Quarterly report pursuant to sections 13 or 15(d)

Notes Payable

Notes Payable

3 Months Ended

Mar. 31, 2013

Notes payable consisted of the following:



	March 31, 2013		December 31, 2012
Note payable under revolving credit agreement with principal shareholder	$	25,960	$	25,500
Notes payable to clearing firm under forgivable loans	18,214		18,214
Note payable to a subsidiary of Premier Trust’s former shareholder	627		685
Notes payable to finance Securities America acquisition, net of $6,622 and $7,120 of unamortized discount in 2013 and 2012, respectively	154,079		153,580
Total	$	198,880	$	197,979

The Company estimates that the fair value of notes payable was $188,578 at March 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 March 31, 2013, the Company was in compliance with all debt covenants in its debt agreements.

The lenders for the notes to finance the Securities America acquisition 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. A special committee of the Company's Board of Directors was formed to review and consider the terms of the November 2011 financing, and, 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 the Company and its unaffiliated shareholders.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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