UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
Form 10-K
________
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2013
Commission File Number 1-15799
________
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Exact Name Of Registrant As Specified In Its Charter)
Florida
(State or other jurisdiction of
incorporation or organization)
4400 Biscayne Boulevard, 12th Floor
Miami, Florida
(Address of principal executive offices)
65-0701248
(I.R.S. Employer
Identification Number)
33137
(Zip Code)
(305) 572-4100
(Registrant’s telephone number, including area code)
________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $.0001 per share
8.00% Series A Cumulative Redeemable Preferred Stock,
Liquidation Preference $25.00 per share
Name of each exchange on which registered
NYSE MKT
NYSE MKT
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ¨ No þ
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 þ No¨
Indicate by check mark whether the registrant has submitted electronically and posted on it’s corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or information statement incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨ Smaller reporting company ¨ (Do not check if a smaller
reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
As of June 28, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of
the registrant’s common stock (based on the closing price on the NYSE MKT on that date) held by non-affiliates of the registrant was
approximately $168,954,730.
As of March 1, 2014, there were 181,363,363 shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference:
Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K is incorporated by reference from the definitive Proxy Statement
for the 2014 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission no later than 120 days after the end of
the Registrant’s fiscal year covered by this report.
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LADENBURG THALMANN FINANCIAL SERVICES INC.
Form 10-K
TABLE OF CONTENTS
PART 1
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
SIGNATURES
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ITEM 1. BUSINESS.
General
PART I
We are engaged in independent brokerage and advisory services, investment banking, equity research, institutional sales and trading, asset
management services and trust services through our principal subsidiaries, Securities America, Inc. (collectively with related companies,
“Securities America”), Triad Advisors, Inc. (“Triad”), Investacorp, Inc. (collectively with related companies, “Investacorp”), Ladenburg
Thalmann & Co. Inc. (“Ladenburg”), Ladenburg Thalmann Asset Management Inc. (“LTAM”) and Premier Trust, Inc. (“Premier Trust”). We
are committed to establishing a significant presence in the financial services industry by meeting the varying investment needs of our clients.
Through our acquisitions of Securities America in November 2011, Triad in August 2008 and Investacorp in October 2007, we have
established a leadership position in the independent broker-dealer industry. During the past decade, this has been one of the fastest growing
segments of the financial services industry. With more than 2,700 financial advisors located in 50 states, we have become one of the
approximately 10 largest independent broker-dealer networks. We believe that we have the opportunity through internal growth, recruiting and
acquisitions to continue expanding our market share in this segment over the next several years. Since 2007, our plan has been to marry the
more stable and recurring revenue and cash flows of the independent broker-dealer business with Ladenburg’s traditional investment banking,
capital markets, institutional, sales and trading and related businesses. Ladenburg’s traditional businesses are generally more volatile and
subject to the cycles of the capital markets than our independent broker-dealer subsidiaries, but historically have enjoyed strong operating
margins in good market conditions. Our goal has been to build sufficient scale in our independent brokerage business, with the accompanying
more steady cash flows it can produce, so regardless of capital market conditions, we as a firm can generate significant operating cash to create
value for our shareholders.
The appealing growth profile of the independent brokerage and advisory business has been a key factor in setting our strategic path. The
independent brokerage channel has expanded significantly over the past decade, driven in large part by demographic trends, including the
graying of America, the retirement of the baby boomer generation and the rollover of retirement assets from corporate 401(k) and other
pension plans to individual IRA accounts. The increasing responsibility of individuals to plan for their own retirement has created demand for
the financial advice provided by financial advisors in the independent channel, who are not tied to a particular firm’s proprietary products.
These developments have been occurring against a backdrop of the steady migration of client assets and advisors from the wirehouse,
insurance and bank channels to the independent channel.
We operate each of our independent broker-dealers separately under their own management teams, which reflects our recognition that each
firm has its own unique culture and strengths. We believe this is an important part of the glue that helps bind the advisors to the firm. At the
same time, we have taken advantage of the scale we have created across the multiple firms by spreading costs in areas that are not directly
visible to the advisors and their clients, such as technology, accounting and other back office functions. We believe the Securities America
acquisition added value to our other businesses. We offer Securities America’s industry best practice development and coaching tools to our
other advisors, while at a firm-wide level we have benefitted from adding its management expertise and systems. In turn, Securities America’s
advisors have gained additional resources to enhance their practices, including access to Ladenburg’s proprietary research, investment banking
and capital markets services, fixed income trading and syndicate product, Premier Trust’s trust services and LTAM’s wealth management
solutions.
Ladenburg is a full service broker-dealer that has been a member of the New York Stock Exchange (“NYSE”) since 1879. It provides its
services principally for middle market and emerging growth companies and high net worth individuals through a coordinated effort among
corporate finance, capital markets, asset management, brokerage and trading professionals.
LTAM is a registered investment advisor. LTAM offers various asset management products utilized by Ladenburg clients as well as
clients of our independent financial advisors.
Premier Trust, a Nevada trust company, provides trust administration of personal and retirement accounts, estate and financial planning,
wealth management and custody services. We acquired Premier Trust in September 2010 to provide our network of independent financial
advisors with access to a broad array of trust services. This was another important strategic step in our efforts to meaningfully differentiate our
independent broker-dealer platform by the breadth of the products and services we offer to our advisors.
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Each of Securities America, Triad, Investacorp and Ladenburg is subject to regulation by, among others, the Securities and Exchange
Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”) and the Municipal Securities Rulemaking Board (“MSRB”)
and is a member of the Securities Investor Protection Corporation (“SIPC”). Securities America is also subject to regulation by the
Commodities Futures Trading Commission (“CFTC”) and the National Futures Association. Premier Trust is subject to regulation by the
Nevada Department of Business and Industry Financial Institutions Division.
We continue to explore opportunities to grow our businesses, including through potential acquisitions of other securities and investment
banking firms, both domestically and internationally. These acquisitions may involve payments of material amounts of cash, the incurrence of
material amounts of debt, which may increase our leverage, or the issuance of significant amounts of our equity securities, which may be
dilutive to our existing shareholders. We cannot assure you that we will be able to complete any such potential acquisitions on acceptable terms
or at all or, if we do, that any acquired business will be profitable. We also may be unable to integrate successfully acquired businesses into
our existing business and operations.
We were incorporated under the laws of the State of Florida in February 1996.
Available Information
Our corporate filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K,
our proxy statements and reports filed by our officers and directors under Section 16(a) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and any amendments to those filings, are available, free of charge, on our Web site, www.ladenburg.com, as soon as
reasonably practicable after we electronically file or furnish such material with the SEC. We do not intend for information contained in our
Web site, or those of our subsidiaries, to be a part of this annual report on Form 10-K. In February 2004, our board of directors adopted a
code of ethics that applies to our directors, officers and employees as well as those of our subsidiaries. We will provide to any person, without
charge, a copy of our code of ethics. Requests for copies of our code of ethics should be sent in writing to Ladenburg Thalmann Financial
Services Inc., 4400 Biscayne Blvd., 12th Floor, Miami, FL 33137, Attn: Secretary.
Caution Concerning Forward-Looking Statements and Risk Factors
This annual report on Form 10-K includes certain “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on management’s current expectations or beliefs and are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the views expressed in the forward-looking statements contained in this report due to
changes in economic, business, competitive, strategic and/or regulatory factors, and other factors affecting the operation of our businesses. For
more detailed information about these factors, and risk factors about our operations, see Item 1A. “Risk Factors,” and Item 7. “Management’s
Discussion and Analysis of Results of Operations and Financial Condition — Special Note Regarding Forward-Looking Statements” below.
We are not required (and expressly disclaim any obligation) to update or alter any forward-looking statements, whether as a result of new
information, subsequent events or otherwise.
Business Segments
We have two operating segments: our independent brokerage and advisory services business segment, which includes Premier Trust’s
trust services, and the investment banking, sales and trading and asset management services and investment activities conducted by Ladenburg
and LTAM, which we refer to as the Ladenburg segment. Financial and other information by segment for the years ended December 31, 2013,
2012 and 2011 is set forth in Note 19 to our consolidated financial statements included in this report.
Independent Brokerage and Advisory Services
Overview
Securities America, Investacorp and Triad are independent broker-dealers and registered investment advisors, whose independent
contractor financial advisors offer securities brokerage and advisory services to their clients, which may include packaged products such as
mutual funds, variable annuities and advisor managed accounts. Revenues generated by our independent brokerage and advisory services
segment represented approximately 91%, 92% and 84% of our total revenues for 2013, 2012 and 2011, respectively.
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We believe that the financial services industry is experiencing an increase in the percentage of retail client assets held at independent
broker-dealers and registered investment advisors as financial advisors are leaving large national and regional firms. New independent
financial advisors require client and back office support services and access to technology and typically become affiliated with an independent
broker-dealer. We expect this trend to continue and possibly accelerate in the future. Also, financial advisors at banks and credit unions often
affiliate with independent broker-dealers. Securities America’s Financial Institutions Division delivers a diverse selection of investment and
insurance products, detailed, hands-on professional development, and a fully integrated technology platform customized to meet the unique
reporting needs of financial advisors located within banks and credit unions.
A financial advisor who becomes affiliated with one of our independent broker-dealers generally establishes his or her own office and is
solely responsible for the payment of all expenses associated with the operation of the branch office (including rent, utilities, furniture,
equipment, quotation systems, employee wages and benefits and general office supplies). The size of each branch office is typically between 1
and 15 advisors, but may be substantially larger. All of a branch’s revenues from securities brokerage transactions and from advisory services
conducted through our broker-dealers accrue to our broker-dealers. Because an independent financial advisor bears the responsibility for his or
her operating expenses, the financial advisor receives a significant percentage of the commissions or advisory fees he or she generates,
typically at least 80%. This compares with a payout rate of approximately 30% to 50% to financial advisors working in a traditional wirehouse
brokerage setting where the brokerage firm bears substantially all of the sales force costs, including providing employee benefits, office space,
sales assistants, telephone service and supplies. The independent brokerage model permits our independent broker-dealer subsidiaries to
expand their revenue base and retail distribution network of investment products and services without either the capital expenditures that
would be required to open company-owned offices, or the additional administrative and other costs of hiring financial advisors as in-house
employees.
An independent financial advisor must possess a sufficient level of business experience to enable the individual to independently operate
his or her own office. Insurance agents, financial planners, accountants and other financial professionals, who already provide financial
services to their clients, often affiliate with independent broker-dealers. These professionals then offer financial products and services to their
clients through an independent broker-dealer and earn commissions and fees for these transactions and services. These financial advisors have
the ability to structure their own practices and to focus in different areas of the investment business, subject to supervisory procedures as well
as compliance with all applicable regulatory requirements.
Many independent financial advisors provide financial planning services to their clients, wherein the financial advisor evaluates a client’s
financial needs and objectives, develops a detailed plan, and then implements the plan with the client’s approval. When the implementation of
such objectives involves the purchase or sale of securities (including the placement of assets within a managed account) such transactions may
be effected through a broker-dealer, for which such broker-dealer earns either a commission or a fee. Representatives may be permitted to
conduct other approved businesses unrelated to their brokerage or advisory activities, such as offering fixed insurance products and
accounting, estate planning and tax services, among others.
Each financial advisor is required to obtain and maintain in good standing each license required by the SEC and FINRA to conduct the
type of securities or advisory business in which he or she engages, and to register in the various states in which he or she has customers. Each
of our independent broker-dealers is responsible for supervising all of its financial advisors wherever they are located. We can incur
substantial liability from improper actions of any of Securities America’s, Investacorp’s or Triad’s financial advisors. See Item 1.A - Risk
Factors - Risks Relating to our Business.
Many of our independent financial advisors are also authorized agents of insurance companies. Our independent broker-dealers process
non-registered insurance business through subsidiaries or sister companies that are licensed insurance brokers, as well as through licensed
third-party insurance brokers. We are not an insurance company, and we retain no insurance risk related to insurance or annuity products.
Our independent financial advisors also may provide consultation and financial planning services including: estate planning, retirement
and financial goal planning, educational funding, asset allocation and insurance needs analysis, as well as general analysis and planning. These
financial advisors may prepare a written financial plan based upon the client's stated goals, needs and investment profile.
Strategy for our Independent Brokerage and Advisory Services Business
We focus on increasing our independent broker-dealer networks of financial advisors, revenues and client assets as described below.
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•
•
Provide our advisors with a differentiated independent platform. We believe we have built a meaningfully differentiated platform
by offering our independent financial advisors the unique and valued benefits of access to Ladenburg’s wealth management division,
capital markets products, investment banking services, proprietary equity research and fixed income trading desk, together with the
trust services and planning capabilities of Premier Trust.
Provide technological solutions to independent financial advisors and home-office employees. We believe that it is imperative
that our independent broker dealers possess state-of-the-art technology so their employees and independent financial advisors can
effectively transact, facilitate, measure and record business activity in a timely, accurate and efficient manner. By continuing our
commitment to provide a highly capable technology platform to process business, we believe our independent broker-dealers can
achieve economies of scale and potentially reduce the need to hire additional back-office personnel.
• Assist financial advisors to expand their business. Our independent broker-dealers are aligned with their financial advisors in
seeking to increase their revenues and improve efficiency. Each of our broker-dealers undertakes initiatives to assist their financial
advisors with client recruitment, education, compliance and product support. Our practice management programs accelerate our
advisors' efforts to grow their businesses by providing customized coaching and consulting services, study groups and conferences,
educational workshops, publications and web resources and other productivity tools. Our independent broker-dealers also focus on
improving back-office support to allow financial advisors more time to focus on serving their clients, rather than attending to
administrative matters.
•
Build recurring revenue. We have recognized the trend toward increased investment advisory business and are focused on providing
fee-based investment advisory services, which may better suit certain clients. While these fee-based accounts generate substantially
lower first year revenue than accounts invested in most commission-based products, the recurring nature of these fees provides a
platform that generates recurring revenue.
• Recruit experienced financial professionals. Each of our independent broker-dealers actively recruits experienced financial
professionals. These efforts are supported by advertising, targeted direct mail and outbound telemarketing. Our independent broker-
dealers’ recruitment efforts are enhanced by their ability to serve a variety of independent advisor models, including independent
financial advisors, registered investment advisors and independent registered investment advisors.
• Acquire other independent brokerage firms. We also may pursue the acquisition of other independent brokerage firms and groups
of financial advisors. Our ability to realize growth through acquisitions depends, among other things, on the availability of suitable
candidates and our ability to successfully negotiate favorable terms. There can be no assurance that we will be able to consummate any
such acquisitions. Further, the costs associated with the integration of new businesses and personnel may be greater than anticipated.
Brokerage Business
Each of our independent broker-dealers provides full support services to its financial advisors, including: access to stock, bond and
options execution; products such as insurance, mutual funds, unit trusts and investment advisory programs; and research, compliance,
supervision, accounting and related services.
While an increasing number of clients are electing asset-based advisory fee platforms rather than the traditional commission schedule, our
independent broker-dealers primarily derive their revenue from commissions charged on variable annuity, mutual fund, equity and fixed
income transactions.
Asset Management Business
Our independent broker-dealers offer various accounts, some of which are managed by our financial advisors, and others that are
managed by third parties. The advisor managed accounts offer various account structures, including fee-based and “wrap fee” accounts. For
financial advisors who prefer not to act as portfolio managers, third party management options are available. These options employ managers
who select diversified, fee-based asset management investment portfolios based on a client’s needs and risk profile. The types of portfolios
may include separately managed portfolios, multi-managed accounts, and mutual fund and exchange-traded fund (“ETF”) model portfolios.
These portfolios may also include portfolio analytics, performance reporting and position-specific reporting.
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Premier Trust
Founded in 2001, Premier Trust is a Nevada-chartered trust company headquartered in Las Vegas, Nevada, with more than $748 million
in assets under administration at December 31, 2013. Premier Trust provides trust administration of personal and retirement accounts, estate
and financial planning, wealth management and custody services. Working in combination with a client’s legal and other professional
advisors, Premier Trust’s professionals assist with every aspect of planning, including income and estate taxes, retirement, succession of the
family business, transferring assets to future generations and asset protection.
Ladenburg
Ladenburg is a full-service broker-dealer that provides investment banking, sales and trading and equity research to its corporate and
institutional clients and high net-worth individuals.
Investment Banking Activities
Ladenburg's investment banking professionals provide corporate finance and strategic and financial advisory services to public and private
companies, primarily those companies with market capitalizations below $500 million, which we refer to as middle-market companies.
Ladenburg provides these middle-market companies with capital raising and strategic advisory services throughout their growth cycles.
Ladenburg offers its clients a high level of attention from senior personnel and has designed its organizational structure so that the investment
bankers who are responsible for securing and maintaining client relationships also actively participate in providing all related transaction
execution services to those clients. Ladenburg's 17 investment banking professionals serve clients nationwide and worldwide from its offices
in New York, New York, Houston, Texas and Miami, Florida.
Corporate Finance
Ladenburg's corporate finance group provides capital origination services primarily to middle-market companies. Ladenburg's investment
bankers develop financing strategies, transaction structures and financing instruments for its corporate clients. Ladenburg offers a broad range
of financing options including underwritten public offerings, registered direct offerings, at-the-market offerings, PIPEs (private investment in
public equity) and other private placements. Ladenburg's ability to effectively structure offerings and to identify likely buyers of such offerings
makes it a valuable advisor to small and middle-market companies. Although the initial public offering market is not consistently favorable, we
expect that Ladenburg will participate in follow-on offerings, registered direct offerings, PIPEs and other private placements to generate
corporate finance revenues. We believe there is a significant opportunity for continued growth in the registered direct and PIPEs areas given
issuers’ desire to identify and pursue faster and less costly financing alternatives to traditional follow-on offerings and institutional investors’
continuing interest in these financing transactions. Further, we believe the establishment of relationships with issuers through our capital
raising efforts will lead to additional investment banking services, including further capital raising, and other advisory services. In 2013, we
participated in 115 underwritten offerings that raised an aggregate of approximately $28 billion. In 2013, Ladenburg placed 22 registered direct
and PIPE offerings, that raised an aggregate of approximately $379 million for clients in the healthcare, biotechnology, energy and other
industries.
Ladenburg seeks to capitalize on its distribution network by focusing on yield-oriented equities, which have been attractive to both
institutional and retail investors. The yield-oriented equity business has developed in recent years in response to the low interest rate
environment. Our bankers focus on three specific areas: agency, mortgage and property real estate investment trusts (REITs), business
development companies (BDCs) and master limited partnerships (MLPs). Ladenburg has become a leader in syndicating these products to
institutional investors as well as other retail and independent firms. Since 2011, Ladenburg has participated as a manager in 123 offerings of
these products, which raised over $16.4 billion.
Similarly, Ladenburg also has dedicated investment bankers focused on the healthcare and biotechnology companies, as well as the energy
and utilities sector. From 2011 through 2013, Ladenburg participated as a manager in 93 offerings, which raised over $7.1 billion in the
healthcare and biotechnology sector.
Strategic and Financial Advisory Services
Ladenburg advises clients on a wide range of strategic and financial issues. When Ladenburg advises a company in the potential
acquisition of another company, business or assets, its services include evaluating potential acquisition targets, providing valuation analyses,
evaluating and proposing financial and strategic alternatives and rendering, if appropriate, fairness opinions.
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Ladenburg also may provide advice regarding the timing, structure, financing and pricing of a proposed acquisition and may assist in
negotiating and closing the acquisition. Ladenburg's buy-side and sell-side mandates often require the firm to leverage its extensive
relationships and capital markets expertise. These mandates generally have a limited duration so Ladenburg seeks to develop new engagements
from existing and prior clients, as well as their legal and other advisors.
Ladenburg has extensive expertise in providing fairness opinions that often are necessary or requested in a variety of situations, including
mergers, acquisitions, restructurings, financings and privatizations. Ladenburg provides fairness opinions and analyses to boards of directors,
independent committees of boards of directors and shareholders. The firm also provides independent, third-party advice in connection with
mergers, acquisitions, leveraged buyouts and restructurings, going-private transactions and certain other market activities.
Sales and Trading
Ladenburg’s private client services and institutional sales departments charge commissions to their individual and institutional clients for
executing securities trading orders.
Ladenburg’s sales and trading operation distributes our equity research product and communicates our proprietary investment
recommendations to our growing base of institutional investors. Also, our sales and trading staff executes equity trades on behalf of our
clients and sells the securities of companies for which we act as an underwriter.
In 2012, Ladenburg added a fixed income trading desk, Ladenburg Fixed Income (LFIX). This trading desk works with advisors at our
broker-dealer subsidiaries to develop fixed income solutions for clients based on individualized client needs. We believe this strategic addition
further strengthened the value proposition of our broker-dealer platform and is a natural complement to Ladenburg’s efforts in yield-oriented
equities because many of the same companies to which Ladenburg provides investment banking services are also potential fixed income
issuers.
We have established a broad institutional client base through a consistent focus on the investment and trading objectives of our clients.
Our sales and trading professionals work closely with our equity research staff to provide insight and differentiated investment advice to
institutional clients nationwide.
We believe that our equity research features proprietary themes and actionable ideas about industries and companies that are not widely
evaluated by many other investment banks that do not have our middle-market emphasis. In recent years, many investment banks have reduced
equity research coverage and market making activities for companies with market capitalizations below certain thresholds. However, we
continue to commit research and sales and trading resources to smaller-capitalization companies with the belief that institutional investors will
value such specialized knowledge and service.
Our sales and trading personnel are also central to our ability to market equity offerings and provide after-market support. Our equity
capital markets group manages the syndication, marketing, execution and distribution of equity offerings. Our syndicate activities include
managing the marketing and order-taking process for underwritten transactions and conducting after-market stabilization and initial market
making. Our syndicate staff is also responsible for developing and maintaining relationships with the syndicate departments of other
investment banks.
Research Services
We believe that Ladenburg’s research department takes a fresh, critical approach to analyzing primary sources and developing proprietary
research. Many individuals, institutions, portfolio managers and hedge fund managers, on all levels, have been neglected by brokerage firms
that ignore the demand for unbiased research for small and mid-cap companies. Ladenburg provides a branded in-depth research product.
Ladenburg’s research department focuses on investigating investment opportunities by utilizing fundamental, technical and quantitative
methods to conduct in-depth analysis. Currently, our research department provides research coverage on approximately 180 companies and
closed-end funds, specializing in small- to mid-cap companies in the power and electric utilities, energy exploration and production,
sustainable infrastructure, biotechnology, personalized medicine, medical devices, specialty pharmaceutical, healthcare services, medical
technology and internet and software services industries; MLPs, BDCs and mortgage and property REITs; and other companies on a special
situations basis. Ladenburg’s research coverage may expand to additional sectors in the future. Ladenburg provides its research on a fee basis
to certain institutional accounts and makes it available to the financial advisors at all of our broker-dealer subsidiaries.
Our research department:
•
reviews and analyzes general market conditions and industry
groups;
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•
•
•
on
reports
written
issues
companies;
furnishes information to retail and institutional customers;
and
responds
executives.
from customers and account
inquiries
to
Asset Management
Ladenburg Thalmann Asset Management
LTAM is a registered investment advisor offering various asset management products utilized by Ladenburg clients, as well as clients of
Securities America’s, Investacorp’s and Triad’s financial advisors. LTAM serves as our internal wealth management group and plays an
important role in supporting the growth of the advisory businesses at our independent firms. At December 31, 2013, LTAM had
approximately $1.7 billion of assets under management and more than 13,000 client accounts.
Ladenburg Asset Management Program
The Ladenburg Asset Management Program provides centralized management of mutual fund and exchange-traded fund portfolios based
on asset allocation models. Features of the program include active rebalancing at the asset class and security level, low minimum account size,
risk analysis, customized investment policy statements and comprehensive performance reporting.
Investment Consulting Services
LTAM’s Investment Consulting Services (“ICS”) provides clients with access to professional money managers who are usually available
only to large institutions. Whether the client requires a complete asset allocation strategy or an investment manager for a single asset class, ICS
provides access to money managers across the spectrum of major asset classes, and each of our managers has been thoroughly examined for
inclusion in the ICS program. Once a manager has been added to the platform, it is regularly reviewed in order to ensure that it represents a
suitable solution. Through ICS, LTAM services high net worth clients and institutions, such as universities, foundations and hospitals.
Alternative Strategies Fund
LTAM has created a closed-end interval fund, the Alternative Strategies Fund, that includes alternative investment products and allows
clients to access these investments with low minimums and without having to be accredited investors. LTAM’s mutual fund is comprised of a
portfolio of alternative investments in more than ten asset classes, including, among others, REITs, MLPs, managed futures and equipment
leasing.
Private Investment Management
The Private Investment Management program allows internal managers to provide portfolio services to clients on a discretionary basis
with specific styles of investing for an annual asset-based fee.
Retirement Plan Sponsor Services
LTAM provides investment consulting services to sponsors of retirement plans, such as 401(k) plans. These services include: identifying
mutual funds and ETF’s for the plan sponsor’s review and final selection based on the selection criteria stated in the plan’s investment policy
statement; assisting in the planning of, and participating in, enrollment and communication meetings; and providing to the plan sponsor
quarterly performance reports of the funds for the purpose of meeting the plan fiduciary’s obligation to monitor plan assets. Certain plan
participants also may engage LTAM to manage their plan assets on a discretionary basis.
Alternative Investments
LTAM provides high net worth clients and institutional investors the opportunity to invest in proprietary and third party alternative
investments. These include, but are not limited to, hedge funds, funds of funds, private equity, venture capital and real estate.
Ladenburg Architect Program
10
LTAM provides its customers with the Ladenburg Architect Program as a non-discretionary, fee-based, advisory account that allows
customers to maintain control over the management of the account and select from a diverse group of securities.
Third-Party Advisory Services
Together with its affiliates, LTAM may also provide advisory services, ranging from proprietary investment solutions to access to
professional money managers for the clients of Ladenburg’s, Triad’s, Investacorp’s and Securities America’s registered investment advisors.
Investment Activities
Ladenburg may, from time to time, seek to realize investment gains by purchasing, selling and holding securities for its own account,
including through LFIX. Ladenburg may also from time to time engage for its own account in the arbitrage of securities. We are required to
commit the capital necessary for use in these investment activities. The amount of capital committed at any particular time will vary according
to market, economic and financial factors, including the other aspects of our business. Also, Ladenburg regularly receives shares or warrants
that entitle it to purchase securities of the corporate issuers for which it raises capital or provides advisory services.
Administration, Operations, Securities Transactions Processing and Customer Accounts
Our broker-dealer subsidiaries do not hold funds or securities for their customers. Instead, each of Ladenburg, Triad and Investacorp use
the services of National Financial Services LLC (“NFS”), a Fidelity Investments® company, as its clearing agent on a fully disclosed basis.
Securities America uses the services of NFS and Pershing LLC, a subsidiary of the Bank of New York Mellon Corporation, as its clearing
agents on a fully disclosed basis. The clearing agents process all securities transactions and maintain customer accounts on a fee basis. SIPC
coverage protects client accounts up to $500,000 per customer, including up to $250,000 for cash. Each of NFS and Pershing also maintains
excess securities bonds, “Excess SIPC”, providing additional protection. Clearing agent services include billing, credit control, and receipt,
custody and delivery of securities. The clearing agent provides operational support necessary to process, record and maintain securities
transactions for the brokerage activities of our broker-dealer subsidiaries. The clearing agent also lends funds to customers of our broker-
dealer subsidiaries through the use of margin credit. These loans are made to customers on a secured basis, with the clearing agent maintaining
collateral in the form of saleable securities, cash or cash equivalents. We have agreed to indemnify each clearing agent for losses it may incur
on these credit arrangements.
Seasonality and Cyclical Factors
Seasonality generally does not impact our results. Our revenues may be adversely affected by cyclical factors, such as financial market
downturns, low interest rates, as well as downturns or recessions in the United States or global economies. These downturns may cause
investor concern, which results in fewer investment banking transactions, lower asset values and less investing by institutional and retail
investors, thereby reducing our revenues and potential profits. Such conditions might also expose us to the risk of being unable to raise
additional capital to offset related significant reductions in revenues.
Competition
We encounter intense competition in all aspects of our business and compete directly with many other providers of financial services for
clients as well as financial advisors. We compete directly with many national and regional full service financial services firms, other
independent broker-dealers, investment advisors, discount brokers, broker-dealer subsidiaries of major commercial bank holding companies,
insurance companies and other companies offering financial services in the United States, globally, and through the Internet. Many of our
competitors have significantly greater financial, technical, marketing and other resources than we do. Also, many firms offer discount
brokerage services and generally effect transactions at substantially lower commission rates on an “execution only” basis, without offering
other services such as financial planning, investment recommendations and research. Moreover, there is substantial commission discounting
by full-service broker-dealers competing for institutional and retail brokerage business.
A growing number of brokerage firms offer online trading which has further intensified the competition for retail brokerage customers.
Our broker-dealer subsidiaries currently do not offer any online trading services to their customers, although they offer on-line account access
so their customers can review their account balances and activity.
11
Competition also is increasing from other financial institutions, notably banking institutions, insurance companies and other organizations,
which offer customers some of the same services and products presently provided by securities firms. We seek to compete through the quality
of our financial advisors and investment bankers, our level of service, the products and services we offer and our expertise in certain areas.
There is significant competition for qualified personnel in the financial services industry. Our ability to compete effectively depends on
attracting, retaining and motivating qualified financial advisors, investment bankers, trading professionals, portfolio managers and other
revenue-producing or specialized personnel.
Government Regulation
The securities industry, including our business, is subject to extensive regulation by the SEC, state securities regulators and other
governmental regulatory authorities. We are also regulated by industry self-regulatory organizations, including FINRA and the MSRB. The
principal purpose of these regulations is the protection of customers and the securities markets. The SEC is the federal agency charged with the
administration of the federal securities laws. Much of the regulation of broker-dealers, however, has been delegated to self-regulatory
organizations, principally FINRA. These self-regulatory organizations adopt rules, subject to approval by the SEC, which govern their
members and conduct periodic examinations of member firms’ operations.
