-----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, Bl0Y3zhonIJrcX3Y/F0df6TBq96IREPFFpITVBjcVnou/7HsDcxZNkgucf08Qwuj FYLbQuz6lakXxDzOeY51vQ== 0000720672-04-000098.txt : 20041102 0000720672-04-000098.hdr.sgml : 20041102 20041102093215 ACCESSION NUMBER: 0000720672-04-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09305 FILM NUMBER: 041111741 BUSINESS ADDRESS: STREET 1: ATTN: JAMES G. LASCHOBER STREET 2: 501 N. BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 BUSINESS PHONE: 314-342-2000 MAIL ADDRESS: STREET 1: ATTN: JAMES G. LASCHOBER STREET 2: 501 N. BROADWAY CITY: ST. LOUIS STATE: MO ZIP: 63102-2102 8-K 1 r8k_0409er.htm FORM 8-K DATED NOVEMBER 1, 2004 SECURITIES AND EXCHANGE COMMISSION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2004

STIFEL FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

 

Delaware
(State of incorporation)

1-9305
(Commission File Number)

43-1273600
(IRS Employer
Identification No.)

 

One Financial Plaza
501 North Broadway

St. Louis, Missouri 63102-2102
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code (314) 342-2000

 

___________________________N/A___________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

On November 1, 2004, Stifel Financial Corp.'s announced its results for the three and nine months ended September 30, 2004. A copy of the related press release is attached hereto as Exhibit 99.

Stifel Financial Corp. will hold a conference call on Tuesday, November 2, 2004, at 10:00 a.m. EST. This call will be Web cast and can be accessed on the Investor Relations portion of the Stifel Financial Corp. website at www.stifel.com, as well as on all sites within CCBN's Investor Distribution Network. To participate on the call, please dial 888-676-3684 and request the Stifel Financial Corp. earnings call.

The exhibit 99 is "furnished" pursuant to Item 2.02 "Results of Operations and Financial Condition," is not to be considered "filed" under the Securities Exchange Act of 1934, as amended, ("Exchange Act") and shall not be incorporated by reference into any filing by Stifel Financial Corp. under the Securities Act of 1933, as amended, ("Securities Act") or the Exchange Act.

Items 9.01 Financial Statements and Exhibits.

(c) Exhibits:

The following exhibit is "furnished" pursuant to Item 2.02 "Results of Operations and Financial Condition," is not to be considered "filed" under the Securities Exchange Act of 1934, as amended, ("Exchange Act") and shall not be incorporated by reference into any filing by Stifel Financial Corp. under the Securities Act of 1933, as amended, ("Securities Act") or the Exchange Act.

Exhibit 99:  Stifel Financial Corp.'s press release dated November 1, 2004.



SIGNATURE

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

STIFEL FINANCIAL CORP.

Date: November 1, 2004

By: /s/ James M. Zemlyak

 

Name: James M. Zemlyak

 

Title: Chief Financial Officer



Exhibit Index

 

 

 

Exhibit No.

 

Description

99

 

Stifel Financial Corp.'s press release dated November 1, 2004.

EX-99 2 r8k_0409e99.htm 2004 3RD QUARTER EARNINGS PRESS RELEASE Form 8-K; Exhibit 99

STIFEL FINANCIAL CORP.
Form 8-K Dated November 1, 2004
Exhibit 99: Press Release

[Stifel Financial Corp. logo] Stifel Financial News

One Financial Plaza
501 North Broadway
St. Louis, MO 63102
(314) 342-2000

For further information contact:
James M. Zemlyak
Chief Financial Officer
(314) 342-2228

For Immediate Release

Stifel Financial Corp.
Reports Unaudited Quarterly and Nine-Month Results
Record Nine Month Net Revenue and Net Income
Nine Month Net Income up 94%

St. Louis, Missouri - November 1, 2004 - Stifel Financial Corp. (NYSE: "SF") today reported unaudited quarterly net income of $4.3 million, or $0.35 per diluted share, on net revenues of $55.7 million for the quarter ended September 30, 2004, compared to a 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 were positively impacted by the 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. Excluding the reversal from the prior year's quarter, net income increased 8%. All prior period share and earnings per share amounts have been retroactively restated to reflect the four-for-three stock split distributed in September 2004.

