SEC Comment Letter for STIFEL FINANCIAL CORP (SF, SFB, SF-PB, SF-PC, SF-PD) (CIK 0000720672) (SF) — Dec 15, 2016
STIFEL FINANCIAL CORP (SF, SFB, SF-PB, SF-PC, SF-PD) (CIK 0000720672)
Date: Dec. 15, 2016 · CIK: 0000720672 · Accession: 0000000000-16-105067
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-09305
Letter
Mail Stop 4720 December 15 , 2016 Mr. James M. Zemlyak President and Chief Financial Officer Stifel Financial Corp. 501 North Broadway, St. Louis, MO 63102 -2188
Re: Stifel Financial Corp . Form 10 -K for the Fiscal Year Ended December 31, 2015 Filed March 1, 2016 Form 8 -K dated November 2 , 2016 File No. 001-09305
Dear Mr. Zemlyak :
We have review ed your Form 8 -K dated November 2, 2016 and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to th ese comment s within ten business days by providing the requested information or advise us as soon as possible when you will res pond. If you do not believe our comment s apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comment s, we may have additional comments.
Form 8 -K dated November 2, 2016 Exhibit 99.1
1. In this earnings release you present non -GAAP measures for net revenues, compensation ratio, non -compensation ratio, pre -tax operating margin, net income, earnings per diluted common share and earnings per diluted common share available to common shareholders. Please revise future filings to include a reconciliation to the most comparable GAAP measure for each non -GAAP measure presented as required by Item 10(e)(1)(i)(B) of Regulation S -K. It appears that you only reconciled the non -GAAP net income. Please als o disclose the reasons the acquisition -related expenses are not representative of the costs of running your on-going business.
2. Please disclose how your GAAP and non -GAAP pre -tax operating margin ratios are calculated and reconcile each measure used to cal culate these percentages.
Mr. James M. Zemlyak Stifel Financial Corp December 15 , 2016 Page 2
3. Please revise future disclosure to include the comparable GAAP compensation ratio and non - compensation ratio in your narrative on page 3. In addition, please clarify if the non -GAAP ratios are calculated using non -GAAP revenue.
4. Please confirm that in future filings you will no longer present any historical non -GAAP EPS amounts that exclude duplicative expenses.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Dana Hartz, Senior Staff Accountant , at (202) 551 -4491 or me at (202) 551-3752 with any questions .
Sincerely,
/s/ Gus Rodriguez
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Mail Stop 4720 December 15 , 2016 Mr. James M. Zemlyak President and Chief Financial Officer Stifel Financial Corp. 501 North Broadway, St. Louis, MO 63102 -2188 Re: Stifel Financial Corp . Form 10 -K for the Fiscal Year Ended December 31, 2015 Filed March 1, 2016 Form 8 -K dated November 2 , 2016 File No. 001-09305 Dear Mr. Zemlyak : We have review ed your Form 8 -K dated November 2, 2016 and have the following comments . In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to th ese comment s within ten business days by providing the requested information or advise us as soon as possible when you will res pond. If you do not believe our comment s apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comment s, we may have additional comments. Form 8 -K dated November 2, 2016 Exhibit 99.1 1. In this earnings release you present non -GAAP measures for net revenues, compensation ratio, non -compensation ratio, pre -tax operating margin, net income, earnings per diluted common share and earnings per diluted common share available to common shareholders. Please revise future filings to include a reconciliation to the most comparable GAAP measure for each non -GAAP measure presented as required by Item 10(e)(1)(i)(B) of Regulation S -K. It appears that you only reconciled the non -GAAP net income. Please als o disclose the reasons the acquisition -related expenses are not representative of the costs of running your on-going business. 2. Please disclose how your GAAP and non -GAAP pre -tax operating margin ratios are calculated and reconcile each measure used to cal culate these percentages. Mr. James M. Zemlyak Stifel Financial Corp December 15 , 2016 Page 2 3. Please revise future disclosure to include the comparable GAAP compensation ratio and non - compensation ratio in your narrative on page 3. In addition, please clarify if the non -GAAP ratios are calculated using non -GAAP revenue. 4. Please confirm that in future filings you will no longer present any historical non -GAAP EPS amounts that exclude duplicative expenses. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Dana Hartz, Senior Staff Accountant , at (202) 551 -4491 or me at (202) 551-3752 with any questions . Sincerely, /s/ Gus Rodriguez Gus Rodriguez Account ing Branch Chief Office of Financial Servi ces