Securities firms are also subject to regulation by state securities commissions in the states in which they are registered. Each of Securities
America, Ladenburg, Investacorp and Triad is a registered broker-dealer with the SEC. Each of Securities America, Ladenburg, Investacorp
and Triad is licensed to conduct activities as a broker-dealer in all 50 states. Ladenburg is a member firm of the NYSE.
The regulations to which broker-dealers are subject cover many aspects of the securities industry, including:
•
•
•
•
•
•
•
sales
supervision;
methods
and
trading practices
dealers;
among broker-
use and safekeeping of customers’ funds and
securities;
structure of
securities
capital
firms;
record
keeping;
conduct of directors, officers and employees;
and
advertising,
solicitation.
including
regulations
related
to
telephone
As registered investment advisors under the Investment Advisers Act of 1940, as amended, our investment advisory subsidiaries are
subject to the regulations under both the Investment Advisers Act and certain state securities laws and regulations. Such requirements relate to,
among other things:
•
•
•
•
•
limitations on the ability of investment advisors to charge clients performance-based or non-refundable
fees;
and
reporting
record-keeping
requirements;
disclosure
requirements;
limitations on principal transactions between an advisor or its affiliates and advisory clients;
and
general
prohibitions.
anti-fraud
Additionally, our investment advisory subsidiaries are subject to the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), administered by the Employee Benefits Security Administration (“EBSA”) of the U.S. Department of Labor, for accounts that are
ERISA-covered pension plans. These plans include defined benefit pension plans and individual account plans, such as 401(k) plans. ERISA
imposes certain duties on persons who are fiduciaries (as defined in Section 3(21) of ERISA) and prohibits certain transactions involving
ERISA plans and fiduciaries or other service providers to such plans. Failure to comply with the ERISA requirements could result in
significant monetary penalties and could severely limit the ability of our investment advisory subsidiaries to act as fiduciaries.
12
Additional legislation, changes in rules promulgated by the SEC and by self-regulatory bodies and changes in the interpretation or
enforcement of existing laws and rules often directly affect the method of operation and profitability of broker-dealers. The SEC and the self-
regulatory bodies may conduct administrative proceedings which can result in censure, fine, suspension or expulsion of a broker-dealer, its
officers, employees or financial advisors. Premier Trust is subject to regulation by the Nevada Department of Business and Industry Financial
Institutions Division.
The USA PATRIOT Act of 2001 (the “PATRIOT Act”) contains anti-money laundering and financial transparency laws and mandates
the implementation of various regulations applicable to broker-dealers and other financial services companies. Financial institutions subject to
the PATRIOT Act generally must have anti-money laundering procedures in place, implement specialized employee training programs,
designate an anti-money laundering compliance officer and are audited periodically by an independent party to test the effectiveness of such
compliance. We have established policies, procedures and systems designed to comply with these regulations.
Regulation regarding privacy and data protection continues to increase worldwide and is generally being driven by the growth of
technology and related concerns about the rapid and widespread dissemination and use of information. To the extent applicable to us, we must
comply with these global, federal, and state information-related laws and regulations, including, for example, those in the United States, such
as the 1999 Gramm-Leach-Bliley Act, SEC Regulation S-P and the Fair Credit Reporting Act of 1970, as amended.
Net Capital Requirements
Our registered broker-dealer subsidiaries are subject to the SEC’s Uniform Net Capital Rule 15c3-1, which we refer to as the Net Capital
Rule. The Net Capital Rule requires that broker-dealers maintain minimum net capital and is designed to measure the general financial integrity
and liquidity of a broker-dealer. Net capital is defined as the net worth of a broker-dealer, subject to certain adjustments, and may be calculated
in one of two ways. In computing net capital, various adjustments are made to net worth which exclude assets not readily convertible into
cash. Also, the regulations require that certain assets, such as a broker-dealer’s position in securities, be valued in a conservative manner to
avoid inflation of the broker-dealer’s net capital.
Each of Securities America and Ladenburg has elected to compute its net capital under the alternative method allowed by the Net Capital
Rule. At December 31, 2013, Securities America had net capital of $10,968,000, which was $10,718,000 in excess of its required net capital
of $250,000 and Ladenburg had net capital of $12,573,000, which exceeded its minimum capital requirement of $250,000, by $12,323,000.
Triad and Investacorp have elected to compute net capital using the Net Capital Rule's traditional method, which requires a ratio of
aggregate indebtedness to net capital that must not exceed 15 to 1. At December 31, 2013, Triad had net capital of $4,262,000, which was
$3,147,000 in excess of its required net capital of $1,115,000, and had a net capital ratio of 3.9 to 1. At December 31, 2013, Investacorp had
net capital of $5,052,000, which was $4,713,000 in excess of its required net capital of $339,000, and had a net capital ratio of 1.0 to 1.
Securities America, Triad, Investacorp and Ladenburg claim exemptions from the provisions of the SEC’s Rule 15c3-3 (generally relating
to the physical possession and control of securities) pursuant to paragraph (k)(2)(ii) of such rule as they clear their customer transactions
through a clearing broker on a fully disclosed basis.
Also, funds invested as equity capital may not be withdrawn, nor may any unsecured advances or loans be made to any stockholder of a
registered broker-dealer, if, after giving effect to the withdrawal, advance or loan and to any other withdrawal, advance or loan as well as to
any scheduled payments of subordinated debt that are scheduled to occur within six months, the net capital of the broker-dealer would fall
below 120% of the minimum dollar amount of net capital required or the ratio of aggregate indebtedness to net capital would exceed 10 to 1.
Further, any funds invested in the form of subordinated debt generally must be invested for a minimum term of one year and repayment of
such debt may be suspended if the broker-dealer fails to maintain certain minimum net capital levels. For example, scheduled payments of
subordinated debt are suspended in the event that the ratio of aggregate indebtedness to net capital of the broker-dealer would exceed 12 to 1 or
its net capital would be less than 120% of the minimum dollar amount of net capital required. The net capital rule also prohibits payments of
dividends, redemption of stock and the prepayment, or payment in respect of principal or subordinated indebtedness if net capital, after giving
effect to the payment, redemption or repayment, would be less than the specified percentage (120%) of the minimum net capital requirement.
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Premier Trust, chartered by the state of Nevada, is subject to regulation by the Nevada Department of Business and Industry Financial
Institutions Division. Under Nevada law, Premier Trust must maintain minimum stockholder’s equity of at least $1,000,000, including at least
$250,000 in cash. At December 31, 2013, Premier Trust had stockholder’s equity of approximately $1,319,000, including at least $250,000 in
cash.
Failure to maintain the required net capital may subject a firm to fines, suspension or expulsion by FINRA, the SEC and other regulatory
bodies and ultimately may require its liquidation. During the fourth quarter of 2009, Triad had a short-term net-capital deficiency and in March
2014 entered into a settlement with FINRA under which Triad agreed to a fine and censure. Compliance with the net capital rule could limit
Ladenburg’s operations that require the intensive use of capital, such as underwriting and trading activities, and also could restrict our ability to
withdraw capital from our subsidiaries, which could limit our ability to pay dividends and repay debt.
In the past, Ladenburg has entered into, and from time to time in the future may enter into, temporary subordinated loan arrangements to
borrow funds on a short-term basis from our shareholders or clearing brokers to supplement the capital of our broker-dealers to facilitate
underwriting transactions.
Financial Information about Geographic Areas
We are domiciled in the United States and substantially all of our revenue is attributed to activities in the United States. All of our long-
lived assets are located in the United States.
Personnel
At December 31, 2013, we had 715 full-time employees. No employees are covered by a collective bargaining agreement. We consider
our relationship with our employees to be good.
ITEM 1A. RISK FACTORS.
You should carefully consider all of the risks described below regarding our company. Our business, financial condition or results of
operation could be materially adversely affected by any of these risks. Additional risks and uncertainties not currently known to us or that we
currently deem immaterial also may materially and adversely affect our business operations.
Risk Factors Relating to Our Business
Damage to our reputation could adversely impact our business.
Maintaining our reputation is critical to our ability to attract and retain financial advisors, clients and employees, and our failure, or
perceived failure, to appropriately operate our business or deal with matters that give rise to reputational risk may materially and adversely
harm our business, prospects and results of operation. Those matters giving rise to reputation risk include, but are not limited to, the risks
discussed in this Item 1A, as well as appropriately dealing with legal and regulatory requirements, anti money-laundering practices, privacy,
record keeping, and sales and trading practices, as well as our proper identification of the legal, reputational, credit, liquidity, and market risks
inherent in financial products. Also, our inability to sell securities that we have underwritten on expected terms, including anticipated prices,
could result in reputational damage that results in our loss of investment banking business, which would adversely impact our Ladenburg
segment. Our failure to deliver appropriate standards of service and quality, or our failure or perceived failure to treat clients fairly, could result
in customer dissatisfaction, litigation and heightened regulatory scrutiny, all of which can lead to lost revenue, higher operating costs and harm
to our reputation. Further, negative publicity regarding us, whether or not true, may be detrimental to our business.
Changing conditions in financial markets and the economy could adversely affect our financial condition and results of operation.
Our financial results have been adversely affected by turmoil in the financial markets, such as during the economic downturn that
particularly characterized the period from late 2008 through 2010, and downturns in the economy in general. As a financial services firm,
changes in the financial markets or economic conditions in the United States and elsewhere in the world could materially adversely affect our
business in many ways, including the following:
•
a market downturn could lead to a decline in the volume of transactions executed for customers and, therefore, to a decline in the
revenues we receive from commissions and spreads;
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•
•
•
•
•
•
low interest rates adversely impact interest sharing revenues received from our clearing firms and other cash sweep
programs;
adverse changes in the market could lead to a reduction in revenues from asset management fees. Even in the absence of a market
downturn, below-market investment performance by portfolio managers could reduce asset management revenues and assets under
management and result in reputational damage that might make it more difficult to attract new investors;
unfavorable financial or economic conditions could reduce the number and size of transactions in which we provide underwriting,
financial advisory and other services. Our investment banking revenues, in the form of financial advisory and underwriting or
placement fees, are directly related to the number and size of the transactions in which we participate and therefore could be adversely
affected by unfavorable financial or economic conditions;
increases in credit spreads, as well as limitations on the availability of credit, can affect our ability to borrow on a secured or unsecured
basis, which may adversely affect our liquidity and results of operations;
adverse changes in the market could lead to losses from principal transactions. To the extent that we own assets, i.e., have long
positions, a downturn in the market could result in losses from a decline in the value of those long positions. Conversely, to the extent
that we have sold assets that we do not own, i.e., have short positions, an upturn in the market could expose us to potentially unlimited
losses as we attempt to cover our short positions by acquiring assets in a rising market; and
new or increased taxes on compensation payments such as bonuses or securities transactions may adversely affect our financial
results.
We have incurred, and may continue to incur, significant losses.
We incurred significant losses in recent years. We cannot assure you that we will achieve profitability or positive cash flow on either a
quarterly or annual basis. Although we believe that we have adequate cash and regulatory capital to fund our current level of operating
activities through December 31, 2014, if we are unable to attain and sustain profitability, it would have a material adverse effect on our
business and results of operations.
We have a significant amount of debt, which limits cash flow available for operations and may impair our ability to obtain additional
financing.
Our total debt, as of December 31, 2013, was approximately $66 million. Our substantial amount of indebtedness:
•
•
•
requires us to dedicate a substantial portion of cash flows from operations to the payment of debt service, resulting in less cash
available for operations and other purposes;
limits our ability to obtain additional financing for working capital, regulatory capital requirements, acquisitions or general corporate
purposes; and
increases our vulnerability to downturns in our business or in general economic
conditions.
Our ability to satisfy our obligations and to reduce our total debt depends on our future operating performance. Also, there can be no
assurance that we will satisfy the requirements for forgiveness of our forgivable loans from our principal clearing firm. Our future operating
performance is subject to many factors, including economic, financial and competitive factors, which may be beyond our control. As a result,
we may not be able to generate sufficient cash flow, and future sales of equity or debt securities in public or private transactions may not be
available to provide sufficient net proceeds, to meet these obligations, which would have a material adverse effect on our business, profitability
and results of operations.
We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our
subsidiaries to meet our debt service and other obligations.
15
We have no direct operations and derive all of our cash flow from our subsidiaries. Because we conduct our operations through our
subsidiaries, we depend on those entities for dividends and other payments or distributions to meet any existing or future debt service and
other obligations.
The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason could limit or impair their ability to pay
dividends or other distributions to us. Also, FINRA regulations restrict dividends in excess of 10% of a member firm’s excess net capital
without FINRA’s prior approval. Compliance with this regulation may impede our ability to receive dividends from our broker-dealer
subsidiaries.
We face significant competition for financial advisors and professional employees.
From time to time, financial advisors and individuals we employ choose to leave our company to pursue other opportunities. We have
experienced losses of financial advisors and trading and investment banking professionals in the past, and competition for key personnel
remains intense. We cannot assure you that the loss of financial advisors and key personnel will not occur in the future. We expend significant
resources in recruiting, training and retaining our financial advisors. The loss of a financial advisor or a trading or investment banking
professional, particularly a senior professional with significant industry contacts, or the failure to recruit productive financial advisors could
materially and adversely affect our results of operations. Also, difficultly in recruiting young advisors, due to the low number of persons
entering our industry, combined with the high average age of our existing financial advisors, may adversely impact our ability to retain client
assets and our financial results.
Misconduct by our employees and independent financial advisors, who operate in a decentralized environment, is difficult to detect and
deter and could harm our business, results of operations or financial condition.
Misconduct by our employees and independent financial advisors could result in violations of law by us, regulatory sanctions and/or
serious reputational or financial harm.
Misconduct could include:
•
•
•
•
•
•
•
•
•
•
•
•
recommending transactions that are not suitable for the client or in the client’s best
interests;
engaging
activity;
in fraudulent or otherwise
improper
binding us to transactions that exceed authorized
limits;
hiding unauthorized or unsuccessful activities, resulting in unknown and unmanaged risks or
losses;
improperly
information;
using
or
disclosing
confidential
engaging in unauthorized or excessive trading to the detriment of
customers
failure, whether negligent or intentional, to effect securities transactions on behalf of
clients;
failure to perform reasonable diligence on a security, product or
strategy;
failure
to
supervise a
financial
advisor;
failure
to provide
insurance carriers with complete and accurate
information;
engaging in unauthorized or excessive trading to the detriment of clients;
or
otherwise not complying with
laws or our control
procedures.
We cannot always deter misconduct by our employees and independent financial advisors, and the precautions we take to prevent and
detect this activity may not be effective in all cases. Prevention and detection among our independent financial advisors, who are not
employees of our company and tend to be located in small, decentralized offices, present additional challenges. Misconduct by our employees
employees of our company and tend to be located in small, decentralized offices, present additional challenges. Misconduct by our employees
and independent financial advisors may have a material adverse effect on our business and results of operations.
Our risk management policies and procedures may leave us exposed to unidentified risks or an unanticipated level of risk.
16
The policies and procedures we employ to identify, monitor and manage risks may not be fully effective. Some methods of risk
management are based on historical behavior. As a result, these methods may not predict future risk exposures, which could be significantly
greater than indicated historically. Other risk management methods depend on our management's evaluation of information regarding markets,
clients or other matters that are publicly available or otherwise accessible. This information may not be accurate, complete, up-to-date or
properly evaluated. Management of operational, legal and regulatory risk requires, among other things, policies and procedures to properly
record and verify a large number of transactions and events. We cannot assure you that our policies and procedures will effectively and
accurately record and verify this information. Also, because our independent financial advisors work in small, decentralized offices, additional
risk management challenges exist.
We seek to monitor and control our risk exposure through a variety of separate but complementary financial, credit, operational and legal
reporting systems. Nonetheless, the effectiveness of our ability to manage risk exposure can never be completely or accurately predicted or
fully assured. For example, unexpectedly large or rapid movements or disruptions in one or more markets or other unforeseen developments
can have a material adverse effect on our results of operations and financial condition, regardless of our risk management policies and
procedures.
Poor performance of the investment products and services recommended or sold to our clients may have a material adverse effect on our
business.
Our advisors' clients control their assets maintained with us. These clients can terminate their relationship, reduce the aggregate amount of
assets under management or shift their funds to other types of accounts with different rate structures for any number of reasons, including
investment performance, changes in prevailing interest rates, financial market performance and personal client liquidity needs. Poor
performance of the investment products and services recommended or sold to such clients relative to the performance of other products
available in the market or the performance of other investment management firms tends to result in the loss of accounts. The decrease in
revenue that could result from such an event could have a material adverse effect on our results of operations.
We depend on our senior employees and the loss of their services could harm our business.
Our success is dependent in large part upon the services of our senior executives and employees, including the management of our
broker-dealer subsidiaries. We do not maintain and do not intend to obtain key man insurance on the life of any executive or employee. If our
senior executives or employees terminate their employment with us and we are unable to find suitable replacements in relatively short periods
of time, our business and results of operations may be materially and adversely affected.
Systems failures could significantly disrupt our business.
Our business depends on our and our clearing firms’ ability to process, on a daily basis, many transactions across numerous and diverse
markets and the transactions we process have become increasingly complex. We rely heavily on our communications and financial, accounting
and other data processing systems, including systems we maintain and systems provided by our clearing brokers and service providers. We
face operational risk arising from mistakes made in the confirmation or settlement of transactions or from transactions not being properly
recorded, evaluated or accounted.
If any of these systems do not operate properly or are disabled, we could suffer financial loss, a disruption of our business, liability to
clients, regulatory intervention and fines or reputational damage. Any failure or interruption of our systems, the systems of our clearing
brokers, or third party trading systems could cause delays or other problems in our securities trading activities, which could have a material
adverse effect on our operating results. Also, our clearing brokers provide our principal disaster recovery system. We cannot assure you that
we or our clearing brokers will not suffer any systems failures or interruption, including ones caused by earthquake, fire, other natural
disasters, power or telecommunications failure, act of God, act of war, cyber attacks, unauthorized access, viruses, human error, terrorism, or
otherwise, or that our or our clearing brokers' back-up procedures and capabilities in the event of any such failure or interruption will be
adequate. The inability of our or our clearing brokers' systems to accommodate an increasing volume of transactions could also constrain our
ability to expand our business.
Failure to adequately protect the integrity of our computer systems and safeguard the transmission of confidential information could
harm our business.
The secure transmission of confidential information over public networks is a critical element of our operations. A portion of our business
is conducted through the Internet, mobile devices and our internal computer systems. We rely on technology to provide the security necessary
to effect secure transmission of confidential information over the Internet.
17
Although we take protective measures and endeavor to modify them as circumstances warrant, the computer systems, software and
networks may be vulnerable to unauthorized access, human error, computer viruses, denial-of-service attacks, or other malicious code and
other events that could impact the security, reliability, and availability of our systems. If one or more of these events occur, this could
jeopardize our own, our advisors’ or their clients’ or counterparties’ confidential and other information processed, stored in and transmitted
through our computer systems and networks, or otherwise cause interruptions or malfunctions in our own, our advisors’ or their clients’, our
counterparties’ or third parties’ operations. We may be required to expend significant additional resources to modify our protective measures,
to investigate and remediate vulnerabilities or other exposures or to make required notifications, and we may be subject to litigation, regulatory
sanctions and financial losses that are either not insured or are not fully covered through any insurance we maintain.
A default by any of Ladenburg’s subtenants may have a material adverse effect on our liquidity, cash flows, and results of operations.
Ladenburg has subleased office space at 590 Madison Avenue, New York, New York to three unrelated subtenants, some of whom are
engaged in the financial services industry. The subleases provide for sublease payments to Ladenburg of approximately $7 million through
June 2015. Should any of the sub-tenants not pay their respective sublease payments to Ladenburg or otherwise default under a sublease, our
results of operations may be materially adversely affected. For additional information regarding these subleases, see Note 13 to our
consolidated financial statements included in this report.
We rely on two clearing brokers and the termination of our clearing agreements could disrupt our business.
Each of Ladenburg, Triad and Investacorp uses one clearing broker to process securities transactions and maintain customer accounts on a
fee basis. Securities America uses this same clearing broker and an additional clearing broker to perform the same functions. Each clearing
broker also provides billing services, extends credit and provides for control and receipt, custody and delivery of securities. Each of our
broker-dealer subsidiaries depends on the operational capacity and ability of its clearing broker for the orderly processing of transactions. By
engaging the processing services of a clearing firm, each of our broker-dealer subsidiaries is exempt from some capital reserve requirements
and other regulatory requirements imposed by federal and state securities laws. If these clearing agreements were terminated for any reason,
we would be forced to find alternative clearing arrangements. We cannot assure you that we would be able to find alternative clearing
arrangements on acceptable terms to us or at all. Also, the loss of a clearing firm could hamper the ability of our independent broker-dealers to
recruit and retain their respective independent financial advisors.
Our business depends on commissions and fees generated from the distribution of financial products, and adverse changes in the
structure or amount of fees or marketing allowances paid by the sponsors of these products could materially adversely affect our cash
flows, revenues and results of operations.
We generate an important portion of our revenues from commissions and fees related to the distribution of financial products, such as
mutual funds and variable annuities, by our independent financial advisors, and to a lesser extent, Ladenburg’s financial advisors. Changes in
the structure or amount of the fees or marketing allowances paid by the sponsors of these products could materially adversely affect our cash
flows, revenues and results of operations.
Also, regulatory agencies and other industry participants have suggested that Rule 12b-1 distribution fees in the mutual fund industry
should be reconsidered and, potentially, reduced or eliminated. Any reduction or restructuring of Rule 12b-1 distribution fees could have a
material adverse effect on our results of operations. Additionally, the U.S. Department of Labor, which promulgates rules related to retirement
plans, is considering eliminating commissions and 12b-1 fees on qualified retirement accounts, including IRAs.
Any decrease in client assets or assets under management may decrease our revenues.
The results of operations of our independent broker dealer segment depend on their level of assets under management and client assets.
Assets under management balances are impacted by both the flow of client assets in and out of accounts and changes in market values. Poor
investment performance by financial products and financial advisors could result in a loss of managed accounts and could result in reputational
damage that might make it more difficult to attract new investors. A reduction in client assets or assets under management may cause our
revenues to decline.
Our clearing firms extend credit to our clients and we are liable if the clients do not pay.
18
Each of our broker-dealer subsidiaries permits its clients to purchase securities on a margin basis or sell securities short, which means that
the applicable clearing firm extends the client credit that is secured by cash and securities in the client’s account. Market conditions, general
economic conditions and issues affecting the particular securities held by a client, among other factors, could cause the value of the collateral
held by the clearing firm to fall below the amount borrowed by the client. If margin requirements are not sufficient to cover losses, the clearing
broker sells or buys securities at prevailing market prices, and may incur losses to satisfy client obligations. Each of our broker-dealer
subsidiaries has agreed to indemnify its clearing brokers for losses they may incur while extending credit to its clients.
Significant interest rate changes and the expiration of our current cash sweep agreement could affect our profitability and financial
condition.
Our revenues are exposed to interest rate risk primarily from changes in fees payable to us from banks participating in cash sweep programs,
which are based on prevailing interest rates. Also, in the current low interest rate environment, our revenue may decline due to the expiration
of our existing cash sweep program, which contains favorable pricing terms. Any future contracts with participants in cash sweep programs
may contain less favorable terms, which would decrease our revenue and profitability. Also, decreases in interest rates or clients moving assets
out of our cash sweep programs would decrease our revenue and profitability. We may also be limited in the amount we can reduce interest
rates payable to clients in cash sweep programs and still offer a competitive return. A sustained low interest rate environment may negatively
impact our ability to negotiate existing contracts on comparable terms.
We may be unable to underwrite securities due to capital limits.
From time to time, our underwriting activities may require that we temporarily receive an infusion of capital for regulatory purposes. This
is predicated on the amount of Ladenburg's commitment for each underwriting. In the past, we entered into temporary subordinated loan
arrangements with our shareholders or clearing firm. Should we no longer be able to receive such funding from these sources, and if there are
no other viable sources available, it would have an adverse impact on our ability to underwrite offerings, generate profits, recruit financial
consultants and retain existing customers.
Risk Factors Relating to Our Industry
Credit risk exposes us to losses caused by third parties’ financial or other problems.
We are exposed to the risk that third parties that owe us money, securities or other assets will not perform their obligations.
These parties include:
trading
counterparties;
customers;
clearing
agents;
other
dealers;
exchanges;
broker-
clearing
and
houses;
other financial intermediaries as well as issuers whose securities we
hold.
•
•
•
•
•
•
•
These parties may default on their obligations owed to us due to bankruptcy, lack of liquidity, operational failure or other reasons. This
risk may arise, for example, from:
•
•
•
holding
parties;
securities of
third
executing securities trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing
agents, exchanges, clearing houses or other financial intermediaries; and
extending credit to clients through bridge or margin loans or other
arrangements.
19
Significant failures by third parties to perform their obligations owed to us could adversely affect our revenues, results of operations and
perhaps our ability to borrow in the credit markets.
Intense competition from existing and new entities may adversely affect our revenues and results of operations.
The securities industry is rapidly evolving and intensely competitive. We expect competition to continue and intensify in the future. Many
of our competitors have significantly greater financial, technical, marketing and other resources than we do. Some of our competitors also have
greater name recognition and a larger base of financial advisors and clients. These competitors may be able to respond more quickly to new or
changing opportunities, technologies and client requirements. They may also be able to undertake more extensive marketing activities, offer
more attractive terms to clients and financial advisors, and adopt more aggressive pricing policies. We may not be able to compete effectively
with current or future competitors and competitive pressures faced by us may harm our business and may adversely affect our revenues and
results of operations.
Errors and omissions claims may negatively affect our business and results of operations.
Our subsidiaries are subject to claims and litigation in the ordinary course of business resulting from alleged and actual errors and
omissions in effecting securities transactions, rendering investment advice and placing insurance. These activities involve substantial amounts
of money. Since errors and omissions claims against our subsidiaries or their financial advisors may allege liability for all or part of the
amounts in question, claimants may seek large damage awards. These claims can involve significant defense costs. Errors and omissions could
include, for example, failure, whether negligently or intentionally, to effect securities transactions on behalf of clients, to choose suitable
investments for any particular client, to supervise a financial advisor or to provide insurance carriers with complete and accurate information. It
is not always possible to prevent or detect errors and omissions, and the precautions our subsidiaries take may not be effective in all cases.
Moreover, our Ladenburg subsidiary and its financial advisors do not carry errors and omissions insurance coverage. Our liability for
significant and successful errors and omissions claims may materially and negatively affect our results of operations.
We are subject to various risks associated with the securities industry, any of which could have a materially adverse effect on our
business, cash flows and results of operations.
We are subject to uncertainties that are common in the securities industry. These uncertainties include:
•
•
•
•
•
•
•
the volatility of domestic and international financial, bond and stock
markets;
governmental
extensive
regulation;
litigation;
intense
competition;
poor performance of investment products our advisors recommend or
sell;
substantial fluctuations in the volume and price level of securities;
and
dependence on the solvency of various third
parties.
As a result, revenues and earnings may vary significantly from quarter to quarter and from year to year. In periods of low retail and
institutional brokerage volume and reduced investment banking activity, profitability is impaired because certain expenses remain relatively
fixed. We are smaller and have less capital than many of our competitors in the securities industry. In the event of a market downturn, our
business could be adversely affected in many ways. Our revenues are likely to decline in such circumstances and, if we are unable to reduce
expenses at the same pace, our profit margins would erode.
Legal liability may harm our business.
Many aspects of our business subject us to substantial risks of liability to customers and to regulatory enforcement proceedings by state
and federal regulators. We face significant legal risks in our businesses and, in recent years, the volume of claims and amount of damages
sought in litigation and regulatory proceedings against financial institutions have been increasing. In the normal course of business, our
operating subsidiaries have been, and continue to be, the subject of numerous civil actions, regulatory proceedings and arbitrations arising out
of customer complaints relating to our activities as a broker-dealer, as an employer or as a result of other business activities.
20
Dissatisfied clients often make claims against securities firms and their brokers and investment advisers for, among others, negligence,
fraud, unauthorized trading, suitability, churning, failure to conduct adequate due diligence on products offered, failure to address issues
arising from product due diligence, failure to supervise, breach of fiduciary duty, employee errors, intentional misconduct, unauthorized
transactions, improper recruiting activity, and failures in the processing of securities transactions. These types of claims expose us to the risk
of significant loss. Also, an underwriter, such as Ladenburg, is exposed to substantial liability under federal and state securities laws, other
federal and state laws, and court decisions, including decisions about underwriters’ liability and limitations on indemnification of underwriters
by issuers. For example, a firm that acts as an underwriter may be held liable for material misstatements or omissions of fact in a prospectus
used in connection with the securities being offered or for statements made by its securities analysts or other personnel. Therefore,
Ladenburg's activities may subject it to the risk of significant legal liabilities to its clients and aggrieved third parties, including stockholders of
its clients who could bring securities class actions against Ladenburg. As a result, Ladenburg may incur significant legal and other expenses in
defending against litigation and may be required to pay substantial damages for settlements and adverse judgments. Ladenburg's underwriting
activities often involve offerings of the securities of smaller companies, which may involve a higher degree of risk and are more volatile than
the securities of more established companies. In comparison with more established companies, smaller companies are also more likely to be
the subject of securities class actions, to carry directors and officers liability insurance policies with lower limits or not at all, and to become
insolvent. Each of these factors increases the likelihood that an underwriter of a smaller company’s securities will be required to contribute to
an adverse judgment or settlement of a securities lawsuit.
