UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

Commission File Number 001-15799

Ladenburg Thalmann Financial Services Inc.
(Exact name of registrant as specified in its charter)
Florida
65-0701248
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification Number)
 
 
4400 Biscayne Boulevard, 12th Floor
 
Miami, Florida
33137
(Address of principal executive offices)
(Zip Code)
(305) 572-4100
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                 Yes  X    No       

Indicate by check mark whether the registrant has submitted electronically and posted on its 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__X__ No___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
[ ]
 
 
Accelerated filer
[x]
 
 
 
 
 
 
 
 
Non-accelerated filer
[ ]
(Do not check if a smaller reporting company)
 
Smaller reporting company
[ ]
 
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
[ ]
 




If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 ___

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  ___ No  X 
    
As of August 2, 2017 there were 196,351,902 shares of the registrant's common stock outstanding.




  

LADENBURG THALMANN FINANCIAL SERVICES INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017

TABLE OF CONTENTS

 
 
Page
PART I. FINANCIAL INFORMATION
 
 

 
 
 
 
 
 

 
 
 
 
2

 
 
 
 
3

 
 
 
 
4

 
 
 
 
5

 
 
 
18

 
 
 
31

 
 
 
31

 
 
 
PART  II. OTHER INFORMATION
 
 
 
 
32

 
 
 
32

 
 
 
33

 
 
 
34

 
 
 
35







PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LADENBURG THALMANN FINANCIAL SERVICES INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share and per share amounts)
 
June 30, 2017 
 (Unaudited)
 
December 31, 2016
ASSETS
 
 
 
 
 
 
 
Cash and cash equivalents
$
88,852

 
$
98,930

Securities owned, at fair value
4,267

 
3,543

Receivables from clearing brokers
55,422

 
41,492

Receivables from other broker-dealers
2,346

 
853

Notes receivable from financial advisors, net
33,923

 
32,611

Other receivables, net
50,119

 
54,634

Fixed assets, net
22,118

 
21,253

Restricted assets
760

 
1,011

Intangible assets, net
114,051

 
124,938

Goodwill
124,031

 
124,031

Cash surrender value of life insurance
11,761

 
10,210

Other assets
30,638

 
32,497

      Total assets
$
538,288

 
$
546,003



 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
LIABILITIES:
 
 
 
Securities sold, but not yet purchased, at fair value
$
351

 
$
382

Accrued compensation
20,743

 
26,299

Commissions and fees payable
61,696

 
60,594

Accounts payable and accrued liabilities
38,202

 
39,876

Deferred rent
1,999

 
1,764

Deferred income taxes
9,290

 
10,642

Deferred compensation liability
17,904

 
17,247

Accrued interest
410

 
281

Notes payable, net of $647 and $872 unamortized discount in 2017 and 2016, respectively.
30,573

 
26,417

      Total liabilities
181,168

 
183,502

 
 
 
 
Commitments and contingencies (Note 7)


 


SHAREHOLDERS' EQUITY:
 
 
 
Preferred stock, $.0001 par value; authorized 50,000,000 shares in 2017 and 2016: 8% Series A cumulative redeemable preferred stock; authorized 23,844,916 shares in 2017 and 17,290,000 in 2016; shares issued and outstanding 16,243,175 in 2017 and 15,844,916 in 2016, (liquidation preference $406,079 and $396,123 in 2017 and 2016)
2

 
1

Common stock, $.0001 par value; authorized 1,000,000,000 shares in 2017 and 2016; shares issued and outstanding, 196,616,897 in 2017 and 194,057,738 in 2016
20

 
19

   Additional paid-in capital
516,901

 
519,879

   Accumulated deficit
(159,822
)
 
(157,425
)
 
 
 
 
      Total shareholders’ equity of the Company
357,101

 
362,474

 
 
 
 
Noncontrolling interest
19

 
27

 
 
 
 
      Total shareholders' equity
357,120

 
362,501

 
 
 
 
      Total liabilities and shareholders' equity
$
538,288

 
$
546,003

See accompanying notes.

1



LADENBURG THALMANN FINANCIAL SERVICES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share and per share amounts)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
 
 
June 30,
 
June 30,
 
 
 
2017
 
2016
 
2017

2016
 
Revenues:
 
 
 
 
 
 
 
 
 
Commissions
 
$
132,524

 
$
125,583

 
$
263,013


$
253,008

 
Advisory fees
 
134,396

 
111,951

 
261,142


222,876

 
Investment banking
 
12,887

 
6,519

 
19,376


11,021

 
Principal transactions
 
258

 
380

 
578


513

 
Interest and dividends
 
5,868

 
2,670

 
9,642


4,399

 
Service fees and other income
 
25,603

 
22,672

 
48,076


43,754

 
Total revenues
 
311,536

 
269,775

 
601,827

 
535,571

 
Expenses:
 
 
 
 
 
 
 
 
 
Commissions and fees
 
226,089

 
198,798

 
444,823


398,539

 
Compensation and benefits
 
40,875

 
36,060

 
80,000


72,887

 
Non-cash compensation
 
1,378

 
1,341

 
2,807


2,696

 
Brokerage, communication and clearance fees
 
4,909

 
2,943

 
9,474


7,973

 
Rent and occupancy, net of sublease revenue
 
2,468

 
2,237

 
4,860


4,687

 
Professional services
 
3,870

 
3,259

 
7,934


6,414

 
Interest
 
521

 
1,172

 
998


2,379

 
Depreciation and amortization
 
7,294

 
7,241

 
14,726


14,116

 
Acquisition-related expenses
 
89

 
31

 
265


67

 
Amortization of retention and forgivable loans
 
1,671

 
1,544

 
3,262


2,978

 
Other
 
21,122

 
16,676

 
36,098


30,690

 
Total expenses
 
310,286

 
271,302

 
605,247

 
543,426

 
Income (loss) before item shown below
 
1,250

 
(1,527
)
 
(3,420
)
 
(7,855
)
 
Change in fair value of contingent consideration
 
(63
)
 
(49
)
 
89


(106
)
 
Income (loss) before income taxes
 
1,187

 
(1,576
)
 
(3,331
)
 
(7,961
)
 
Income tax (benefit) expense
 
(138
)
 
16,225

 
(977
)

7,456

 
Net income (loss)
 
1,325

 
(17,801
)
 
(2,354
)
 
(15,417
)
 
Net loss attributable to noncontrolling interest
 
(3
)
 
(14
)
 
