares outstanding: Basic 6,938 6,846 Diluted 7,527 7,186 See Notes to Consolidated Financial Statements. 6 STIFEL FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(In thousands) Three Months Ended March 31, March 31, 2000 1999 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 3,280 $ 1,786 Noncash items included in earnings: Depreciation and amortization 757 553 Bonus notes amortization 524 408 Deferred items (519) 270 Restricted stock awards amortization 269 103 ------------ ------------ 4,311 3,120 Decrease (increase) in assets: Operating receivables (35,240) 10,519 Cash segregated for the exclusive benefit of customers (2) (1) Securities owned (10,449) 11,509 Notes receivable from officers and employees (644) (183) Other assets (461) 3,652 Increase (decrease) in liabilities: Operating payables 28,835 8,221 Securities sold, but not yet purchased (780) 799 Drafts payable, accrued employee compensation, and accounts payable and accrued expenses (1,192) (12,314) ------------ ------------ Cash Flows From Operating Activities (15,622) 25,322 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from: Sale of property - - 5 Cash received in acquisition of subsidiary 2,927 - - Sale of investments 214 - - Payments for: Acquisition of office equipment and leasehold improvements (1,568) (1,050) Acquisition of investments (799) (250) ------------ ------------ Cash Flows From Investing Activities 774 (1,295) 7 STIFEL FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) UNAUDITED (In Thousands) Three Months Ended March 31, March 31, 2000 1999 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net 19,281 (23,015) Proceeds from: Issuance of stock 1,319 1,432 Payments for: Repurchase of stock (1,047) (1,853) Repayment of subordinated borrowings (1,500) - - Principal payments under capital lease obligation (143) (108) Cash dividends (225) (218) ------------ ------------ Cash Flows From Financing Activities 17,685 (23,762) Increase in cash and cash equivalents 2,837 265 Cash and cash equivalents - beginning of period 16,861 12,835 ------------ ------------ Cash and Cash Equivalents - end of period $ 19,698 $ 13,100 ============ ============ Supplemental disclosure of cash flow information: Income tax payments $ 460 $ 12 Interest payments $ 3,939 $ 1,962 Schedule of noncash investing and financing activities: Employee stock ownership plan $ 39 $ 40 Acquisition of Hanifen,Imhoff Inc. $ 4,746 $ - - Restricted stock awards and stock units, net of forfeitures $ 693 $ 303 Stock Dividend $ - - $ 77 See Notes to Consolidated Financial Statements. 8 STIFEL FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - REPORTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of Stifel Financial Corp. and its subsidiaries (collectively referred to as the "Company"). The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles 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 months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Where appropriate, prior year's financial information has been reclassified to conform with the current year presentation. Comprehensive Income The Company has no components of other comprehensive income, therefore comprehensive income equals net income. 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 March 31, 2000, SN & Co. had net capital of $31,795,864, which was 8.36% of its aggregate debit items, and $12,770,297 in excess of the minimum required net capital. 9 NOTE C - SEGMENT REPORTING The Company's reportable segments include private client, capital markets, and other. The private client segment includes 59 branch offices and 123 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 capital markets segment includes management and participation in underwritings (exclusive of sales credits, which are included in the private client segment), mergers and acquisitions, public finance, trading, research, and market making. Investment advisory fees and clearing income is included in other. Intersegment 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. Information concerning operations in these segments of business is as follows (in thousands): - ----------------------------------------------------------------- Three Months Ended March 31, 2000 1999 - ----------------------------------------------------------------- Revenues Private Client $ 43,712 $ 30,721 Capital Markets 7,007 4,969 Other 1,498 1,327 - ----------------------------------------------------------------- Total Revenues $ 52,217 $ 37,017 ================================================================= Operating Contribution Private Client $ 8,965 $ 5,353 Capital Markets 115 215 Other 434 404 - ----------------------------------------------------------------- Total Operating Contribution 9,514 5,972 - ----------------------------------------------------------------- Unallocated Overhead (4,429) (3,157) - ----------------------------------------------------------------- Pre-Tax Income $ 5,085 $ 2,815 ================================================================= The Company has not disclosed asset information by segment, as the information is not produced internally and its preparation is impracticable. 