While we do not expect the outcome of any pending claims against us to have a material adverse impact on our business, financial
condition, or results of operations, we cannot assure you that these types of proceedings, which may generate losses that significantly exceed
our reserves, will not materially and adversely affect us. Also, legal or regulatory actions could cause significant reputational harm, which
could in turn seriously harm our business prospects.
Risk Factors Relating to the Regulatory Environment
We are subject to extensive regulation and the failure to comply with these regulations could subject us to penalties or sanctions.
The securities industry and our business is subject to extensive regulation by the SEC, state securities regulators and other governmental
regulatory authorities. We are also regulated by industry self-regulatory organizations, including FINRA and the MSRB. The regulatory
environment is also subject to change and we may be adversely affected as a result of new or revised legislation or regulations imposed by the
SEC, other federal or state governmental regulatory authorities, or self-regulatory organizations. We also may be adversely affected by
changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations.
Each of Securities America, Ladenburg, Investacorp and Triad is a registered broker-dealer with the SEC and FINRA. Premier Trust is
subject to regulation by the Nevada Department of Business and Industry Financial Institutions Division. Broker-dealers are subject to
regulations which cover all aspects of the securities business, including:
•
•
•
•
•
•
•
sales
supervision;
methods
and
trading practices
dealers;
among broker-
use and safekeeping of customers’ funds and
securities;
structure of
securities
capital
firms;
record
keeping;
conduct of directors, officers and employees;
and
advertising,
solicitation.
including
regulations
related
to
telephone
Compliance with many of these regulations involves a number of risks, particularly in areas where applicable regulations may be subject
to varying interpretation. The requirements imposed by these regulators are designed to ensure the integrity of the financial markets and to
protect customers and other third parties who deal with us. Consequently, these regulations often serve to limit our activities, including
through net capital, customer protection and market conduct requirements. Much of the regulation of broker-dealers has been delegated to self-
regulatory organizations, principally FINRA. FINRA adopts rules, subject to SEC approval, that govern broker-dealers and conducts periodic
examinations of firms’ operations.
21
If we are found to have violated any applicable regulation, formal administrative or judicial proceedings may be initiated against us that
may result in:
•
•
•
•
•
•
•
censure;
fine;
civil penalties, including treble damages in the case of insider trading
violations;
issuance of
the
orders;
cease-and-desist
termination or suspension of our broker-dealer
the
activities;
the suspension or disqualification of our officers or employees;
or
other
consequences.
adverse
Certain of our subsidiaries have been subject to some of the penalties listed above. For instance, in March 2014, two of our broker-dealer
subsidiaries entered into agreements with FINRA under which they agreed to fines, censures and other relief. The imposition of any of the
penalties listed above could have a material adverse effect on our operating results and financial condition.
Extensive or frequent changes in regulations could adversely affect our business and results of operations.
The securities industry is subject to extensive and frequently changing requirements under federal and state securities and other applicable
laws and self-regulatory organization rules. The SEC, FINRA, various securities exchanges and other U.S. governmental or regulatory
authorities continuously review legislation and regulatory initiatives and may adopt new or revised laws and regulations. Such laws and
regulations may be complex, and we may not have the benefit of regulatory or federal interpretations to guide us in compliance. Changes in
laws and regulation or new interpretations of existing laws and regulations also could have an adverse effect on our methods and costs of
doing business.
For example, certain state securities regulators require that investors in certain securities meet minimum income and/or net worth standards.
These standards vary from state to state and change frequently. Changes to suitability standards may require us to expend resources to ensure
that we and our financial advisors comply with the new standards. If a financial advisor does not satisfy the requirements with regard to
suitability standards, we could be subject to substantial liability, including fines, penalties and possibly rescission. Along with suitability
requirements, state regulators have also imposed limitations on an investor’s exposure to direct investment programs. The breadth and scope
of these limitations have varied considerably and may operate to limit the exposure that a resident of a particular state has to a product, sponsor
or direct investment programs generally. These concentration limitations have been applied with increasing frequency and have increasingly
targeted all direct investment programs.
Also, with respect to direct investment programs, FINRA has proposed amendments to its rules that govern disclosure of a per share
estimated value of a direct investment program security. Under one of the proposed amendments, the share value of a direct investment
program security may be shown as the offering price per share less dealer manager fees, selling commissions, organization and offering
expenses and potentially certain distributions, paid per share. The proposed amendments could adversely impact direct investment programs if
investors or financial advisors react negatively to the new disclosure regime, and such an adverse impact may harm our results of operations.
Additionally, the Dodd-Frank Act may impact the manner in which we operate our business and interact with regulators and many
regulations under the Dodd-Frank Act have not yet been proposed or implemented. In particular, the impact of the establishment of a fiduciary
standard for broker-dealers is uncertain and may require us to expend resources to ensure that we and our financial advisors comply with the
new standards.
Legislative, judicial or regulatory changes to the classification of independent contractors could increase our operating expenses.
From time to time, various legislative or regulatory proposals are introduced at the federal or state levels to change the status of
independent contractors’ classification to employees for either employment tax purposes (withholding, social security, Medicare and
unemployment taxes) or other benefits available to employees. Currently, most individuals are classified as employees or independent
contractors for employment tax purposes based on 20 “common law” factors, rather than any definition found in the Internal Revenue Code or
Internal Revenue Service (“IRS”) regulations.
22
Each of Securities America, Investacorp and Triad classifies its financial advisors as independent contractors for all purposes, including
employment tax and employee benefit purposes. We cannot assure you that legislative, judicial, or regulatory (including tax) authorities will
not introduce proposals or assert interpretations of existing rules and regulations that would change the employee/independent contractor
classification of Securities America’s, Investacorp’s and Triad’s financial advisors. The costs associated with potential changes, if any, to
these independent contractor classifications could have a material adverse effect on us, including our results of operations and financial
condition.
Failure to comply with capital requirements could subject us to suspension, revocation or fines by the SEC, FINRA or other regulators.
Our broker-dealer subsidiaries are subject to the SEC’s Net Capital Rule, which requires the maintenance of minimum net capital. Also,
Securities America is subject to the net capital requirements of CFTC Regulation 1.17. Under Nevada law, Premier Trust must maintain
minimum stockholders’ equity of at least $1,000,000, including at least $250,000 in cash. At December 31, 2013, each of our broker-dealer
subsidiaries exceeded its minimum net capital requirement and Premier Trust exceeded its minimum stockholder's equity requirement. The Net
Capital Rule is designed to measure the general financial integrity and liquidity of a broker-dealer. In computing net capital, various
adjustments are made to net worth which exclude assets not readily convertible into cash. The regulations also require that certain assets, such
as a broker-dealer’s position in securities, be valued in a conservative manner to avoid inflation of the broker-dealer’s net capital. The Net
Capital Rule requires a broker-dealer to maintain a minimum level of net capital. The particular levels vary depending upon the nature of the
activity undertaken by a firm. Compliance with the Net Capital Rule limits those operations of broker-dealers which require the intensive use
of their capital, such as underwriting commitments and principal trading activities. The rule also limits the ability of securities firms to pay
dividends or make payments on certain indebtedness such as subordinated debt as it matures. A significant operating loss or any charge
against net capital could adversely affect the ability of a broker-dealer to expand or, depending on the magnitude of the loss or charge, maintain
its then present level of business. FINRA may enter the offices of a broker-dealer at any time, without notice, and calculate the firm’s net
capital. If the calculation reveals a net capital deficiency, FINRA may immediately restrict or suspend some or all of the broker-dealer’s
activities, including its ability to make markets. Our broker-dealer subsidiaries may not be able to maintain adequate net capital, or their net
capital may fall below requirements established by the SEC or the CFTC, as applicable, and subject us to disciplinary action in the form of
fines, censure, suspension, expulsion or the termination of business altogether. During the fourth quarter of 2009, Triad had a short-term net-
capital deficiency and in March 2014 entered into a settlement with FINRA under which Triad agreed to a fine and censure.
Risk Factors Relating to Strategic Acquisitions and the Integration of Acquired Operations
We may be unable to successfully integrate acquired businesses into our existing business and operations, which may adversely affect
our cash flows, liquidity and results of operations.
We have completed numerous acquisitions since 2006. We continue to explore opportunities to grow our businesses, including through
potential acquisitions of other securities firms, both domestically and internationally. These acquisitions may involve payments of material
amounts of cash, incurrence of a material amount of debt or the issuance of significant amounts of our equity securities, which may increase
our leverage and/or be dilutive to our existing shareholders. We may experience difficulty integrating the operations of these entities or any
other entities acquired in the future into our existing business and operations. Furthermore, we may not be able retain all of the employees we
acquire as a result of these transactions. If we are unable to effectively address these risks, we may be required to restructure the acquired
businesses or write-off the value of some or all of the assets of the acquired business. If we are unable to successfully integrate acquired
businesses into our existing business and operations in the future, it could have a material adverse effect on our liquidity, cash flows and
results of operations.
We may be adversely affected if the firms we acquire do not perform as expected.
Even if we successfully complete acquisitions, we may be adversely affected if the acquired firms do not perform as expected. The firms
we acquire may perform below expectations after the acquisition for various reasons, including legislative or regulatory changes that affect the
products in which a firm specializes, the loss of key clients, employees and/or financial advisors after the acquisition closing, general economic
factors and the cultural incompatibility of an acquired firm’s management team with us. The failure of firms to perform as expected at the time
of acquisition may have an adverse effect on our earnings and revenue growth rates, and may result in impairment charges and/or generate
losses or charges to earnings.
We face numerous risks and uncertainties as we expand our business.
23
We expect the growth of our business to come primarily from organic growth and through acquisitions. As we expand our business, there
can be no assurance that our financial controls, the level and knowledge of our personnel, our operational abilities, our legal and compliance
controls and our other corporate support systems will be adequate to manage our business and our growth. The ineffectiveness of any of these
controls or systems could adversely affect our business and prospects. In addition, as we acquire new businesses, we face numerous risks and
uncertainties integrating their controls and systems into ours, including financial controls, accounting and data processing systems,
management controls and other operations. A failure to integrate these systems and controls, and even an inefficient integration of these
systems and controls, could adversely affect our business, cash flows and results of operations.
Risk Factors Relating to Owning Our Stock
The price of our common stock and Series A Preferred Stock may fluctuate significantly, and this may make it difficult for you to resell
the shares of our stock at prices you find attractive.
The trading price of our common stock, as reported by the NYSE MKT, has ranged from a low of $1.20 to a high of $3.54 per share for
the 52 week period ended December 31, 2013. The trading price of our Series A Preferred Stock, as reported by the NYSE MKT, has ranged
from a low of $22.77 to a high of $25.90 per share during 2013. We expect that the market price of our common stock and Series A Preferred
Stock will continue to fluctuate significantly.
The market price of our stock may fluctuate in response to numerous factors, many of which are beyond our control. These factors
include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
variations
results;
in quarterly operating
general economic and business conditions, including conditions in the securities brokerage and investment banking
markets;
prevailing interest rates, increases in which may have an adverse effect on the market price of the Series A Preferred
Stock;
trading
securities;
prices
of
similar
the annual yield from dividends on the Series A Preferred Stock as compared to yields on other financial
instruments;
our announcements of
acquisitions;
significant contracts, milestones or
relationships
our
companies;
with
other
our ability
capital;
to obtain needed
additions
personnel;
or
departures
of
key
initiation or outcome of
the
proceedings;
litigation or arbitration
sales of common stock, conversion of securities convertible into common stock, exercise of options and warrants to purchase common
stock or termination of stock transfer restrictions;
legislation or regulatory policies, practices or
actions
changes in financial estimates by securities analysts;
and
fluctuation
volume.
in stock market price and
Any one of these factors could have an adverse effect on the market price of our common stock and/or Series A Preferred Stock. Also,
the stock market in recent years has experienced significant price and volume fluctuations that have materially affected the market prices of
equity securities of many companies and that often have been unrelated to such companies’ operating performance. These market fluctuations
have adversely impacted the price of our common stock in the past and may do so in the future.
24
Also, shareholders may initiate securities class action lawsuits if the market price of our stock drops significantly, which may cause us to
incur substantial costs and divert our management’s time and attention. These factors, among others, could significantly depress the price of
our common stock.
Our principal shareholders including our directors and officers control a large percentage of our shares of common stock and can
significantly influence our corporate actions.
At March 1, 2014, our named executive officers, directors and their affiliates, beneficially owned approximately 45.67% of our common
stock. Accordingly, these individuals and entities can significantly influence most, if not all, of our corporate actions, including the election of
directors and the appointment of officers. Also, this ownership of our common stock may make it difficult for a third party to acquire control
of us, therefore possibly discouraging third parties from seeking to acquire us. A third party would have to negotiate any possible transactions
with these principal shareholders, and their interests may be different from the interests of our other shareholders. This may depress the price
of our common stock.
Our quarterly operating results may fluctuate substantially due to the nature of our business and therefore we may fail to meet
profitability expectations.
Our operating results may fluctuate from quarter to quarter and from year to year due to a combination of factors, including: fluctuations
in capital markets, which may affect trading activity in commission-based accounts and asset values in fee-based accounts, the level of
underwriting and advisory transactions completed by Ladenburg and attrition of financial advisors. Accordingly, our results of operations may
fluctuate significantly due to an increased or decreased number of transactions in any particular quarter or year.
Reports published by securities or industry analysts, including projections in those reports that exceed our actual results, could
adversely affect our stock price and trading volume.
Research analysts publish their own quarterly projections regarding our operating results. These projections may vary widely from one
another and may not accurately predict the results we actually achieve. Our stock price may decline if we fail to meet securities research
analysts’ predictions. Similarly, if one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable
research about our business, our stock price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on
us regularly, our stock price or trading volume could decline.
Possible additional issuances will cause dilution.
At December 31, 2013, we had outstanding 181,433,815 shares of common stock, options and warrants to purchase a total of 55,398,631
shares of common stock and 6,189,497 shares of our Series A Preferred Stock. We are authorized to issue up to 600,000,000 shares of
common stock and 25,000,000 shares of preferred stock and are able to issue a significant number of additional shares without obtaining
shareholder approval. If we issue additional shares, or if our existing shareholders exercise their outstanding options and warrants, our other
shareholders may be significantly diluted, which means that they would own a smaller percentage of our company.
We may issue preferred stock with preferential rights that may adversely affect your rights.
The rights of our shareholders will be subject to and may be adversely affected by the rights of holders of any preferred stock that we may
issue in the future. Our articles of incorporation authorize our board of directors to issue up to 25,000,000 shares of “blank check” preferred
stock and to fix the rights, preferences, privilege and restrictions, including voting rights, of these shares without further shareholder approval.
We do not expect to pay any cash dividends on our common stock.
We do not anticipate paying cash dividends on our common stock in the foreseeable future. Accordingly, you must rely on sales of your
common stock after price appreciation, which may never occur, as the only way to realize any positive return on your investment in our
common stock. Net capital requirements imposed on our broker-dealer subsidiaries by the SEC and our obligation to pay dividends on our
Series A Preferred Stock restrict our ability to pay dividends on our common stock.
Market interest rates may materially and adversely affect the value of the Series A Preferred Stock.
25
One of the factors that influences the price of the Series A Preferred Stock is the dividend yield on the Series A Preferred Stock (as a
percentage of the market price of the Series A Preferred Stock) relative to market interest rates. An increase in market interest rates, which are
currently at low levels relative to historical rates, may lead prospective purchasers of the Series A Preferred Stock to expect a higher dividend
yield (and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for dividend payments).
Thus, higher market interest rates could cause the market price of the Series A Preferred Stock to materially decrease.
We may not be able to pay dividends on the Series A Preferred Stock.
Under Florida law, we may not make any distribution to our shareholders, including holding of the Series A Preferred Stock, if, after
giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business, or our total assets
would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferred rights are superior to those receiving the
distribution. Our ability to pay cash dividends on the Series A Preferred Stock will require us to have positive net assets (total assets less total
liabilities) over our capital and to be able to pay our debts as they become due in the usual course of business. Further, notwithstanding these
factors, we may not have sufficient cash to pay dividends on the Series A Preferred Stock. Our ability to pay dividends may be impaired if any
of the risks described in this report were to occur. Also, payment of our dividends depends upon our financial condition and other factors as
our board of directors may deem relevant from time to time. We cannot assure you that our businesses will generate sufficient cash flow from
operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock, if
any, and preferred stock, including the Series A Preferred Stock to pay our indebtedness or to fund our other liquidity needs.
If our common stock is delisted, the ability to transfer or sell shares of our Series A Preferred Stock may be limited and the market value
of our Series A Preferred Stock will likely be materially adversely affected.
Other than in connection with a Change of Control (as defined in the terms of our Series A Preferred Stock), our Series A Preferred
Stock does not contain provisions that are intended to protect a holder if our common stock is delisted from the NYSE MKT. Since the Series
A Preferred Stock has no stated maturity date, holders may be forced to hold shares of our Series A Preferred Stock and receive stated
dividends on the Series A Preferred Stock when, as and if authorized by our board of directors and paid by us with no assurance as to ever
receiving the liquidation value thereof. Also, if our common stock is delisted from the NYSE MKT, it is likely that our Series A Preferred
Stock will be delisted from the NYSE MKT as well. Accordingly, if our common stock is delisted from the NYSE MKT, the ability to
transfer or sell shares of our Series A Preferred Stock may be limited and the market value of our Series A Preferred Stock will likely be
materially adversely affected.
The change of control conversion rights of our Series A Preferred Stock may make it more difficult for a party to acquire us or
discourage a party from acquiring us.
Upon the occurrence of a Change of Control, each holder of the Series A Preferred Stock has, subject to certain exceptions, the right to
convert some or all of such holder’s Series A Preferred Stock into shares of our common stock (or under specified circumstances, certain
alternative consideration).
The Change of Control conversion feature of the Series A Preferred Stock may have the effect of discouraging a third party from making
an acquisition proposal for us or of delaying, deferring or preventing certain of our change of control transactions under circumstances that
otherwise could provide the holders of our common stock and Series A Preferred Stock with the opportunity to realize a premium over the
then-current market price of such stock or that shareholders may otherwise believe is in their best interests.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
Our principal executive offices are located at 4400 Biscayne Boulevard, 12th Floor, Miami, Florida 33137, where we have leased
approximately 18,150 square feet of office space. The lessor is Frost Real Estate Holdings, LLC, an entity affiliated with Dr. Phillip Frost, our
Chairman of the Board and principal shareholder. Our lease was renewed in March 2013 and now expires in February 2018, and the amount
of office space leased was increased from approximately 15,800 square feet.
26
Ladenburg’s principal executive offices are located at 570 Lexington Avenue, 11th floor, New York, New York 10022, where it
subleases approximately 38,000 square feet of office space under a lease that expires in April 2017. Ladenburg previously occupied office
space at 520 Madison Avenue, New York, New York; Ladenburg entered into an agreement to terminate that sublease effective in December
2013. Ladenburg previously occupied office space at 590 Madison Avenue, New York, New York and has subleased all of this space to three
unrelated parties on various terms providing for sublease payments to Ladenburg of approximately $7 million. The lease, under which
Ladenburg is still obligated as the main lessor, expires in June 2015. See Item 1A. “Risk Factors - A default by any of Ladenburg’s
subtenants may have a material adverse effect on our liquidity, cash flows and results of operations” above. Ladenburg also operates branch
offices in leased office space. Such branch offices are located in Miami, Naples and Boca Raton, Florida, Princeton, New Jersey, Boston,
Massachusetts, Houston, Texas, Calabasas, California, Melville, New York and New York, New York.
Our independent financial advisors are responsible for the office space they occupy, whether by lease or otherwise. Information regarding
the principal executive offices used in our independent brokerage and advisory services segment is listed below. Securities America's principal
executive offices are located at 12325 Port Grace Boulevard, La Vista, NE 68128, where it leases approximately 80,000 square feet of office
space under a lease that expires in January 2018. Investacorp’s principal executive offices are located at 4400 Biscayne Boulevard, 11th Floor,
Miami, Florida 33137, where it leases from Frost Real Estate Holdings, LLC approximately 11,475 square feet of office space under a lease
that expires in September 2015. Triad’s principal executive offices are located at 5185 Peachtree Parkway, Suite 280, Norcross, Georgia,
30092, where it leases approximately 11,300 square feet of office space under a lease that expires in June 2017. Premier Trust’s principal
executive offices are located at 4465 S. Jones Boulevard, Las Vegas, NV 89103 where it leases approximately 12,400 square feet of office
space under a lease that expires in February 2016.
We believe that our existing properties are adequate for the current operating requirements of our business and that additional space will
be available as needed.
ITEM 3. LEGAL PROCEEDINGS.
The information under the heading “Litigation and Regulatory Matters” contained in Note 13 to our consolidated financial statements
included in Part II, Item 8 of this annual report on Form 10-K is incorporated by reference in this Item 3.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock trades on the NYSE MKT under the symbol “LTS.” The following table sets forth the high and low sales prices of
our common stock for the periods specified:
2013
2012
High
Low
High
Low
$
1.72 $
1.74
2.02
3.54
1.20 $
1.36
1.61
1.68
2.65 $
1.83
1.66
1.44
1.78
1.33
1.25
1.14
Period
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Holders
At March 1, 2014, there were approximately 3,702 record holders of our common stock.
Dividends
27
We have never paid or declared any dividends on our common stock. The payment of future dividends, if any, will be at our board of
director’s discretion after taking into account our financial condition, operating results, anticipated cash needs and any other factors that our
board of directors may deem relevant. The net capital requirements imposed on our broker-dealer subsidiaries by the SEC, the obligation to
pay dividends on our outstanding preferred stock and covenants contained in our outstanding debt agreements also restrict our ability to pay
dividends.
Issuer Purchases of Equity Securities
This table shows information regarding our purchases of our common stock during the fourth quarter of 2013.
Period
October 1 to October 31, 2013
November 1 to November 30, 2013
December 1 to December 31, 2013
Total
Total Number of
Shares Purchased
Average Price Paid per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
104,162 $
—
100,000
204,162 $
1.85
—
3.18
2.50
104,162
—
100,000
204,162
Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs(1)
3,850,243
3,850,243
3,750,243
(1)In March 2007, our board of directors authorized the repurchase of up to 2,500,000 shares of our common stock from time to time on the
open market or in privately negotiated transactions depending on market conditions. In October 2011, our board amended this repurchase
program to permit the purchase of up to an additional 5,000,000 shares. As of December 31, 2013, 3,749,757 shares have been
repurchased for $6,089 under the program. On August 15, 2013, we purchased 3,000,000 shares of its common stock at a price of $1.67
per share in a privately-negotiated transaction, which was not made pursuant to its stock repurchase program.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data set forth below is derived from our audited consolidated financial statements. You should read this selected
financial data together with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the
consolidated financial statements and the notes thereto included elsewhere in this annual report on Form 10-K:
28
Operating Results:
Total revenues
Total expenses
Income (loss) before item
shown below
Change in fair value of
contingent consideration
Income (loss) before income
taxes
Net (loss) income
Per common and equivalent
share:
Basic and diluted:
(Loss) income per common
share
Basic weighted average
common shares
Diluted weighted average
common shares
Balance Sheet Data:
Total assets
Total liabilities
Shareholders’ equity
Other Data:
Book value per share
Year Ended December 31,
2013
2012
2011
2010
2009
(In thousands, except share and per share amounts)
$
793,116 $
790,591
650,111 $
672,114
273,600 (a) $
285,902
194,526 $
204,616
150,675
168,279
2,525
(22,003)
(12,302)
(10,090)
(17,604)
(121)
7,111
—
—
—
2,404
(522)
(14,892)
(16,354)
(12,302)
3,893
(10,090)
(10,951)
(17,604)
(18,673)
$
(0.04) $
(0.09) $
0.02
$
(0.06) $
(0.11)
182,295,476
183,572,582
183,023,590
175,698,489
168,623,375
182,295,476
183,572,582
189,014,028
175,698,489
168,623,375
$
360,820 $
167,407
193,361
338,129 $
286,908
51,221
$
347,145
283,702
63,443
101,825 $
54,906
46,919
94,637
56,843
37,794
$
1.06 $
0.28 $
0.34
$
0.26 $
0.22
(a)Includes $57,090 of revenue from Securities America (acquired November 4,
2011).
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
(Dollars in thousands, except share and per share amounts)
Overview
We are engaged in independent brokerage and advisory services, investment banking, equity research, institutional sales and trading, asset
management services and trust services through our principal subsidiaries, Securities America, Triad, Investacorp, Ladenburg, LTAM and
Premier Trust. We are committed to establishing a significant presence in the financial services industry by meeting the varying investment
needs of our clients.
We have two operating segments, consisting of the independent brokerage and advisory services business conducted by Securities
America, Investacorp and Triad, which includes the trust services provided by Premier Trust, and the investment banking, sales and trading
and asset management services and investment activities conducted by Ladenburg and LTAM.
Acquisition Strategy
We continue to explore opportunities to grow our businesses, including through potential acquisitions of other financial services firms,
both domestically and internationally.
29
These acquisitions may involve payments of material amounts of cash, the incurrence of material amounts of debt, which may increase our
leverage, or the issuance of significant amounts of our equity securities, which may be dilutive to our existing shareholders. We cannot assure
you that we will be able to complete any such potential acquisitions on acceptable terms or at all or, if we do, that any acquired business will be
profitable. We also may not be able to integrate successfully acquired businesses into our existing business and operations.
Recent Developments
Preferred Stock Offerings
On May 24, 2013, we completed a public offering of 4,600,000 shares of our 8.00% Series A Cumulative Redeemable Preferred Stock
(referred to as Series A Preferred Stock), which has a liquidation preference of $25.00 per share. On May 31, 2013, we completed the
offering of an additional 690,000 shares of Series A Preferred Stock pursuant to the full exercise of the over-allotment option granted to the
underwriters in connection with the offering. Total gross proceeds from the offering were $132,250, before deducting the underwriting
discount and estimated offering expenses of $5,972. Our broker- dealer subsidiaries were responsible for $5,148 of the net underwriting
discount. Accordingly, our corporate segment revenues decreased $5,148 as a result of eliminating the revenue earned by our broker-dealer
subsidiaries.
On June 24, 2013, we entered into an Equity Distribution Agreement under which we may sell up to an aggregate of 3,000,000 shares of
our Series A Preferred Stock from time to time in an “at the market” offering under Rule 415 under the Securities Act of 1933, as amended.
As of December 31, 2013, we sold 899,497 shares of Series A Preferred Stock under the "at the market" offering for total net proceeds of
$21,651. From January 1, 2014 through March 7, 2014, we sold an additional 469,716 shares of Series A Preferred Stock, which provided
net proceeds of $10,601.
We used the net proceeds from the offerings of Series A Preferred Stock to prepay $110,850 principal amount of the $160,700 aggregate
principal amount of our 11% notes due 2016, which were used to finance our 2011 acquisition of Securities America, and to repay the
outstanding borrowings (approximately $39,300) under our revolving credit agreement with an affiliate of our principal shareholder and the
chairman of our board of directors, Phillip Frost, M.D. In connection with the prepayment of the 11% notes, we recognized a loss on
extinguishment of debt expense of $4,547 for the twelve months ended December 31, 2013.
Stock Repurchases
During 2013, we repurchased an aggregate of 3,767,790 shares of our common stock for $6,446, including 767,790 shares purchased for
$1,436 under our stock repurchase program. On August 15, 2013, we purchased 3,000,000 shares of our common stock at a price of $1.67
per share in a privately-negotiated transaction, which was not made pursuant to our stock repurchase program.
Critical Accounting Policies
General. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America, referred to as GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from
those estimates.
Clearing Arrangements. Our broker-dealer subsidiaries do not carry accounts for customers or perform custodial functions related to
customers’ securities. Each of Securities America, Ladenburg, Investacorp and Triad introduces all of its customer transactions, which are not
reflected in these financial statements, to its clearing brokers, which maintain the customers’ accounts and clear such transactions. Also, the
clearing brokers provide the clearing and depository operations for Securities America’s, Ladenburg’s, Investacorp’s and Triad’s proprietary
securities transactions. These activities may expose us to off-balance-sheet risk in the event that customers do not fulfill their obligations with
the clearing brokers, as we have agreed to indemnify our clearing brokers for any resulting losses. We continually assess risk associated with
each customer who is on margin credit and record an estimated loss when we believe collection from the customer is unlikely. We incurred
losses from these arrangements, prior to any recoupment from our financial advisors, of $148, $8 and $36 for the years ended December 31,
2013, 2012 and 2011, respectively.
30
Customer Claims, Litigation and Regulatory Matters. In the ordinary course of business, our operating subsidiaries have been and are
the subject of numerous civil actions and arbitrations arising out of customer complaints relating to their activities as a broker-dealer, as an
employer or supervisor and as a result of other business activities. In general, the cases involve various allegations that our employees or
independent financial advisors had mishandled customer accounts. Due to the uncertain nature of litigation in general, we are unable to
estimate a range of possible loss related to lawsuits filed against us, but based on our historical experience and consultation with counsel, we
typically reserve an amount we believe will be sufficient to cover any damages assessed against us. We had accruals of $3,291 at December
31, 2013 and $27 at December 31, 2012 for potential losses. See Note 13 to our consolidated financial statements included in this report.
However, in the past we have been assessed damages that exceeded our reserves. If we misjudge the amount of damages that may be assessed
against us from pending or threatened claims, or if we are unable to adequately estimate the amount of damages that will be assessed against us
from claims that arise in the future and reserve accordingly, our operating income and liquidity would be reduced. Such costs may have a
material adverse effect on our future financial position, results of operations and liquidity.
Fair Value. “Trading securities owned” and “Securities sold, but not yet purchased” on our consolidated statements of financial condition
are recorded at fair value, with related unrealized gains and losses recognized in our results of operations. The determination of fair value is
fundamental to our financial condition and results of operations and, in certain circumstances, it requires management to make complex
judgments.