(8
)

(32
)
 
Net income (loss) attributable to the Company
 
$
1,328

 
$
(17,787
)
 
$
(2,346
)
 
$
(15,385
)
 
Dividends declared on preferred stock
 
(7,953
)
 
(7,389
)
 
(15,877
)

(14,734
)
 
Net loss available to common shareholders
 
$
(6,625
)
 
$
(25,176
)
 
$
(18,223
)
 
$
(30,119
)
 
 
 
 
 
 
 
 
 
 
 
Net loss per common share available to common shareholders (basic)
 
$
(0.03
)
 
$
(0.14
)
 
$
(0.09
)

$
(0.17
)
 
 
 
 
 
 
 
 
 
 
 
Net loss per common share available to common shareholders (diluted)
 
$
(0.03
)
 
$
(0.14
)
 
$
(0.09
)

$
(0.17
)
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares used in computation of per share data:
 
 
 
 
 
 
 
 
 
Basic
 
192,304,828

 
180,674,937

 
192,287,816


181,019,191

 
Diluted
 
192,304,828

 
180,674,937

 
192,287,816


181,019,191

 

See accompanying notes.

2



LADENBURG THALMANN FINANCIAL SERVICES INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ EQUITY
(Dollars in thousands, except share amounts)
(Unaudited)


 
 
Preferred Stock
 
Common Stock
 
Additional Paid-In Capital
 
Accumulated Deficit
 
Noncontrolling Interest
 
 
 
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance - December 31, 2016
 
15,844,916

 
$
1

 
194,057,738

 
$
19

 
$
519,879

 
$
(157,425
)
 
$
27

 
$
362,501

Issuance of common stock under employee stock purchase plan
 

 

 
110,614

 

 
259

 

 

 
259

Exercise of stock options
 

 

 
1,740,997

 
1

 
3,719

 

 

 
3,720

Stock-based compensation granted to advisory board, consultants and independent financial advisors
 

 

 

 

 
23

 

 

 
23

Stock-based compensation to employees
 

 

 

 

 
2,784

 

 

 
2,784

Issuance of restricted stock
 

 

 
1,771,000

 

 

 

 

 

Repurchase and retirement of common stock, including 145,920 shares surrendered for tax withholdings and 19,658 shares tendered in payment of exercise price
 

 

 
(1,063,452
)
 

 
(2,581
)
 

 

 
(2,581
)
Repurchase of stock option award for cash
 

 

 

 

 
(850
)
 

 

 
(850
)
Preferred stock issued, net of underwriting discount and expense of $428
 
398,259

 
1

 

 

 
9,482

 

 

 
9,483

Preferred stock dividends declared and paid
 

 

 

 

 
(15,877
)
 

 

 
(15,877
)
Cumulative effect of adoption of ASU 2016-09 (Note 1)
 

 

 

 

 
63

 
(51
)
 

 
12

Net loss
 

 

 

 

 

 
(2,346
)
 
(8
)
 
(2,354
)
Balance - June 30, 2017
 
16,243,175

 
$
2

 
196,616,897

 
$
20

 
$
516,901

 
$
(159,822
)
 
$
19

 
$
357,120



See accompanying notes.

3

LADENBURG THALMANN FINANCIAL SERVICES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

 
Six Months Ended 
 June 30,
 
2017
 
2016
 
 
 
 
Cash flows from operating activities:
 
 
 
Net loss
$
(2,354
)
 
$
(15,417
)
      Adjustments to reconcile net loss to
 
 
 
          net cash used in operating activities:
 
 
 
Change in fair value of contingent consideration
(89
)
 
106

Adjustment to deferred rent
235

 
(70
)
Amortization of intangible assets
10,887

 
10,326

Amortization of debt discount
225

 
327

Amortization of debt issue cost

 
188

Amortization of retention and forgivable loans
3,262

 
2,978

Depreciation and other amortization
3,839

 
3,789

Deferred income taxes
(1,340
)
 
6,460

Benefit attributable to reduction of goodwill

 
39

Non-cash interest expense on forgivable loan
190

 
205

Non-cash compensation expense
2,807

 
2,696

Loss on write-off of furniture, fixtures and leasehold improvements, net
2

 
1

 
 
 
 
(Increase) decrease in operating assets
 
 
 
Securities owned, at fair value
(724
)
 
316

Receivables from clearing brokers
(13,930
)
 
12,581

Receivables from other broker-dealers
(1,493
)
 
(130
)
Other receivables, net
4,515

 
(4,310
)
Notes receivable from financial advisors, net
(4,574
)
 
(3,735
)
Cash surrender value of life insurance
(1,551
)
 
1,043

Other assets
1,859

 
898

 
 
 
 
Increase (decrease) in operating liabilities
 
 
 
Securities sold, but not yet purchased, at fair value
(31
)
 
390

Accrued compensation
(5,556
)
 
(11,184
)
Accrued interest
(61
)
 
(17
)
Commissions and fees payable
1,102

 
(4,472
)
Deferred compensation liability
657

 
(579
)
Accounts payable and accrued liabilities
(1,585
)
 
(4,085
)
      Net cash used in operating activities   
(3,708
)
 
(1,656
)
 
 
 
 
Cash flows from investing activities:
 
 
 
Purchases of fixed assets
(4,706
)
 
(3,700
)
Decrease in restricted assets
251

 

      Net cash used in investing activities   
(4,455
)
 
(3,700
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Issuance of Series A preferred stock
9,483

 
8,777

Issuance of common stock
3,979

 
2,032

Series A preferred stock dividends paid
(15,877
)
 
(14,734
)
Repurchase of stock option award for cash
(850
)
 

Repurchase and retirement of common stock
(2,581
)
 
(8,904
)
Borrowings on term loan
8,000

 

Bank loan and revolver repayments
(565
)
 
(311
)
Principal payments on notes payable
(3,504
)
 
(3,442
)
      Net cash used in financing activities   
(1,915
)
 
(16,582
)
Net decrease in cash and cash equivalents
(10,078
)
 
(21,938
)
Cash and cash equivalents, beginning of period
98,930

 
118,677

      Cash and cash equivalents, end of period   
$
88,852

 
$
96,739

 
 
 
 
Supplemental cash flow information:
 
 
 
Interest paid
$
644

 
$
1,675

Taxes paid
440

 
476

 
 
 
 


See accompanying notes.