10 NOTE D - 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 earnings per share calculation for the three months ended March 31, are as follows (in thousands, except per share amounts): - ----------------------------------------------------------------------- Three Months Ended March 31, 2000 1999 - ----------------------------------------------------------------------- Income Available to Common Stockholders Net Income $ 3,280 $ 1,786 - ----------------------------------------------------------------------- Weighted Average Shares Outstanding Basic Weighted Average Shares Outstanding 6,938 6,846 Potential Common Shares From Employee Benefit Plans 589 340 -------- -------- Diluted Weighted Average Shares Outstanding 7,527 7,186 - ----------------------------------------------------------------------- Basic Earnings Per Share $ 0.47 $ 0.26 Diluted Earnings Per Share $ 0.44 $ 0.25 ======================================================================= NOTE E - MERGER On January 12, 2000, the Company completed the merger of Hanifen, Imhoff Inc. ("HII"), a Denver-based investment banking firm. The transaction has been accounted for as a purchase and provides for a tax-free exchange of 516,984 shares of the Company's stock (valued at $4,745,913) for all of the outstanding shares of HII. The purchase price has been preliminarily allocated to net tangible and intangible assets acquired based on their estimated fair market values. The remaining purchase price of $3.2 million has been recorded as goodwill,which will be amortized over 25 years. The exchange ratio was calculated using the respective book values of the Company and HII. The total shares issued in the transaction were based upon the final closing equity of HII at December 31,1999. In connection with the transaction, certain key associates of HII executed employment agreements containing non-compete provisions and restrictions on the sale of the stock received in the merger and were awarded options in the Company.The merger added 54 investment bankers, research analysts,institutional sales associates, and traders to the capital markets segment, as well as 24 administrative and technical support associates. 11 The following unaudited pro forma financial data for the combined operations, assuming the transaction had taken place on January 1, 1999. The pro forma results give effect to the amortization of goodwill and the cost savings as a result of consolidated operations. - -------------------------------------------------------------------------- Three Months Ended March 31, 2000 1999 (in thousands, except per share amounts) - -------------------------------------------------------------------------- Revenues $ 52,446 $ 41,277 Net income $ 2,280 $ 1,684 Diluted earnings per share $ 0.30 $ 0.22 Diluted weighted average shares outstanding 7,595 7,703 - -------------------------------------------------------------------------- The above pro forma statements do not purport to be indicative of the results which actually would have occurred had the acquisition been made on January 1, 1999. NOTE F - SUBSEQUENT EVENTS On April 26, 2000, the Company's Board of Directors declared a regular quarterly cash dividend of $0.03 per share, payable on May 30, 2000 to stockholders of record as of the close of business on May 16, 2000. ****** 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Three months ended March 2000 as compared to three months ended March 1999 The Company recorded net earnings of $3.3 million or $0.44 per diluted share on total revenues of $52.2 million for the three months ended March 31, 2000 compared to net earnings of $1.8 million or $0.25 per diluted share on total revenues of $37.0 million for the same period one year earlier. The Company's expansion of its Private Client Group, which began in 1998, was evident in the quarter ending March 31, 2000 when compared to the same period one year earlier. Private client branch offices, investment executives, and independent contractors increased by 10, 96, and 25, respectively over 1999 representing increases of 17%, 24%, and 15%. Additionally, investor confidence in the equity markets remained strong as indicated by the increase in the