LPL Financial Holdings Inc.
Apr 30, 2012

LPL Financial Announces First Quarter 2012 Financial Results

— Generated Record Quarterly Revenue of $901.8 million —
— Experienced Enhanced Advisor Productivity and Client Engagement —

BOSTON, April 30, 2012 /PRNewswire/ -- LPL Investment Holdings Inc. (NASDAQ: LPLA) (the "Company"), parent company of LPL Financial LLC ("LPL Financial"), announced today first quarter net income of $41.2 million, or $0.37 per diluted share, down $7.8 million compared to a first quarter 2011 net income of $49.0 million, or $0.43 per diluted share due primarily to a $16.5 million pre-tax charge related to the successful completion of the refinancing of its senior secured credit facilities. Adjusted Earnings, a non-GAAP measure which excludes certain non-cash charges and other adjustments, were $63.2 million, or $0.56 per diluted share, up $3.8 million or 6.4% compared to $59.4 million, or $0.52 per diluted share, in the first quarter of 2011. Net revenue for the first quarter of 2012 increased 3.2% to $901.8 million, from $873.9 million in the prior year period. A reconciliation of our GAAP measures to non-GAAP measures, along with an explanation of these metrics, is provided below.

"We are pleased to announce a positive start to 2012 led by record revenue and Adjusted Earnings for the first quarter," said Mark Casady, LPL Financial chairman and CEO. "This success was driven by the ongoing relationships our advisors maintain with clients. These relationships positioned our advisors for increased productivity as their clients re-engaged in the market.  This financial performance was accompanied by a number of key milestones such as the declaration of a special dividend, plans to initiate future payments of a regular quarterly dividend and the successful completion of our debt refinancing, which increased our financial flexibility while maintaining our ability to invest in the growth of the business.  Our performance underscores the resiliency and predictability of our business model and is anchored by our singular focus on supporting the needs of our advisors and institutions, which allows us to grow through various market cycles."

Mr. Casady continued, "We remain committed to investing in our business to support the long-term growth of the Company and our advisors. Propelled by our scale and capital resources, we continually seek ways to lead innovation in the industry. For example, our investments in the retirement plan market are unlocking further synergies from our acquisition of National Retirement Partners in 2011, including facilitating in-plan advice, capturing IRA rollovers, and increasing automation. We are proud to continue to expand one of the strongest and most effective offerings of tools and services for advisors in the retirement plan arena, where we see increasing opportunity."

For the quarter, total advisory and brokerage assets ended at $354.1 billion, a 7.3% increase from $330.1 billion as of March 31, 2011. Compared to the previous quarter, total advisory and brokerage assets increased 7.2% from $330.3 billion as of December 31, 2011. Net new advisory assets of $2.5 billion during the quarter and positive market conditions resulted in total advisory assets under management of $110.8 billion at quarter-end.

Robert Moore, chief financial officer, commented, "Driven by the increased advisor productivity, total revenue for the first quarter increased 3.2% year-over-year.  Same store sales of our advisors displayed a recovery from the flat performance experienced in the fourth quarter last year. Contributing to our performance, advisors that joined LPL in 2011 exceeded expectations in establishing their practices and generating revenue. Our production payout ratio increased year-over-year, primarily due to strong performance by our larger practices increasing the production bonus component.  We continue to actively manage our ongoing general and administrative expenses and they are consistent with our current trajectory of growth."

Mr. Moore continued, "We remain excited about our business development opportunities as we continue to attract a broad array of advisors, including larger branches, to our platform. Our pipeline remains strong across all channels in the industry, elevating our expectations for new advisor additions in the coming quarters.  This is attributable to the breadth of our services and technology and our ability to consistently invest in resources to help advisors and institutions establish and grow their practices."