4



LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited; Dollars in thousands, except share and per share amounts)

1. Description of Business and Basis of Presentation

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’’), KMS Financial Services, Inc. (“KMS”), Securities Service Network, Inc. (“SSN”), Ladenburg Thalmann & Co. Inc. (‘‘Ladenburg’’), Ladenburg Thalmann Asset Management Inc. (‘‘LTAM’’), Premier Trust, Inc. (‘‘Premier Trust’’), Highland Capital Brokerage, Inc. (“Highland”) and Ladenburg Thalmann Annuity Insurance Services LLC (‘‘LTAIS’’).

Securities America, Triad, Investacorp, KMS and SSN are registered broker-dealers and investment advisors that serve the independent financial advisor community. The independent financial advisors of these independent broker-dealers primarily serve retail clients. Such entities 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 the Company's independent 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.

Highland is an independent insurance broker that delivers life insurance, fixed and equity indexed annuities and long-term care solutions to investment and insurance providers. Highland provides specialized point-of-sale support along with advanced marketing and estate and business planning techniques, delivering customized insurance solutions to both institutional clients and independent producers. LTAIS provides marketing strategies, product expertise, and back-office processing for fixed and equity-indexed annuities.

Securities America's, Triad's, Investacorp's, KMS', SSN'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 entity is a member of the Securities Investor Protection Corporation. Highland and LTAIS are subject to regulation by various regulatory bodies, including state attorneys general and insurance departments. Premier Trust is subject to regulation by the Nevada Department of Business and Industry Financial Institutions Division.

Basis of Presentation

The condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, the interim data includes all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the periods presented. Because of the nature of the Company’s business, interim period results may not be indicative of full year or future results.

The unaudited condensed consolidated financial statements do not include all information and notes required in annual audited financial statements in conformity with GAAP. The statement of financial condition at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by GAAP for complete financial statement presentation. Please refer to the notes to the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2016 for additional disclosures and a description of accounting policies.
 
Certain amounts in the prior period financial statements were reclassified to conform with the current period financial statement presentation.

5



LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), which completes the joint effort by the FASB and the International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for GAAP and the International Financial Reporting Standards. ASU 2014-09 will become effective for fiscal years and interim periods within those years, beginning after December 15, 2017, with early adoption permitted for fiscal years and interim periods within those years, beginning after December 15, 2016, the original effective date of the standard. The Company is currently assessing the impact that the adoption of ASU 2014-09 will have on its consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is evaluating the effect that this guidance will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently assessing the impact that the adoption of ASU 2016-02 will have on its consolidated financial statements.

In March 2016, the FASB amended the existing accounting standards for stock-based compensation, ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments impact several aspects of accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted the amendments in the first quarter of 2017. Prior to adoption of ASU 2016-09, tax attributes related to stock option windfall deductions were not recorded until they resulted in a reduction of cash tax payable. As of December 31, 2016, the tax benefit related to the excluded windfall deductions for federal and state purposes were approximately $4,458. Upon adoption of ASU 2016-09, the Company recognized the tax benefit related to the excluded windfall deductions as a deferred tax asset with a corresponding offset of $4,446 to valuation allowance. In regards to the forfeiture policy election, the Company is not continuing to estimate the number of awards expected to be forfeited, rather the Company will elect to account for forfeitures as they occur. As of December 31, 2016, additional compensation cost related to the elimination of estimated forfeitures was $63, net of estimated tax benefit of $12, which is reflected in the statement of changes in shareholders' equity. No other terms of the adopted guidance resulted in an impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 is intended to reduce diversity in practice on how certain cash receipts and payments are presented and classified in the statement of cash flows. The standard provides guidance in a number of situations including, among others, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees.





6






LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)

ASU 2016-15 also provides guidance for classifying cash receipts and payments that have aspects of more than one class of cash flows. ASU 2016-15 is effective for the Company's fiscal year beginning January 1, 2018. Early adoption is permitted. The standard requires application using a retrospective transition method. The Company is currently assessing the impact the adoption of ASU 2016-15 will have on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) ("ASU 2016-18"). ASU 2016-18 provides guidance on the classification of restricted cash to be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts on the statement of cash flows. This pronouncement is effective for reporting periods beginning after December 15, 2017 using a retrospective adoption method and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-18 will have on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”). ASU 2017-01 provides that when substantially all the fair value of the assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. ASU 2017-01 became effective for transactions beginning in the first quarter of 2017 and is being applied prospectively. The adoption of ASU 2017-01 did not have any impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, an amendment to simplify the subsequent quantitative measurement of goodwill by eliminating step two from the goodwill impairment test. As amended, an entity will recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. An entity still has the option to perform the qualitative test for a reporting unit to determine if the quantitative impairment test is necessary. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and applies prospectively. Early adoption is permitted, including in an interim period, for impairment tests performed after January 1, 2017. The Company is currently assessing the impact the adoption of ASU 2017-04 will have on its consolidated financial statements.

2. Fair Value of Assets and Liabilities
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 or income 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.



7

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


The following tables present the carrying values and estimated fair values at June 30, 2017 and December 31, 2016 of financial assets and liabilities, excluding financial instruments that are carried at fair value on a recurring basis, and information is provided on their classification within the fair value hierarchy. Such instruments are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk.
 
 
 
June 30, 2017
Assets
 
Carrying Value
 
 Level 1
 
 Level 2
 
Total Estimated Fair Value
Cash and cash equivalents
 
$
88,852


$
88,852


$

 
$
88,852

Receivables from clearing brokers
 
55,422




55,422

 
55,422

Receivables from other broker-dealers
 
2,346




2,346

 
2,346

Notes receivables, net (1)
 
33,923




33,923

 
33,923

Other receivables, net
 
50,119




50,119

 
50,119

 
 
$
230,662


$
88,852


$
141,810

 
$
230,662

 
 





 

Liabilities
 





 

Accrued compensation
 
$
20,743


$


$
20,743

 
$
20,743

Commissions and fees payable
 
61,696




61,696

 
61,696

Accounts payable and accrued liabilities (2)
 
35,425




35,425

 
35,425

Accrued interest
 
410




410

 
410

Notes payable, net (3)
 
30,573




28,755

 
28,755

 
 
$
148,847


$


$
147,029

 
$
147,029


(1) Carrying value approximates fair value, which is determined based on a valuation technique to convert future cash payments or forgiveness transactions to a single discounted preset value amount.
(2) Excludes contingent consideration liabilities of $2,777.
(3) Estimated fair value based on then current rates at which similar amounts of debt could be borrowed.