major market index_The Dow Jones Industrial Average (the "Dow") _ and increased trading volumes on the New York Stock Exchange ("NYSE") and NASDAQ. From March 31, 1999 to March 31, 2000, the Dow increased 1,136 (10%) from 9,786 to 10,922, while trading volumes on the NYSE and NASDAQ increased 29% and 48%, respectively, over 1999 which contributed to a 43% increase in the number of customer trades by the Company. Total revenues increased $15.2 million (41%) primarily as a result of growth in commissions, principal transactions, interest revenues and other revenues which increased $8.3 million (48%), $2.9 million (46%), $3.2 million (72%) and $1.7 million (29%) respectively, partially offset by a decrease in investment banking, which declined $968,000 (32%). Revenues from commissions rose due to private client expansion and strong markets as referred to above. The main components of the increase were from sales of over-the-counter equities, insurance products, and mutual funds. Revenues from principal transactions increased principally due to the increased sales of nontaxable fixed income products and unit trusts and the addition of HII which generated revenues from principal transactions of $1.3 million consisting primarily of revenues from market making activities and sales of nontaxable fixed income products. Interest revenues rose as a result of increased average borrowings by customers, combined with increases in the rates charged to those customers. Other revenues increased, principally due to an increase in managed account fees, unrealized gains recorded by a non-broker dealer subsidiary of the Company and receipt of death benefit proceeds from an insurance policy. This increase was partially offset by a decrease in investment advisory fees due to the sale of Todd Investment Advisors, in the second quarter of 1999. 13 Investment banking revenues declined due to a decrease in corporate finance advisory fees which resulted principally from a significant private placement transaction completed in the first quarter of 1999, and a decrease in municipal bond underwritings offset by an increase in syndicate participation fees. Total expenses increased $12.9 million (38%) over the first quarter of 1999. All expense categories increased over the first quarter of 1999 due to the continued expansion of the private client group and the merger of HII unless explained otherwise. Employee compensation and benefits, a significant portion of the Company's total expense, increased $8.3 million (35%) in the first three months of 2000. The increase in the variable component of compensation of $7.3 million (42%) grew in conjunction with the increases in revenues and profitability. The balance of the increase resulted from private client group expansion and the merger of HII. Other operating expenses increased $666,000 (22%) principally due to increases in the provision for litigation, in conjunction with increased travel and promotion expense resulting from private client group expansion and the merger of HII. Interest expense increased $2.4 million (122%) due to increased borrowings by the Company to finance customer margin accounts, combined with increases in the rates paid on those borrowings. The effective tax rate for the first three months ended March 31, 2000 decreased from the same period one year earlier primarily due to the tax effect of death benefit proceeds from an insurance policy. 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. 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. 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. Liquidity and Capital Resources The majority of the Company's assets are highly liquid, consisting mainly of cash or assets readily convertible into cash. These assets are financed primarily by the Company's equity capital, customer credit balances, short-term bank loans, proceeds from securities lending, subordinated debt, long term notes payable, 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. 14 During the first three months of 2000, the Company repurchased 89,742 shares, using existing board authorizations, at an average price of $10.36 per share, to meet obligations under the Company's employee benefit plans. On January 12, 2000 the Company completed the merger of HII, a Denver-based investment banking firm. The merger was completed with the tax-free exchange of 516,984 shares of the Company for all of the outstanding shares of HII. Management believes the funds from operations, available informal short-term credit arrangements, and long-term borrowings, at March 31, 2000, will provide sufficient resources to meet the present and anticipated financing needs. Stifel, Nicolaus & Company, Incorporated, the Company's principal broker-dealer subsidiary, is subject to certain requirements of the Securities and Exchange Commission with regard to liquidity and capital requirements. At March 31, 2000, Stifel, Nicolaus had net capital of approximately $31.8 million which exceeded the minimum net capital requirements by approximately $12.8 million. 