For the nine months ended September 30, 2004, the company posted record net income of $16.2 million, or $1.32 per diluted share, on record net revenues of $182.6 million compared with 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, recorded in the first quarter, resulting from the settlement of a state tax matter covering a number of tax years. Excluding the prior year reversal and the current year tax adjustment, net income increased 112% to $15.2 million or $1.24 per diluted share.

At September 30, 2004, the Company's equity was $123.2 million, resulting in book value per share of $12.71. Annualized return on equity was 18.9% for the nine months ended September 30, 2004. During the nine months of 2004, the Company repurchased 414,936 shares, under existing Board authorization, at an average cost of $19.26 per share.

Chairman and Chief Executive Officer, Ronald J. Kruszewski, commented, "The Company's third quarter results were acceptable considering the challenging market environment. We are pleased that net income for the first nine months already exceeds the record net income for calendar 2003. Also, the Company is on track to achieve its ninth consecutive year of record net revenues."

Page 1 of 6


Third Quarter Discussion

Net revenues for the quarter decreased 7% to $55.7 million from $59.9 million in the prior year third quarter, and decreased 6% from the second quarter of 2004. Commission and principal transaction revenues decreased 5% to $32.6 million from $34.4 million in the same period last year and decreased 3% from the second quarter of 2004. Investment banking revenues decreased 25% to $11.5 million in the third quarter of 2004 from $15.4 million in the prior year third quarter, and decreased 13% from the second quarter of 2004. Asset management and service fees increased 21% to $8.9 million from $7.3 million in the third quarter of 2003 and decreased 2% from the preceding quarter of this year. Net interest increased 35% to $2.4 million from $1.8 million in the prior year third quarter, and increased 19% from the second quarter of 2004.

Total non-interest expenses in the 2004 third quarter were $48.7 million, down 5% from $51.4 million in the same period of 2003, and a decline of 5% from the second quarter of 2004. The prior year third quarter non-interest expenses included the $2.0 million pre-tax reversal of the previously discussed favorable settlement of an arbitration award. Excluding the prior year reversal, total non-interest expenses declined 9%. Employee compensation and benefits decreased 9% to $35.9 million from $39.4 million in the prior year third quarter and decreased 6% from the second quarter of 2004. As a percentage of net revenues, compensation totaled 64.4% in the third quarter of 2004, 65.7% in the 2003 comparable quarter, and 64.4% in the second quarter of 2004. A portion of compensation and benefits includes transition pay in connection with the Company's expansion efforts. Excluding these expenses, compensation as a percentage of net revenues totaled 60.6% in the third quarter of 2004, 62.2% in the 2003 comparable quarter, and 60.5% in the second quarter of 2004. Excluding compensation and benefits and the prior year reversal, non-interest expenses decreased 9% from the prior year third quarter and were unchanged from the second quarter of 2004.

Nine-Month Discussion

Net revenues increased 18% to $182.6 million from $154.9 million in 2003. Commission and principal transaction revenues increased 14% to $105.8 million from $93.2 million. Investment banking revenues increased 21% to $41.9 million from $34.8 million. Asset management and service fees increased 31% to $26.6 million from $20.3 million. Other income increased 41% to $1.9 million from $1.4 million. Net interest increased 19% to $6.4 million from $5.3 million in the prior year.

Total non-interest expenses of $157.4 million increased 12% from $140.9 million in 2003. Excluding the prior year reversal, total non-interest expenses were $142.9 million. Employee compensation and benefits increased 14% to $119.2 million from $104.3 million. As a percentage of net revenues, compensation totaled 65.3% in 2004, compared to 67.3% for one year earlier. A portion of compensation and benefits includes transition pay in connection with the Company's expansion efforts. Excluding these expenses, compensation as a percentage of net revenues totaled 61.7%, compared to 63.3%. Excluding compensation and benefits and the prior year reversal, non-interest expenses decreased 1% from the prior year.