8

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


 
 
December 31, 2016
Assets
 
Carrying Value
 
 Level 1
 
 Level 2
 
Total Estimated Fair Value
Cash and cash equivalents
 
$
98,930


$
98,930


$

 
$
98,930

Receivables from clearing brokers
 
41,492




41,492

 
41,492

Receivables from other broker-dealers
 
853




853

 
853

Notes receivables, net (1)
 
32,611




32,611

 
32,611

Other receivables, net
 
54,634




54,634

 
54,634

 
 
$
228,520


$
98,930


$
129,590

 
$
228,520

 
 





 

Liabilities
 





 

Accrued compensation
 
$
26,299


$


$
26,299

 
$
26,299

Commissions and fees payable
 
60,594




60,594

 
60,594

Accounts payable and accrued liabilities (2)
 
32,732




32,732

 
32,732

Accrued interest
 
281




281

 
281

Notes payable, net (3)
 
26,417




24,494

 
24,494

 
 
$
146,323


$


$
144,400

 
$
144,400


(1) Carrying value approximates fair value, which is determined based on a valuation technique to convert future cash payments or forgiveness transactions to a single discounted preset value amount.
(2) Excludes contingent consideration liabilities of $7,144.
(3) Estimated fair value based on then current rates at which similar amounts of debt could be borrowed.
The following tables presents the financial assets and liabilities measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016:

 
 
June 30, 2017
Assets
 
Carrying Value
 
 Level 1
 
 Level 2
 
 Level 3
 
Total Estimated Fair Value
Certificates of deposit
 
$
513


$
513


$


$


$
513

Debt securities
 
2,454




2,454




2,454

U.S. Treasury notes
 
100




100




100

Common stock and warrants
 
1,200


335


865




1,200

Total
 
$
4,267

 
$
848

 
$
3,419

 
$

 
$
4,267

 
 
 
 
 
 
 
 
 
 
 
Liabilites
 
 
 
 
 
 
 
 
 
 
Contingent consideration payable
 
$
2,777


$


$


$
2,777


$
2,777

Debt securities
 
(117
)



(117
)



(117
)
U.S. Treasury notes
 
(151
)



(151
)



(151
)
Common stock and warrants
 
(83
)

(83
)





(83
)
Total
 
$
2,426

 
$
(83
)
 
$
(268
)
 
$
2,777

 
$
2,426





9

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


 
 
December 31, 2016
Assets
 
Carrying Value
 
 Level 1
 
 Level 2
 
 Level 3
 
Total Estimated Fair Value
Certificates of deposit
 
$
443


$
443


$


$


$
443

Debt securities
 
1,850




1,850




1,850

U.S. Treasury notes
 
101




101




101

Common stock and warrants
 
1,149


494


655




1,149

Total
 
$
3,543

 
$
937

 
$
2,606

 
$

 
$
3,543

 
 
 
 
 
 
 
 
 
 
 
Liabilites
 
 
 
 
 
 
 
 
 
 
Contingent consideration payable
 
$
7,144


$


$


$
7,144


$
7,144

Debt securities
 
25




25




25

U.S. Treasury notes
 
96




96




96

Common stock and warrants
 
261


261






261

Total
 
$
7,526

 
$
261

 
$
121

 
$
7,144

 
$
7,526



As of June 30, 2017 and December 31, 2016, approximately $3,428 and $3,161, 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, 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.

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 June 30, 2017 and December 31, 2016, the fair values of the warrants were $692 and $252, 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 of the Securities Act of 1933, as amended, including the requisite holding period. Restricted common stock is classified as Level 2 securities.

Set forth below are changes in the carrying value of contingent consideration related to acquisitions, which is included in accounts payable and accrued liabilities:



10

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


Fair value of contingent consideration as of December 31, 2015
 
$
2,813

Payments
 
(827
)
Change in fair value of contingent consideration
 
216

Fair value of contingent consideration in connection with 2016 acquisitions
 
4,942

Fair value of contingent consideration as of December 31, 2016
 
$
7,144

Payments
 
(1,505
)
Change in fair value of contingent consideration
 
(152
)
Fair value of contingent consideration as of March 31, 2017
 
$
5,487

Payments
 
(2,773
)
Change in fair value of contingent consideration
 
63

Fair value of contingent consideration as of June 30, 2017
 
$
2,777


3. Intangible Assets

At June 30, 2017 and December 31, 2016, intangible assets subject to amortization consisted of the following:

 
 
 
 
June 30, 2017
 
December 31, 2016
  
 
Weighted-Average Estimated Useful Life (years)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Gross Carrying Amount
 
Accumulated Amortization
Technology
 
7.9
 
$
25,563

 
$
17,387

 
$
25,563

 
$
15,754

Relationships with financial advisors
 
14.7
 
117,995

 
45,255

 
117,995

 
40,505

Vendor relationships
 
7
 
3,613

 
3,613

 
3,613

 
3,613

Covenants not-to-compete
 
3.9
 
6,421

 
5,343

 
6,421

 
4,638

Customer accounts
 
8.3
 
2,029

 
2,023

 
2,029

 
1,971

Trade names
 
7.7
 
16,910

 
11,131

 
16,910

 
10,017

Renewal revenue
 
7.9
 
41,381

 
15,109

 
41,381

 
12,481

Relationship with investment banking clients
 
4
 
2,586

 
2,586

 
2,586

 
2,586

Leases
 
6
 
861

 
861

 
861

 
861

Referral agreement
 
6.6
 
124

 
124

 
124

 
119

Other
 
6
 
67

 
67

 
67

 
67

Total
 
 
 
$
217,550

 
$
103,499

 
$
217,550

 
$
92,612


Aggregate amortization expense for the six months ended June 30, 2017 and 2016 amounted to $10,887 and $10,326, respectively. The weighted-average amortization period for total amortizable intangibles at June 30, 2017 is 8.97 years. As of June 30, 2017, the remaining estimated amortization expense for each of the five succeeding years and thereafter is as follows:
 
 
Remainder of 2017
$
10,440

2018
20,462

2019
16,987

2020
15,400

2021
10,687

2022 - 2039
40,075

  
$
114,051




11

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


4. 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, Triad, Investacorp, KMS and Ladenburg has elected to compute its net capital under the alternative method allowed by this rule, and, at June 30, 2017, each had a $250 minimum net capital requirement. At June 30, 2017, Securities America had regulatory net capital of $11,052, Triad had regulatory net capital of $7,039, Investacorp had regulatory net capital of $7,242, KMS had regulatory net capital of $6,282 and Ladenburg had regulatory net capital of $23,425.