Fair values are based on listed market prices, where possible. If listed market prices are not available or if the liquidation of our positions
would reasonably be expected to impact market prices, fair value is determined based on other relevant factors, including dealer price
quotations. Fair values for certain derivative contracts are derived from pricing models that consider market and contractual prices for the
underlying financial instruments or commodities, as well as time value and yield curve or volatility factors underlying the positions.
Pricing models and their underlying assumptions impact the amount and timing of unrealized gains and losses recognized, and the use of
different pricing models or assumptions could produce different financial results. Changes in the fixed income and equity markets will impact
our estimates of fair value in the future, potentially affecting principal trading revenues. The illiquid nature of certain securities or debt
instruments also requires a high degree of judgment in determining fair value due to the lack of listed market prices and the potential impact of
the liquidation of our position on market prices, among other factors.
The Financial Accounting Standards Board, which we refer to as the FASB, has issued authoritative accounting guidance that defines fair
value, establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques. The guidance clarifies that fair value should be based on assumptions that market participants would use when pricing an asset or
liability.
Valuation of Deferred Tax Assets. We account for income taxes under the asset and liability method, which requires the recognition of tax
benefits or expense on the temporary differences between the tax basis and book basis of our assets and liabilities as well as tax loss
carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Net deferred tax amounts as of December 31, 2013, which consist
principally of the tax benefit of net operating loss carryforwards, compensation charges related to equity instruments and deferred
compensation liabilities, amounted to $35,470. After consideration of all the evidence, both positive and negative, especially the fact that we
sustained a cumulative pre-tax loss for the fiscal years in the 2011 through 2013 period, we have determined that a valuation allowance at
December 31, 2013 was necessary to fully offset the deferred tax assets based on the likelihood of future realization. At December 31, 2013,
we had consolidated net operating loss carryforwards of approximately $80,000 for federal income tax purposes, expiring in various years
from 2021 through 2032.
Stock-Based Compensation. Our stock based compensation uses a fair value-based method to recognize non-cash compensation expense
for share-based transactions. The accounting guidance requires an entity to measure the cost of employee, officer and director services received
in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award. The cost is
recognized as compensation expense over the service period, which would normally be the vesting period of the options. Compensation
expense for share-based awards granted to independent contractors is measured at their vesting date fair value. The compensation expense
recognized each period is based on the awards' estimated value at the most recent reporting date.
31
Intangible Assets. We amortize intangible assets over their estimated useful lives generally on a straight-line basis. Intangible assets
subject to amortization are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may be not
recoverable. We assess the recoverability of our intangible assets by determining whether the unamortized balance can be recovered over the
assets’ remaining life through undiscounted forecasted cash flows. If undiscounted forecasted cash flows indicate that the unamortized
amounts will not be recovered, an adjustment will be made to reduce such amounts to an amount consistent with forecasted future cash flows
discounted at a rate commensurate with the risk associated with achieving future discounted cash flows. Future cash flows are based on trends
of historical performance and our estimate of future performances, giving consideration to existing and anticipated competitive and economic
conditions.
Goodwill. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in
circumstances indicate that the asset may be impaired. The impairment test consists of a comparison of the fair value of the reporting unit with
its carrying amount. Fair value is typically based upon future cash flows discounted at a rate commensurate with the risk involved or market
based comparables. If the carrying amount of the reporting unit exceeds its fair value then an analysis will be performed to compare the
implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to excess of
the carrying amount over the implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new
accounting basis. The annual impairment tests performed at December 31, 2013 and 2012 based on quantitative and qualitative assessments
did not indicate that the carrying value of goodwill had been impaired. However, changes in circumstances or business conditions could result
in an impairment of goodwill.
Results of Operations
The following discussion provides an assessment of our consolidated results of operations, capital resources and liquidity and should be
read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this report. Our consolidated
financial statements include our accounts and the accounts of Ladenburg, Investacorp, Triad, Premier Trust, Securities America (since
November 4, 2011) and our other wholly-owned subsidiaries.
The following table includes a reconciliation of EBITDA, as adjusted, to net (loss) income attributable to the Company as reported:
Total revenues
Total expenses
Pre-tax income (loss)
Net (loss) income
Reconciliation of EBITDA, as adjusted, to net (loss)
income attributable to the Company:
EBITDA, as adjusted
Add:
Interest income
Income tax benefit
Change in fair value of contingent consideration
Less:
Loss on extinguishment of debt
Interest expense
Income tax expense
Depreciation and amortization
Non-cash compensation expense
Acquisition-related expense
Amortization of retention loans
Net (loss) income attributable to the Company
Year Ended December 31,
2013
2012
2011
$
793,116 $
790,591
2,404
(522)
650,111 $
672,114
(14,892)
(16,354)
273,600 (1)
285,902
(12,302)
3,893
$
51,625 $
30,504 $
8,422
185
—
7,111
—
(24,541)
(1,462)
(16,061)
(4,744)
—
(7,346)
(16,354) $
70
16,195
—
—
(6,543)
—
(5,632)
(4,014)
(2,971)
(1,634)
3,893
194
—
(121)
(4,547)
(15,438)
(2,926)
(15,315)
(6,766)
—
(7,160)
$
(454) $
32
(1)Includes $57,090 of revenue from Securities America (acquired November 4,
2011).
Earnings before interest, taxes, depreciation and amortization, or EBITDA, adjusted for acquisition-related expense, amortization of
retention loans and change in fair value of contingent consideration related to the Securities America acquisition, loss on extinguishment of
debt and non-cash compensation expense is a key metric we use in evaluating our financial performance. EBITDA, as adjusted, is considered
a non-GAAP financial measure as defined by Regulation G promulgated by the SEC under the Securities Act of 1933, as amended. We
consider EBITDA, as adjusted, important in evaluating our financial performance on a consistent basis across various periods. Due to the
significance of non-cash and non-recurring items, EBITDA, as adjusted, enables our Board of Directors and management to monitor and
evaluate the business on a consistent basis. We use EBITDA, as adjusted, as a primary measure, among others, to analyze and evaluate
financial and strategic planning decisions regarding future operating investments and potential acquisitions. We believe that EBITDA, as
adjusted, eliminates items that are not indicative of our core operating performance, such as amortization of retention loans for the Securities
America acquisition, or do not involve a cash outlay, such as stock-related compensation. EBITDA, as adjusted, should be considered in
addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities.
We have two operating segments. The independent brokerage and advisory services segment includes the broker-dealer and investment
advisory services provided by Securities America, Investacorp and Triad to their independent contractor financial advisors and the trust
services provided by Premier Trust. The Ladenburg segment includes the investment banking, sales and trading and asset management
services and investment activities conducted by Ladenburg and LTAM.
2013
Revenues
Pre-tax income (loss)
EBITDA, as adjusted (6)
2012
Revenues
Pre-tax (loss) income
EBITDA, as adjusted (6)
2011
Revenues
Pre-tax income (loss)
EBITDA, as adjusted (6)
Independent Brokerage
and Advisory Services
(5)
Ladenburg
Corporate
Total
$
$
$
723,246 (1) $
4,850
46,971
69,603 (1) $
11,689
13,188 (4)
267 (2)
(14,135) (3)(4)
(8,534) (4)
$
$
598,851
(6,087)
30,566
230,897
1,787
12,181
$
$
45,701
65
1,829
41,459
(3,131)
(1,032)
5,559
(8,870) (3)
(1,891)
1,244
(10,958) (3)
(2,727)
$
$
$
793,116
2,404
51,625
650,111
(14,892)
30,504
273,600
(12,302)
8,422
(1)
Includes brokerage commissions of $4,240 and $908 in the Ladenburg and Independent brokerage and advisory services segments,
respectively, related to the sale of the Company's Series A Preferred Stock (eliminated in consolidation).
(2)
Includes the elimination of $5,148 of revenue referred to in footnote
(1).
(3)
Includes interest on revolving credit and forgivable loan notes, compensation, professional fees and other general and administrative
expenses.
(4)
Includes the elimination of $2,545, consisting of $5,148 of revenue net of employee brokerage commission expenses of $2,603
charged to additional paid-in capital related to sale of the Company's Series A Preferred Stock.
(5)
Includes Securities America from November 4,
2011.
(6) See Note 19 to our consolidated financial statements for a reconciliation of EBITDA, as adjusted to pre-tax income
(loss).
33
Year ended December 31, 2013 compared to year ended December 31, 2012
For the fiscal year ended December 31, 2013, we had a net loss attributable to the company of $454 as compared to a net loss of $16,354
for the fiscal year ended December 31, 2012. The change was primarily due to a 22% increase in revenues, which was partially offset by an
18% increase in expenses, including a loss on extinguishment of debt of $4,547 and a $1,464 increase in income tax expense. Interest expense
also decreased by $9,103. 2013 results included $15,438 of interest expense, $15,315 of depreciation and amortization expense and $6,766 of
non-cash compensation expense as compared to $24,541 of interest expense, $16,061 of depreciation and amortization expense and $4,744 of
non-cash compensation expense in 2012.
Our total revenues for 2013 increased $143,005 (22%) from 2012. Revenues for 2013 included increased commissions of $68,282,
advisory fees of $40,346, service fees and other income of $15,876, investment banking revenue of $12,713, principal transactions of $3,748,
and interest and dividends of $2,040. Revenues increased in both of our operating segments. Our independent brokerage and advisory
services segment revenues increased $124,395 (21%) from 2012, primarily due to improved market conditions, recruitment of higher-
producing advisors and increased advisory assets under management. Our Ladenburg segment revenues increased $23,902 (52%) from 2012
primarily due to increased activity in our capital markets business and our 2013 Series A Preferred Stock offering, in which Ladenburg served
as an underwriter. However, our Corporate segment revenues decreased $5,292 in the twelve months ended December 31, 2013 as a result of
eliminating $5,148 of revenue related to this offering.
Our total expenses for 2013 increased by $118,477 (18%) from 2012, primarily as a result of an increase in commissions and fees
expense of $96,517, compensation and benefits expense of $15,195, other expenses of $8,052, loss on extinguishment of debt expense of
$4,547, brokerage, communication and clearance fees expense of $1,675 and professional services expense of $815, which were partially
offset by decreases in interest expense of $9,103 due to the prepayment of indebtedness with proceeds from the offerings of our Series A
Preferred Stock, rent and occupancy expense, net of sublease revenue of $311 and depreciation and amortization expense of $746.
The $68,282 (21%) increase in commissions revenue in 2013 as compared to 2012 was primarily attributable to higher revenue in our
independent brokerage and advisory services segment, which increased $66,416 (21%). The increase in commission revenue resulted
primarily from increased sales of alternative investments, mutual funds and variable annuities during 2013 and increased commission trails.
Ladenburg segment commission revenue also increased $1,867 (12%) in 2013 from 2012.
The $40,346 (17%) increase in advisory fees revenue in 2013 as compared to 2012 was primarily due to an increase in advisory fee
revenue in our independent brokerage and advisory services segment of $38,829 (17%). Average advisory assets under management on a
consolidated basis increased by 25% at December 31, 2013 as compared to December 31, 2012. Advisory revenue for a particular period is
primarily affected by the level of advisory assets and market fluctuations. For 2013, we experienced an increase in net new advisory assets
resulting from strong new business development and improved market conditions. Assuming continued favorable market conditions, we
expect asset management revenue to increase in the near term due to newly-added advisory assets and the continued shift by our advisors
toward the advisory business.
The $12,713 (43%) increase in investment banking revenue for 2013 as compared to 2012 was primarily due to an increase in capital
raising activities. Capital raising revenue increased $11,936 (42%), while strategic advisory services revenue increased $776 (66%) in 2013.
We derive investment banking revenue from Ladenburg’s capital raising activities, including underwritten public offerings and private
placements, and strategic advisory services. Revenue from capital raising activities was $40,030 for 2013 as compared to $28,094 for 2012,
primarily due to an increase in capital raising activities for healthcare and biotechnology companies and offerings of yield-oriented equities.
Strategic advisory services revenue was $1,961 for 2013 as compared to $1,184 for 2012.
The $3,748 (347%) increase in principal transactions revenue in 2013 as compared to 2012 was primarily attributable to our Ladenburg
segment, which had an increase of $3,580 (334%), due to growth in the value of the firm's investments of $1,338 and fixed income trading of
$1,980. We established a fixed income trading desk at our Ladenburg subsidiary in November 2012 to serve our financial advisors and their
customers.
The $2,040 (43%) increase in interest and dividends revenue for 2013 as compared to 2012 was primarily due to a cash sweep program
rebate from our primary clearing firm. Future levels of interest and dividend revenue are dependent upon changes in prevailing interest rates
and asset levels. Our current cash sweep program expires in December 2014. If we are unable to negotiate a new agreement under similar
terms, we expect that interest and dividends revenue would decrease.
34
See "Item 1A. - Significant interest rate changes and the expiration of our current cash sweep agreement could affect our profitability and
financial condition."
The $15,876 (28%) increase in service fees and other income in 2013 as compared to 2012 was primarily attributable to increases at our
independent brokerage and advisory services segment in sponsor revenues of $7,367, miscellaneous trading services revenue of $5,326,
trading-related fees of $2,493 and conference revenue of $298. Also, we received $553 in settlement of a claim at Securities America during
2013.
The $96,517 (20%) increase in commissions and fees expense for 2013 as compared to 2012 was directly correlated to the increase in
commissions and advisory fees revenue in our independent brokerage and advisory services segment. Commissions and fees expense
comprises compensation payments earned by the registered representatives who serve as independent contractors in our independent
brokerage and advisory services segment. These payments to the independent contractor registered representatives are calculated based on a
percentage of revenues generated by such persons and vary by product. Accordingly, when the independent contractor registered
representatives increase their business, both our revenues and expenses increase as our representatives earn additional compensation based on
the revenue produced.
The $15,195 (19%) increase in compensation and benefits expense for 2013 as compared to 2012 was primarily due to an increase of
$9,305 in compensation expense in the Ladenburg segment, of which $7,918 was directly related to the increase in revenues. Our independent
brokerage and advisory services and corporate segments had increases in compensation expense of $5,890 as a result of increased revenues
and profitability.
The $2,022 (43%) increase in non-cash compensation expense for 2013 as compared to 2012 was primarily attributable to an increase of
$1,975 from stock option grants to Securities America financial advisors in connection with the 2011 acquisition. The increase in the price of
our common stock and the decrease in the expected forfeitures for these grants contributed to the increase in our non-cash compensation
expense.
The $1,675 (17%) increase in brokerage, communication and clearance fees expense for 2013 as compared to 2012 was primarily due to
an increase of $1,189 in our independent brokerage and advisory services segment. Also, Ladenburg experienced increases in trading systems
and news and quote services expense of $444 in 2013 due to the addition of institutional salespersons and its fixed income trading desk.
Clearing expense for the 2013 period at Ladenburg and Securities America was reduced by clearing expense credits provided by our primary
clearing firm, which primarily expired in the fourth quarter of 2013. As a result, we expect clearing expense to increase in future periods.
The $311 (5%) decrease in rent and occupancy, net of sublease revenue for 2013 as compared to 2012 was primarily attributable to a
decrease of $493 in our independent brokerage and advisory services segment due to the closing of four Securities America locations.
The $815 (10%) increase in professional services expense for 2013 as compared to 2012 was primarily attributable to a $363 increase in
professional services expense in our Ladenburg segment and a $355 increase in professional services expense in our corporate segment.
The $9,103 (37%) decrease in interest expense for 2013 as compared to 2012 resulted from decreased average debt balances and
decreased average interest rates. An average debt balance of approximately $138,691 was outstanding for the 2013 period, as compared to an
average debt balance outstanding of approximately $209,066 for the 2012 period. The average interest rate was 10.5% for the 2013 period as
compared to 10.7% for the 2012 period. The twelve months ended December 31, 2013 average loan balance declined as a result of the
prepayment of $136,350 of debt during 2013 with a portion of the proceeds from our offerings of Series A Preferred Stock, which we expect
will significantly reduce interest expense in future periods. We intend to continue to prepay this indebtedness with future proceeds, if any,
from our at-the-market offering of Series A Preferred Stock and cash flows from operations.
The $746 (5%) decrease in depreciation and amortization expense for 2013 as compared to 2012 was primarily due to a $683 decrease in
depreciation and amortization in our independent brokerage and advisory services segment. Depreciable assets added in 2007 for Securities
America's data center were fully depreciated and not present in the 2013 period. Also, the twelve months ended December 31, 2012 period
included the write-off of other depreciable assets as a result of the consolidation of certain investment advisory subsidiaries of Securities
America.
The $4,547 in extinguishment of debt expense for 2013 relates to the prepayment in 2013 of a substantial portion of our 11% notes due
2016, which were used to finance our 2011 acquisition of Securities America.
35
The $8,052 (22%) increase in other expense in 2013 as compared to 2012 was primarily attributable to our independent brokerage and
advisory services segment which had increases in bad debt, errors and settlement expense of $2,417, other office expenses of $1,356, license
and registration expense of $1,074, conference expense of $602, travel, meals and entertainment of $308 and deferred compensation plan
expense of $275, partially offset by decreases in advertising expense of $268 and insurance expense of $223. Also, our Ladenburg segment
had increases in errors and settlement expense of $978, expenses associated with the relocation of Ladenburg's New York office of $386 and
other office expenses of $753 in 2013.
We had an income tax expense of $2,926 in 2013 as compared to an income tax expense of $1,462 in 2012. After consideration of all the
evidence, both positive and negative, management has determined that a valuation allowance at December 31, 2013 was necessary to fully
offset the deferred tax assets based on the likelihood of future realization. The income tax rates for 2013 and 2012 did not bear a customary
relationship to effective tax rates, primarily as a result of a tax provision related to amortization of goodwill for tax purposes and the change in
the valuation allowance against the net deferred tax asset.
Year ended December 31, 2012 compared to year ended December 31, 2011
2012 results include Securities America for the full year. 2011 results include Securities America from November 4, 2011, the date we
completed the acquisition. Accordingly, comparative results presented herein were significantly impacted by the inclusion of Securities
America for a full twelve month period in 2012.
For the fiscal year ended December 31, 2012, we had a net loss of $16,354 compared to a net profit of $3,893 for the fiscal year ended
December 31, 2011. The decrease was primarily due to an income tax benefit of $16,195 in 2011 caused by a reduction of the deferred tax
asset valuation allowance in connection with the Securities America acquisition and increased interest, depreciation and amortization expenses
and non-cash compensation expense in the 2012 period arising from the Securities America acquisition, partially offset by a decrease in the
fair value of contingent consideration related to the Securities America acquisition. 2012 included $24,541 of interest expense, $16,061 of
depreciation and amortization expense and $4,744 of non-cash compensation expense as compared to $6,543 of interest expense, $5,632 of
depreciation and amortization expense and $4,014 of non-cash compensation expense in 2011.
Our total revenues for 2012 increased $376,511 (138%) from 2011, primarily due to the Securities America acquisition. Revenues for
2012 included increased commissions of $186,583, advisory fees of $145,807, service fees and other income of $38,481, interest and
dividends of $3,747, investment banking revenue of $1,764 and principal transactions of $129. The increase in revenues for 2012 included a
$342,021 increase from Securities America. Excluding Securities America, revenues in our independent brokerage and advisory services
segment increased $25,930 (11%) from 2011, primarily due to improved market conditions, recruitment of higher-producing advisors and
increased advisory assets under management.
Our total expenses for 2012 increased by $386,212 (135%) from 2011, primarily as a result of an increase in commissions and fees
expense of $294,642, compensation and benefits expense of $28,108, interest expense of $17,998, other expense of $22,406, depreciation and
amortization of $10,429 and amortization of retention loans made in connection with the Securities America acquisition of $5,712. The
increases in expenses for 2012 included $361,074 attributable to Securities America.
The $186,583 (134%) increase in commissions revenue in 2012 as compared to the 2011 period was primarily attributable to an increase
of $169,325 from Securities America and successful recruitment of higher-producing financial advisors in our independent brokerage and
advisory services segment. Excluding Securities America, commissions revenue in our independent brokerage and advisory services and
Ladenburg segments increased $13,612 (14%) and $3,647 (30%), respectively, from 2011.
The $145,807 (166%) increase in advisory fees revenue in 2012 as compared to 2011 was primarily due to an increase of $135,872 from
Securities America. Average advisory assets under management increased by 17.8% at December 31, 2012 as compared to December 31,
2011 at Securities America, LTAM, Triad and Investacorp on a consolidated basis. Advisory revenue for a particular period is primarily
affected by the level of advisory assets and market fluctuations. For 2012, we experienced an increase in net new advisory assets resulting
from strong new business development and the continued shift by our existing advisors toward more advisory business.
36
The $1,764 (6%) increase in investment banking revenue for 2012 as compared to 2011 was primarily due to an increase in capital raising
fees. Capital raising revenue increased $2,200, resulting primarily from an increase in offerings of yield-oriented equities while strategic
advisory services revenue decreased $436 in 2012. We derive investment banking revenue from Ladenburg’s capital raising activities,
including underwritten public offerings and private placements, and strategic advisory services. Revenue from capital raising activities was
$28,094 for 2012, as compared to $25,894 for 2011. Strategic advisory services revenue was $1,184 for 2012, as compared to $1,620 for
2011.
The $129 (11%) increase in principal transactions revenue in 2012 as compared to 2011 was primarily attributable to the addition of a
fixed income trading group in the fourth quarter of 2012 at our Ladenburg subsidiary to serve our financial advisors and their customers.
The $3,747 (365%) increase in interest and dividends revenue for 2012 as compared to 2011 was primarily due to an increase of $3,679
from Securities America. Changes in interest and dividends revenue are dependent upon changes in prevailing interest rates and asset levels.
The $38,481 (204%) increase in service fees and other income in 2012 as compared to 2011 was primarily attributable to $33,146 of
service fees and other income earned by Securities America, which included marketing allowances received from product sponsor programs
and administrative service fees. Excluding Securities America, service fees and other income increased in our independent brokerage and
advisory services segment by $1,942, primarily due to marketing allowances received from product sponsor programs of $1,404, increased
conference revenue of $530 and an increase in our corporate segment. The increase in our corporate segment is primarily due to increased
income of $3,415, representing principal and interest forgiven on the NFS loans, partially offset by a decrease due to $287 received in
settlement of a claim by Ladenburg against a former broker in 2011.
The $294,642 (161%) increase in commissions and fees expense for 2012 as compared to 2011 was directly correlated to the increase in
commissions and advisory fees revenue in our independent brokerage and advisory services segment, including an increase of $273,001 from
the addition of Securities America. Excluding Securities America, commission and fees revenue increased $21,045 (12%) for 2012 as
compared to 2011. Commissions and fees expense comprises compensation payments earned by the registered representatives who serve as
independent contractors in our independent brokerage and advisory services segment. These payments to the independent contractor registered
representatives are calculated based on a percentage of revenues generated by such persons and vary by product. Accordingly, when the
independent contractor registered representatives increase their business, both our revenues and expenses increase as our representatives earn
additional compensation based on the revenue produced.
The $28,108 (54%) increase in compensation and benefits expense for 2012 as compared to 2011 was primarily due to an increase of
$23,371 from the addition of Securities America. The increase in compensation and benefits expense for 2012 excluding Securities America,
was $4,737.
The $730 (18%) increase in non-cash compensation expense for 2012 as compared to 2011 was primarily attributable to an increase of
$878 from stock option grants to Securities America employees and financial advisors.
The $2,247 (29%) increase in brokerage, communication and clearance fees expense for 2012 as compared to 2011 was primarily due to
an increase of $2,166 from the addition of Securities America and an increase of $356 from Triad and Investacorp, which was directly related
to the increase in revenue. This was partially offset by a decrease of $193 in our Ladenburg and Corporate segments. Clearing expense for the
2012 period at Ladenburg and Securities America was reduced by clearing expense credits provided by our primary clearing firm.
The $2,787 (73%) increase in rent and occupancy, net of sublease revenue for 2012 as compared to 2011 was primarily attributable to an
increase of $2,940 increase from the addition of Securities America, partially offset by a decrease of $108 at our Ladenburg segment.
The $4,124 (98%) increase in professional services expense for 2012 as compared to 2011 was primarily due to an increase of $4,105
from Securities America.
The $17,998 (275%) increase in interest expense for 2012 as compared to 2011 resulted from increased average debt balances following
the Securities America acquisition and increased average interest rates. An average debt balance of approximately $209,066 was outstanding
for the 2012 period, as compared to an average outstanding debt balance of approximately $58,075 for the 2011 period. The average interest
rate was 10.7% and 10.5% for the 2012 and 2011 periods, respectively.
37
The $10,429 (185%) increase in depreciation and amortization expense for 2012 as compared to 2011 was primarily due to an increase of
$10,595 of depreciation and amortization from Securities America fixed assets and amortization of intangible assets acquired in the Securities
America acquisition. This was partially offset by a decrease of $162 in our Ladenburg segment.
The $5,712 in amortization of retention loans expense for 2012 relates to the amortization of retention loans made to Securities America
financial advisors in connection with the acquisition. The amounts in the prior-year period were from November 4, 2011, the date we
completed the Securities America acquisition.
The $22,406 (151%) increase in other expense in 2012 as compared to 2011 was primarily attributable to the addition of $21,288 in other
expense from Securities America, which consisted of forgiveness of financial advisor loans, insurance, travel, advertising, bad debt and other
office expenses. Excluding Securities America, the increase in other expense was primarily attributable to a $487 increase in conference and
related expenses, a $436 increase in travel, meals and entertainment, a $334 increase in insurance expense and a $212 increase in other office
expenses, partially offset by a decrease in settlements expense of $681.
We had an income tax expense of $1,462 in 2012 as compared to an income tax benefit of $16,195 in 2011. After consideration of all the
evidence, both positive and negative, management has determined that a valuation allowance at December 31, 2012 was necessary to fully
offset the deferred tax assets based on the likelihood of future realization. The income tax rates for 2012 and 2011 did not bear a customary
relationship to effective tax rates primarily as a result of the change in the valuation allowance in 2012 and 2011.
Liquidity and Capital Resources
Approximately 25% of our total assets at December 31, 2013 consisted of cash and cash equivalents, securities owned and receivables
from clearing brokers and other broker-dealers, all of which fluctuate, depending upon the levels of customer business and trading activity.
Receivables from broker-dealers, which are primarily from clearing brokers, turn over rapidly. A relatively small percentage of our total assets
are fixed. The total assets or the individual components of total assets may vary significantly from period to period because of changes relating
to economic and market conditions.
Each of Securities America, Triad, Investacorp and Ladenburg is subject to the Net Capital Rule. Therefore, they are subject to certain
restrictions on the use of capital and their related liquidity. At December 31, 2013, Securities America’s regulatory net capital of $10,968,
exceeded minimum net capital requirements of $250 by $10,718. At December 31, 2013, Triad’s regulatory net capital of $4,262 exceeded
minimum net capital requirements of $1,115 by $3,147. At December 31, 2013, Investacorp’s regulatory net capital of $5,052, exceeded
minimum net capital requirements of $339, by $4,713. At December 31, 2013, Ladenburg’s regulatory net capital of $12,573 exceeded
minimum net capital requirements of $250, by $12,323. Failure to maintain the required net capital may subject our broker-dealer subsidiaries
to suspension or expulsion by FINRA, the SEC and other regulatory bodies and ultimately may require their liquidation. The Net Capital Rule
also prohibits the payment of dividends, redemption of stock and prepayment or payment of principal of subordinated indebtedness if net
capital, after giving effect to the payment, redemption or prepayment, would be less than specified percentages of the minimum net capital
requirement. Compliance with the Net Capital Rule could limit Ladenburg’s operations that require the intensive use of capital, such as
underwriting and trading activities, and also could restrict our ability to withdraw capital from our subsidiaries, which in turn, could limit our
ability to pay dividends and repay debt. See Item 1A. “Risk Factors — Failure to comply with capital requirements could subject us to
suspension, revocation or fines by the SEC, FINRA or other regulators” above.
Premier Trust, chartered by the state of Nevada, is subject to regulation by the Nevada Department of Business and Industry Financial
Institutions Division. Under Nevada law, Premier Trust must maintain stockholders’ equity of at least $1,000, including cash of at least $250.
At December 31, 2013, Premier Trust had stockholders’ equity of $1,319, including at least $250 in cash.
Our primary sources of liquidity include cash flows from operations, sales of securities in public or private transactions and borrowings
under our $40,000 revolving credit agreement with an affiliate of Dr. Phillip Frost, our chairman and principal shareholder. On May 24, 2013,
we completed a public offering of 4,600,000 shares of our Series A Preferred Stock. On May 31, 2013 we completed the offering of an
additional 690,000 shares of Series A Preferred Stock pursuant to the full exercise of the over-allotment option granted to the underwriters in
connection with the offering. The total gross proceeds from the offering were $132,250, before deducting the underwriting discount and
offering expenses.
38
We also commenced an at-the-market offering on June 28, 2013 under which we sold 899,497 shares of Series A Preferred Stock, which
provided net proceeds of $21,651 during the twelve months ended December 31, 2013. From January 1, 2014 through March 7, 2014, we
sold an additional 469,716 shares of Series A Preferred Stock, which provided net proceeds of $10,601.
We used the net proceeds from the Series A Preferred Stock offerings to prepay $110,850 principal amount of the $160,700 aggregate
principal amount of our 11% notes due 2016, which were used to finance our 2011 acquisition of Securities America, and to repay the
outstanding borrowings (approximately $39,300) under our $40,000 revolving credit agreement. As a result of such repayment, $40,000
became available for borrowing under such revolving credit agreement. We intend to continue to prepay this indebtedness with future
proceeds, if any, from our at-the-market offering of Series A Preferred Stock and cash flows from operations.
Borrowings under the $40,000 revolving credit agreement bear interest at a rate of 11% per annum, payable quarterly. At December 31,
2013, we had no outstanding balance under the revolving credit agreement, a net decrease of $25,500 from December 31, 2012. We may repay
outstanding amounts or re-borrow amounts under our revolving credit facility at any time prior to the maturity date of August 25, 2016,
without penalty.
