SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 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 July 31, 1999: 6,831,817, par value $0.15. 2 Stifel Financial Corp. And Subsidiaries Form 10-Q Index June 30, 1999 PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Statements of Financial Condition -- June 30, 1999 and December 31, 1998........................ 3 - 4 Consolidated Statements of Operations -- Three Months Ended June 30, 1999 and June 30, 1998......... 5 Consolidated Statements of Operations -- Six Months Ended June 30, 1999 and June 30, 1998........... 6 Consolidated Statements of Cash Flows-- Six Months Ended June 30, 1999 and June 30, 1998........... 7 - 8 Notes to Consolidated Financial Statements................... 9 - 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................... 12 - 15 Item 3. Quantitative and Qualitative Disclosures about Market Risk......................................................... 16 PART II. OTHER INFORMATION Item 1. Legal Proceedings....................................... 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) June 30, December 31, 1999 1998 ------------ ------------ ASSETS Cash and cash equivalents $ 19,367 $ 12,835 Cash segregated for the exclusive benefit of customers 179 177 Receivable from brokers and dealers 32,759 23,946 Receivable from customers, net of allowance for doubtful receivables of $561 and $556, respectively 233,377 213,709 Securities owned, at fair value 23,112 38,632 Membership in exchanges, at cost 513 513 Office equipment and leasehold improvements, at cost, net of allowances for depreciation and amortization of $13,125 and $12,361, respectively 6,922 5,315 Goodwill, net of accumulated amortization of $692 and $1,721, respectively 1,677 3,874 Notes receivable from and advances to officers and employees, net of allowance for doubtful receivables from former employees of $448 and $482, respectively 6,547 6,460 Deferred tax asset 3,410 3,213 Other assets 31,956 26,331 ------------ ------------ Total Assets $ 359,819 $ 335,005 ============ ============ 4 STIFEL FINACIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (CONTINUED) (UNAUDITED) (In thousands, except par values and share amounts) JUNE 30, DECEMBER 31, 1999 1998 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Short-term borrowings from banks $ 59,750 $ 62,890 Payable to brokers and dealers 125,032 104,769 Payable to customers 44,467 37,306 Securities sold, but not yet purchased, at fair value 2,869 998 Drafts payable 11,011 18,210 Accrued employee compensation 14,414 18,320 Obligations under capital leases 1,398 848 Accounts payable and accrued expenses 13,772 16,117 Long-term debt 29,968 20,570 ------------ ------------ Total Liabilities 302,681 280,028 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 7,376,176 and 7,219,335 shares, respectively 1,106 1,084 Additional paid-in capital 43,270 41,867 Retained earnings 21,529 18,291 ------------ ------------ 65,905 61,242 Less: Treasury stock, at cost, 503,894 and 222,743 shares, respectively 4,964 2,162 Unamortized expense of restricted stock awards 885 1,081 Unearned employee stock ownership plan shares, at cost, 227,733 and 235,866 shares, respectively 2,918 3,022 ------------ ------------ Total Stockholders' Equity 57,138 54,977 ------------ ------------ $ 359,819 $ 335,005 ============ ============ 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 June 30, June 30, 1999 1998 ---------- ---------- REVENUES Commissions $ 17,411 $ 13,982 Principal transactions 5,983 5,979 Investment banking 2,502 3,703 Interest 4,425 5,115 Other 7,514 5,293 ---------- ---------- 37,835 34,072 EXPENSES Employee compensation and benefits 22,950 21,239 Communications and office supplies 2,340 2,121 Occupancy and equipment rental 2,948 2,223 Interest 2,102 2,883 Commissions and floor brokerage 676 701 Other operating expenses 3,414 2,805 ---------- ---------- 34,430 31,972 ---------- ---------- INCOME BEFORE INCOME TAXES 3,405 2,100 Provision for income taxes 1,161 876 ---------- ---------- NET INCOME $ 2,244 $ 1,224 Net income per share: Basic $ 0.33 $ 0.18 Diluted $ 0.32 $ 0.17 Dividends declared per share $ 0.03 $ 0.03 Average common equivalent shares outstanding: Basic 6,728 6,864 Diluted 7,089 7,293 See Notes to Consolidated Financial Statements. 6 STIFEL FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except per share amounts) Six Months Ended June 30, June 30, 1999 1998 ---------- ---------- REVENUES Commissions $ 34,676 $ 27,591 Principal transactions 12,424 15,519 Investment banking 5,514 7,266 Interest 8,903 9,870 Other 13,335 9,665 ---------- ---------- 74,852 69,911 EXPENSES Employee compensation and benefits 46,807 43,883 Communications and office supplies 4,366 4,086 Occupancy and equipment rental 5,511 4,328 Interest 4,072 5,423 Commissions and floor brokerage 1,449 1,350 Other operating expenses 6,427 5,324 ---------- ---------- 68,632 64,394 ---------- ---------- INCOME BEFORE INCOME TAXES 6,220 5,517 Provision for income taxes 2,189 2,241 ---------- ---------- NET INCOME $ 4,031 $ 3,276 Net income per share: Basic $ 0.59 $ 0.48 Diluted $ 0.56 $ 0.45 Dividends declared per share $ 0.06 $ 0.06 Average common equivalent shares outstanding: Basic 6,785 6,824 Diluted 7,138 7,231 See Notes to Consolidated Financial Statements. 