UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2003
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________________ to ___________________
Commission file number 1-9305
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices:
STIFEL FINANCIAL CORP.
Issuer's telephone number, including area code 314-342-2000
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Stifel, Nicolaus Profit Sharing 401(k) Plan Financial Statements as of |
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TABLE OF CONTENTS
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Page |
Report of Independent Registered Public Accounting Firm |
1 |
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2003 AND 2002 |
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Statements of Net Assets Available for Benefits |
2 |
Statement of Changes in Net Assets Available for Benefits |
3 |
Notes to Financial Statements |
4-7 |
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED |
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Form 5500, Schedule H, Part IV, Line 4i-Schedule of Assets Held for Investment Purposes Certain supplemental schedules required by rules and regulations of the Department of Labor are omitted because of the absence of conditions under which they are required. |
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Signatures |
9 |
Exhibit Index |
10 |
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REPORT OF
Administrative Committee and Trustees
Stifel, Nicolaus Profit Sharing 401(k) Plan
St. Louis, Missouri
We have audited the accompanying statements of net assets available for benefits of Stifel, Nicolaus Profit-Sharing 401(k) Plan (the "Plan") as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2003 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
St. Louis, Missouri
June 25, 2004
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN |
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS |
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YEARS ENDED DECEMBER 31, 2003 AND 2002 |
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2003 |
2002 |
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ASSETS: |
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Investments, at fair value |
$ 52,979,971 |
$ 38,232,756 |
Participant loans receivable |
1,159,135 |
1,093,022 |
Employer's contribution receivable |
- - |
46 |
Participants' contribution receivable |
- - |
10,252 |
NET ASSETS AVAILABLE FOR BENEFITS |
$ 54,139,106 |
$ 39,336,076 |
See notes to financial statements. |
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Page 2
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 2003 ADDITIONS: Net appreciation in fair value of investments $ 10,862,238 Participants' contributions 5,569,206 Employer's contributions-net of forfeitures 416,483 Interest income 305,503 Total additions 17,153,430 DEDUCTIONS: Benefits paid to participants (2,307,762) Other (42,638) Total deductions (2,350,400) NET INCREASE 14,803,030 NET ASSETS AVAILABLE FOR BENEFITS-Beginning of year 39,336,076 NET ASSETS AVAILABLE FOR BENEFITS-End of year $ 54,139,106 See notes to financial statements. Page 3
STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2003 AND 2002 1. DESCRIPTION OF THE PLAN
The following description of the Stifel, Nicolaus Profit Sharing 401(k) Plan (the "Plan") (formerly the Stifel, Nicolaus Profit Sharing Fund) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions.
General -The Plan is a defined contribution plan covering all employees of Stifel, Nicolaus & Company, Incorporated (the "Company") and affiliates who meet the eligibility provisions of the Plan. CG Trust Company serves as the Plan trustee and custodian. CIGNA Retirement & Investment Services ("CIGNA") served as the Plan administrator. The Plan meets the requirements of a 401(k) plan under the Internal Revenue Code of 1954, as amended. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Eligible Participants -Employees are eligible to participate in the Plan the first of the month following 31 days of employment.
Participant Contributions -Employees are eligible to contribute an amount from 1% to 100% of their eligible compensation in increments of 1%, subject to Internal Revenue Service limitations. Effective January 1, 2002, the Plan added a catch-up contribution option pursuant to the Economic Growth and Tax Relief Reconciliation Act of 2001. The catch-up contribution allowed employees who reach age 50 or more during the calendar year to make a catch-up contribution to the Plan of up to $2,000 in 2003.
Company Contributions -The Plan includes a matching contribution by the Company, which is determined at the beginning of each plan year by the Board of Directors of the Company. The matching contribution for the year ended December 31, 2003 was 50% of the first $1,000 contributed by the participant. Matching contributions are allocated to investment options based on the participants' elections at the time of contribution.
In addition, each year the Company may make a discretionary contribution based on profitability. Discretionary contributions are allocated to the participants employed on the last day of the Plan year using a combination of two methods: on a per capita basis and on the basis of participants' contributions. There were no discretionary contributions in 2003.