On November 6, 2013, our subsidiary, Securities America Financial Corporation, which is the parent of Securities America, entered into a
loan agreement with a third-party financial institution for a term loan in the aggregate principal amount of approximately $1.7 million. The term
loan bears interest at 5.5%, has a 54-month term and is secured by Securities America’s non-forgivable financial advisor note
portfolio. Pursuant to this loan agreement, up to $1,500 aggregate principal amount of additional loans is available, subject to certain
conditions. Any additional loans would bear interest at 5.5% per annum. At December 31, 2013, $1,681 was outstanding under this loan.
We believe our existing assets, sales of securities, including possible sales under our at-the-market offering, and funds available under our
$40,000 revolving credit facility will provide adequate funds for continuing operations at current activity levels. We are currently in
compliance with all debt covenants in our debt agreements.
Cash provided by operating activities for 2013 was $20,874, which primarily consisted of our net loss of $522, adjusted for non-cash
expenses, increases in accrued compensation, commissions and fees payable, accounts payable and accrued liabilities, and deferred
compensation liability, partially offset by increases in receivables from clearing brokers, other receivables, net, securities owned, at fair value ,
cash surrender value of life insurance and other assets. In 2012, cash provided by operating activities was $7,648 primarily due to our net loss
adjusted for non-cash expenses, an increase in other receivables, net, receivables from other broker-dealers and other assets, and a decrease in
securities sold, but not yet purchased, partially offset by an increase in securities owned at fair value, and receivables from clearing brokers
and an increase in accrued compensation and commissions and fees payable.
Investing activities used $7,023 for 2013, primarily due to the purchase of furniture, equipment and leasehold improvements. In 2012,
investing activities used $5,930, primarily due to the purchase of furniture, equipment and leasehold improvements and $552 used for asset
acquisitions by Securities America.
Financing activities provided $1,044 for 2013, primarily due to the issuance of the Series A Preferred Stock and the issuance of common
stock upon warrant and option exercises and under our employee stock purchase plan and third party investment in a noncontrolling interest,
partially offset by loan repayments of outstanding notes related to the Securities America acquisition, repayment of the outstanding balance on
our revolving credit agreement, payment of dividends on our Series A Preferred Stock and common stock repurchases. In 2012, financing
activities provided $2,119, primarily due to loan re-borrowings under our revolving credit agreement and the issuance of common stock upon
option exercises and under the employee stock purchase plan, partially offset by repayments of notes payable and common stock repurchases.
At December 31, 2013, we were obligated under several non-cancelable lease agreements for office space, which provide for future
minimum lease payments aggregating approximately $26,697 through 2018, exclusive of escalation charges. We have subleased vacant space
under subleases which entitle us to receive rents aggregating approximately $6,882 through such date. See Item 1A. “Risk Factors — A
default by any of Ladenburg’s subtenants may have a material adverse effect on our liquidity, cash flows, and results of operations”.
39
In connection with the Securities America acquisition, we entered into a senior loan agreement with various lenders, under which the
lenders loaned us $160,700, a portion of which we used to fund the acquisition. Interest on this loan is payable quarterly at 11% per year.
Interest is payable in cash; however, we may pay interest-in-kind with the consent of certain lenders. This payment-in-kind feature increases
the principal sum outstanding on the note that is due at maturity by the amount of such payment-in-kind. All interest payments through
December 31, 2013 have been paid in cash. This loan, together with accrued and unpaid interest thereon, is due on November 4, 2016. We
may voluntarily repay the November 2011 loan at any time without premium or penalty. In connection with this loan, we issued to the lenders
warrants to purchase an aggregate of 10,713,332 shares of our common stock. These warrants are exercisable at any time prior to their
expiration on November 4, 2016 at $1.68 per share, which was the closing price of our common stock on the acquisition closing date.
During the twelve months ended December 31, 2013, we prepaid $110,850 of the November 2011 loan with proceeds from the Series A
Preferred Stock offerings. These prepayments included the installments of the notes that would have been due on December 31, 2014 and
December 31, 2015.
The lenders included Frost Nevada Investments Trust (“Frost Nevada”), an affiliate of our chairman of the board and principal
shareholder, Dr. Phillip Frost, M.D., Vector Group, Ltd. (“Vector Group”), a principal shareholder, and our President and chief executive
officer and a director. The principal amounts initially loaned by Frost Nevada, Vector Group and our President were $135,000 $15,000 and
$200, respectively. A special committee of our Board of Directors was formed to review and consider the terms of the November 2011 loan,
the notes issued thereunder and the warrants. Upon such review and consideration, which included the advice of the committee’s independent
financial advisor, the committee determined that the financing was fair from a financial point of view to us and our unaffiliated shareholders.
On November 4, 2011, NFS provided us with a seven-year, $15,000 forgivable loan. We used the proceeds to fund expenses related to
the Securities America acquisition. Interest on the loan accrues at the average annual Federal Funds effective rate plus 6% per annum, subject
to the maximum rate of 11% per annum. If Securities America meets certain annual clearing revenue targets set forth in the loan agreement, the
principal balance of the loan will be forgiven in seven equal yearly installments of $2,143 commencing on November 4, 2012 and continuing
on an annual basis through November 2018. Interest payments due with respect to each such year will also be forgiven if the annual clearing
revenue targets are met. Any principal amounts not forgiven will be due in November 2018, and any interest payments not forgiven are due
annually. If during the loan term any principal amount is not forgiven, we may have such principal forgiven in future years if Securities
America exceeds subsequent annual clearing revenue targets. We will expense interest under this loan agreement until such time as such
interest is forgiven. Securities America met the annual clearing revenue target for the period ending November 4, 2013 and 2012.
The 2011 forgivable loan agreement contains other covenants including limitations on the incurrence of additional indebtedness,
maintaining minimum adjusted shareholders’ equity levels and a prohibition on the termination of our $40,000 revolving credit agreement
prior to its current maturity. Upon the occurrence of an event of default, the outstanding principal and interest under the loan agreement may be
accelerated and become due and payable. If the clearing agreements are terminated prior to the loan maturity date, all amounts then outstanding
must be repaid on demand. The loan agreement is secured by our, but not our subsidiaries’, deposits and accounts held at NFS or its affiliates.
In connection with the entering into the new forgivable loan in 2011, Securities America and our other broker-dealer subsidiaries amended
their respective clearing agreements with NFS to, among other things, extend the term of those agreements through November 2018. Also, we
and NFS amended the terms of the 2009 forgivable loan made by NFS to us such that the remaining principal balance of $7,143 and the
related accrued interest will be forgiven, subject to the terms and conditions of the loan, in four equal annual installments commencing in
November 2012 without us being required to satisfy the annual clearing revenue targets previously established. We have expensed, and will
continue to expense, interest under the 2009 NFS agreement until such interest is forgiven. The required conditions to forgiveness were met in
November 2013 for the 2009 and 2011 forgivable loans. Accordingly, we recognized income in 2013 of $3,929 and $1,067 from the
forgiveness of principal and interest, respectively, and the outstanding balances under the 2009 and 2011 forgivable loans were reduced to an
aggregate of $14,285. We recognized income in 2013 of $3,929 and $1,067, and 2012 of $3,929 and $1,365 and in 2011 of $1,429 and $450
from the forgiveness of principal and interest, respectively.
In November 2011, as part of the amendment of Ladenburg’s clearing agreement with NFS, NFS agreed to provide an annual credit of
$1,000 to Ladenburg for a five-year period. Ladenburg received such credits in November 2012 and November 2013. Such expense reduction
must be repaid pro-rata if the clearing agreement is terminated prior to the end of the term. We have reflected the expense reduction ratably in
our financial statements.
40
In connection with the Premier Trust acquisition in 2010, we issued a $1,161 promissory note to a subsidiary of Premier Trust’s former
shareholder. The note bears interest at 6.5% per annum and is payable quarterly and matures in September 2015. The outstanding balance of
this note at December 31, 2013 was $450.
In March 2007, our board of directors authorized the repurchase of up to 2,500,000 shares of our common stock from time to time on the
open market or in privately negotiated transactions depending on market conditions. In October 2011, our board amended the repurchase
program described above to permit the purchase of up to an additional 5,000,000 shares. As of December 31, 2013, 3,749,757 shares had
been repurchased for $6,089 under the program, including 767,790 shares in 2013. On August 15, 2013, we purchased 3,000,000 shares of
our common stock at a price of $1.67 per share in a privately-negotiated transaction, which was not made pursuant to our stock repurchase
program.
Off-Balance Sheet Arrangements
Each of Securities America, Ladenburg, Investacorp and Triad, as guarantor of its customer accounts to its clearing broker, is exposed to
off-balance-sheet risks in the event that its customers do not fulfill their obligations with the clearing broker. Also, if Securities America,
Ladenburg, Investacorp or Triad maintains a short position in certain securities, it is exposed to future off-balance-sheet market risk, since its
ultimate obligation may exceed the amount recognized in the financial statements.
Please see Note 14 to our consolidated financial statements included elsewhere in this annual report on Form 10-K.
Contractual Obligations
The table below summarizes information about our contractual obligations as of December 31, 2013 and the effect these obligations are
expected to have on our liquidity and cash flow in the future years.
Notes payable under November 2011 financing(1)
Revolving credit agreement with affiliate of our principal
shareholder(2)
Notes payable to clearing firm under forgivable loans(3)
Note payable to a subsidiary of Premier Trust’s former
shareholder(4)
Operating leases(5)
Deferred compensation plan(6)
Note payable to American National Bank(7)
Total
Payments Due By Period
Total
Less than
1 year
1 – 3 years
4 – 5 years
$
62,060 $
5,484 $
56,576 $
After 5 years
—
— $
—
16,523
—
2,625
—
2,792
—
11,106
—
—
479
26,697
19,056
1,896
126,711 $
274
10,050
688
430
19,551 $
205
12,262
1,928
861
74,624 $
—
4,385
850
605
16,946 $
—
—
15,590
—
15,590
$
(1) Notes bear interest at 11% per annum and are payable quarterly. See Note 12 to our consolidated financial
statements.
(2) The revolving credit agreement has an August 25, 2016 maturity date and bears interest at a rate of 11.0% per annum, payable
quarterly. Assumes no payments of principal prior to maturity. See Note 12 to our consolidated financial statements.
(3) The 2009 NFS forgivable loan ($3,571 at December 31, 2013) bears interest at prime plus 2% per annum and the 2011 NFS
forgivable loan ($10,715 at December 31, 2013) bears interest at federal funds rate plus 6% per annum and is payable in 7
annual installments if not forgiven. See Note 12 to our consolidated financial statements.
(4) Note bears interest at 6.5% per annum and is payable in 20 quarterly installments. See Note 12 to our consolidated financial
statements.
(5) Excludes sublease revenues of $6,882. See Note 13 to our consolidated financial
statements.
41
(6) See Note 10
statements.
to our consolidated
financial
(7) Note bears interest at 5.5% per annum and is payable in 54 monthly installments. See Note 12 to our consolidated financial
statements.
We have subleased office space to subtenants, some of whom are engaged in the financial services industry. Should any of the sub-
tenants not pay their sublease payments or otherwise default under a sublease, it may have a material adverse effect on our results of
operations.
Market Risk
Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result
of fluctuations in interest and currency exchange rates, equity and commodity prices, changes in the implied volatility of interest rates, foreign
exchange rates, equity and commodity prices and also changes in the credit ratings of either the issuer or its related country of origin. Market
risk is inherent to both derivative and non-derivative financial instruments, and accordingly, the scope of our market risk management
procedures extends beyond derivatives to include all market risk sensitive financial instruments.
Current and proposed underwriting, corporate finance, merchant banking and other commitments are subject to due diligence reviews by
our senior management, as well as professionals in the appropriate business and support units involved. Credit risk related to various
financing activities is reduced by the industry practice of obtaining and maintaining collateral. We monitor our exposure to counterparty risk
through the use of credit exposure information, the monitoring of collateral values and the establishment of credit limits.
Special Note Regarding Forward-Looking Statements
We and our representatives may from time to time make oral or written “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including any statements that may be contained in the foregoing discussion in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, in this report and in other filings with the Securities and
Exchange Commission and in our reports to shareholders, which reflect our expectations or beliefs with respect to future events and financial
performance. These forward-looking statements are subject to certain risks and uncertainties and, in connection with the “safe-harbor”
provisions of the Private Securities Litigation Reform Act, we have identified under “Risk Factors” in Item 1A above, important factors that
could cause actual results to differ materially from those contained in any forward-looking statement made by or on behalf of us.
Results actually achieved may differ materially from expected results included in these forward-looking statements as a result of these or
other factors. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which
speak only as of the date on which such statements are made. We do not undertake to update any forward-looking statement that may be made
from time to time by or on behalf of us.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information in Item 7 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Market Risk” is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See the Consolidated Financial Statements and Notes thereto, together with the report thereon of EisnerAmper LLP dated March 12, 2014
beginning on page F-1 of this report which are incorporated by reference in this Item 8.
CHANGES
AND FINANCIAL DISCLOSURE.
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
ITEM 9.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act) are our controls and other
procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate, to allow timely decisions regarding disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, we evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based
on that evaluation, our principal executive officer and principal financial officer have concluded that these controls and procedures were
effective as of such date.
Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting
42
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting
based on the framework in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). Our internal control over financial reporting is designed to provide reasonable assurance to management and
to our Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for
external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those
policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our
assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.
In connection with this annual report on Form 10-K, our chief executive officer and chief financial officer evaluated, with the participation
of our management, the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. Based
on management’s evaluation, our chief executive officer and chief financial officer each concluded that our internal control over financial
reporting was effective as of December 31, 2013.
EisnerAmper LLP, an independent registered public accounting firm, has audited our consolidated financial statements and the
effectiveness of internal controls over financial reporting as of December 31, 2013 as stated in its report which is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2013 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Ladenburg Thalmann Financial Services Inc.
We have audited Ladenburg Thalmann Financial Services Inc.’s (the “Company”) internal control over financial reporting as of December
31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the 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 effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
43
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Ladenburg Thalmann Financial Services Inc. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2013, based on criteria established in Internal Control — Integrated Framework (1992) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Ladenburg Thalmann Financial Services Inc. as of December 31, 2013 and 2012, and the related consolidated
statements of operations, changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31,
2013, and our report dated March 12, 2014 expressed an unqualified opinion thereon.
/s/ EisnerAmper LLP
New York, New York
March 12, 2014
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
This information will be contained in our definitive proxy statement for our 2014 Annual Meeting of Shareholders, to be filed with the
SEC not later than 120 days after the end of our fiscal year covered by this report, and incorporated herein by reference.
ITEM 11.
EXECUTIVE COMPENSATION.
This information will be contained in our definitive proxy statement for our 2014 Annual Meeting of Shareholders, to be filed with the
SEC not later than 120 days after the end of our fiscal year covered by this report, and incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
This information will be contained in our definitive proxy statement for our 2014 Annual Meeting of Shareholders, to be filed with the
SEC not later than 120 days after the end of our fiscal year covered by this report, and incorporated herein by reference.
ITEM 13.
CERTAIN
DIRECTOR INDEPENDENCE.
RELATIONSHIPS
AND
RELATED
TRANSACTIONS,
AND
This information will be contained in our definitive proxy statement for our 2014 Annual Meeting of Shareholders, to be filed with the
SEC not later than 120 days after the end of our fiscal year covered by this report, and incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
This information will be contained in our definitive proxy statement for our 2014 Annual Meeting of Shareholders, to be filed with the
SEC not later than 120 days after the end of our fiscal year covered by this report, and incorporated herein by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)(1): Index to 2013 Consolidated Financial Statements
PART IV
The consolidated financial statements and the notes thereto, together with the report thereon of EisnerAmper LLP dated March 12, 2014,
appear beginning on page F-1 of this report.
(a)(2): Financial Statement Schedules
Financial statement schedules not included in this report have been omitted because they are not applicable or the required information is
shown in the consolidated financial statements or the notes thereto.
(a)(3): Exhibits Filed
The following exhibits are filed as part of this annual report on Form 10-K.
EXHIBIT INDEX
44
Exhibit No.
Description
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4.1
4.2
4.3
4.4
10.1
10.2
10.3
Articles of Incorporation
Articles of Amendment to the Articles of Incorporation, dated August 24, 1999
Articles of Amendment to the Articles of Incorporation, dated April 3, 2006
Articles of Amendment to the Articles of Incorporation, dated May 9, 2013.
Articles of Amendment to Articles of Incorporation, dated May 21, 2013.
Articles of Amendment to Articles of Incorporation, dated June 20, 2013.
Amended and Restated Bylaws
Form of common stock certificate
Form of Promissory Note, dated as of November 4, 2011, issued under the
November 4, 2011 Loan Agreement.
Form of Warrant, dated as of November 4, 2011, issued under the November 4,
2011 Loan Agreement.
Specimen 8.00% Series A Cumulative Redeemable Preferred Stock Certificate.
Amended and Restated 1999 Performance Equity Plan.*
2009 Incentive Compensation Plan.*
Ladenburg Thalmann Financial Services Inc. Amended and Restated Qualified
Employee Stock Purchase Plan.*
10.4
Office Lease dated March 30, 2007 between Ladenburg Thalmann & Co., Inc.
10.5
10.6
10.7
10.8
and Frost Real Estate Holdings, LLC.
Amendment and Lease Extension Agreement, dated as of March 8, 2013,
between Ladenburg Thalmann & Co. Inc. and Frost Real Estate Holdings, LLC.
Warrant issued to BroadWall Capital LLC.
Form of Stock Option Agreement issued to employees of BroadWall.
Letter Agreement, dated February 8, 2012, between Ladenburg Thalmann
Financial Services Inc. and Vector Group Ltd.
10.9
10.10
Form of Warrant issued to the stockholders of Telluride Holdings, Inc.
Amendment to Employment Agreement, dated as of Sept. 1, 2006 between the
Company, Ladenburg Thalmann & Co. Inc. and Mark Zeitchick.*
10.11
Letter Agreement, dated as of January 19, 2011, between the Company and Mark
Zeitchick.*
10.12
Letter Agreement dated as of December 15, 2011, between the Company and
Mark Zeitchick.*
10.13
Non-Plan Option Agreement, dated as of October 19, 2007, by and between the
Company and Bruce A. Zwigard.
10.14
Warrant, dated as of October 19, 2007, issued to Frost Gamma Investments
10.15
Trust pursuant to Credit Agreement.
Employment Letter, dated as of January 30, 2013, by and between Ladenburg
Thalmann Financial Services Inc. and Joseph Giovanniello, Jr. *
10.16
Employment Letter dated as of February 8, 2008 between the Company and Brett
Kaufman.*
10.17
Stock Purchase Agreement, dated August 16, 2011, by and between the
Company and Ameriprise Financial, Inc.
10.18
Lease, dated as of August 13, 2010, between Investacorp Group, Inc. and Frost
Real Estate Holdings, LLC.
10.19
Employment Letter, dated as of December 15, 2011, between the Company and
Adam Malamed.*
45
Incorporated
By Reference
from Document
A
B
C
W
X
Y
D
A
S
No. in
Document
3.1
3.2
3.1
3.1
3.6
3.1
3.2
4.1
10.2
S
X
F
O
G
H
V
I
I
J
K
L
Q
T
E
E
U
M
R
P
T
4.1
4.1
4.1
Exhibit A
Exhibit A
10.1
10.1
10.1
10.2
10.1
10.2
10.3
10.1
10.21
10.2
10.3
10.1
10.1
2.1
10.1
10.27
10.20
Credit Agreement, dated as of October 19, 2007, by and between the Company
and Frost Gamma Investments Trust, including the form of note thereto.
10.21
Amendment No. 1 to Credit Agreement by and between the Company and Frost
Nevada Investments Trust, as assignee, dated as of August 25, 2009.
10.22
Amendment No. 2 to Credit Agreement, dated August 16, 2011, by and between
the Company and Frost Nevada Investments Trust.
10.23
Forgivable Loan Agreement, dated as of August 25, 2009, between the Company
and National Financial Services LLC. (Certain portions of this agreement have
been omitted under a request for confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934 and filed separately with the United States
Securities and Exchange Commission.)
10.24
First Amendment, dated November 4, 2011, to Forgivable Loan Agreement
between the Company and National Financial Services LLC.
10.25
Forgivable Loan Agreement, dated as of November 4, 2011, between the
Company and National Financial Services LLC. (Certain portions of this
agreement have been omitted under a request for confidential treatment pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934 and filed separately with
the United States Securities and Exchange Commission.)
10.26
Loan Agreement, dated November 4, 2011, by and among the Company and the
10.27
12.1
21
23.1
24
31.1
31.2
32.1
32.2
lenders party thereto
Equity Distribution Agreement, dated June 24, 2013, between Ladenburg
Thalmann Financial Services, Inc. and Mitsubishi UFJ Securities (USA), Inc., as
representative of the Sales Agents listed on Schedule I thereto.
Statement re: Computation of Ratios of Earnings to Fixed Charge, and Ratios of
Earnings to Combined Fixed Charge and Preferred Stock Dividends*
List of Subsidiaries
Consent of EisnerAmper LLP
Power of Attorney
Certification of Chief Executive Officer, Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer, Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer, Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer, Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
46
E
N
R
N
T
T
S
Y
**
**
**
***
**
**
****
****
**
**
**
**
**
**
4.1
4.2
10.1
4.1
10.32
10.33
10.1
1.1
—
—
—
—
—
—
—
—
—
—
—
—
—
*
Management Compensation Contract
**
Filed herewith
***
Contained on the signature page hereto
**** Furnished herewith
A.
Registration statement on Form SB-2 (File No. 333-31001).
B.
C.
Annual report on Form 10-K for the year ended August 24, 1999.
Quarterly report on Form 10-Q for the quarter ended June 30, 2006.
D.
Current report on Form 8-K, dated September 20, 2007 and filed with the SEC on September 21, 2007.
E.
F.
G.
Current report on Form 8-K, dated October 19, 2007 and filed with the SEC on October 22, 2007.
Registration statement on Form S-8 (File No. 333-139254).
Definitive proxy statement filed with the SEC on August 27, 2012 relating to the annual meeting of shareholders held
on September 28, 2012.
H.
Current report on Form 8-K, dated March 30, 2007 and filed with the SEC on April 2, 2007.
I.
Current report on Form 8-K, dated September 11, 2006 and filed with the SEC on September 12, 2006.
J.
Current report on Form 8-K, dated February 8, 2012 and filed with the SEC on February 10, 2012.
K.
Current report on Form 8-K, dated September 6, 2006 and filed with the SEC on September 7, 2006.
L.
Current report on Form 8-K/A dated September 6, 2006 and filed with the SEC on October 24, 2006.
M.
Current report on Form 8-K, dated March 27, 2008 and filed with the SEC on March 28, 2008.
N.
Quarterly report on Form 10-Q for the quarter ended September 30, 2009.
O.
Definitive proxy statement filed with the SEC on July 20, 2009 relating to the annual meeting of shareholders held on
August 27, 2009.
P.
Current report on Form 8-K, dated August 10, 2010 and filed with the SEC on August 13, 2010.
Q.
Current report on Form 8-K, dated January 19, 2011 and filed with the SEC on January 25, 2011.
R.
Current report on Form 8-K, dated August 16, 2011 and filed with the SEC on August 18, 2011.
S.
Current report on Form 8-K, dated November 4, 2011 and filed with the SEC on November 9, 2011.
47
T.
Annual report on Form 10-K, for the year ended December 31, 2011.
U
Current Report on Form 8-K, filed with the SEC on February 4, 2013
V.
Current Report on Form 8-K, filed with the SEC on March 8, 2013.
W.
Current Report on Form 8-K, filed with the SEC on May 15, 2013.
X.
Registration Statement on Form 8-A, filed with the SEC on May 24, 2013.
Y.
Current Report on Form 8-K, filed with the SEC on June 25, 2013
48
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
LADENBURG THALMANN FINANCIAL SERVICES INC.
(Registrant)
Dated: March 12, 2014
By:
/s/ Brett H. Kaufman
Name: Brett H. Kaufman
Title: Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
49
POWER OF ATTORNEY
The undersigned directors and officers of Ladenburg Thalmann Financial Services Inc. hereby constitute and appoint Brett H. Kaufman,
Richard J. Lampen and Mark Zeitchick, and each of them, with full power to act without the other and with full power of substitution and
resubstitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below, this
annual report on Form 10-K and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, and hereby ratify and confirm all that such attorneys-in-fact, or any of
them, or their substitutes shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on March 12, 2014.
Signatures
/s/ Richard J. Lampen
Richard J. Lampen
/s/ Brett H. Kaufman
Brett H. Kaufman
/s/ Henry C. Beinstein
Henry C. Beinstein
/s/ Phillip Frost, M.D.
Phillip Frost, M.D.
/s/ Brian S. Genson
Brian S. Genson
/s/ Saul Gilinski
Saul Gilinski
/s/ Dmitry Kolosov
Dmitry Kolosov
/s/ Dr. Richard M. Krasno
Dr. Richard M. Krasno
/s/ Howard M. Lorber
Howard M. Lorber
/s/ Jeffrey S. Podell
Jeffrey S. Podell
/s/ Richard J. Rosenstock
Richard J. Rosenstock
/s/ Jacqueline M. Simkin
Jacqueline M. Simkin
/s/ Mark Zeitchick
Mark Zeitchick
Title
President, Chief Executive Officer and Director
(Principal Executive Officer)
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
50
LADENBURG THALMANN FINANCIAL SERVICES INC.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013
ITEMS 8 and 15(a) (1) AND (2)
INDEX TO FINANCIAL STATEMENTS
Financial Statements of the Registrant and its subsidiaries required to be included in Items 8 and 15(a) (1) and (2) are listed below:
FINANCIAL STATEMENTS:
Ladenburg Thalmann Financial Services Inc. Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition as of December 31, 2013 and 2012
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2010
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2013, 2012
and 2011
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011
Notes to the Consolidated Financial Statements
Page
F-2
F-3
F-4
F-5
F-7
F-9
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Ladenburg Thalmann Financial Services Inc.
We have audited the accompanying consolidated balance sheets of Ladenburg Thalmann Financial Services, Inc., (the “Company”) as of
December 31, 2013 and 2012, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for each
of the years in the three-year period ended December 31, 2013. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the 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, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Ladenburg Thalmann Financial Services, Inc., as of December 31, 2013 and 2012, and the consolidated results of their operations and their
cash flows for each of the years in the three-year period ended December 31, 2013, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control-Integrated
Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 12, 2014
expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ EisnerAmper LLP
New York, New York
March 12, 2014
F-2
LADENBURG THALMANN FINANCIAL SERVICES INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(in thousands, except share and per share amounts)
December 31,
2013
2012
ASSETS
Cash and cash equivalents
Securities owned, at fair value
Receivables from clearing brokers
Receivables from other broker-dealers
Notes receivable from financial advisors, net
Other receivables, net
Fixed assets, net
Restricted assets
Intangible assets, net
Goodwill
Unamortized debt issue cost
Cash surrender value of life insurance
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Securities sold, but not yet purchased, at fair value
Accrued compensation
Commissions and fees payable
Accounts payable and accrued liabilities
Deferred rent
Deferred income taxes
Deferred compensation liability
Accrued interest
Notes payable, net of $1,618 and $7,120 unamortized discount in 2013 and 2012, respectively
Total liabilities
Commitments and contingencies (Note 13)
Shareholders’ equity:
Preferred stock, $.0001 par value; authorized 25,000,000 shares in 2013 and 2,000,000 shares in
2012: 8% Series A cumulative redeemable preferred stock; 8,290,000 shares authorized;
6,189,497 shares issued and outstanding in 2013 (liquidation preference $154,737)
Common stock, $.0001 par value; authorized 600,000,000 shares in 2013 and 400,000,000 shares
in 2012; shares issued and outstanding, 181,433,815 in 2013 and 183,478,872 in 2012
Additional paid-in capital
Accumulated deficit
Total shareholders’ equity of the Company
Noncontrolling interest
Total shareholders' equity
$
$
$
50,329 $
4,789
31,391
2,126
31,751
21,687
15,866
570
76,251
90,501
1,069
12,370
22,120
35,434
2,078
16,973
2,149
39,148
20,534
13,199
320
87,988
90,578
1,768
11,207
16,753
360,820 $
338,129
83 $
20,098
32,800
19,846
1,871
7,499
19,056
1,506
64,648
167,407
292
12,017
31,570
13,735
1,977
6,545
17,955
4,838
197,979
286,908
1
—
18
350,780
(157,438)
193,361
52
193,413
18
208,187
(156,984)
51,221
—
51,221
Total liabilities and shareholders' equity
$
360,820 $
338,129
See accompanying notes.
F-3
LADENBURG THALMANN FINANCIAL SERVICES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Revenues:
Commissions
Advisory fees
Investment banking
Principal transactions
Interest and dividends
Service fees and other income
Total revenues
Expenses:
Commissions and fees
Compensation and benefits
Non-cash compensation
Brokerage, communication and clearance fees
Rent and occupancy, net of sublease revenue
Professional services
Interest
Depreciation and amortization
Acquisition-related expense
Amortization of retention loans
Loss on extinguishment of debt
Other
Total expenses
Income (loss) before item shown below
Change in fair value of contingent consideration
Income (loss) before income taxes
Income tax expense (benefit)
Net (loss) income
Net loss attributable to noncontrolling interest
Net (loss) income attributable to the Company
Dividends declared on preferred stock
Net (loss) income available to common shareholders
Net (loss) income per share available to common shareholders (basic and
diluted)
Weighted average common shares used in computation of per share data:
Year Ended December 31,
2013
2012
2011
394,414 $
274,018
41,991
2,667
6,813
73,213
793,116
573,621
95,346
6,766
11,614
6,289
9,162
15,438
15,315
—
7,160
4,547
45,333
790,591
2,525
(121)
2,404
2,926
(522)
(68)
(454) $
(6,911)
326,132 $
233,672
29,278
(1,081)
4,773
57,337
650,111
477,104
80,151
4,744
9,939
6,600
8,347
24,541
16,061
—
7,346
—
37,281
672,114
(22,003)
7,111
(14,892)
1,462
(16,354)
—
(16,354)
—
139,549
87,865
27,514
(1,210)
1,026
18,856
273,600
182,462
52,043
4,014
7,692
3,813
4,223
6,543
5,632
2,971
1,634
—
14,875
285,902
(12,302)
—
(12,302)
(16,195)
3,893
—
3,893
—
(7,365) $
(16,354) $
3,893
(0.04) $
(0.09) $
0.02
$
$
$
$
Basic
Diluted
182,295,476
182,295,476
183,572,582
183,572,582
183,023,590
189,014,028
See accompanying notes.