SSN has elected to compute its net capital under the basic method allowed by the Net Capital Rule and at June 30, 2017, it had net capital of $5,843, which was $4,997 in excess of its required net capital of $846, and had a net capital ratio of 2.17 to 1.

Securities America, Triad, Investacorp, KMS, SSN 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 June 30, 2017, Premier Trust had stockholders’ equity of $1,934, including at least $250 in cash.

5. Income Taxes

The Company’s interim income tax provision or benefit consists of U.S. federal and state income taxes based on the estimated annual effective rate that the Company expects for the full year together with the tax effect of discrete items. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. As of June 30, 2017, the estimated annual effective tax rate for 2017 (exclusive of discrete items) is approximately 33% of projected pre-tax income. Our estimated annual tax expense consists of a deferred tax provision related to tax amortization of indefinite-lived intangibles including goodwill and a provision for state and local income taxes.

For the three and six months ended June 30, 2017, the Company recorded an income tax benefit of $138 on pre-tax income of $1,187 and an income tax benefit of $977 on a pre-tax loss of $3,331, respectively. Based on objective evidence including being in cumulative losses in recent years, the Company continues to maintain a valuation allowance against its net deferred tax assets as of June 30, 2017.

For the three and six months ended June 30, 2016, the Company recorded an income tax provision of $16,225 on a pre-tax loss of $1,576 and an income tax provision of $7,456 on a pre-tax loss of $7,961, respectively. The income tax provisions for both periods include a discrete expense of $6,009 related to an increase in the Company’s valuation allowance related to deferred tax assets existing as of December 31, 2015 and a discrete deferred tax benefit of $921 related to an overaccrual of deferred taxes applicable to goodwill in prior years. In addition, the income tax provision for the three months ended June 30, 2016, includes approximately $10,667 for a cumulative adjustment related to the income tax benefit recorded in the quarter ended March 31, 2016 due to a change in the estimated annual effective rate resulting from an anticipated valuation allowance to be required at year end for deferred tax assets arising in the current year.

In assessing the realizability of deferred tax assets, we evaluate whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized. We assess all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized. This evidence includes, but is not limited to, prior earnings history, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income. Significant weight is given to positive and negative evidence that is objectively verifiable.



12

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


Based on these factors, we established a full valuation allowance against our deferred tax assets effective as of June 30, 2016. In recording the valuation allowance, deferred tax liabilities associated with indefinite lived intangible assets, such as tax deductible goodwill, generally cannot be used as a source of income to realize deferred tax assets with a finite loss carryforward period, as such liabilities would only reverse on impairment or sale of the related asset which events are not anticipated. The Company does not amortize goodwill for financial reporting purposes but has amortized goodwill with tax basis for tax purposes.

6.
Notes Payable

Notes payable consisted of the following:
 
June 30,
2017
 
December 31,
2016
Notes payable to clearing firm under forgivable loans
$
4,285

 
$
4,285

Note payable under subsidiary's term loan with bank
7,815

 
153

Note payable under subsidiary's revolver with bank
392

 
620

Notes payable by subsidiary to certain former shareholders of Highland
6,738

 
6,738

Notes payable to KMS' former shareholders, net of $159 and $221 of unamortized discount in 2017 and 2016, respectively
2,910

 
3,852

Notes payable to SSN's former shareholders, net of $488 and $651 of unamortized discount in 2017 and 2016, respectively
8,433

 
10,769

Total
$
30,573

 
$
26,417


The Company estimates that the fair value of notes payable was $28,755 at June 30, 2017 and $24,494 at December 31, 2016 based on then current interest rates at which similar amounts of debt could then be borrowed (Level 2 inputs). As of June 30, 2017, the Company was in compliance with all covenants in its debt agreements.

At June 30, 2017, the Company had $40,000 available under its $40,000 revolving credit agreement with an affiliate of its principal shareholder. On March 9, 2016, the Company entered into an amendment to the revolving credit agreement to extend the maturity date thereunder for a period of five years to August 25, 2021.

On April 21, 2017, Securities America Financial Corporation ("SAFC") entered into an amended and restated loan agreement with a financial institution. The loan agreement modified the interest rate for new loans under SAFC's revolving credit facility to prime plus 2.25%. As of June 30, 2017, SAFC had $1,000 of availability under the revolving credit facility. This loan agreement also provides for an additional term loan in the aggregate principal amount of $8,000 subject to certain conditions. This second term loan bears interest at 5.75%, with a maturity date of May 1, 2020. The loans are collateralized by the assets of SAFC and Securities America Advisors, Inc.

7. Commitments and Contingencies

Litigation and Regulatory Matters

In December 2014 and January 2015, two purported class action suits were filed in the U.S. District Court for the Southern District of New York against American Realty Capital Partners, Inc. (“ARCP”), certain affiliated entities and individuals, ARCP’s auditing firm, and the underwriters of ARCP’s May 2014 $1,656,000 common stock offering (“May 2014 Offering”) and three prior note offerings. The complaints have been consolidated. Ladenburg was named as a defendant as one of 17 underwriters of the May 2014 Offering and as one of eight underwriters of ARCP’s July 2013 offering of $300,000 in convertible notes. The complaint alleges, among other things, that the offering materials were misleading based on financial reporting of expenses, improperly-calculated AFFO (adjusted funds from operations), and false and misleading Sarbanes-Oxley certifications, including statements as to ARCP’s internal controls, and that the underwriters are liable for violations of federal securities laws. The plaintiffs seek an unspecified amount of compensatory damages, as well as other relief. In June 2016, the court denied the underwriters’ motions to dismiss the complaint. Ladenburg intends to vigorously defend against these claims.



13

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


In November 2015, two purported class action complaints were filed in state court in Tennessee against officers and directors of Miller Energy Resources, Inc. (“Miller”), as well as Miller’s auditors and nine firms that underwrote six securities offerings in 2013 and 2014, and raised approximately $151,000. Ladenburg was one of the underwriters of two of the offerings. The complaints allege, among other things, that the offering materials were misleading based on the purportedly overstated valuation of certain assets, and that the underwriters are liable for violations of federal securities laws. The plaintiffs seek an unspecified amount of compensatory damages, as well as other relief. In December 2015 the defendants removed the complaints to the U.S. District Court for the Eastern District of Tennessee; in November 2016, the cases were consolidated. Defendants' motions to dismiss are pending. Ladenburg intends to vigorously defend against these claims.