Business Segment Results for the Three Months Ended September 30, 2004:

    • Private Client Group ("PCG") net revenues for the third quarter of 2004 were $43.6 million, unchanged from the third quarter of 2003, and a 2% decline from the second quarter of 2004. PCG recorded an operating contribution of $11.2 million, an 8% decrease from the third quarter of 2003, and an increase of 1% from the 2004 second quarter.
    • Equity Capital Markets ("ECM") recorded net revenues of $8.4 million, down 32% over the same quarter last year and an 8% decrease from the second quarter of 2004. ECM operating contribution totaled $2.1 million, a 50% decrease from the third quarter of 2003 and a 27% decrease from the second quarter of 2004. The Company lead or co-managed 19 equity, debt, closed end funds, or trust preferred offerings during the third quarter 2004, compared to 25 in the same period one year earlier and 18 during the second quarter 2004.
    • Fixed Income Capital Markets ("FICM") posted net revenues of $3.6 million, an increase of 22% from the prior year third quarter and a decrease of 14% from the previous quarter. During the 2004 third quarter, FICM recorded an operating contribution of $564,000, compared to an operating loss of $467,000 in the third quarter of 2003 and an operating contribution of $593,000 from the 2004 second quarter. The FICM senior or co-managed 29 offerings during the third quarter 2004 compared to 31 offerings in the same period one year earlier and 39 offerings during the second quarter 2004.

Page 2 of 6


Business Segment Results for the Nine Months Ended September 30, 2004:

    • PCG net revenues for 2004 were $140.3 million, an increase of 19% from the same period of 2003. PCG operating contribution totaled $36.6 million, a 46% increase from the same period one-year earlier.
    • ECM recorded net revenues of $28.5 million, an increase of 13% from the previous year. ECM operating contribution totaled $8.6 million, a 38% increase from 2003. During 2004, ECM lead or co-managed 60 equity, debt, or trust preferred offerings, compared to 51 in 2003.
    • FICM posted net revenues of $11.7 million, an increase of 16% from the prior year. FICM recorded an operating contribution of $1.5 million, a 73% increase from one year earlier. During 2004, FICM senior or co-managed 111 offerings, up from 93 in the prior year.

Conference Call Information

Stifel Financial Corp. will hold a conference call tomorrow, Tuesday November 2, 2004, at 10:00 a.m. EST. This call will be Web cast and can be accessed on the Investor Relations portion of the Stifel Financial Corp. website at www.stifel.com, as well as on all sites within CCBN's Investor Distribution Network. To participate on the call, please dial 888-676-3684 and request the Stifel Financial Corp. earnings call.

Company Information

Stifel Financial Corp. is a financial services holding company whose subsidiaries are engaged in general securities brokerage, investment banking, and money management with 89 locations in 18 states, primarily in the Midwest. To learn more about Stifel, please visit the Company's web site at www.stifel.com.

Forward Looking Statements

Statements in this news release contain 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 news release. The Company does not undertake any obligation to publicly update any forward-looking statements.

# # #

(Tables attached)

Page 3 of 6


Stifel Financial Corp.
Summary of Results of Operations (Unaudited)
(In Thousands, Except Per Share Amounts)

 

Three Months Ended

Percent Change From

 

9/30/2004

% of Net Revenues

6/30/2004

% of Net Revenues

9/30/2003

% of Net Revenues

6/30/2004

9/30/2003

Revenues

               

Commissions

$22,068

39.6%

$22,008

37.0%

$21,698

36.2%

0%

2%

Principal transactions

10,516

18.9%

11,707

19.7%

12,729

21.2%

-10%

-17%

Investment banking

11,547

20.7%

13,346

22.5%

15,402

25.7%

-13%

-25%

Asset management and service fees

8,899

16.0%

9,058

15.2%

7,329

12.2%

-2%

21%

Other

251

0.5%

1,265

2.1%

976

1.6%

-80%

-74%

Total operating revenues

53,281

95.7%

57,384

96.6%

58,134

97.0%

-7%

-8%

Interest revenue

3,537

6.4%

3,086

5.2%

3,050

5.1%

15%

16%

Total revenues

56,818

102.0%

60,470

101.8%

61,184

102.1%

-6%

-7%

Less: Interest expense

1,123

2.0%

1,059

1.8%

1,259

2.1%

6%

-11%

Net revenues

55,695

100.0%

59,411

100.0%

59,925

100.0%

-6%

-7%

Non-Interest Expenses

               