F-4
LADENBURG THALMANN FINANCIAL SERVICES INC.
CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ EQUITY
(in thousands, except share amounts)
Preferred Stock
Common Stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Noncontrolling
Interest
Total
— $
— 183,496,492 $
18 $
191,424 $
(144,523) $
— $
46,919
—
—
58,884
—
83
—
—
83
—
—
—
—
626,298
132,500
—
—
473
126
—
—
—
473
126
—
—
—
—
688
—
—
688
—
—
—
—
—
—
—
(5,000)
—
(1,056,106)
—
—
—
—
—
—
—
—
3,266
60
—
—
(1,493)
—
9,428
—
—
3,893
—
—
—
—
—
3,266
60
(1,493)
9,428
3,893
— $
— 183,253,068 $
18 $
204,055 $
(140,630) $
— $
63,443
—
—
98,513
—
138
—
—
138
—
—
—
—
693,958
358,500
—
—
319
338
—
—
—
—
319
338
—
—
—
0
1,317
—
—
1,317
—
—
—
—
—
—
—
(12,500)
—
—
(912,667)
—
—
—
—
—
F-5
3,427
—
—
—
(1,407)
—
—
(16,354)
—
—
—
—
3,427
—
(1,407)
(16,354)
Balance, December 31,
2010
Issuance of common
stock under employee
stock purchase plan
Exercise of stock
options (net of
58,474 shares tendered
in payment of exercise
price)
Exercise of warrants
Stock options granted to
consultants and
independent financial
advisors
Stock-based
compensation to
employees
Cancellation of
restricted stock
Repurchase and
retirement of common
stock
Warrants issued to
lenders
Net income
Balance, December 31,
2011
Issuance of common
stock under employee
stock purchase plan
Exercise of stock
options (net of 187,542
shares tendered in
payment of exercise
price)
Exercise of warrants
Stock options granted to
consultants and
independent financial
advisors
Stock-based
compensation to
employees
Cancellation of
restricted stock
Repurchase and
retirement of common
stock
Net loss
Preferred Stock
Common Stock
Shares
Amount
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Noncontrolling
Interest
Total
— $
— 183,478,872 $
18 $
208,187 $
(156,984) $
— $
51,221
—
—
—
112,646
—
608,022
—
—
201
808
—
—
—
—
201
808
—
—
1,002,065
—
247
—
—
247
—
—
—
—
3,369
—
—
3,369
—
—
—
—
3,397
—
—
3,397
—
—
—
(3,767,790)
—
—
—
—
(6,446)
—
—
—
—
(6,446)
120
120
6,189,497
1
—
—
147,928
—
—
147,929
—
—
—
—
—
—
—
—
(6,911)
—
—
(454)
—
(68)
(6,911)
(522)
6,189,497 $
1 181,433,815 $
18 $
350,780 $
(157,438) $
52
$
193,413
Balance, December 31,
2012
Issuance of common
stock under employee
stock purchase plan
Exercise of stock
options
Exercise of warrants,
net of 224,601 shares
tendered in payment of
exercise price
Stock options granted to
consultants and
independent financial
advisors
Stock-based
compensation to
employees
Repurchase and
retirement of common
stock
Third party investment
in subsidiary
Preferred stock issued,
net of underwriting
discount and expenses
of $6,383
Preferred Stock
dividends declared and
paid
Net loss
Balance, December 31,
2013
See accompanying notes.
F-6
LADENBURG THALMANN FINANCIAL SERVICES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to
net cash provided by (used in) operating activities:
Change in fair value of contingent consideration
Adjustment to deferred rent
Amortization of intangible assets
Write-off of intangible asset
Depreciation and other amortization
Loss on extinguishment of debt
Amortization of debt discount
Amortization of debt issue cost
Amortization of retention loans
Deferred income taxes
Benefit attributable to reduction of goodwill
Non-cash interest expense on forgivable loan
Gain on forgiveness of accrued interest under forgivable loans
Gain on forgiveness of principal of note payable under forgivable loans
Non-cash compensation expense
Loss on write-off of furniture, fixtures and leasehold improvements, net
(Increase) decrease in operating assets:
Securities owned, at fair value
Receivables from clearing brokers
Receivables from other broker-dealers
Other receivables, net
Notes receivable from financial advisors, net
Cash surrender value of life insurance
Other assets
Increase (decrease) in operating liabilities:
Securities sold, but not yet purchased, at fair value
Accrued compensation
Accrued interest
Commissions and fees payable
Deferred compensation liability
Accounts payable and accrued liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Payment for business acquisition
Payment for Securities America acquisition, net of cash received
Purchases of fixed assets
Sale of fixed assets
Change in restricted assets
Other
Net cash used in investing activities
Cash flows from financing activities:
Issuance of Series A preferred stock
Issuance of common stock
Series A preferred stock dividends paid
Repurchases of common stock
Issuance of notes payable and warrants
Principal repayments on notes payable
Principal (repayments) borrowings under revolving credit facility, net
Year Ended December 31,
2013
2012
2011
$
(522) $
(16,354) $
3,893
121
(106)
11,594
143
3,676
4,547
1,219
435
7,160
954
77
132
(1,067)
(3,929)
6,766
430
(2,711)
(14,418)
23
(1,153)
237
(1,163)
(5,367)
(209)
8,081
(2,397)
1,230
1,101
5,990
20,874
—
—
(6,861)
88
(250)
—
(7,023)
147,929
1,256
(6,911)
(6,446)
1,709
(111,113)
(25,500)
(7,111)
(356)
11,683
—
4,378
—
1,993
478
7,346
877
71
1,258
(1,365)
(3,929)
4,744
7
(64)
1,426
(1,636)
(1,661)
(2,186)
954
(2,081)
214
1,518
1,680
5,679
(746)
831
7,648
(552)
0
(5,477)
—
—
99
(5,930)
—
795
—
(1,407)
—
(219)
2,950
—
(595)
4,060
—
1,572
—
39
642
1,634
(16,590)
84
423
(450)
(1,429)
4,014
—
669
(8,203)
851
(6,209)
(19,634)
924
25
58
653
2,964
912
(833)
(2,823)
(33,349)
—
(125,685)
(1,439)
—
50
—
(127,074)
—
682
—
(1,493)
175,700
5,600
(1,492)
Third party investment in subsidiary
Net cash provided by financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental cash flow information:
Interest paid
Taxes paid
Acquisition of Securities America:
Assets acquired
Liabilities assumed
Net assets acquired
Fair value of contingent earnout
Cash paid in acquisition
Cash acquired in acquisition
Net cash paid in acquisition
Acquisition of business:
Assets acquired
Liabilities assumed
Net assets acquired
Fair value of contingent earnout
Cash paid in acquisition
120
1,044
14,895
35,434
50,329 $
—
2,119
3,837
31,597
35,434 $
—
178,997
18,574
13,023
31,597
16,034 $
544
22,968 $
488 $
2,461
372
$
$
—
—
—
—
—
—
—
— $
—
—
—
— $
— $
—
—
—
—
—
— $
232,059
(74,948)
157,111
(7,111)
150,000
(24,315)
125,685
1,364
—
1,364
(812)
552
—
—
—
—
—
See accompanying notes.
F-7
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share and per share amounts)
1. Description of Business
Ladenburg Thalmann Financial Services Inc. (the “Company”or "LTS") is a holding company. Its principal operating subsidiaries are
Securities America, Inc. (collectively with related companies, ‘‘Securities America’’), Triad Advisors, Inc. (‘‘Triad’’), Investacorp, Inc.
(collectively with related companies, ‘‘Investacorp’’), Ladenburg Thalmann & Co. Inc. (‘‘Ladenburg’’), Ladenburg Thalmann Asset
Management Inc. (‘‘LTAM’’) and Premier Trust, Inc. (‘‘Premier Trust’’).
Securities America, Triad and Investacorp are registered broker-dealers and investment advisors that have been serving the independent
financial advisor community since 1984, 1998 and 1978, respectively. The independent financial advisors of Securities America, Triad and
Investacorp primarily serve retail clients. Securities America, Triad and Investacorp derive revenue from advisory fees and commissions,
primarily from the sale of mutual funds, variable annuity products and other financial products and services.
Ladenburg is a full service registered broker-dealer that has been a member of the New York Stock Exchange since 1879. Broker-dealer
activities include sales and trading and investment banking. Ladenburg provides its services principally to middle-market and emerging
growth companies and high net worth individuals through a coordinated effort among corporate finance, capital markets, brokerage and
trading professionals.
LTAM is a registered investment advisor. It offers various asset management products utilized by Ladenburg and Premier Trust’s clients,
as well as clients of Securities America’s, Triad's and Investacorp’s financial advisors.
Premier Trust, a Nevada trust company, provides wealth management services, including administration of personal trusts and retirement
accounts, estate and financial planning and custody services.
Securities America's, Triad's, Investacorp's and Ladenburg's customer transactions are cleared through clearing brokers on a fully-disclosed
basis and such entities are subject to regulation by, among others, the Securities and Exchange Commission (“SEC”), the Financial Industry
Regulatory Authority ("FINRA") and the Municipal Securities Rulemaking Board. Each of Securities America, Triad, Investacorp and
Ladenburg is a member of the Securities Investor Protection Corporation. Securities America is also subject to regulation by the
Commodities Futures Trading Commission and the National Futures Association. Premier Trust is subject to regulation by the Nevada
Department of Business and Industry Financial Institutions Division.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned, except for
one subsidiary organized in 2013, which is 80% owned, after elimination of all significant intercompany balances and transactions.
Use of Estimates
The preparation of these consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid financial instruments with an original maturity of three months or less to be cash equivalents.
Cash equivalents at December 31, 2013 and 2012 consist of money market funds which are carried at fair value of $19,631 and $8,882,
respectively. Fair value is based on quoted prices in active markets (Level 1).
F-8
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Revenue Recognition
Commissions revenue results from transactions in equity securities, mutual funds, variable and other financial products and services. Most
of the commission and advisory fee revenue generated by the Company's independent contractor financial advisors is paid to the advisors
as commissions and fees for initiating the transactions.
Commission revenue is generated from front-end sales commissions that occur at the point of sale, as well as trailing commissions. The
Company recognizes front-end sales commmission revenue and related clearing and other expenses on transactions introduced to its
clearing broker on a trade date basis. The Company also recognizes front-end sales commissions and related expenses on transactions
initiated directly between the financial advisors and product sponsors upon receipt of notification from sponsors of the commission earned.
Commission revenue also includes 12b-1 fees, and fixed and variable product trailing fees, collectively considered as trailing fees, which
are recurring in nature. These trailing fees are earned by the Company based on a percentage of the current market value of clients'
investment holding in trail eligible assets. Because trail commission revenues are generally paid in arrears, management estimates
commission revenues earned during each period. These estimates are based on a number of factors including investment holdings and the
applicable commission rate and the amount of trail commission revenue received in prior periods. Estimates are subsequently adjusted to
actual based on notification from the sponsors of trail commissions earned.
Advisory fee revenue represent fees charged by registered investment advisors to their clients based upon the value of advisory assets.
Advisory fees are recorded as earned. Since advisory fees are based on assets under management, significant changes in the fair value of
these assets will have an impact on the fees earned in future periods. The Company also earns incentive fees that are based upon the
performance of investment funds and accounts.
Investment banking revenue consists of underwriting revenue, strategic advisory revenue and private placement fees. Underwriting
revenues arise from securities offerings in which Ladenburg acts as an underwriter and include management fees, selling concessions and
underwriting fees, net of related syndicate expenses. Underwriting revenues are recorded at the time the underwriting is completed and the
income is reasonably determined. Strategic advisory revenue primarily consists of success fees on completed mergers and acquisitions
transactions, and retainer and periodic fees earned by advising buyers’ and sellers in transactions. Fees are also earned for related strategic
advisory work and other services such as providing fairness opinions and valuation analyses. Strategic advisory revenues are recorded
when the transactions or the services (or, if applicable, separate components thereof) to be performed are substantially complete, the fees are
determinable and collection is reasonably assured. Private placement fees, net of expenses, are recorded on the closing date of the
transaction.
Principal transactions revenue includes realized and unrealized net gains and losses resulting from investments in equity securities and
equity-linked warrants received from certain investment banking assignments.
Interest is recorded on an accrual basis and dividends are recorded on an ex-dividend date basis.
Service fees and other income principally includes amounts charged to independent financial advisors for processing of securities trades
and for providing administrative and compliance services and also includes marketing allowances earned from product sponsor programs.
All such amounts are recorded as earned.
Fixed Assets
Fixed assets are carried at cost net of accumulated depreciation and amortization. Depreciation is provided by the straight-line method over
the estimated useful lives of the related assets. Leasehold improvements are amortized on a straight-line basis over the lease term, or their
estimated useful lives, whichever is shorter.
Share-Based Compensation
The Company measures the cost of employee, officer and director services received in exchange for an award of equity instruments,
including stock options, based on the grant-date fair value of the award. The cost is recognized as compensation expense over the service
period, which would normally be the vesting period of the equity instruments.
F-9
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Compensation expense for share-based awards granted to independent contractors is measured at their vesting date fair value. The
compensation expense recognized each period is based on the awards' estimated value at the most recent reporting date.
Intangible Assets
Intangible assets are amortized over their estimated useful lives, generally on a straight-line basis. Intangible assets subject to amortization
are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The
Company assesses the recoverability of its intangible assets by determining whether the unamortized balance can be recovered over the
assets’ remaining life through undiscounted forecasted cash flows. If undiscounted forecasted cash flows indicate that the unamortized
amounts will not be recovered, an adjustment will be made to reduce such amounts to fair value determined based on forecasted future cash
flows discounted at a rate commensurate with the risk associated with achieving such cash flows. Future cash flows are based on trends of
historical performance and the Company’s estimate of future performance, giving consideration to existing and anticipated competitive and
economic conditions. See Note 7.
Goodwill
Goodwill, which was recorded in connection with acquisitions of subsidiaries (see Notes 3 and 8), is not subject to amortization and is
tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. The
impairment test consists of a comparison of the fair value of the reporting unit with its carrying amount. Fair value is typically based upon
forecasted future cash flows discounted at a rate commensurate with the risk involved or market based comparables. If the carrying amount
of the reporting unit exceeds its fair value then an analysis will be performed to compare the implied fair value of goodwill with the carrying
amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over the implied fair
value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. Accounting guidance
on the testing of goodwill for impairment allows entities the option of performing a qualitative assessment to determine the likelihood of
goodwill impairment and whether it is necessary to perform such two-step quantitative impairment test.
Recently Adopted Accounting Pronouncements
In July 2012, the FASB issued amendments to the indefinite-lived intangible asset impairment guidance which provides an option for
companies to use a qualitative approach to test indefinite-lived intangible assets for impairment if certain conditions are met. The
amendments are effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after
September 15, 2012 (early adoption was permitted). The Company adopted the amended accounting guidance effective as of January 1,
2013, which did not have any impact on the Company's 2013 financial statements.
3. Acquisitions
Securities America Acquisition
On November 4, 2011, the Company completed its acquisition from Ameriprise Financial, Inc. (“Ameriprise”) of the outstanding capital
stock of Securities America Financial Corporation (“SAFC”), which is a holding company and the sole owner of Securities America, Inc.
(“SAI”), Securities America Advisors, Inc. (“SAA”), and Brecek & Young Advisors, Inc. (“BYA”). SAI is a registered broker-dealer
which conducts securities brokerage services and markets insurance products nationally through a network of independent contractor
financial advisors. SAA and BYA are registered investment advisors which provide investment advisory services through a network of
independent contractor financial advisors. The acquisition was made to expand the Company’s presence in the independent broker-dealer
business.
The Company paid Ameriprise $150,000 in cash at closing and agreed to pay to Ameriprise, if earned, a cash earn-out over two years,
subject to a maximum of $70,000, calculated based on a percentage of the amount, if any, by which SAFC’s consolidated gross revenue
and cash spread, as defined, for the years ended December 31, 2012 and 2013 exceeded certain levels. No earn-out was earned for 2012 or
2013. The purchase price, together with related cash requirements, was financed through various loans (see Note 12).
F-10
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
The total acquisition date fair value of the consideration transferred (“Purchase Price”) was $157,111, which included $7,111 for the
estimated acquisition date fair value of the earn-out. Also, the stock purchase agreement provided for a purchase price adjustment based on
the working capital of Securities America at the date of acquisition. As of December 31, 2012, such adjustment was finalized and resulted
in the Company receiving an additional $99. Legal and other acquisition-related costs of approximately $2,971 were incurred and charged
to expense during 2011.
The acquisition date fair value of consideration transferred (the “purchase price”) was allocated to tangible and identifiable intangible assets
acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price
recorded as goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed:
Cash
Receivables
Identifiable intangible assets
Goodwill
Cash surrender value of life insurance
Other assets
Total assets acquired
Commissions and fees payable
Accounts payable and accrued liabilities
Deferred compensation liability
Deferred taxes payable, net
Deferred fees payable
Total liabilities assumed
Total purchase price
$
$
24,315
34,083
76,458
60,493 *
13,085
22,591
231,025
(15,714 )
(14,267 )
(19,534 )
(19,604 ) *
(4,894 )
(74,013 )
157,012
* During 2012, the Company reduced goodwill attributable to the Securities America acquisition by $935 to correct the overstatement
of the deferred tax liability originally recorded, and by $99 to reflect the working capital purchase price adjustment.
A deferred tax liability has been recorded for the excess of financial statement basis over tax basis of the acquired assets and assumed
liabilities with a corresponding increase to goodwill. Goodwill, most of which is non-deductible for income tax purposes, was assigned to
the Independent Brokerage and Advisory Services segment. Factors that contributed to a purchase price resulting in the recognition of
goodwill include Securities America’s strategic fit into the Company’s Independent Brokerage and Advisory Services segment and the
resulting synergies and economies of scale expected from the acquisition when combined with the Company’s other independent broker-
dealers and Ladenburg’s traditional investment banking, capital markets, institutional equity and related businesses.
Identifiable intangible assets as of the acquisition date consist of:
Technology
Relationships with independent contractor financial advisors
Trade names
Non-solicitation agreement
Total identifiable intangible assets
$
$
Useful Life (years)
7.7
9.2
7.2
2.2
20,996
43,188
12,267
7
76,458
Fair value amounts were determined using an income approach for relationships with advisors and trade names and a cost approach for
technology.
F-11
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
A liability of $7,111 was recognized based on the estimated acquisition date fair value of the potential earn-out. The liability was valued
using an income based approach based on discounting to present value the earn-out’s probability weighted expected payoff using four earn-
out scenarios for both earn-out periods. The fair value measurement of the earn-out is based on unobservable inputs (Level 3) and reflects
the Company’s own assumptions. The significant unobservable inputs used in the fair value measurement of the earn-out are: probability of
outcomes; projected revenues; and weighted average cost
of capital. Significant increases or decreases in any of these inputs in isolation would result in either a significantly lower or higher fair
value measurement.
In connection with the acquisition, the Company made loans and granted stock options to SAI’s financial advisors. The loans, which
aggregated $20,000, mature in four years and are ratably forgivable over the term of the loans provided the advisors meet certain production
requirements and remain affiliated with SAI. The stock options for 8,020,743 common shares have an exercise price of $1.68 and vest
ratably over a period of four years as long as the advisors remain affiliated with SAI. In addition, the Company granted to SAI employees
options for 920,000 common shares which have an exercise price of $1.68 and vest ratably over a period of four years.
The accompanying consolidated financial statements include the results of operations of Securities America from the date of acquisition.
The following unaudited pro forma information represents the Company’s consolidated results of operations as if the acquisition of
Securities America had occurred at the beginning of 2011. The pro forma net loss reflects amortization of the amounts ascribed to intangible
assets acquired in the acquisition, compensation related to forgivable loans and stock option grants to independent financial advisors
referred to above and interest expense on debt used to finance the acquisition and related cash requirements.
Year Ended
December 31, 2011
Total revenue
Net loss
Basic and diluted loss per share
Weighted average common shares
outstanding – basic and diluted
$
$
$
658,104
(45,133 )
(0.25 )
183,023,590
The unaudited pro forma financial information is not intended to represent or be indicative of the Company’s consolidated results of
operations that would have been reported had the acquisition been completed as of the beginning of 2011, nor should it be taken as
indicative of the Company’s future consolidated results of operations.
Revenues and net loss for Securities America for the period from November 5, 2011 to December 31, 2011 included in the accompanying
statements of operations were $57,090 and $4,533, respectively.
Other
In December 2012, Securities America purchased certain assets of a broker-dealer having independent financial advisors that was deemed
to be a business acquisition. The consideration for the transaction was $1,364, consisting of cash of $552 and contingent consideration
having a fair value of $812, for which a liability was recognized based on the estimated acquisition date fair value of the potential earn-out.
The liability was valued using an income based approach based on discounting to present value the earn-out’s probability weighted
expected payout using three earn-out scenarios. The fair value measurement of the earn-out which relates to a four-year period, is based on
unobservable inputs (Level 3) and reflects the Company’s own assumptions. Results of operations of the acquired broker-dealer are
included in the accompanying consolidated statements of operations from the date of acquisition and were not material. In addition, based
on materiality, pro forma results were not presented.
Set forth below are changes in the carrying value of contingent consideration included in accounts payable and accrued liabilities.
F-12
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Fair value of contingent consideration as of December 31, 2011
Change in fair value of contingent consideration
Fair value of contingent consideration in connection with 2012 acquisition
Fair value of contingent consideration as of December 31, 2012
Payments
Change in fair value of contingent consideration
Fair value of contingent consideration as of December 31, 2013
$
$
$
7,111
(7,111 )
812
812
(344 )
121
589
As a result of decreases in projected revenues based on actual revenues generated by Securities America for the year ended December 31,
2012, the estimated fair value of the earn-out decreased by $7,111, which is included in the results of operations in 2012. The estimated fair
value of the earn-out related to the acquisition made in 2013 increased $121, which is included in the results of operations for 2013.
4. Securities Owned and Securities Sold, But Not Yet Purchased
The components of securities owned and securities sold, but not yet purchased as of December 31, 2013 and 2012 were as follows:
December 31, 2013
Certificates of deposit
Debt securities
U.S. Treasury notes
Common stock and warrants
Restricted common stock and warrants
Other investments
Total
December 31, 2012
Certificates of deposit
Debt securities
U.S. Treasury notes
Common stock and warrants
Restricted common stock and warrants
Total
Securities Owned
Securities Sold,
But Not Yet Purchased
$
$
$
$
24 $
1,402
1
689
725
1,948
4,789 $
14 $
1,098
—
384
582
2,078 $
—
(46 )
—
(33 )
(4 )
—
(83 )
—
(123 )
(99 )
(70 )
—
(292 )
As of December 31, 2013 and December 31, 2012, approximately $4,014 and $1,787, respectively, of securities owned were deposited
with clearing brokers and may be sold or hypothecated by the clearing brokers pursuant to clearing agreements with such clearing brokers.
Securities sold, but not yet purchased, at fair value represents obligations of the Company’s subsidiaries to purchase the specified financial
instrument at the then current market price. Accordingly, these transactions result in off-balance-sheet risk as the Company’s subsidiaries’
ultimate obligation to repurchase such securities may exceed the amount recognized in the consolidated statements of financial condition.
F-13
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands, except share and per share amounts)
Authoritative accounting guidance defines fair value, establishes a framework for measuring fair value, and establishes a fair value
hierarchy which prioritizes the inputs to valuation techniques. Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the
transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal
market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach are used to
measure fair value.
The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities
carried at fair value are classified and disclosed in one of the following three categories:
• Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2 — Inputs other than quoted market prices that are observable, either directly or indirectly, and
reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the
asset or liability and are developed based on market data obtained from sources independent of the Company.
• Level 3 — Unobservable inputs which reflect the assumptions that the Company develops based on available
information about what market participants would use in valuing the asset or liability.
Securities are carried at fair value and classified as follows:
Securities owned, at fair value
Certificates of deposit
Debt securities
U.S. Treasury notes
Common stock and warrants
Other investments
Total
December 31, 2013
Level 1
Level 2
Level 3
Total
$
$
24 $
—
—
689
—
713 $
— $
1,402
1
725
1,948
4,076 $
— $
—
—
—
—
— $
24
1,402
1
1,414
1,948
4,789
Securities sold, but not yet purchased, at fair value
Level 1
Level 2
Level 3
Total
December 31, 2013
Debt securities
Common stock and warrants
Total
Securities owned, at fair value
Certificates of deposit
Debt securities
Common stock and warrants
Total
Securities sold, but not yet purchased, at fair value
Debt securities
U.S. Treasury notes
Common stock and warrants
Total
F-14
$
$
— $
(33)
(33) $
(46) $
(4)
(50) $
— $
—
— $
(46)
(37)
(83)
December 31, 2012
Level 1
Level 2
Level 3
Total
14 $
—
384
398 $
— $
1,098
582
1,680 $
— $
—
—
— $
14
1,098
966
2,078
December 31, 2012
Level 1
Level 2
Level 3
Total
— $
—
(70)
(70) $
(123) $
(99)
—
(222) $
— $
—
—
— $
(123)
(99)
(70)
(292)
$
$
$
$
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands, except share and per share amounts)
Debt securities and U.S. Treasury notes are valued based on recently executed transactions, market price quotations, and pricing models
that factor in, as applicable, interest rates and bond default risk spreads.
Warrants are carried at a discount to fair value as determined by using the Black-Scholes option pricing model due to illiquidity. This model
takes into account the underlying securities current market values, the underlying securities market volatility, the terms of the warrants,
exercise prices, and risk-free return rate. As of December 31, 2013 and December 31, 2012, the fair values of the warrants were $534 and
$160, respectively, and are included in common stock and warrants (level 2) above.
From time to time, Ladenburg receives common stock as compensation for investment banking services. These securities are restricted
under applicable securities laws and may be freely traded only upon the effectiveness of a registration statement covering them or upon the
satisfaction of the requirements of Rule 144, including the requisite holding period. Restricted common stock is classified as Level 2
securities.
Other investments consist principally of equity interests in Real Estate Investment Trusts, which are valued based on broker-dealer
quotations and pricing available from buyers in the secondary market (see Note 13 - Litigation and Regulatory Matters).
5. Net Capital Requirements
The Company’s broker-dealer subsidiaries are subject to the SEC’s Uniform Net Capital Rule 15c3-1, which requires the maintenance of
minimum net capital. Each of Securities America and Ladenburg has elected to compute its net capital under the alternative method allowed
by this rule. At December 31, 2013, Securities America had regulatory net capital of $10,968, which was $10,718 in excess of its required
net capital of $250. At December 31, 2013, Ladenburg had regulatory net capital of $12,573, which was $12,323 in excess of its required
net capital of $250.
Triad and Investacorp have elected to compute net capital using the traditional method under the SEC’s Uniform Net Capital Rule 15c3-1,
which requires the maintenance of minimum net capital and a ratio of aggregate indebtedness to net capital that may not exceed 15 to 1. At
December 31, 2013, Triad had net capital of $4,262, which was $3,147 in excess of its required net capital of $1,115. Triad’s net capital
ratio was 3.9 to 1. At December 31, 2013, Investacorp had net capital of $5,052, which was $4,713 in excess of its required net capital of
$339. Investacorp’s net capital ratio was 1.0 to 1.
Securities America, Triad, Investacorp and Ladenburg claim exemptions from the provisions of the SEC’s Rule 15c3-3 pursuant to
paragraph (k)(2)(ii) as they clear their customer transactions through correspondent brokers on a fully disclosed basis.
Premier Trust, chartered by the state of Nevada, is subject to regulation by the Nevada Department of Business and Industry Financial
Institutions Division. Under Nevada law, Premier Trust must maintain minimum stockholders’ equity of at least $1,000, including at least
$250 in cash. At December 31, 2013, Premier Trust had stockholders’ equity of $1,319, including at least $250 in cash.