In January 2016, an amended complaint for a purported class action was filed in the U.S. District Court for the Southern District of Texas against Plains All American Pipeline, L.P., related entities and their officers and directors. The amended complaint added as defendants Ladenburg and other underwriters of securities offerings in 2013 and 2014 that in the aggregate raised approximately $2,900,000. Ladenburg was one of the underwriters of the October 2013 initial public offering. The complaints allege, among other things, that the offering materials were misleading based on representations concerning the maintenance and integrity of the issuer’s pipelines, and that the underwriters are liable for violations of federal securities laws. The plaintiffs seek an unspecified amount of compensatory damages, as well as other relief. In March 2017 the court granted the defendants’ motions to dismiss without prejudice, and granted the plaintiffs leave to file an amended complaint. In May 2017, the plaintiffs filed a second amended complaint. In July 2017, the defendants filed motions to dismiss, which are pending. Ladenburg intends to vigorously defend against these claims.

In September 2015, Securities America was named as a defendant in lawsuits brought by the bankruptcy trustee of a broker-dealer (U.S. Bankruptcy Court for the District of Minnesota) and a putative class action by the shareholders of that broker-dealer (U.S. District Court for the District of Minnesota). The lawsuits allege that certain of the debtor broker-dealer’s assets were transferred to Securities America in June 2015 for inadequate consideration. In October 2016, a settlement was reached with the bankruptcy trustee resolving those claims; the amount paid in connection with the settlement was not material. The remaining complaint was dismissed without prejudice in May 2017.

Commencing in October 2013, certain states have requested that Securities America provide information concerning the suitability of purchases of non-traded REIT securities by their residents. Securities America has complied with the requests. Securities America has received additional correspondence from three such states concerning sales of non-traded REIT securities to its residents. The Company does not believe that any action is warranted in connection with such state notices and believes that no material outcome would result if an action were commenced.

During the period from May to July 2017, five arbitration claims were filed against Ladenburg by former customers concerning purported unauthorized trading, excessive trading and mishandling of their accounts by a former Ladenburg registered representative. The total amount of compensatory damages asserted in these five claims is in excess of $5,500. In July 2017, a settlement was reached resolving one of its claims; the amount paid in connection with the settlement was not material. Ladenburg intends to vigorously defend against the remaining claims.

In July 2017, the SEC approved a settlement with KMS concerning disclosure of revenues received from KMS's clearing broker relating to sales of no-transaction-fee mutual funds in advisory client accounts and a 2014 reduction in execution and clearing costs that should have been passed on to its clients.  Without admitting or denying the findings, KMS consented to cease and desist from violating sections 206 and 207 of the Investment Advisors Act of 1940, and to pay disgorgement of $383 plus prejudgement interest and a $100 penalty.

SEC examination staff reports provided to Triad and Securities America Advisors, Inc. in May and August 2016, respectively, asserted that the firms had acted inconsistently with their fiduciary duties in recommending and selecting mutual fund share classes that paid 12b-1 fees where lower cost share classes also were available in those same funds. The staff also asserted that the firms’ disclosures of potential conflicts of interest and compensation related to the mutual fund share classes that paid 12b-1 fees were insufficient. Triad has revised its disclosures and has completed restitution to its affected clients. Securities America Advisors, Inc. continues to review the circumstances, including, without limitation, the amounts of such payments and the contents of disclosures to clients, is determining appropriate remedial actions, including restitution to clients, and is in communication with the SEC staff as it seeks to resolve the matter.
 



14

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


In November 2016, a consolidated class action complaint was filed in U.S. District Court for the Western District of Washington against CTI Biopharma Corp., its directors and officers, as well as the underwriters of two securities offerings in 2015 that raised approximately $105,000. Ladenburg was one of the underwriters of the offerings. The complaint alleges, among other things, that the offering materials were misleading in their descriptions of safety results of Phase 3 clinical drug trials for the issuer’s lead drug candidate for myelofibrosis, and that the underwriters are liable for violations of federal securities laws. The plaintiffs seek an unspecified amount of compensatory damages, as well as other relief. Motions to dismiss are pending. In August 2017, the parties entered into memorandum of understanding to settle the class action complaint. The memorandum of understanding provides for no contribution from Ladenburg or the other underwriter defendants. Any final settlement agreement is subject to court approval and other customary terms and conditions. In the event that the lawsuit proceeds, Ladenburg intends to vigorously defend against these claims.

In the ordinary course of business, in addition to the above disclosed matters, the Company's subsidiaries are defendants in other litigation, arbitration and regulatory 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 can be reasonably estimated (after giving effect to any expected insurance recovery), 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 $7,714 at June 30, 2017 for certain pending matters which are included in accounts payable and accrued liabilities. During the three and six months ended June 30, 2017, the Company charged $4,543 and $4,667, respectively, to operations with respect to such matters. For other pending matters, the Company was unable to estimate a range of possible loss; however, in the opinion of management, after consultation with counsel, the ultimate resolution of these matters is not expected to have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity.

Operating Leases
At June 30, 2017, we were obligated under several non-cancelable lease agreements for office space, which provide for future minimum lease payments aggregating approximately $48,835, through January 2030.

Our Ladenburg subsidiary is obligated under an office lease agreement effective February 1, 2017 at 277 Park Avenue, New York, providing for payments of $3,569 through January 20, 2021, which is included in the amount above.

In connection with a new office lease dated March 28, 2016, a subsidiary has an option to lease office space, which has not yet been constructed, for 12 years and, if exercised, would require the payment of an estimated average annual rent of $1,811, subject to certain adjustments. Because the subsidiary has not yet exercised the option to lease the newly-built space, beginning on June 1, 2017, it became required to pay certain holding and operating costs and imputed interest charges in the amount of approximately $25 per month through the earlier of the date the option is exercised and December 31, 2017. If such option is not exercised by December 31, 2017, the subsidiary would be required to pay certain financial penalties.

                                                                                                                                                         
8. Off-Balance-Sheet Risk and Concentration of Credit Risk

Securities America, Triad, Investacorp, KMS, SSN 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, KMS, SSN and Ladenburg has agreed to indemnify such clearing brokers for any resulting losses. Each of such entities 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, KMS, SSN and Ladenburg securities transactions are provided by three clearing brokers. At June 30, 2017, the amount due from these clearing brokers was $55,422, which represents a substantial concentration of credit risk should these clearing brokers be unable to fulfill their obligations.