Loans to Participants - The Plan has a provision to allow loans to participants of the Plan if the Trustees determine a participant qualifies for such loan. The loans are limited to the lesser of $50,000 or 50% of the vested portion of the participant's accounts under the Plan. The repayment period shall not exceed five years, unless such loan is used to acquire a dwelling unit, which will be used as the principal residence of the participant, in which case the repayment period shall not exceed ten years, and interest is charged at prime rate plus one percent. The borrowing participants are charged an initial processing fee and a monthly service charge for each month the loan is outstanding.
Investment Options -Upon enrollment in the Plan, a participant may direct contributions in 1% increments to any of the then available investment options.
Page 4
The investment options as of December 31, 2003 and 2002 are as follows:
For more information regarding the Plan's investment alternatives and fund performance, participants should refer to the Plan agreement and published information provided by such funds.
Participant Accounts -Participants are given the options to change their deferral percentages, change investment elections for future contributions and may transfer any existing balances among the offered funds at any time.
Vesting -Effective January 1, 2002, the vesting period for Company contributions was changed from a four year to a three year cliff vesting schedule. The three year cliff vesting schedule was retroactive for Company contributions to participants who were still actively employed on January 1, 2002. Participants are fully vested in their individual contributions at all times.
Payment of Benefits -Retiring participants, participants leaving the employment of the Company due to disabling illness or injury, and participants whose employment is terminated prior to retirement, disability, or death will receive the vested balance in their individual account in a lump sum, net of any outstanding loan balance. Upon death, a participant's account is paid in a lump sum to the designated beneficiary. Effective January 1, 2002, the Plan added a hardship withdrawal option pursuant to the Economic Growth and Tax Relief Reconciliation Act of 2001.
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Forfeited Plan Assets -Effective January 1, 2002, if a participant forfeits any unvested balances in their account, these Plan assets are reallocated, on the last day of the Plan year, first to restore forfeited Plan accounts of former participants who are reemployed and become a participant again prior to incurring five consecutive one-year breaks-in-service then to cover Plan expenses and finally to reduce the Company match. The amount of forfeitures used to reduce the Company match in 2003 was $26,937.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting -The financial statements of the Plan are prepared on an accrual basis.
Investment Valuation and Income Recognition -All investments are stated at fair value based upon quoted market prices except for loans to participants, which are valued at cost, which approximates fair value. The Plan presents in the statement of changes in net assets, the net appreciation/(depreciation) in the fair value of its investments, which consist of the realized gains or losses and the unrealized appreciation/(depreciation) on those investments. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Payment of Benefits -Benefits are recorded when paid.
Use of Estimates -The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.
The Plan invests in various securities which, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the statement of net assets available for benefits.
3. RIGHT TO TERMINATE THE PLAN
Although the Company has not expressed any intent to do so, the Company has the right to terminate the Plan at any time, subject to the provisions of ERISA. In the event of Plan termination, all participants become 100% vested in their accounts and the assets are distributed to the participants on the basis of the value of each participant's account as of the date of termination.
4. TRANSACTIONS WITH PARTIES-IN-INTEREST
Certain Plan investments are shares of mutual funds managed by the Plan administrator. The common stock of Stifel Financial Corp., the parent of the Company, is also an investment option. Plan wide administrative expenses are paid by the Company. Fees specific to participants' accounts are paid by the participant to CIGNA. In 2003, these fees totaled $42,638.
Page 6
5. INVESTMENTS
The fair value of individual investments that represent five percent or more of the Plan's net assets available for plan benefits are as follows:
2003 |
2002 |
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Guaranteed Income Fund |
$ 8,259,422 |
$ 6,647,459 |
Small Cap Growth/Timessquare Fund |
6,127,712 |
4,377,596 |
CIGNA Direct Fund |
5,555,984 |
3,661,342 |
AIM Premier Equity Fund |
4,833,633 |
5,171,990 |
Templeton Foreign Account |
3,753,757 |
2,849,007 |
Large Cap Growth/Goldman Sachs Fund |
3,709,083 |
3,056,116 |
Stifel Financial Corp. Common Stock (greater than 5% only in 2003) |
3,617,843 |
1,761,361 |
Lazard Equity Account |
3,045,820 |
3,259,700 |
During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
Net Appreciation in Fair Value |
2003 |
Mutual funds |
$ 7,862,299 |
Stifel Financial Corp. Common Stock |
1,544,880 |
Direct fund |
1,455,059 |
$ 10,862,238 |
6. INCOME TAX STATUS
The Internal Revenue Service has ruled, as of the most recent opinion letter dated February 6, 2002, that the Plan qualifies under Section 401(a) of the Internal Revenue Code and is, therefore, not subject to tax under present income tax laws. The Plan has been amended since receiving the determination letter. However, the Company believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.