6. Fixed Assets
Components of fixed assets, net included in the consolidated statements of financial condition were as follows:
F-15
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Cost:
Leasehold improvements
Computer equipment
Furniture and fixtures
Other
Less: accumulated depreciation and amortization
Total
7. Intangible Assets
December 31,
2013
2012
$
$
3,839 $
10,469
1,432
9,392
25,132
(9,266 )
15,866 $
4,763
10,009
1,658
7,446
23,876
(10,677)
13,199
At December 31, 2013 and 2012, intangible assets subject to amortization consisted of the following:
Technology
Relationships with financial advisors
Vendor relationships
Covenants not-to-compete
Customer accounts
Trade names
Relationships with investment banking clients
Leases
Referral agreement
Other
Total
Estimated
Useful Life
(years)
1 & 7.7
20, 10.2 &
9.2
7
5 & 2.2
10 & 6.9
10 & 7.2
4
6.4
6.6
6
December 31, 2013
December 31, 2012
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
$
21,422 $
6,359 $
21,422 $
Accumulated
Amortization
3,621
68,688
3,613
1,773
2,029
12,290
2,586
861
124
67
$
113,453 $
17,554
2,998
1,735
1,266
3,716
2,586
861
64
63
37,202 $
68,688
3,613
1,773
2,029
12,290
2,586
1,004
124
67
113,596 $
11,523
2,482
1,551
1,017
2,002
2,586
730
43
53
25,608
Aggregate amortization expense amounted to $11,594, $11,683 and $4,060 for the years ended December 31, 2013, 2012 and 2011,
respectively. In 2013, the Company wrote off $143 of the unamortized balance of a lease intangible. The weighted-average amortization
period for total amortizable intangibles at December 31, 2013 is 8.04 years. Estimated amortization expense for each of the five succeeding
years and thereafter is as follows:
F-16
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
2014
2015
2016
2017
2018
2019 – 2027
8. Goodwill
$
$
11,219
10,910
10,711
10,551
10,477
22,383
76,251
Changes to the carrying amount of goodwill during the years ended December 31, 2013 and 2012 are as follows:
Balance as of January 1, 2012
Benefit applied to reduce goodwill
Business acquisition
Adjustment related to allocation of Securities America purchase price
Reduction of purchase price for Securities America acquisition
Balance as of December 31, 2012
Benefit applied to reduce goodwill
Balance as of December 31, 2013
$
$
Ladenburg
$
Independent
Brokerage and
Advisory Services
90,860 $
(71)
522
(935)
(99)
90,277 $
(77)
90,200 $
Total
91,161
(71)
522
(935)
(99)
90,578
(77)
90,501
301 $
—
—
—
—
301 $
—
301 $
The annual impairment tests performed at December 31, 2013 and 2012, based on quantitative and qualitative assessments in 2013 and
quantitative assessments in 2012, did not indicate that the carrying value of goodwill had been impaired. However, changes in
circumstances or business conditions could result in an impairment of goodwill.
During 2012, the Company reduced goodwill by $935, to correct an overstatement of the deferred tax liability recorded upon acquisition of
Securities America, increased goodwill by $522 due to a business acquisition and reduced goodwill by $99 related to a working capital
purchase price adjustment for the Securities America acquisition. For 2013 and 2012 , the carrying amount of goodwill was reduced by $77
and $71, respectively, representing state tax benefit realized for the excess of tax deductible goodwill over goodwill recognized for
reporting purposes with respect to the Company’s subsidiaries.
9. Notes Receivable from Financial Advisors
From time to time, the Company’s broker-dealer subsidiaries may make loans to their financial advisors. These loans are primarily given to
newly recruited brokers to assist in the transition process. As described in Note 3, in connection with the Securities America acquisiton, the
Company made retention loans aggregating $20,000 to Securities America’s financial advisors. The notes receivable balance is comprised
of unsecured non-interest-bearing and interest-bearing loans (interest ranging up to 8.0%) to the financial advisors. These notes have
various schedules for repayment or forgiveness and mature at various dates through 2021. The notes are amortized over the forgiveness
period which generally ranges from 3 to 5 years. Receivables are continually evaluated for collectability and possible write-offs and an
allowance for doubtful accounts is provided where a loss is considered probable. As of December 31, 2013 and 2012, the allowance
amounted to $419 and $628, respectively.
The net carrying value of notes receivable, which are recorded at cost, as of December 31, 2013 and 2012 was $31,751 and $39,148,
respectively, which approximates fair value. Fair value is determined based on a valuation technique to convert future cash payments or
forgiveness transactions to a single discounted present value amount (Level 2 inputs).
10. Deferred Compensation Plan
Securities America has a deferred compensation plan which allowed certain members of management and qualified, financial advisors to
defer a portion of their compensation and commissions. Participants were able to elect various distribution options, but must be a plan
participant for five years before any distributions can be made. Securities America has purchased variable life insurance contracts with cash
surrender values that are designed to replicate the gains and losses of the deferred compensation liability and are held in a consolidated
Rabbi Trust. The cash surrender values of the life insurance contracts held in the Rabbi Trust are intended to informally fund a portion of
the deferred compensation liability. Securities America is the owner and beneficiary of these policies, for which the aggregated cash
surrender value totaled $12,370 and $11,207 as of December 31, 2013 and 2012, respectively. The deferred compensation liability of
$19,056 and $17,955 as of December 31, 2013 and 2012, respectively, reflects the current value of the deferred compensation benefits,
which is subject to change
F-17
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
with market value fluctuations. The deferred compensation liability is equal to the theorized value of the underlying employee investment
fund elections in the plan. Changes in the value of the assets or liabilities are recognized in the consolidated statements of operations.
11. Income Taxes
The Company files a consolidated federal income tax return and certain combined state and local income tax returns with its subsidiaries.
The Company is on a tax year ending December 31st.
Income taxes consist of the following:
2013:
Current
Deferred
Benefit applied to reduce goodwill
2012:
Current
Deferred
Benefit applied to reduce goodwill
2011:
Current
Deferred
Benefit applied to reduce goodwill
Federal
State and
Local
Total
$
$
$
$
$
403 $
731
—
1,134 $
— $
527
—
527 $
— $
(14,066)
—
$ (14,066) $
1,492 $
223
77
1,792 $
514 $
350
71
935 $
1,895
954
77
2,926
514
877
71
1,462
311 $
(2,524)
84
(2,129) $
311
(16,590)
84
(16,195)
The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income
tax rate (34%) to pre-tax income (loss) as a result of the following differences:
Income (loss) before income taxes
Expense (benefit) under statutory U.S. tax rates
Increase (decrease) in taxes resulting from:
Increase (decrease) in valuation allowance
Change in fair value of contingent consideration, not taxable
Other nondeductible items
State taxes, net of federal benefit
Other, net
Income tax expense (benefit)
2013
2,404 $
817
(272)
41
1,085
1,183
72
2,926 $
$
$
2011
2012
(14,892) $ (12,302)
(4,183)
(5,063)
8,500
(2,844)
346
340
183
(12,600)
—
129
206
253
1,462 $ (16,195)
The Company accounts for income taxes under the asset and liability method, which requires the recognition of tax benefits or expense on
the temporary differences between the tax basis and financial statement basis of its assets and liabilities as well as tax loss carryforwards.
Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those
differences are expected to be recovered or settled.
Deferred tax amounts are comprised of the following at December 31:
F-18
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Deferred tax assets (liabilities):
Net operating loss carryforwards
AMT credit carryforward
Accrued expenses
Compensation and benefits
Deferred compensation liability
Fixed assets
Other
Unrealized gain
Intangibles
Goodwill
Valuation allowance
Net deferred taxes
2013
2012
$
$
28,806 $
706
3,380
15,167
7,299
(41)
—
649
(20,496)
(6,578)
28,892
(36,391)
(7,499) $
35,241 *
303
1,697
12,934
6,877
384 *
18
936
(22,807) *
(5,465)
30,118 *
(36,663) *
(6,545)
*Includes increases in both deferred tax assets and valuation allowance of $2,656 from amounts previously reported related to
fixed assets. In addition, includes adjustments of $2,378 to the net operating loss carryforwards and intangibles.
As discussed in Note 3, a net deferred tax liability of $19,604, as corrected, was recorded on the acquisition of Securities America for the
excess financial statement basis over tax basis of the acquired assets and assumed liabilities.
As Securities America will be included in the Company’s consolidated federal and certain combined state and local income tax returns,
deferred federal and a substantial portion of deferred state and local tax liabilities assumed in the acquisition are able to offset the reversal of
the Company’s pre-existing deferred tax assets. Accordingly, the Company’s deferred tax valuation allowance has been reduced to the
extent of $18,329 of the deferred tax liability recorded in the acquisition and recorded as a deferred tax benefit in the accompanying
statements of operations for the year ended December 31, 2011.
Realization of deferred tax assets is dependent on the existence of sufficient taxable income within the carryforward period, including
future reversals of taxable temporary differences. The taxable temporary difference related to goodwill, which is amortized for tax
purposes, will reverse when goodwill is disposed of or impaired. Because such period is not determinable and, based on available
evidence, management was unable to determine that realization of the deferred tax assets was more likely than not, management has
provided a valuation allowance at December 31, 2013 and 2012 to fully offset the deferred tax assets.
At December 31, 2013, the Company and its subsidiaries had a consolidated net operating loss carryforward of approximately $80,000 for
federal income tax purposes expiring in various years from 2021 through 2032. The annual utilization of the net operating loss
carryforwards may be limited in future years due to the change in ownership provisions prescribed by Section 382 of the U.S. Internal
Revenue Code. Goodwill for tax purposes recognized in connection with the acquisition of Triad by the Company, all of which is tax
deductible, exceeded the amount of goodwill recognized in the financial statements. Authoritative accounting guidance in effect when the
acquisition was consummated requires the tax benefit for the excess goodwill to be recognized when realized and applied first to reduce
goodwill and thereafter reduce non-current intangible assets with the remaining benefit recognized as a reduction of income tax expense.
The federal net operating loss carryforward at December 31, 2013 includes $1,953 applicable to amortization of excess tax goodwill. Upon
utilization of the carryforward the related tax benefit will be applied to reduce goodwill. The Company applied the “more-likely-than-not”
recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of
December 31, 2013.
The Company has elected to classify interest and penalties that would accrue according to the provisions of relevant tax law as interest and
other expense, respectively.
F-19
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
The Company’s tax years 2011 through 2013 remain open to examination by most taxing authorities. Further, tax years in which the
Company generated net operating loss carryforwards are subject to examination only with respect to such net operating loss carryforwards
upon utilization in future years.
Securities America was included in consolidated federal and state income tax returns filed by Ameriprise. Accordingly, Securities America
is jointly, with other members of the consolidated group, and severally liable for any additional taxes that may be assessed against the
group. In connection with the acquisition, Ameriprise has agreed to indemnify the Company for any such assessments imposed on any
members of the group other than Securities America.
Ameriprise has disclosed that the IRS is currently auditing its U.S. income tax returns for 2008 through 2011 and further that certain of its
subsidiaries’ state income tax returns are currently under examination by various jurisdictions for years ranging from 1997 through 2011.
12. Notes
Payable
Notes payable consisted of the following:
Note payable under revolving credit agreement with principal shareholder
Notes payable to clearing firm under forgivable loans
Note payable to a subsidiary of Premier Trust’s former shareholder
Notes payable to finance Securities America acquisition, net of $1,618 and $7,120 of
unamortized discount in 2013 and 2012, respectively
Note payable under term loan with bank
Total
December 31,
2013
December 31,
2012
$
$
—
14,285
450
48,232
1,681
64,648
$
$
25,500
18,214
685
153,580
—
197,979
The Company estimates that the fair value of notes payable was $68,908 at December 31, 2013 and $187,385 at December 31, 2012 based
on then current interest rates at which similar amounts of debt could currently be borrowed (Level 2 inputs). As of December 31, 2013, the
Company was in compliance with all debt covenants in its debt agreements.
Revolving Credit Agreement
On October 19, 2007, in connection with the Investacorp acquisition, the Company entered into a $30,000 revolving credit agreement with
Frost Gamma Investments Trust (“Frost Gamma”), an affiliate of the Company’s chairman of the board and principal shareholder, and
borrowed $30,000. Borrowings under the Frost Gamma credit agreement bear interest at a rate of 11% per annum, payable quarterly. Frost
Gamma received a one-time funding fee of $150. On August 25, 2009, the revolving credit agreement was amended to extend the maturity
date to August 25, 2016. In connection with the Securities America acquisition, on August 16, 2011, the Company entered into a second
amendment to the revolving credit agreement, under which available borrowings were increased by $10,000 to an aggregate of $40,000. In
2013, the Company used a portion of the net proceeds from the sale of Series A Preferred Stock to repay the outstanding balance
(approximately $39,300) under the revolving credit agreement. At December 31, 2013, the Company had no outstanding balance under the
revolving credit agreement.
The note issued under the credit agreement contains customary events of default, which, if uncured, entitle the holder to accelerate the due
date of the unpaid principal amount of, and all accrued and unpaid interest on, such note. Under the revolving credit agreement, Frost
Gamma received a warrant to purchase 2,000,000 shares of LTS common stock. The warrant is exercisable at any time during its ten-year
term at an exercise price of $1.91 per share, the closing price of the Company’s common stock on the Investacorp acquisition date. The
warrant, which is classified as debt issue cost, was valued at $3,200 based on the Black-Scholes option pricing model, and is being
amortized under the straight-line method over the remaining term of the revolving credit agreement. The Company may repay outstanding
amounts at any time prior to the maturity date of August 25, 2016, without penalty, and may re-borrow up to the full amount of the
agreement.
F-20
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands, except share and per share amounts)
NFS Forgivable Loans
On November 4, 2011, the primary clearing firm of the Company's subsidiaries, National Financial Services LLC (“NFS”), a Fidelity
Investments® company, provided the Company with a seven-year, $15,000 forgivable loan. The Company used the forgivable loan
proceeds to fund expenses related to the Securities America acquisition. Interest on the loan accrues at the average annual Federal Funds
effective rate plus 6% per annum, subject to the maximum rate of 11% per annum (6.8% at December 31, 2013). If Securities America
meets certain annual clearing revenue targets set forth in the loan agreement, the principal balance of the loan will be forgiven in seven equal
yearly installments of $2,143 through November 2018. Interest payments due with respect to each such year will also be forgiven if the
annual clearing revenue targets are met. Any principal amounts not forgiven will be due in November 2018, and any interest payments not
forgiven are due annually. If during the loan term any principal amount is not forgiven, the Company may have such principal forgiven in
future years if Securities America exceeds subsequent annual clearing revenue targets. In 2013, principal and interest of $2,143 and $787,
respectively, were forgiven. Upon meeting annual revenue targets, principal and interest of $2,143 and $919 respectively, in 2012, were
forgiven and included in other income.
In connection with the entering into the new forgivable loan, Securities America and the Company’s other broker-dealer subsidiaries
amended their clearing agreements with NFS to, among other things, extend the term of those agreements through November 2018. Also,
the Company and NFS amended the terms of the 2009 forgivable loan made by NFS to the Company such that the remaining principal
balance of $7,143 and the related accrued interest will be forgiven, subject to the terms and conditions of the loan, in four equal annual
installments commencing in November 2012 without the Company being required to satisfy the annual clearing revenue targets previously
established. Interest on the 2009 loan accrues at the prime rate plus 2% (5.25% at December 31, 2013). Upon meeting annual revenue
targets, principal and interest, respectively, of $1,786 and $280 in 2013, $1,786 and $446 in 2012 and $1,429 and $450 in 2011, were
forgiven and included in other income.
The Company has expensed, and will continue to expense, interest under the loan agreements prior to forgiveness.
The forgivable loan agreements contain covenants, including limitations on the incurrence of additional indebtedness, maintenance of
minimum adjusted shareholders’ equity levels and a prohibition on the termination of the Company’s $40,000 revolving credit agreement
prior to its current maturity. Upon the occurrence of an event of default, the outstanding principal and interest under the loan agreements
may be accelerated and become due and payable. If the clearing agreements are terminated prior to the loan maturity date, all amounts then
outstanding must be repaid on demand. The loan agreements are secured by the Company’s, but not its subsidiaries’, deposits and accounts
held at NFS or its affiliates, which amounted to $3,276 at December 31, 2013.
Premier Trust Note
On September 1, 2010, as part of the consideration paid for Premier Trust, the Company issued a four-year, non-negotiable promissory
note in the aggregate principal amount of $1,161 to a subsidiary of Premier Trust’s former shareholder. The note bears interest at 6.5% per
annum and is payable in 15 equal quarterly installments.
Securities America Notes
On November 4, 2011 (the “Closing Date”), in connection with the Securities America acquisition, the Company entered into a loan
agreement with various lenders (the “Lenders”), under which the Lenders provided a loan to the Company in an aggregate principal amount
of $160,700 (the "November 2011 Loan"), a portion of which was used to fund the cash purchase price payable on the Closing Date.
Interest on the November 2011 Loan is payable quarterly at 11% per annum. The Company may elect to pay interest in kind with the
consent of certain Lenders. The remaining balance of the loan, together with accrued and unpaid interest thereon, is due on November 4,
2016. The Company may voluntarily repay the loan at any time without premium or penalty. The notes issued under the loan rank senior in
right of payment to all of the Company's indebtedness incurred after the Closing Date and will rank at least equal in right of payment with
the claims of all of the Company's existing unsecured and unsubordinated creditors. Also, so long as amounts remain outstanding and
unpaid under such notes, the Company may not, without the consent of the Lenders, create, incur or suffer to exist any indebtedness for
borrowed money (other than existing indebtedness as the same may be amended or extended, or trade payables incurred in the ordinary
course of business) that is not subordinated in all respects to the indebtedness under such notes. The notes contain customary events of
default, which, if uncured, permit the Lenders to accelerate the maturity date
F-21
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands, except share and per share amounts)
of the loan. On the Closing Date, the Company paid a one-time aggregate funding fee of $804 to the Lenders and issued warrants to
purchase an aggregate of 10,713,332 shares of the Company's common stock. The Warrants are exercisable at any time prior to their
expiration on November 4, 2016 at $1.68 per share, which was the closing price of the Company’s common stock on the Closing Date.
The Warrants may be exercised in cash, by net exercise or pursuant to a Lender’s surrender of all or a portion of the principal amount of
such Lender’s note.
The warrants were valued at $9,428 utilizing the Black-Scholes option pricing model using the following inputs:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
—%
62.19%
0.88%
5
The value of the warrants were credited to Additional Paid-in Capital with a corresponding reduction in the carrying value of the notes as
debt discount, which is being amortized over the term of the notes by the interest method.
The lenders under the November 2011 Loan included Frost Nevada Investments Trust ("Frost Nevada"), an affiliate of the Company's
chairman of the board and principal shareholder, Vector Group, Ltd. ("Vector Group"), a principal shareholder of the Company, and the
Company's president and chief executive officer and a director. The principal amounts loaned by Frost Nevada, Vector Group and the
Company's president and chief executive officer were $135,000, $15,000 and $200, respectively.
The Company used the net proceeds from the sale of Series A Preferred Stock in the year ended December 31, 2013 (see Note 15) to
prepay $110,850 principal amount of the $160,700 aggregate principal amount of the November 2011 Loan. In connection with the
prepayment, the Company recorded a loss on extinguishment of debt for the year ended December 31, 2013 of $4,547, which included
unamortized discounts and write-off of debt issue costs.
Bank Term Loan
On November 6, 2013, our subsidiary, Securities America Financial Corporation, which is the parent of Securities America, entered into a
loan agreement with a third-party financial institution for a term loan in the aggregate principal amount of approximately $1,709. The term
loan bears interest at 5.5%, has a 54-month term and is collateralized by Securities America’s non-forgivable financial advisor note
portfolio. Pursuant to this loan agreement, up to $1,500 aggregate principal amount of additional loans is available, subject to certain
conditions. Any additional loans would bear interest at 5.5% per annum. At December 31, 2013, $1,681 was outstanding under this loan.
The loan agreement contain certain affirmative and negative covenants, including covenants regarding Securities America’s client asset
levels and number of financial advisors.
13. Commitments and Contingencies
Operating Leases
The Company and certain of its subsidiaries are obligated under several non-cancelable lease agreements for office space, expiring in
various years through April 2018. Certain leases have provisions for escalation based on specified increases in costs incurred by the
landlord. The Company is a sublessor to third parties for a portion of its office space as described below. The subleases expire at various
dates through February 2016. As of December 31, 2013, minimum lease payments (net of lease abatement and exclusive of escalation
charges) and sublease rentals are as follows:
F-22
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Year Ending December 31,
2014
2015
2016
2017
2018
Total
$
$
Lease Commitments
Sublease Rentals
Net
10,050 $
7,412
4,851
3,927
457
26,697 $
4,845 $
2,033
4
—
—
6,882 $
5,205
5,379
4,847
3,927
457
19,815
Deferred rent of $1,871 and $1,977 at December 31, 2013 and 2012, respectively, represents lease incentives related to the value of
landlord financed improvements together with the difference between rent payable calculated over the life of the leases on a straight-line
basis (net of lease incentives), and rent payable on a cash basis.
Litigation and Regulatory Matters
In October 2011, a suit was filed in the U.S. District Court for the District of Delaware by James Zazzali, as Trustee for the DBSI Private
Actions Trust, against 50 firms, including two of our subsidiaries, and their purported parent corporations, alleging liability for purported
fraud in the marketing and sale of DBSI securities. The plaintiff has alleged, among other things, that the defendants failed to conduct
adequate due diligence and violated securities laws. The plaintiff seeks an unspecified amount of compensatory damages as well as other
relief. Defendants' motions to dismiss the complaint are currently pending. The Company believes the claims are without merit and intends
to vigorously defend against them.
In December 2011, a purported class action suit was filed in the U.S. District Court for the Southern District of Florida against
FriendFinder Networks, Inc. (“FriendFinder”), various individuals, Ladenburg and another broker-dealer as underwriters for the May 11,
2011 FriendFinder initial public offering. On June 20, 2013, the plaintiffs filed their second amended complaint, alleging that the
defendants, including Ladenburg, are liable for violations of federal securities laws. The amended complaint does not specify the amount of
damages sought. In September 2013, FriendFinder filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in federal
bankruptcy court in Delaware and in December 2013, the bankruptcy court confirmed the FriendFinder plan of reorganization. As a result,
the plaintiffs are precluded from pursuing their claims against FriendFinder. The remaining defendants' motions to dismiss the second
amended complaint are currently pending. The Company believes that the claims are without merit and intends to vigorously defend against
them.
In December 2012, a purported class action suit was filed in the Superior Court of California for San Mateo County against Worldwide
Energy & Manufacturing, Inc. (“WEMU”), certain individuals, and Ladenburg as placement agent for a 2010 offering of WEMU
securities. The complaint alleges that the defendants, including Ladenburg, are liable for violations of state securities laws, and does not
specify the amount of damages sought. On January 27, 2014, the parties entered into a memorandum of understanding that, once
memorialized in a settlement agreement and if approved by the court, will resolve all claims in the complaint. The amount expected to be
paid by Ladenburg in settlement has been accrued at December 31, 2013.
During the fourth quarter of 2009, Triad had a short-term net-capital deficiency, discovered during a routine regulatory review, which was
not disclosed properly on a monthly FOCUS report. Following investigation of the matter, Triad implemented corrective actions with
respect to the net capital issue, as well as other issues that arose during the course of the investigation. These corrective actions included
reporting the deficiency to governmental and self-regulatory organizations, filing amended FOCUS reports for historical periods,
implementing new procedures to monitor net capital compliance, and terminating the employees who had primary responsibility for
monitoring and reporting its net capital. Moreover, FINRA's review included Triad’s supervisory system and written supervisory
procedures for subsequent periods, especially as they concern correspondence review, internal inspections, consolidated report disclosures,
supervisory controls and protection of consumer personal and financial information. FINRA noted misconduct relating to two former
registered representatives’ use of consolidated reports. In March 2014, Triad entered into a settlement with FINRA under which Triad
agreed to a censure, a $650 fine, $375 in restitution to customers, and other relief. These amounts were accrued at December 31, 2013.
F-23
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
On May 22, 2013, the Massachusetts Securities Division issued a consent order with Securities America relating to its investigation into
sales of non-traded REIT securities, prior to the date of the Company’s acquisition of Securities America, to clients in amounts that
exceeded concentration thresholds proscribed in Massachusetts securities laws. Pursuant to the consent order, Securities America offered
rescission to its Massachusetts clients whose purchases of non-traded REIT securities were allegedly in violation of Massachusetts
securities laws, paid a monetary fine, and agreed to certain other relief. A total of 63 clients have exercised rescission rights; total payments
to those clients are $3,755. Values in the re-sale market for the tendered securities may fluctuate. The loss, after giving effect to the
estimated fair value of the tendered securities, and estimated recoveries from financial advisors, has been recorded in 2013.
In connection with a 2010 examination of a Securities America branch office, FINRA reviewed supervisory procedures surrounding the
use of certain consolidated reports at Securities America. In March 2014, Securities America resolved the matter with FINRA by agreeing
to a censure and a $625 fine. This amount was accrued at December 31, 2013.
In April 2013, a former client of Securities America filed an arbitration claim against Securities America concerning the suitability of
investments in three tenant-in-common interests purchased through Section 1031 tax-deferred exchanges; the claimant seeks compensatory
damages equal to the purported total investment loss of approximately $2,164 and other relief. The Company believes the claims are
without merit and intends to vigorously defend against them.
During the period from June to November 2013, six former clients of Triad filed arbitration claims concerning the suitability of investments
in tenant-in-common interests purchased through Section 1031 tax-deferred exchanges. The claimants seek compensatory damages equal to
the purported total investment losses totaling $5,109, and other relief. The Company believes the claims are without merit and intends to
vigorously defend against them.
Commencing in October 2013, the Pennsylvania Department of Banking and Securities requested that Securities America provide
information concerning purchases of non-traded REIT securities by Pennsylvania residents since 2007. Securities America is complying
with the requests. The Company is unable to determine whether and to what extent the Department may seek to discipline Securities
America or the scope of any potential liability.
In January 2014, a client of a former Securities America representative requested that the arbitration panel add two Securities America
affiliates to an arbitration claim concerning the suitability of a $15,000 life insurance policy, not sold through Securities America or its
affiliates. The claim seeks $3,000 in compensatory damages, and other relief. The Company believes the claims are without merit and
intends to vigorously defend against them.
In the ordinary course of business, in addition to the above disclosed matters, the Company's subsidiaries are defendants in other litigation
and arbitration proceedings and may be subject to unasserted claims primarily in connection with their activities as securities broker-dealers
or as a result of services provided in connection with securities offerings. Such litigation and claims may involve substantial or
indeterminate amounts and are in varying stages of legal proceedings. When the Company believes that it is probable that a liability has
been incurred and the amount of loss, after giving effect to expected insurance recovery, can be reasonably estimated, the Company accrues
such amount. Upon final resolution, amounts payable may differ materially from amounts accrued. The Company had accrued liabilities in
the amount of approximately $3,291 at December 31, 2013 and $27 at December 31, 2012 for certain pending matters, which are included
in accounts payable and accrued liabilities. During 2013, the Company charged $2,746 to operations with respect to such matters. For other
pending matters, the Company is unable to estimate a range of possible loss; however, in the opinion of management, after consultation
with counsel, the ultimate resolution of these matters should not have a material adverse effect on the Company's consolidated financial
position, results of operations or liquidity.
F-24
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands, except share and per share amounts)
14. Off-Balance-Sheet Risk and Concentration of Credit Risk
Securities America, Triad, Investacorp and Ladenburg do not carry accounts for customers or perform custodial functions related to
customers’ securities. They introduce all of their customer transactions, which are not reflected in these financial statements, to clearing
brokers, which maintain cash and the customers’ accounts and clear such transactions. Also, the clearing brokers provide the clearing and
depository operations for proprietary securities transactions. These activities create exposure to off-balance-sheet risk in the event that
customers do not fulfill their obligations to the clearing brokers, as each of Securities America, Triad, Investacorp and Ladenburg has
agreed to indemnify such clearing brokers for any resulting losses. Each of Securities America, Triad, Investacorp and Ladenburg
continually assesses risk associated with each customer who is on margin credit and records an estimated loss when management believes
collection from the customer is unlikely.
The clearing operations for the Securities America, Triad, Investacorp and Ladenburg securities transactions are provided by two clearing
brokers, which are large financial institutions. At December 31, 2013 and December 31, 2012, amounts due from these clearing brokers
were $31,391 and $16,973, respectively, which represents a substantial concentration of credit risk should these clearing brokers be unable
to fulfill their obligations.
In the normal course of business, Securities America, Triad, Investacorp and Ladenburg may enter into transactions in financial instruments
with off-balance sheet risk. As of December 31, 2013 and December 31, 2012, Securities America, Triad and Ladenburg sold securities
that they do not own and will therefore be obligated to purchase such securities at a future date. These obligations have been recorded in the
statements of financial condition at the market values of the related
securities, and such entities will incur a loss if, at the time of purchase, the market value of the securities has increased since the applicable
date of sale.
The Company and its subsidiaries maintain cash in bank deposit accounts, which, at times, may exceed federally insured limits. The
Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
15. Shareholders’ Equity
Repurchase Program
In March 2007, the Company’s board of directors authorized the repurchase of up to 2,500,000 shares of the Company’s common stock
from time to time on the open market or in privately negotiated transactions, depending on market conditions. In October 2011, the board
approved an amendment to the repurchase program to permit the purchase of up to an additional 5,000,000 shares. Since inception through
December 31, 2013, 3,749,757 shares of common stock have been repurchased for $6,089 under the program, including 767,790 shares
repurchased for $1,436 in 2013. On August 15, 2013, the Company purchased 3,000,000 shares of its common stock at a price of $1.67
per share, or a total cost of $5,010, in a privately-negotiated transaction, which was not made pursuant to its stock repurchase program.
Warrants
As of December 31, 2013, outstanding warrants to acquire the Company’s common stock were as follows:
$
Expiration Date
2016
2016
2016
2016
2017
Exercise Price
Number of Shares
0.94
0.96
0.68
1.68
1.91
1,249,000
400,000
1,533,334
10,713,332
2,000,000
15,895,666
In connection with the Securities America acquisition, in November 2011, the Company issued to the Lenders five-year warrants to
purchase 10,713,332 shares of common stock at $1.68 per share (see Note 12).
F-25
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
In 2013, warrants were exercised to purchase 1,002,065 shares of the Company's common stock, net of 224,601 shares tendered in
payment of the exercise price. The intrinsic value on the date of exercise was $2,526.
Capital Stock
On May 9, 2013, the Company's shareholders approved an amendment to the Company's Articles of Incorporation to increase the number
of shares of preferred stock authorized from 2,000,000 to 25,000,000 and to increase the number of shares of common stock authorized
from 400,000,000 to 600,000,000.