15

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)



In the normal course of business, Securities America, Triad, Investacorp, KMS, SSN and Ladenburg may enter into transactions in financial instruments with off-balance sheet risk. As of June 30, 2017, 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 fair values of the related securities, and such entities will incur a loss if, at the time of purchase, the fair 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.

9. 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 each of October 2011, November 2014 and November 2016, the board approved an amendment to the repurchase program to permit the repurchase of an additional 5,000,000 shares, 10,000,000 shares and 10,000,000 shares, respectively. Since inception through June 30, 2017, 18,397,874 shares of common stock have been repurchased for $46,887 under the program and have been retired, including the repurchase of 782,874 shares for $1,916 and 897,874 shares for $2,196 during the three and six months ended June 30, 2017, respectively. As of June 30, 2017, 9,102,126 shares remained available for purchase under the program.

Stock Compensation Plans

As of June 30, 2017, there was $2,790 of unrecognized compensation cost for stock-based compensation related to options. This cost is expected to be recognized over the vesting periods of the options, which on a weighted-average basis are approximately 1.53 years for all grants.

On May 12, 2017, the Company reached an agreement with an option holder to voluntarily cancel and terminate an option to purchase 3,000,000 shares of the company's common stock at the per share exercise price of $1.91 in exchange for the Company paying the option holder $850,000.

Options were exercised to purchase 1,569,901 and 1,740,997 shares of the Company’s common stock during the three and six months ended June 30, 2017, respectively, for which the intrinsic value on dates of exercise was $453 and $559.

Restricted stock granted during the six months ended June 30, 2017 was as follows:
Grant Date
 
Final Vesting Date
Shares
Fair Value (1)
January 13, 2017
(2) 
January 13, 2021
1,190,000

$
2,844

January 20, 2017
(2) 
January 20, 2021
301,000

$
674

April 3, 2017
(3) 
January 13, 2021
10,000

$
25,000

May 24, 2017
(2) 
May 24, 2021
240,000

$
535,200

June 7, 2017
(2) 
June 7, 2021
30,000

$
67,800

 
 
 
1,771,000

$
631,518


(1)
Fair value is calculated using the closing price on the grant date.
(2)
Vests in four equal annual installments beginning on the first anniversary of the grant date.
(3)
Vests in four equal installments beginning on January 13, 2018.

During the three and six months ended June 30, 2017, no shares of restricted stock were forfeited.



16

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


As of June 30, 2017, there was $7,308 of unrecognized compensation cost for stock-based compensation related to restricted stock grants, of which $3,658 related to the 2017 grants described above. This cost is expected to be recognized over the vesting periods of the restricted stock, which on a weighted-average basis are approximately 2.70 years for all grants and approximately 3.33 years for the 2017 grants.

Stock-based compensation, including options and restricted stock, attributed to employees was $1,366 and $2,784 for the three and six months ended June 30, 2017.

Stock-based compensation for consultants and independent financial advisors was $12 and $23 for the three and six months ended June 30, 2017. In the three and six months ended June 30, 2017, 25,351 and 165,578 shares, respectively, were surrendered to cover payment of exercise prices and taxes.

Capital Stock

On May 18, 2016, 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
25,000,000 to 50,000,000 and to increase the number of shares of common stock authorized from 800,000,000 to 1,000,000,000.

During the three and six months ended June 30, 2017, the Company sold 398,259 shares of Series A Preferred Stock, pursuant to the Company's “at the market” offering programs, which provided total gross proceeds to the Company of $9,911 , before deducting the commission paid to unaffiliated sales agents and offering expenses aggregating $401 and $428, respectively. During July 2017, the Company sold an additional 12,310 shares of Series A Preferred Stock, which provided total gross proceeds of $305 before deducting selling expenses of $6.

On May 22, 2017, the Company designated an additional 6,554,916 Series A Preferred Stock.

For the three and six months ended June 30, 2017, the Company paid dividends of $7,953 and $15,877, respectively, on its outstanding Series A Preferred Stock based on a monthly dividend of approximately $0.1667 per share.

10. Per Share Data

Basic net loss per common share is computed by dividing net loss attributable to the Company, decreased in the case of income and increased in the case of loss by dividends declared on preferred stock, by the weighted-average number of common shares outstanding.

The dilutive effect of incremental common shares potentially issuable under outstanding options and warrants and unvested restricted stock is included in diluted earnings per share utilizing the treasury stock method. A reconciliation of basic and diluted common shares used in the computation of per share data follows:
 
 
Three Months Ended 
 June 30,
 
 
Six Months Ended 
 June 30,
 
2017
 
2016
 
 
2017
 
2016
Basic weighted-average shares
192,304,828

 
180,674,937

 
 
192,287,816

 
181,019,191

Effect of dilutive securities:
 
 
 
 
 
 
 
 
     Options to purchase common stock

 

 
 

 

     Warrants to purchase common stock

 

 
 

 

Dilutive potential common shares

 

 
 

 

Weighted average common shares outstanding and dilutive potential common shares
192,304,828

 
180,674,937

 
 
192,287,816

 
181,019,191


For the three and six months ended June 30, 2017, options and warrants to purchase 33,923,501 shares of common stock and 3,377,094 unvested restricted shares of common stock were not included in the computation of diluted loss per share as the effect would have been anti-dilutive.


17

LADENBURG THALMANN FINANCIAL SERVICES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited; Dollars in thousands, except share and per share amounts)


For the three and six months ended June 30, 2016, options and warrants to purchase 54,003,799 shares of common stock and 2,245,167 unvested restricted shares of common stock were not included in the diluted computation as the effect would have been anti-dilutive.

11. Noncontrolling Interest

Arbor Point Advisors, LLC (“APA”), a registered investment advisor, which began operations in 2013, provides investment advisory services through APA's licensed investment advisor representatives. Securities America holds an 80% interest in APA and an unaffiliated entity owns a 20% interest.
Because Securities America is the controlling managing member of APA, the results of operations 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.

12. Segment Information

The Company has three operating segments. The independent advisory and brokerage services segment includes the broker-dealer and investment advisory services provided by the Company's independent broker-dealer subsidiaries to their independent contractor financial advisors and the 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. The insurance brokerage segment includes the wholesale insurance brokerage activities provided by Highland, which delivers life insurance, fixed and equity indexed annuities and long-term care solutions to investment and insurance providers, and LTAIS, which provides marketing strategies, product expertise, and back-office processing for fixed and equity-indexed annuities.

Earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted for acquisition-related expense, amortization of retention and forgivable loans, change in fair value of contingent consideration related to acquisitions, non-cash compensation expense, financial advisor recruiting expense and other expense, which includes loss on write-off of receivable from subtenant, excise and franchise tax expense, severance costs and compensation expense that may be paid in stock, 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 and forgivable loans and financial advisor recruiting expenses, or do not involve a cash outlay, such as stock-related compensation, which is expected to remain a key element in our long-term incentive compensation program. EBITDA, as adjusted, should be considered in addition to, rather than as a substitute for, income (loss) before income taxes, net income (loss) and cash flows provided by (used in) operating activities.

Segment information for the three and six months ended June 30, 2017 and 2016 was as follows:

Three Months Ended June 30, 2017
 
Independent
Advisory and Brokerage Services
 
Ladenburg
 
Insurance Brokerage
 
Corporate
 
Total
Revenues
 
$
280,855

 
$
18,011

 
$
12,339

 
$
331

 
$
311,536

Income (loss) before income taxes
 
5,404

 
1,829

 
(1,604
)
 
(4,442
)
(1) 
1,187

EBITDA, as adjusted (3)
 
13,722

 
2,219

 
517

 
(3,301
)
 
13,157

Identifiable assets (2)
 
421,277

 
43,733

 
46,077

 
27,201

 
538,288

Depreciation and amortization
 
5,350

 
124

 
1,806

 
14

 
7,294

Interest
 
277

 

 
171

 
73

 
521

Capital expenditures
 
2,064

 
143

 
101

 
5

 
2,313

Non-cash compensation
 
241

 
157

 
60

 
920

 
1,378

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2016
 

 
 
 
 
 
 
 

Revenues
 
$
243,640

 
$
12,511

 
$
13,418

 
$
206

 
$
269,775

Income (loss) before income taxes
 
3,431

 
(970
)
 
(618
)
 
(3,419
)
(1) 
(1,576
)
EBITDA, as adjusted (3)
 
11,675

 
(460
)
 
1,488

 
(2,192
)
 
10,511

Identifiable assets (2)
 
407,989

 
34,721

 
55,976

 
33,385

 
532,071

Depreciation and amortization
 
5,239

 
186

 
1,799

 
17

 
7,241

Interest
 
808

 

 
170

 
194

 
1,172

Capital expenditures
 
1,648

 
120

 
93

 

 
1,861

Non-cash compensation
 
252

 
135

 
61

 
893

 
1,341

 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
Independent
Advisory and Brokerage Services
 
Ladenburg
 
Insurance Brokerage
 
Corporate
 
Total
Revenues
 
$
546,696

 
$
29,876

 
$
24,640

 
$
615

 
$
601,827

Income (loss) before income taxes
 
8,998

 
1,309

 
(4,119
)
 
(9,519
)
(1) 
(3,331
)
EBITDA, as adjusted (3)
 
25,457

 
2,332

 
74

 
(7,216
)
 
20,647

Identifiable assets (2)
 
421,277

 
43,733

 
46,077

 
27,201

 
538,288

Depreciation and amortization
 
10,800

 
287

 
3,610

 
29

 
14,726

Interest
 
513

 

 
339

 
146

 
998

Capital expenditures
 
4,252

 
276

 
134

 
44

 
4,706

Non-cash compensation
 
509

 
315

 
122

 
1,861

 
2,807

 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2016
 
 
 
 
 
 
 
 
 
 
Revenues
 
$
487,384

 
$
23,033

 
$
24,742

 
$
412

 
$
535,571

Income (loss) before income taxes
 
6,684

 
(4,112
)
 
(3,352
)
 
(7,181
)
(1) 
(7,961
)
EBITDA, as adjusted (3)
 
22,719

 
(3,258
)
 
832

 
(4,709
)
 
15,584

Identifiable assets (2)
 
407,989

 
34,721

 
55,976

 
33,385

 
532,071

Depreciation and amortization
 
10,165

 
361

 
3,556

 
34

 
14,116

Interest
 
1,651

 

 
340

 
388

 
2,379

Capital expenditures
 
3,394

 
120

 
186

 

 
3,700

Non-cash compensation
 
503

 
271

 
122

 
1,800

 
2,696


(1) 
Includes interest expense, compensation, professional fees, and other general and administrative expenses.

(2) 
Identifiable assets are presented as of the end of the period.

(3) 
The following table reconciles income (loss) before income taxes for the three and six months ended June 30, 2017 and 2016 to EBITDA, as adjusted.
 
 
Three Months Ended June 30
 
Six Months Ended June 30
 
 
2017
 
2016
 
2017
 
2016
Income (loss) before income taxes
 
$
1,187

 
$
(1,576
)
 
$
(3,331
)

$
(7,961
)
Adjustments:
 
  

 
  

 
  

 
  

Interest income
 
(98
)
 
(161
)
 
(200
)
 
(295
)
Change in fair value of contingent consideration
 
63

 
49

 
(89
)
 
106

Interest expense
 
521

 
1,172

 
998


2,379

Depreciation and amortization
 
7,294

 
7,241

 
14,726


14,116

Non-cash compensation expense
 
1,378

 
1,341

 
2,807


2,696

Amortization of retention and forgivable loans
 
1,671

 
1,544

 
3,262


2,978

Financial advisor recruiting expense
 
564

 
356

 
1,432


677

Acquisition-related expense
 
89

 
31

 
265


67

Loss attributable to noncontrolling interest
 
3

 
14

 
8


32

Other (1)
 
485

 
500

 
769


789

EBITDA, as adjusted
 
$
13,157

 
$
10,511

 
$
20,647

 
$
15,584

 
 
 
 
 
 
 
 
 
EBITDA, as adjusted
 
 
 
 
 
 
 
 
Independent Advisory and Brokerage Services
 
$
13,722

 
$
11,675

 
$
25,457

 
$
22,719

Ladenburg
 
2,219

 
(460
)
 
2,332

 
(3,258
)
Insurance Brokerage
 
517

 
1,488

 
74

 
832

Corporate
 
(3,301
)
 
(2,192
)
 
(7,216
)
 
(4,709
)
Total segments
 
$
13,157

 
$
10,511

 
$
20,647

 
$
15,584