7 STIFEL FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)(In thousands) Six Months Ended June 30, June 30, 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 4,031 $ 3,276 Noncash items included in earnings: Depreciation and amortization 882 837 Bonus notes amortization 840 336 Gain on sale of subsidiary 1,496 - - Deferred items (184) 901 Restricted stock awards amortization 202 217 ---------- ---------- 7,267 5,567 Decrease (increase) in assets: Operating receivables (28,481) (12,472) Cash segregated for the exclusive benefit of customers (2) (3) Securities owned 15,520 (11,587) Notes receivable from officers and employees (927) (2,541) Other assets (3,920) (1,938) Increase (decrease) in liabilities: Operating payables 27,424 55,780 Securities sold, but not yet purchased 1,871 (756) Drafts payable, accrued employee compensation, and accounts payable and accrued expenses (13,033) (11,076) ---------- ---------- Cash Flows From Operating Activities 5,719 20,974 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from: Sale of property 12 - - Sale of subsidiary 4,609 51 Payments for: Acquisition of office equipment and leasehold improvements (1,459) (2,221) Acquisition of investments (6,012) (5,828) ---------- ---------- Cash Flows From Investing Activities (2,850) (7,998) 8 STIFEL FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) UNAUDITED (In Thousands) Six Months Ended June 30, June 30, 1999 1998 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings, net $ (3,140) $ (19,550) Proceeds from: Issuance of stock 1,466 1,397 Issuance of long-term debt 9,398 370 Payments for: Repurchase of stock (3,252) (86) Principal payments under capital lease obligation (374) (177) Cash dividends (435) (402) ---------- ---------- Cash Flows From Financing Activities 3,663 (18,448) Increase (decrease) in cash and cash equivalents 6,532 (5,472) Cash and cash equivalents - beginning of period 12,835 15,366 ---------- ---------- Cash and Cash Equivalents - end of period $ 19,367 $ 9,894 ========== ========== Supplemental disclosure of cash flow information: Income tax payments $ 2,269 $ 3,867 Interest payments $ 4,117 $ 5,371 Schedule of noncash investing and financing activities: Employee stock ownership plan $ 77 - - Fixed assets acquired under capital lease $ 924 $ 495 Restricted stock awards and stock units, net of forfeitures $ 361 $ 1,015 Stock Dividend $ 77 $ 30 See Notes to Consolidated Financial Statements. 9 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 and six months ended June 30, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. 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, 1998. Where appropriate, prior years' 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 June 30, 1999, SN & Co. had net capital of $32,659,000, which was 13.12% of its aggregate debit items, and $27,680,000 in excess of the minimum required net capital. 10 NOTE C - SEGMENT REPORTING The Company's reportable segments include private client, capital markets, and other. The private client segment includes 52 branch offices and 112 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 June 30, 1999 1998 - ----------------------------------------------------------------- Revenues Private Client $ 31,478 $ 28,224 Capital Markets 3,436 3,991 Other 2,921 1,857 - ----------------------------------------------------------------- Total Revenues $ 37,835 $ 34,072 ================================================================= Operating Contribution Private Client $ 4,890 $ 4,346 Capital Markets 396 296 Other 1,950 536 - ----------------------------------------------------------------- Total Operating Contribution 7,236 5,178 - ----------------------------------------------------------------- Unallocated Overhead (3,831) (3,078) - ----------------------------------------------------------------- Pre-Tax Income $ 3,405 $ 2,100 ================================================================= - ----------------------------------------------------------------- Six Months Ended June 30, 1999 1998 - ----------------------------------------------------------------- Revenues Private Client $ 62,119 $ 57,053 Capital Markets 8,159 7,981 Other 4,574 4,877 - ----------------------------------------------------------------- Total Revenues $ 74,852 $ 69,911 ================================================================= Operating Contribution Private Client $ 10,557 $ 9,967 Capital Markets 438 1,353 Other 2,493 770 - ----------------------------------------------------------------- Total Operating Contribution 13,488 12,090 Unallocated Overhead (7,268) (6,573) - ----------------------------------------------------------------- Pre-Tax Income $ 6,220 $ 5,517 ================================================================= The Company has not disclosed asset information by segment, as the information is not produced internally and its preparation is impracticable. 11 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 and six months ended June 30, are as follows (in thousands, except per share amounts): - ----------------------------------------------------------------- Three Months Ended June 30, 1999 1998 - ----------------------------------------------------------------- Income Available to Common Stockholders Net Income $ 2,244 $ 1,224 - ----------------------------------------------------------------- Weighted Average Shares Outstanding Basic Weighted Average Shares Outstanding: 6,728 6,864 Potential Common Shares From Employee Benefit Plans 361 429 Diluted Weighted Average Shares Outstanding 7,089 7,293 - ----------------------------------------------------------------- Basic Earnings Per Share $ 0.33 $ 0.18 Diluted Earnings Per Share $ 0.32 $ 0.17 ================================================================= - ----------------------------------------------------------------- Six Months Ended June 