Employee compensation and benefits

35,873

64.4%

38,241

64.4%

39,355

65.7%

-6%

-9%

Occupancy and equipment rental

5,089

9.1%

5,230

8.8%

4,724

7.9%

-3%

8%

Communication and office supplies

2,718

4.9%

2,368

4.0%

2,607

4.4%

15%

4%

Commissions and floor brokerage

970

1.7%

918

1.5%

852

1.4%

6%

14%

Other operating expenses

4,008

7.2%

4,332

7.3%

3,818

6.4%

-7%

5%

Total non-interest expenses

48,658

87.4%

51,089

86.0%

51,356

85.7%

-5%

-5%

Income before income taxes

7,037

12.6%

8,322

14.0%

8,569

14.3%

-15%

-18%

Provision for income taxes

2,780

5.0%

3,287

5.5%

3,445

5.7%

-15%

-19%

Net income

$ 4,257

7.6%

$ 5,035

8.5%

$ 5,124

8.6%

-15%

-17%

Per Share Information

 

Three Months Ended

Percent Change From

 

9/30/2004

6/30/2004

9/30/2003

6/30/2004

9/30/2003

Earnings Per Share:

 

Basic

$ 0.44

$ 0.51

$ 0.55

-14%

-20%

Diluted

$ 0.35

$ 0.41

$ 0.46

-15%

-24%

Number of Shares for Earnings Per Share Computations:

Basic shares

9,709

9,805

9,254

-1%

5%

Diluted shares

12,320

12,403

11,063

-1%

11%

All shares and earnings per share amounts reflect the four-for-three stock split distributed in September 2004.

Note: Certain prior period amounts have been reclassified to conform to the current period presentation.

Page 4 of 6


Stifel Financial Corp.
Summary of Results of Operations (Unaudited)
(In Thousands, Except Per Share Amounts)

 

Nine Months Ended

Change

 

9/30/2004

% of Net Revenues

9/30/2003

% of Net Revenues

Amount

Percent

Revenues

           

Commissions

$ 71,110

39.0%

$ 57,742

37.3%

$ 13,368

23%

Principal transactions

34,685

19.0%

35,420

22.9%

(735)

-2%

Investment banking

41,879

22.9%

34,753

22.4%

7,126

21%

Asset management and service fees

26,587

14.6%

20,299

13.1%

6,288

31%

Other

1,941

1.1%

1,373

0.9%

568

41%

Total operating revenues

176,202

96.5%

149,587

96.6%

26,615

18%

Interest revenue

9,621

5.3%

9,239

6.0%

382

4%

Total revenues

185,823

101.8%

158,826

102.5%

26,997

17%

Less: Interest expense

3,267

1.8%

3,916

2.5%

(649)

-17%

Net revenues

182,556

100.0%

154,910

100.0%

27,646

18%

Non-Interest Expenses

Employee compensation and benefits

119,238

65.3%

104,269

67.3%

14,969

14%

Occupancy and equipment rental

15,292

8.4%

14,289

9.2%

1,003

7%

Communication and office supplies

7,633

4.2%

8,015

5.2%

(382)

-5%

Commissions and floor brokerage

2,692

1.5%

2,370

1.5%

322

14%

Other operating expenses

12,542

6.9%

12,005

7.7%

537

4%

Total non-interest expenses

157,397

86.2%

140,948

91.0%

16,449

12%

Income before income taxes

25,159

13.8%

13,962

9.0%

11,197

80%

Provision for income taxes

8,993

4.9%

5,618

3.6%

3,375

60%

Net income

$ 16,166

8.9%

$ 8,344

5.4%

$ 7,822

94%

Per Share Information

 

Nine Months Ended

Change

 

9/30/2004

9/30/2003

Amount

Percent

Earnings Per Share:

Basic

$ 1.67

$ 0.90

$ 0.77

86%

Diluted

$ 1.32

$ 0.77

$ 0.55

71%

Number of Shares for Earnings Per Share Computations:

Basic shares

9,707

9,235

472

5%

Diluted shares

12,249

10,877

1,372

13%

All shares and earnings per share amounts reflect the four-for-three stock split distributed in September 2004.

Note: Certain prior period amounts have been reclassified to conform to the current period presentation.