7. SUBSEQUENT EVENTS
On April 1, 2004, CIGNA Corporation completed the sale of its retirement benefits business to Prudential Financial, Inc. As a result of the sale, Prudential Financial, Inc. established Prudential Retirement ("Prudential") to provide retirement services to customers and serve as the Plan administrator. The transition of administrators from CIGNA to Prudential did not affect the net assets or administration of the Plan.
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STIFEL, NICOLAUS PROFIT SHARING 401(k) PLAN |
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FORM 5500, SCHEDULE H, PART IV, LINE 4i- |
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SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES |
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DECEMBER 31, 2003 |
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(a) |
(b) |
(c) |
(d) |
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Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
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Identity of Issue, Borrower, Lessor or Similar Party |
Fair Value |
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* |
CIGNA Lifetime 60 |
Mutual Fund (2,842 shares) |
$ 59,200 |
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* |
CIGNA Lifetime 50 |
Mutual Fund (4,784 shares) |
106,059 |
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* |
CIGNA Lifetime 40 |
Mutual Fund (8,971 shares) |
201,096 |
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* |
CIGNA Lifetime 30 |
Mutual Fund (6,450 shares) |
151,013 |
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* |
CIGNA Lifetime 20 |
Mutual Fund (4,188 shares) |
97,209 |
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* |
S&P 500 Index |
Mutual Fund (29,024 shares) |
1,816,639 |
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AIM Premier Equity Fund |
Mutual Fund (115,292 shares) |
4,833,633 |
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Templeton Foreign Account |
Mutual Fund (232,038 shares) |
3,753,757 |
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* |
Stifel Financial Corp. Common Stock |
Common Stock (185,530 shares) |
3,617,843 |
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* |
CIGNA Direct Fund |
Mutual Fund (5,555,984 shares) |
5,555,984 |
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* |
Guaranteed Income Fund |
Mutual Fund (232,429 shares) |
8,259,422 |
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Large Cap Growth/Goldman Sachs Fund |
Mutual Fund (362,461 shares) |
3,709,083 |
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Small Cap Growth/Timessquare Fund |
Mutual Fund (316,019 shares) |
6,127,712 |
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Invesco Dynamics |
Mutual Fund (63,853 shares) |
1,369,705 |
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Lazard Equity Account |
Mutual Fund (112,577 shares) |
3,045,820 |
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Small Cap Value/Perkins, Wolf, McDonnell |
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Fund |
Mutual Fund (120,702 shares) |
2,455,627 |
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Large Cap Value/Wellington Management |
Mutual Fund (117,679 shares) |
1,207,191 |
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Waddell & Reed Accumulative Class A Shares |
Mutual Fund (23,736 shares) |
156,758 |
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Large Cap Growth/Dresdner RCM |
Mutual Fund (38,347 shares) |
252,578 |
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Mid Cap Value/Wellington Management |
Mutual Fund (93,247 shares) |
1,357,709 |
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Mid Cap Growth/Artisan Partners |
Mutual Fund (92,894 shares) |
831,065 |
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Timessquare High Grade Bond Fund |
Mutual Fund (103,781 shares) |
1,459,074 |
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The Investment Company of America |
Mutual Fund (88,743 shares) |
2,555,794 |
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52,979,971 |
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Participant loans receivable |
Promissory notes, interest rates |
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from 5.00% to 10.50%; maturity |
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dates through October 2013 |
1,159,135 |
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Total |
$ 54,139,106 |
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* Represents party-in-interest transactions. |
Page 8
SIGNATURES
The Plan. Pursuant to the requirements of Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
Stifel, Nicolaus Profit Sharing 401(k) Plan |
Date: June 28, 2004 |
By /s/ Bernard N. Burkemper |
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Bernard N. Burkemper |
Page 9
STIFEL FINANCIAL CORP. AND SUBSIDIARIES EXHIBIT INDEX December 31, 2003
Exhibit Number |
Description |
23 |
Consent of Independent Registered Public Accounting Firm |