30, 1999 1998 - ----------------------------------------------------------------- Income Available to Common Stockholders Net Income $ 4,031 $ 3,276 - ----------------------------------------------------------------- Weighted Average Shares Outstanding Basic Weighted Average Shares Outstanding: 6,785 6,824 Potential Common Shares From Employee Benefit Plans 353 407 Diluted Weighted Average Shares Outstanding 7,138 7,231 - ----------------------------------------------------------------- Basic Earnings Per Share $ 0.59 $ 0.48 Diluted Earnings Per Share $ 0.56 $ 0.45 ================================================================= NOTE E- SALE OF SUBSIDIARY On April 27, 1999, the Company completed the sale of one of its investment advisory subsidiaries, Todd Investment Advisors to a subsidiary of Western & Southern Life Insurance Company ("W&S"), a significant shareholder. The Company recorded a pre- tax gain of approximately $1.5 million and is included in other income. NOTE F - SUBSEQUENT EVENTS On July 29, 1999, the Company's Board of Directors declared a regular quarterly cash dividend of $0.03 per share, payable on August 25, 1999 to stockholders of record as of the close of business on August 11, 1999. On July 30, 1999, the Company issued an additional $5,000,000 long term notes payable to W&S, due June 30, 2004 with interest payable monthly at the rate of 8% per annum. ****** 12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Six months ended June 1999 as compared to six months ended June 1998 The Company recorded net earnings of $4.0 million or $0.56 per diluted share on total revenues of $74.9 million for the six months ended June 30, 1999 compared to net earnings of $3.3 million or $0.45 per diluted share on total revenues of $69.9 million for the same period one year earlier. The Company's expansion of its Private Client Group, which began in 1998, was evident during 1999 when compared to the same period one year earlier. Private client branch offices, investment executives, and independent contractors increased by 10, 24, and 35, respectively over 1998 representing increases of 24%, 9%, and 30%, respectively. 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 June 30, 1998 to June 30, 1999, the Dow increased 2,019 (23%) from 8,952 to 10,971, while trading volumes on the NYSE and NASDAQ increased 29% and 30%, respectively, over 1998 which contributed to a 24% increase in the number of customer trades by the Company. Total revenues increased $4.9 million (7%) primarily as a result of growth in commissions and other revenues which increased $7.1 million (26%) and $3.7 million (38%) respectively, partially offset by decreases in principal transactions, investment banking and interest revenues, which declined $3.1 million (20%), $1.8 million (24%) and $967,000 (10%) respectively. Revenues from commissions rose due to private client expansion and strong markets as referred to above. Main components of the increase were from sales of over-the-counter equities, insurance products, and mutual funds, which increased 48%, 67%, and 18% respectively. Revenues from principal transactions decreased primarily due to decreases in revenues generated by the sale of unit investment trusts. During the first quarter of 1998, the Company underwrote a unit investment trust, which generated $3.8 million in revenues. Investment banking revenues declined principally due to a decrease in municipal bond underwritings of $957,000 (34%) and decreased new issue equity underwritings and participations in corporate offerings of $1.7 million (41%) offset by an increase in financial advisory fees for private placements of $864,000 (266%). 13 Interest revenue declined as a result of decreased borrowings by customers, combined with decreases in the rates charged to those customers. Other revenues increased, principally due to growth in managed account service fees, and growth in money market account fees which increased 21% and 45%, respectively and the Company's $1.5 million pre-tax gain on the sale of one of its investment advisory subsidiaries, Todd Investment Advisors, Inc. completed on April 27, 1999. Total expenses increased $4.2 million (7%) principally as a result of increased compensation and benefits and increased expenses related to the Company's expansion. Employee compensation and benefits, a significant portion of the Company's total expense, increased $2.9 million (7%) in the first six months of 1999. The fixed component of compensation, primarily salaries, increased $1.5 million (13%) as a result of normal year-to-year salary increases and the addition of 29 non- sales associates. The majority of personnel increases resulted from the expansion of the Private Client Group, and related product support departments. The increase in the variable component of compensation of $1.4 million (5%) grew in conjunction with the increases in revenues and profitability. Occupancy and Equipment Rental increased $1.2 million (27%), principally due to the addition of ten branch offices and increased depreciation expense related to increases in capitalized equipment to upgrade technology and support private client expansion. Interest expense declined $1.4 million (25%) due to decreased borrowings by the Company to finance customer margin accounts, combined with decreases in the rates paid on those borrowings. Other Operating Expenses increased $1.1 million (21%) principally due to increases in the provision for future litigation related primarily to the Company's former Oklahoma operations offset by decreases in professional fees. The effective tax rate for the first six months ended June 30, 1999 decreased to 35.2 % from 40.6 % for the same period one year earlier primarily due to the tax effect of the gain on the disposition of Todd and reduced state taxes. 