15 Item 3. Quantitative and Qualitative Disclosure about Market Risk There have been no material changes from the information provided in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. PART II. OTHER INFORMATION Item 1. Legal Proceedings There have been no material changes in the legal proceedings previously reported in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Such information is hereby incorporated by reference. Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders of the Company was held on April 26, 2000. Of 7,254,247 shares issued, outstanding and eligible to be voted at the meeting, 6,742,182 shares, constituting a quorum, were represented in person or by proxy at the meeting. Four matters were submitted to a vote of security holders at the meeting. 1.Election of Four Class II Directors. The first matter submitted was the election of four Class I director nominees to the Board of Directors, each to continue in office until the year 2003. Upon tabulation of the votes cast, it was determined that all four-director nominees had been elected. The voting results are set forth below: Name For Withheld - ----------------------------------------------------- Charles A. Dill 6,604,047 138,135 Richard F. Ford 6,603,830 138,352 John J. Goebel 6,600,886 141,296 Walter F.Imhoff 6,631,367 110,815 - ----------------------------------------------------- Because the Company has a staggered Board, the term of office of the following named Class I and III directors, who were not up for election at the 2000 annual meeting, continued after the meeting: Class III (to continue in office until 2001) Robert E. Lefton James M. Oates George H. Walker, III Class I (to continue in office until 2002) Bruce A. Beda Stuart I. Greenbaum Ronald J. Kruszewski 16 2. Proposal to Adopt the Equity Incentive Plan for Non-Employee Directors (the "Incentive Plan"). The second matter, a proposal to adopt the Incentive Plan, was approved by a majority of the 7,254,247 shares of the Company's common stock that were issued, outstanding and eligible to vote. The voting results on this matter were as follows: For 6,418,880 Against 280,847 Abstain 42,455 3.Proposal to Ratify the Appointment of Deloitte & Touche LLP ("Deloitte"). The third matter, a proposal to ratify the appointment of Deloitte as the Company's independent auditors for the year ending December 31, 2000, was approved by a majority of the 7,254,247 shares of the Company's common stock that were issued, outstanding and eligible to vote. The voting results on this matter were as follows: For 6,730,275 Against 7,763 Abstain 4,144 Item 6. Exhibit(s) and Report(s) on Form 8-K (a) Exhibit No. (Reference to Item 601(b) of Regulation S-K) Description - ---------------------------- ------------------------------- 27 Financial Data Schedule (furnished to the Securities and Exchange Commission for Electronic Data Gathering, Analysis, and Retrieval [EDGAR] purposes only) (b) Report(s) on Form 8-K There were no reports on Form 8-K filed during the quarter ended March 31, 2000. 17 SIGNATURES Pursuant to the requirement of 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: May 15, 2000 By /s/ Ronald J. Kruszewski -------------------- Ronald J. Kruszewski (President and Chief Executive Officer) Date: May 15, 2000 By /s/ James M. Zemlyak ---------------- James M. Zemlyak (Principal Financial and Accounting Officer) 18 STIFEL FINANCIAL CORP. AND SUBSIDIARIES EXHIBIT INDEX March 31, 2000 Exhibit Number Description -------- ----------------------------------------- 27 Financial Data Schedule (furnished to the Securities and Exchange Commission for Electronic Data Gathering, Analysis, and Retrieval [EDGAR] purposes only) EX-27 2 EXHIBIT 27 - FINANCIAL DATA SCHEDULE - ARTICLE BD
BD EXHIBIT 27 STIFEL FINANCIAL CORP. AND SUBSIDIARIES FINANCIAL DATA SCHEDULE (UNAUDITED) ARTICLE BD THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENT OF FINANCIAL CONDITION AND THE CONSOLIDATED STATEMENT OF OPERATIONS OF STIFEL FINANCIAL CORP. FILED AS PART OF THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 19,881 353,112 0 45,545 39,139 8,441 510,415 142,346 101,756 0 162,638 1,256 34,968 1,129 0 0 66,314 510,415 9,374 7,706 25,560 2,057 245 4,380 32,118 5,085 5,085 0 0 3,280 .47 .44
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