On May 21, 2013, the Company filed Articles of Amendment with the Department of State of the State of Florida to designate 5,290,000
shares of the Company's authorized preferred stock, par value $0.0001 per share, as shares of Series A Cumulative Redeemable Preferred
Stock (the “Series A Preferred Stock”) with the powers, designations, preferences and other rights as set forth therein (the “Articles of
Amendment”). The Articles of Amendment became effective on May 24, 2013. In addition, on June 24, 2013, the Company filed a further
amendment to designate an additional 3,000,000 preferred shares as Series A Preferred Stock.
The Articles of Amendment provide that the Company will pay monthly cumulative dividends on the Series A Preferred Stock, in arrears,
on the 28th day of each month (provided that if any dividend payment date is not a business day, then the dividend which would otherwise
have been payable on that dividend payment date may be paid on the next succeeding business day without adjustment in the amount of the
dividend) from, and including, the date of original issuance of the Series A Preferred Stock at 8.00% of the $25.00 per share liquidation
preference per annum (equivalent to $2.00 per annum per share). The Articles of Amendment further provide that dividends will be payable
to holders of record as they appear in the stock records of the Company for the Series A Preferred Stock at the close of business on the
applicable record date, which shall be the 15th day of each month, whether or not a business day, in which the applicable dividend payment
date falls.
The Series A Preferred Stock will not be redeemable before May 24, 2018, except upon the occurrence of a Change of Control (as defined
in the Articles of Amendment). On or after May 24, 2018, the Company may, at its option, redeem any or all of the shares of the Series A
Preferred Stock at $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. Also, upon the
occurrence of a Change of Control, the Company may, at its option, redeem any or all of the shares of Series A Preferred Stock within 120
days after the first date on which such Change of Control occurred at $25.00 per share plus any accumulated and unpaid dividends to, but
not including, the redemption date. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory
redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company's
common stock in connection with a Change of Control by the holders of Series A Preferred Stock.
Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (subject to the Company's election
to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined
in the Articles of Amendment)) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control
Conversion Date into a number of shares of the Company's common stock per share of Series A Preferred Stock determined by formula, in
each case, on the terms and subject to the conditions described in the Articles of Amendment, including provisions for the receipt, under
specified circumstances, of alternative consideration as described in the Articles of Amendment.
Except under limited circumstances, holders of the Series A Preferred Stock generally do not have any voting rights.
On May 24, 2013, the Company completed a public offering of 4,600,000 shares of Series A Preferred Stock for gross proceeeds of
$115,000. On May 31, 2013, the Company completed the offering of an additional 690,000 shares of Series A Preferred Stock pursuant to
the full exercise of the over-allotment option granted to the underwriters in connection with the offering. The exercise of the option, which
resulted in additional gross proceeds of $17,250, brought the total gross proceeds from the offering to $132,250, before deducting the
underwriting discount paid to unaffiliated underwriters and offering expenses aggregating $5,972,
including $2,603 of brokerage
commissions earned by employees of Ladenburg, which served as an underwriter in the offering.
F-26
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
On June 24, 2013, the Company entered into an Equity Distribution Agreement under which it may sell up to an aggregate of 3,000,000
shares of its Series A Preferred Stock from time to time in an “at the market” offering under Rule 415 under the Securities Act of 1933.
During the year ended December 31, 2013, the Company sold 899,497 shares of Series A Preferred Stock pursuant to the "at the market"
offering, with total gross proceeds of $22,062, before deducting the commission paid to unaffiliated sales agents and offering expenses
aggregating $411.
From January 1, 2014 through March 7, 2014, the Company sold an additional 469,716 shares of Series A Preferred Stock, which
provided net proceeds of $10,601.
Dividends of $6,911 were paid during the year ended December 31, 2013, on the Series A Preferred Stock based on a monthly dividend of
approximately $0.17 per share from the date of issuance of the Series A Preferred Stock.
16. Per Share Data
Basic net income (loss) per share is computed by dividing net income (loss) attributable to the Company, decreased with respect to net
income or increased with respect to net loss by dividends declared on preferred stock by using the weighted-average number of common
shares outstanding. The dilutive effect of incremental common shares potentially issuable under outstanding options, warrants and restricted
shares is included in diluted earnings per share in 2011 utilizing the treasury stock method. The computations of basic and diluted per share
data were as follows:
Net (loss) income
Loss attributable to noncontrolling interest
Net (loss) income attributable to the Company
Dividends declared on preferred stock
Net (loss) income available to common shareholders
Weighted average common shares outstanding – basic
Effect of dilutive securities:
Options to purchase common stock
Warrants to purchase common stock
Restricted shares
Dilutive potential common shares
Weighted average common shares
outstanding – dilutive
Net (loss) income per common share:
Basic and diluted
Year Ended December 31,
2013
2012
(522) $
(68)
(454)
(6,911)
(7,365) $
(16,354) $
—
(16,354)
—
(16,354) $
182,295,476
183,572,582
$
$
—
—
—
—
—
—
—
—
2011
3,893
—
3,893
—
3,893
183,023,590
3,616,816
2,313,636
59,986
5,990,438
182,295,476
183,572,582
189,014,028
$
(0.04) $
(0.09) $
0.02
During 2013, 2012 and 2011, options, warrants and restricted stock to purchase 55,398,631, 54,837,515 and 13,337,994 common shares,
respectively, were not included in the computation of diluted income (loss) per share as the effect would be anti-dilutive.
17. Stock Compensation Plans
F-27
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Employee Stock Purchase Plan
Under the Company’s amended and restated Qualified Employee Stock Purchase Plan, a total of 10,000,000 shares of common stock are
available for issuance. As currently administered by the Company’s compensation committee, all full-time employees may use a portion of
their salary to acquire shares of LTS common stock under this purchase plan at a 5% discount from the market price of LTS’ common
stock at the end of each option period. Option periods have been set at three month periods and commence on January 1, April 1, July 1,
and October 1 of each year and end on March 31, June 30, September 30 and December 31 of each year. The plan is intended to qualify as
an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. During 2013, 112,646 shares of LTS common stock
were issued to employees under this plan, at prices ranging from $1.57 to $2.97; during 2012, 98,513 shares of LTS common stock were
issued to employees under this plan, at prices ranging from $1.25 to $1.69; during 2011, 58,884 shares of LTS common stock were issued
to employees under this plan, at prices ranging from $1.09 to $2.36; resulting in a capital contribution of $201, $138 and $83 for 2013,
2012 and 2011, respectively.
Amended and Restated 1999 Performance Equity Plan and 2009 Incentive Compensation Plan
In 1999, the Company adopted the 1999 Performance Equity Plan (as amended and restated, the “1999 Plan”) and in 2009 the Company
adopted the 2009 Incentive Compensation Plan (the “2009 Plan”), which provide for the grant of stock options and other awards to
designated employees, officers and directors and certain other persons performing services for the Company and its subsidiaries, as
designated by the board of directors. The plans each provide for the granting of up to 25,000,000 awards with an annual limit on grants to
any individual of 1,500,000. Awards under the plans include stock options, stock appreciation rights, restricted stock, deferred stock, stock
reload options and/or other stock-based awards. Dividends, if any, are not paid on unexercised stock options. The compensation committee
of the Company’s board of directors administers the plans. Stock options granted under the 2009 Plan may be incentive stock options and
non-qualified stock options. An incentive stock option may be granted only through August 27, 2019 under the 2009 Plan and may only be
exercised within ten years of the date of grant (or five years in the case of an incentive stock option granted to an optionee who at the time
of the grant possesses more than 10% of the total combined voting power of all classes of stock of LTS (“10% Shareholder”). Incentive
stock options may no longer be granted under the 1999 Plan. The exercise price of both incentive and non-qualified options may not be less
than 100% of the fair market value of LTS’ common stock at the date
of grant, provided, that the exercise price of an incentive stock option granted to a 10% Shareholder shall not be less than 110% of the fair
market value of LTS’ common stock at the date of grant. As of December 31, 2013, 6,351,480 and 1,189,654 shares of common stock
were available for issuance under the 2009 Plan and the 1999 Plan, respectively.
A summary of the status of the 1999 Plan at December 31, 2013 and changes during the years ended December 31, 2013, 2012 and 2011
are presented below:
F-28
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Options outstanding, December 31, 2010
Granted
Exercised
Forfeited
Expired
Options outstanding, December 31, 2011
Granted
Exercised
Forfeited
Expired
Options outstanding, December 31, 2012
Granted
Exercised
Forfeited
Expired
Options outstanding, December 31, 2013
Vested or expected to vest
Options exercisable, December 31, 2013
Shares
17,195,240
1,655,000
(634,772)
(65,000)
(385,000)
17,765,468
500,000
(881,500)
(35,000)
(46,500)
17,302,468
—
(285,067)
(30,000)
(55,000)
16,932,401 $
16,926,441 $
14,994,901 $
Weighted- Average
Exercise Price
Weighted- Average
Remaining Contractual
Term (Years)
Aggregate Intrinsic
Value
1.38
1.27
0.88
1.73
2.72
1.36
2.80
0.88
1.90
0.27
1.43
—
1.33
1.38
0.34
1.43
1.43
1.44
6.5
2,980
6.0
19,977
5.3
4,475
4.4 $
4.4 $
4.1 $
28,748
28,743
25,429
A summary of the status of the 2009 Plan at December 31, 2013 and changes during the years ended December 31, 2013, 2012 and 2011
are presented below:
Options outstanding, December 31, 2010
Granted
Exercised
Forfeited
Options outstanding, December 31, 2011
Granted
Forfeited
Options outstanding, December 31, 2012
Granted
Exercised
Forfeited
Options outstanding, December 31, 2013
Vested or expected to vest
Options exercisable, December 31, 2013
Non-Plan Options
Weighted- Average
Exercise Price
Weighted- Average
Remaining
Contractual Term
(Years)
9.3
Aggregate
Intrinsic Value
211
9.6
11,651
8.7 $
790
8.0 $
8.0 $
7.7 $
25,285
24,646
11,202
1.00
1.61
0.80
1.68
1.55
2.57
1.73
1.78
1.41
1.39
1.51
1.74
1.74
1.64
Shares
1,245,000
11,320,743
(50,000)
(11,749)
12,503,994
3,725,000
(291,279)
15,937,715 $
2,788,212
(272,955)
(307,408)
18,145,564 $
17,706,646 $
7,252,152 $
F-29
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
The Company has granted stock options to newly-hired employees in conjunction with their employment agreements or in connection with
acquisitions, which are outside of the option plans. A summary of the status of these options at December 31, 2013 and changes during the
years ended December 31, 2013, 2012 and 2011 are presented below:
Options outstanding, December 31, 2011 and 2012
Exercised
Options outstanding, December 31, 2013
Vested or expected to vest
Options exercisable, December 31, 2013
Weighted-
Average Exercise
Price
Weighted- Average
Remaining
Contractual Term
(Years)
Aggregate
Intrinsic Value
516
4.4 $
3.4 $
3.4 $
3.4 $
6,624
6,624
6,624
1.63
1.05
1.63
1.63
1.63
Shares
4,475,000 $
(50,000)
4,425,000 $
4,425,000 $
4,425,000 $
The weighted-average grant date fair value of employee and director options granted during the years ended December 31, 2013, 2012 and
2011 was $0.74, $1.13 and $0.82, respectively. The fair value of each option award was estimated on the date of grant using the Black-
Scholes option pricing model using the following weighted-average assumptions:
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
Year Ended December 31,
2013
2012
2011
—%
65.66%
1.17%
6.2
—%
62.87%
1.00%
6.2
—%
81.15%
2.28%
6.2
On November 4, 2011, in connection with the Securities America acquisition, the Company granted to independent financial advisors ten-
year options to purchase an aggregate of 8,020,743 shares of the Company’s common stock at an exercise price of $1.68 per share. The
options vest in four equal annual installments beginning on the first anniversary of the grant date.
The Company valued the options at $9,531 (fair value of $1.19 per option) on the date of grant using the Black-Sholes option pricing
model using the following weighted-average assumptions.
Dividend yield
Expected volatility
Risk-free interest rate
Expected life (in years)
Year Ended December
31, 2011
—%
62.16%
2.06%
10.0
The weighted average expected life for the 2013, 2012 and 2011 grants to employees and directors reflects the alternative simplified method
permitted by authoritative guidance, which defines the expected life as the average of the contractual term of the options and the weighted-
average vesting period for all option tranches. The Company estimates the expected term for stock options awarded to independent financial
advisors using the contractual term. Expected volatility for the option grants for 2011, prior to the acquisition of Securities America, was
based on the Company’ historical volatility over the same number of years as the expected life prior to the option grant date. Expected
volatility in 2011 after the Securities America acquisition and in 2012 and 2013 was based on blended volatility comprised of the historical
volatility of the common stock of the Company and its peers over the same number of years as the expected life, prior to the option grant
date.
Compensation expense for share-based awards granted to independent financial advisors is measured at their vesting date fair value. The
compensation expense recognized each period is based on the awards' estimated value at the most recent reporting date.
F-30
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
As of December 31, 2013, there was $12,498 of total unrecognized compensation cost related to non-vested share-based compensation
arrangements. This cost is expected to be recognized over the vesting periods of the options, which on a weighted-average basis is
approximately 1.84 years.
The total intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 amounted to $957,$1,267 and
$762, respectively. Tax benefits related to option exercise were not deemed to be realized since net operating loss carryforwards are
available to offset taxable income computed without giving effect to the deductions related to option exercises and the deferred tax assets
related to those net operating losses have been fully reserved.
Non-cash compensation expense relating to stock options was calculated using the Black-Scholes option pricing model, amortizing the
value calculated over the vesting period and applying a forfeiture percentage as estimated by the Company’s management, using historical
information. The Company has elected to recognize compensation cost for option awards that have graded vesting schedules on a straight
line basis over the requisite service period for the entire award. For the years ended December 31, 2013, 2012 and 2011, non-cash
compensation expense relating to stock option agreements granted to employees, consultants and advisors amounted to $6,766, $4,690 and
$3,909, respectively.
In September 2010, the Company granted 200,000 restricted shares of the Company’s common stock to employees pursuant to the 2009
Plan with vesting conditioned upon the employees continued employment at September 23, 2012. During 2012 and 2011, 12,500 and
5,000 shares, respectively, were forfeited. For the years ended December 31, 2012 and 2011, the Company has recorded an expense of $54
and $105, respectively, associated with the grants.
18. Noncontrolling Interest
During the quarter ended March 31, 2013, Arbor Point Advisors, LLC (“APA”), a newly-formed registered investment advisor, began
operations. Investment advisory services of APA are provided through licensed and qualified individuals who are investment advisor
representatives of APA. Securities America holds an 80% interest in APA and an unaffiliated entity owns a 20% interest. As Securities
America is the controlling managing member of APA, the financial statements of APA are included in the Company's consolidated
financial statements and amounts attributable to the 20% unaffiliated investor are recorded as a noncontrolling interest.
19. Segment Information
The Company has two operating segments. The independent brokerage and advisory services segment includes the broker-dealer and
investment advisory services provided by Securities America, Triad and Investacorp to their independent contractor financial advisors and
wealth management services provided by Premier Trust. The Ladenburg segment includes the investment banking, sales and trading and
asset management services and investment activities conducted by Ladenburg and LTAM.
Earnings before interest, taxes, depreciation and amortization, or EBITDA, adjusted for acquisition-related expense, amortization of
retention loans and change in fair value of contingent consideration related to acquisitions, loss on extinguishment of debt, gains or losses
on sales of assets and non-cash compensation expense, is the primary profit measure the Company's management uses in evaluating
financial performance for its reportable segments. EBITDA, as adjusted, is considered a non-GAAP financial measure as defined by
Regulation G promulgated by the SEC under the Securities Act of 1933, as amended. The Company considers EBITDA, as adjusted,
important in evaluating its financial performance on a consistent basis across various periods. Due to the significance of non-cash and non-
recurring items, EBITDA, as adjusted, enables the Company's Board of Directors and management to monitor and evaluate the business on
a consistent basis. The Company uses EBITDA, as adjusted, as a primary measure, among others, to analyze and evaluate financial and
strategic planning decisions regarding future operating investments and potential acquisitions. The Company believes that EBITDA, as
adjusted, eliminates items that are not indicative of its core operating performance, such as amortization of retention loans for the Securities
America acquisition, or do not involve a cash outlay, such as stock-related compensation. EBITDA, as adjusted, should be considered in
addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities.
Segment information for the years ended December 31, 2013, 2012 and 2011 is as follows:
F-31
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
Independent Brokerage
and Advisory Services (5)
Ladenburg
Corporate
Total
$
$
$
2013
Revenues
Pre-tax income (loss)
EBITDA, as adjusted (6)
Identifiable assets
Depreciation and amortization
Interest
Capital expenditures
Non-cash compensation
2012
Revenues
Pre-tax (loss) income
EBITDA, as adjusted (6)
Identifiable assets
Depreciation and amortization
Interest
Capital expenditures
Non-cash compensation
2011
Revenues
Pre-tax income (loss)
EBITDA, as adjusted (6)
Identifiable assets
Depreciation and amortization
Interest
Capital expenditures
Non-cash compensation
$
$
$
723,246 (1) $
4,850
46,971
320,239
14,475
12,527
4,898
3,667
69,603 (1) $
11,689
13,188 (4)
33,950
791
75
1,963
646
267 (2)
(14,135) (3)(4)
(8,534) (4)
6,631
49
2,836
—
2,453
$
$
598,851
(6,087 )
30,566
318,005
15,158
19,803
5,356
1,640
230,897
1,787
12,181
322,245
4,567
3,191
1,381
1,072
$
$
45,701
65
1,829
17,636
835
79
115
850
41,459
(3,131)
(1,032)
18,437
996
89
58
1,014
5,559
(8,870) (3)
(1,891)
2,488
68
4,659
6
2,254
1,244
(10,958) (3)
(2,727)
6,463
69
3,263
—
1,928
793,116
2,404
51,625
360,820
15,315
15,438
6,861
6,766
650,111
(14,892)
30,504
338,129
16,061
24,541
5,477
4,744
273,600
(12,302)
8,422
347,145
5,632
6,543
1,439
4,014
(1)
Includes brokerage commissions of $4,240 and $908 in the Ladenburg and Independent brokerage and advisory services segments,
respectively, related to the sale of the Company's Series A Preferred Stock (eliminated in consolidation).
(2)
Includes the elimination of $5,148 of revenue referred to in footnote
(1).
(3)
Includes interest on revolving credit and forgivable loan notes, compensation, professional fees and other general and administrative
expenses.
(4)
Includes the elimination of $2,545, consisting of $5,148 of revenue, net of employee brokerage commission expenses of $2,603
charged to additional paid-in capital related to sale of the Company's Series A Preferred Stock.
(5)
Includes Securities America from November 4,
2011.
(6) The following table reconciles EBITDA, as adjusted, to pre-tax income (loss) for the years ended December 31, 2013, 2012 and
2011:
F-32
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
EBITDA, as adjusted
Independent Brokerage and Advisory Services
Ladenburg
Corporate
Total segments
Adjustments:
Interest income
Change in fair value of contingent consideration
Loss on extinguishment of debt
Interest expense
Depreciation and amortization
Non-cash compensation expense
Amortization of retention loans
Acquisition-related expense
Loss attributable to noncontrolling interest
Pre-tax income (loss)
20. Related Party Transactions
Year Ended December 31,
2013
2012
2011
$
$
46,971 $
13,188
(8,534)
51,625
194
(121)
(4,547)
(15,438)
(15,315)
(6,766)
(7,160)
—
(68)
2,404 $
30,566 $
1,829
(1,891)
30,504
185
7,111
—
(24,541)
(16,061)
(4,744)
(7,346)
—
—
(14,892) $
12,181
(1,032)
(2,727)
8,422
70
—
—
(6,543)
(5,632)
(4,014)
(1,634)
(2,971)
—
(12,302)
On August 13, 2010, Investacorp entered into a five-year office lease with Frost Real Estate Holdings, LLC (“FREH”), an entity affiliated
with the Company’s chairman of the board and principal shareholder. The lease which commenced on October 1, 2010, provides for
aggregate payments during the five-year term of approximately $1,574 and minimum annual payments of $315. Rent expense under such
lease amounted to $320, $293 and $252 in 2013, 2012 and 2011, respectively.
Ladenburg’s principal executive offices are located at 4400 Biscayne Boulevard, 12th Floor, Miami, Florida 33137, where the Company
has leased approximately 15,800 square feet of office space from FREH. Rent expense under such lease amounted to $572, $560 and $536
in 2013, 2012 and 2011, respectively. Ladenburg’s lease was renewed in March 2013 and now expires in February 2018, and the amount
of office space leased was increased to approximately 18,150 square feet. The lease provides for aggregate payments during the five-year
term of approximately $2,995 and minimum annual payments of $599.
The Company is a party to an agreement with Vector Group Ltd. (“Vector”), where Vector has agreed to make available to the Company
the services of Vector’s Executive Vice President to serve as the President and Chief Executive Officer of the Company and to provide
certain other financial, tax and accounting services, including assistance with complying with Section 404 of the Sarbanes-Oxley Act of
2002 and assistance in the preparation of tax returns. Various executive officers and directors of Vector and its subsidiary New Valley
serve as members of the board of directors of the Company and Vector and its subsidiaries own approximately 8.3% of the Company’s
common stock at December 31, 2013. In consideration for such services, the Company agreed to pay Vector an annual management fee
plus reimbursement of expenses and to indemnify
Vector. The agreement is terminable by either party upon 30 days’ prior written notice. Beginning January 1, 2012, the agreement was
amended to reflect additional services to be provided as a result of the Securities America acquisition and
to increase the annual fee from $600 to $750. Effective January 1, 2014, the annual fee increased to $850. The Company paid Vector $750
in 2013, $750 in 2012 and $600 in 2011 related to the agreement.
The vice-chairman of the Company’s board of directors, a firm he serves as a consultant to, and affiliates of that firm received insurance
commissions in 2011 aggregating approximately $105, on various insurance policies issued for the Company and its subsidiaries.
See Note 12 for information regarding loan transactions involving related parties.
21. Quarterly Financial Data (Unaudited)
F-33
LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
(Dollars in thousands, except share and per share amounts)
2013:
Revenues
Expenses (a)(b)
Income (loss) before item shown below
Change in fair value of contingent consideration
Income (loss) before income taxes
Net income (loss)
Loss attributable to noncontrolling interest
Net income (loss) attributable to the company
Dividends declared on preferred stock
Net income (loss) available to common shareholders
Basic and diluted income (loss) per common share
Basic weighted average common shares
Diluted weighted average common shares
$
$
$
$
$
$
1st
2nd
3rd
4th
Quarters
187,305 $
186,682
623
23
646 $
123 $
13
136 $
—
136 $
0.00 $
183,459,124
188,458,448
193,869 $
198,645
(4,776)
(144)
(4,920) $
(5,536) $
13
(5,523) $
(1,028)
(6,551) $
(0.04)
183,488,108
183,488,108
200,489 $
197,531
2,958
—
2,958 $
2,379 $
23
2,402 $
(2,879)
(477) $
(0.00)
181,759,305
181,759,305
211,453
207,733
3,720
—
3,720
2,512
19
2,531
(3,004)
(473)
(0.00)
180,513,628
180,513,628
(a)Includes a $1,413, $1,380, $1,647 and $2,326 charge for non-cash compensation in the first, second, third and fourth quarters of 2013,
respectively.
(b)Includes $1,808, $1,841, $1,690 and $1,821 of amortization of retention loans in the first, second, third and fourth quarters of 2013,
respectively.
2012:
Revenues
Expenses (a)(b)
Loss before item shown below
Change in fair value of contingent consideration
Loss before income taxes
Net loss
Basic and diluted loss per common share
Basic and diluted weighted average common shares
1st
2nd
3rd
4th
Quarters
$
$
$
$
154,715 $
162,641
(7,926)
5,555
(2,371) $
(2,979) $
(0.02) $
163,385 $
168,971
(5,586)
647
(4,939) $
(4,983) $
(0.03) $
159,834 $
166,372
(6,538)
909
(5,629) $
(6,037) $
(0.03) $
183,679,060
183,551,171
183,460,777
172,177
174,130
(1,953)
—
(1,953)
(2,355)
(0.01)
183,460,700
(a)Includes a $1,364, $1,227, $1,054 and $1,099 charge for non-cash compensation in the first, second, third and fourth quarters of 2012,
respectively.
(b)Includes $1,792, $1,791, $1,712 and $2,051 of amortization of retention loans in the first, second, third and fourth quarters of 2012,
respectively.
F-34
Ladenburg Thalmann Financial Services Inc.
Ratio of Earnings to Fixed Charges
and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
(dollars in thousands, except ratios)
(unaudited)
EXHIBIT 12.1
Ratio of Earnings to Fixed Charges
2013
2012
2011
2010
2009
Year Ended December 31,
Income (loss) before income taxes
Add: Fixed charges
$
2,404 $
17,534
(14,892) $
26,741
(12,302) $
7,814
(10,090) $
4,344
(17,604)
4,999
Income (loss) before income taxes and fixed
charges
$
19,938 $
11,849 $
(4,488) $
(5,746) $
(12,605)
Fixed Charges:
Total interest expense
Interest factor in rents (1)
$
15,438 $
2,096
24,541 $
2,200
6,543 $
1,271
3,241 $
1,103
3,977
1,022
Total fixed charges
$
17,534 $
26,741 $
7,814 $
4,344 $
4,999
Ratio of earnings to fixed charges
1.1
*
*
*
*
* Deficiency of earnings available to cover
fixed charges
$
— $
(14,892) $
(12,302) $
(10,090) $
(17,604)
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
Income (loss) before income taxes
Add: Fixed charges
$
2,404 $
17,534
(14,892) $
26,741
(12,302) $
7,814
(10,090) $
4,344
(17,604)
4,999
Income (loss) before income taxes and
combined fixed charges
$
19,938 $
11,849 $
(4,488) $
(5,746) $
(12,605)
Fixed Charges:
Total interest expense
Interest factor in rents (1)
Preferred stock dividends (2)
Total combined fixed charges and preferred
stock dividends
Ratio of earnings to combined fixed charges
and preferred stock dividends
* Deficiency of earnings available to cover
fixed charges and preferred stock dividends
$
15,438 $
2,096
11,518
24,541 $
2,200
—
6,543 $
1,271
—
3,241 $
1,103
—
3,977
1,022
—
$
29,052 $
26,741 $
7,814 $
4,344 $
4,999
*
*
*
*
*
$
(9,114) $
(14,892) $
(12,302) $
(10,090) $
(17,604)
(1) One-third of rent expense is the portion deemed representative of the interest factor.
(2) The preferred stock dividend amounts represent pre-tax earnings required to cover dividends on preferred stock.
Exhibit 21
SUBSIDIARIES OF REGISTRANT
The following are wholly-owned subsidiaries of the registrant:
NAME
Securities America Financial Corporation
Securities America, Inc.
Securities America Advisors, Inc.
Ladenburg Thalmann & Co. Inc.
Ladenburg Thalmann Asset Management Inc.
Investacorp, Inc.
Investacorp Advisory Services Inc.
Triad Advisors, Inc.
Premier Trust, Inc.
STATE OF ORGANIZATION
Nebraska
Delaware
Nebraska
Delaware
New York
Florida
Florida
Florida
Nevada
Not included above are other subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute
a significant subsidiary, as such term is defined by Rule 1-02(w) of Regulation S-X.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements of Ladenburg Thalmann Financial Services, Inc. on Form S-8
(Nos. 333-82688, 333-101360, 333-101361, 333-124366, 333-130024, 333-139246, 333-139247, 333-139254, 333-147386, and 333-
163007) and on Form S-3 (Nos. 333-187322, 333-192712, 333-141517, 333-153373, 333-150851, 333-37934, 333-71526, 333-81964,
333-88866, 333-122240, 333-117952, 333-130026, 333-130028 and 333-139244) of our reports dated March 12, 2014, with respect to the
consolidated financial statements and effectiveness of internal control over financial reporting of Ladenburg Thalmann Financial Services Inc.
included in this Annual Report on Form 10-K for the year ended December 31, 2013.
/s/ EisnerAmper LLP
New York, New York
March 12, 2014
SECTION 302 CERTIFICATION PURSUANT TO
RULE 13a-14 AND 15d-14 UNDER
THE SECURITIES ACT OF 1934, AS AMENDED
EXHIBIT 31.1
I, Richard J. Lampen, certify that:
1. I have reviewed this Annual Report on Form 10-K of Ladenburg Thalmann Financial Services Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 12, 2014
/s/ Richard J. Lampen
Richard J. Lampen
President and Chief Executive Officer
(Principal Executive Officer)
SECTION 302 CERTIFICATION PURSUANT TO
RULE 13a-14 AND 15d-14 UNDER
THE SECURITIES ACT OF 1934, AS AMENDED
EXHIBIT 31.2
I, Brett H. Kaufman, certify that:
1. I have reviewed this Annual Report on Form 10-K of Ladenburg Thalmann Financial Services Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 12, 2014
/s/ Brett H. Kaufman
Brett H. Kaufman
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report of Ladenburg Thalmann Financial Services Inc. (the “Company”) on Form 10-K for the year ended
December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. Lampen, President
and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: March 12, 2014
Richard J. Lampen
Richard J. Lampen
President and Chief Executive Officer
(Principal Executive Officer)
/s/
The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes – Oxley
Act of 2002 and is not being filed as part of the Report or as a separate disclosure document of Ladenburg Thalmann
Financial Services Inc., or the certifying officers.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the Annual Report of Ladenburg Thalmann Financial Services Inc. (the “Company”) on Form 10-K for the year ended
December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brett H. Kaufman, Senior Vice
President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: March 12, 2014
/s/ Brett H. Kaufman
Brett H. Kaufman
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes – Oxley
Act of 2002 and is not being filed as part of the Report or as a separate disclosure document of Ladenburg Thalmann
Financial Services Inc., or the certifying officers.