Page 5 of 6


Stifel Financial Corp.
Summary of Segment Data & Statistical Information (Unaudited)
($ In Thousands, Except Per Share Amounts)

 

Segment Data

 

Three Months Ended

Percent Change From

Nine Months Ended

Change

Net Revenues

9/30/2004

6/30/2004

9/30/2003

6/30/2004

9/30/2003

9/30/2004

9/30/2003

Percent

Private client

$ 43,561

$ 44,641

$ 43,617

-2%

0%

$ 140,336

$117,987

19%

Equity capital markets

8,444

9,199

12,358

-8%

-32%

28,497

25,182

13%

Fixed income capital markets

3,623

4,201

2,974

-14%

22%

11,707

10,098

16%

Other

67

1,370

976

-95%

-93%

2,016

1,643

23%

Total net revenues

$ 55,695

$ 59,411

$ 59,925

-6%

-7%

$ 182,556

$154,910

18%

                 

Operating Contribution

Private client

$ 11,230

$ 11,164

$ 12,217

1%

-8%

$ 36,575

$ 25,131

46%

Equity capital markets

2,133

2,942

4,279

-27%

-50%

8,642

6,264

38%

Fixed income capital markets

564

593

(467)

-5%

n/a

1,510

872

73%

Other / unallocated overhead

(6,890)

(6,377)

(7,460)

n/a

n/a

(21,568)

(18,305)

n/a

Income before income taxes

$ 7,037

$ 8,322

$ 8,569

-15%

-18%

$ 25,159

$13,962

80%

Statistical Information

 

Three Months Ended

Percent Change From

Nine Months Ended

Change

 

9/30/2004

6/30/2004

9/30/2003

6/30/2004

9/30/2003

9/30/2004

9/30/2003

Percent

Total Operating Revenues

$ 53,281

$ 57,384

$ 58,134

-7%

-8%

$ 176,202

$149,587

18%

Net Operating Interest

3,190

2,803

2,567

14%

24%

8,682

7,652

13%

Non-Interest Expenses (1)

46,046

48,727

48,999

-6%

-6%

149,938

133,090

13%

Adjusted EBITDA (2)

10,425

11,460

11,702

-9%

-11%

34,946

24,149

45%

Amortization and Depreciation

2,612

2,362

2,357

11%

11%

7,459

7,858

-5%

Interest on Long-Term Debt (3)

776

776

776

0%

0%

2,328

2,329

0%

Income before income taxes

7,037

8,322

8,569

-15%

-18%

25,159

13,962

80%

Provision for income taxes

2,780

3,287

3,445

-15%

-19%

8,993

5,618

60%

Net income

$ 4,257

$ 5,035

$ 5,124

-15%

-17%

$ 16,166

$ 8,344

94%

Earnings Per Share (4) :

               

Diluted

$ 0.35

$ 0.41

$ 0.46

-15%

-24%

$ 1.32

$ 0.77

71%

                 

Stockholders' Equity

$ 123,154

$ 119,474

$ 93,196

3%

32%

     

Book Value Per Share

$ 12.71

$ 12.23

$ 10.00

4%

27%

     

Total Assets

$ 384,039

$ 441,791

$ 407,163

-13%

-6%

     

Investment Executives

425

416

419

2%

1%

     

Full-Time Employees

1,158

1,145

1,115

1%

4%

     

Locations

87

87

84

0%

4%

     

Total Client Assets

$19,594,000

$21,250,000

$18,842,000

-8%

4%

     

(1) Non-interest expenses exclude depreciation and amortization of intangibles and employment incentives. Employment incentives include up-front loans and restricted stock units.

(2) Adjusted EBITDA, which is defined as net income before income taxes, depreciation, amortization of intangibles and employment incentives, and interest on long-term debt, represents a non-GAAP financial measure. A reconciliation of adjusted EBITDA to net income, the most directly comparable measure under accounting principles generally accepted in the United States (GAAP), is included in the table above. The Company believes that adjusted EBITDA is a useful measure of financial performance because of its focus on the Company's results from operations before income taxes, depreciation, amortization, and interest. The Company also believes that this measure is an alternative financial measure of performance used by investors, rating agencies, and financial analysts to estimate the value of a company and evaluate its ability to meet debt service requirements.

(3) Long-term debt is composed of 9% $34.5 million Debenture to Stifel Financial Capital Trust I issued April 25, 2002.

(4) All earnings per share amounts have been adjusted to reflect the four-for-three stock split distributed in September 2004.

Note: Certain prior period amounts have been reclassified to conform to the current period presentation.

Page 6 of 6


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