14 Three months ended June 1999 as compared to three months ended June 1998 The Company recorded net earnings of $2.2 million or $0.32 per diluted share on total revenues of $37.8 million for the second quarter ended June 30, 1999 compared to net earnings of $1.2 million or $0.17 per diluted share on total revenues of $34.1 million for the same period one year earlier. The explanation of revenue and expense fluctuations presented for the six month period are generally applicable to the three month operations with exception of the following items: Principal transactions remained relatively unchanged for the three months ended June 30, 1999 when compared to the same period one-year earlier. Despite strong markets for equity products, demand for stocks in which the Company makes a market in, primarily financial institutions, declined, offset by increased demand for fixed income products. Year 2000 The Year 2000 issue is the result of computer programs currently written in two-digit format, rather than four-digit, to define the applicable year, which affects the ability of computer systems to accurately process dates ending after December 31, 1999. As of June 1999, the Company has completed all remedies and testing on its internal computer systems which the Company believes are necessary to prepare for the Year 2000. In addition, the Company believes the third party vendor that provides record keeping and transaction processing for the Company's customer accounts has adequately demonstrated its readiness for Year 2000. The Company participated in the industry-wide testing of securities transaction processing in a simulated Year 2000 environment with the third party vendor in March and April 1999 with no significant problems noted. The Company has also reviewed the testing of other record keeping functions on the third party vendor's system that was performed in January 1999 by other users of the vendor's system. No significant items were noted. The Company will continue to perform record keeping testing through the remainder of 1999. Internal remedies for the Company, performed over the past several years, have included a review of all vendor supplied software and replacement with Year 2000 compliant versions when necessary and updates to programming code on its small number of internally created AS/400 programs. The Company has also replaced substantially all computer hardware with Year 2000 compliant systems as part of its business plan for upgrading its technology capabilities. 15 The Company believes that the incremental costs associated with modifications for internal software and systems has not been material to the Company's financial statements. However, the interdependent nature of securities transactions and the success of the Company's external counterparties and vendors, including the third-party vendor mentioned above, in dealing with this issue could significantly influence the Company's estimate of the impact the Year 2000 will have on its business. The Company has identified and developed contingency plans for its internally provided mission critical systems, i.e. staffing, processing alternatives, etc. The Company is monitoring the development of contingency plans by its mission critical third party vendors. In particular, the third party vendor mentioned above expects contingency plans to be fully developed by the third quarter of 1999. Present plans by the third party vendor include: extra staffing; increased communications with major exchanges and utilities over the January 1, 2000 weekend; moratoriums on staff vacations and time off during December/January period; and readiness to invoke normal disaster recovery plan (backup power, hot site readiness). Forward-Looking Statements The Management's Discussion and Analysis of financial Condition and Results of Operations, including the discussion under "Year 2000," 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, third-party or Company failures to achieve timely, effective remediation of the Year 2000 issues, 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, 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. Management believes the funds from operations, available informal short-term credit arrangements, and long-term borrowings, at June 30, 1999, 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 June 30, 1999, Stifel, Nicolaus had net capital of approximately $32.7 million which exceeded the minimum net capital requirements by approximately $27.7 million. 16 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, 1998. 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, 1998. Such information is hereby incorporated by reference. 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 June 30, 1999. 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: August 13, 1999 By/s/ Ronald J. Kruszewski -------------------- Ronald J. Kruszewski (President and Chief Executive Officer) Date: August 13, 1999 By/s/ James M. Zemlyak ---------------- James M. Zemlyak (Principal Financial and Accounting Officer) 18 STIFEL FINANCIAL CORP. AND SUBSIDIARIES EXHIBIT INDEX June 30, 1999 Exhibit Number Description - ------------------------------------------------------------------------------- 27 Financial Data Schedule (furnished to the Securities and Exchange Commission for Electronic Data Gathering, Analysis, and Retrieval [EDGAR] purposes only)