Mr. Casady concluded, "The first quarter results reflect the benefit from improving market conditions and the dedication of our advisors to serve their clients, leading to growth in their businesses. The first quarter was highlighted not only by our strong financial results and improved capital structure, but also by the announcement of our intent to acquire Fortigent, a leading provider of high-net-worth solutions and consulting services to RIAs, which closed on April 23, 2012. This was followed by the extension of a significant clearing services agreement and the renegotiation of certain third-party cash sweep contracts. I am encouraged by the productive start to 2012 and I believe that we are well-positioned to pursue our long-term goals."

Financial Highlights

  • As part of our ongoing capital management focus to prioritize sustainable growth and to seek to optimize shareholder value, the Company successfully completed a refinancing of its existing senior secured credit facilities, extending the maturity of the debt and lowering interest expense by approximately $10.0 million annually, based on current interest rates.
  • The Board of Directors declared a one-time special cash dividend of $2.00 per share, payable on May 25, 2012 to all common stockholders of record as of the close of business on May 15, 2012. In addition, the Company plans to pay regular quarterly dividends, initially up to $0.12 ($0.48 annually), beginning in the second half of 2012. The declaration and amount of any regular cash dividends will remain subject in each instance to approval by the Board of Directors.
  • Net revenue for the first quarter of 2012 increased 3.2% to $901.8 million from $873.9 million in the first quarter of 2011. Key drivers of this growth include:
    • Commission revenue increased 2.6% for the first quarter of 2012 compared to the prior year period. Approximately 35% of the increase is from increased sales activity, with the remainder due to market movement.
    • Advisory revenue increased 2.8% for the first quarter of 2012 compared to the prior year period, primarily reflecting growth in advisory assets over the last four quarters, as well as market appreciation.
    • Recurring revenue, a statistical measure reflecting a level of stability in our performance, represented 63.0% of net revenue for the quarter.
  • Total advisory and brokerage assets ended at $354.1 billion as of March 31, 2012, up 7.3% compared to $330.1 billion as of March 31, 2011. Key drivers of this trend include:
    • Advisory assets in the Company's fee-based platforms were $110.8 billion at March 31, 2012, up 11.1% from $99.7 billion at March 31, 2011.
    • Net new advisory assets, which exclude market movement, were $2.5 billion for the three months ended March 31, 2012, primarily as a result of strong new business development and mix shift toward more advisory business. On an annualized basis, this represents 9.0% growth.
  • Revenues generated from the Company's cash sweep programs increased 8.5% to $34.4 million compared to $31.7 million in the prior year period. The assets in the Company's cash sweep programs averaged $21.5 billion for the first quarter of 2012 and $18.9 billion in the year-ago quarter. These revenues were impacted by a decrease in the effective federal funds rate, which averaged 0.10% for the first quarter of 2012 compared to 0.15% for the same period in the prior year. The decrease in the effective federal funds rate was offset by an increase in the insured cash account balances.

Operational Highlights

  • In March, the Company hosted one of its annual conferences for top-producing advisors, attracting 181 attendees, including 17 financial institution program managers, who collectively represent $525.0 million, or 19%, of 2011 production. This conference provides leading advisors with a dynamic educational setting to discuss strategies to drive additional growth and manage the increasing complexity of their practices, through participation in sessions covering LPL Financial's unique offerings and significant technology enhancements.
  • The Company added 554 net new advisors during the twelve months ending March 31, 2012, excluding the attrition of 146 advisors from the UVEST conversion. During the first quarter of 2012, 115 net new advisors joined LPL Financial as the Company continues to build relationships with advisors from all channels across the financial services industry.
  • Assets under custody in the LPL Financial RIA platform, which provides integrated fee- and commission-based capabilities for independent advisors, grew 74.8% to $27.1 billion as of March 31, 2012 encompassing 152 RIA firms, compared to $15.5 billion and 115 RIA firms as of March 31, 2011.
  • 18 of the Company's advisors were recognized in a ranking of the "Top 50 Independent Broker/Dealer Women Advisors in 2011" by Registered Rep, a leading publication for the financial advisor industry. According to Registered Rep, the full list ranked female, independent broker/dealer-affiliated advisors by assets under management as of November 1, 2011 (updated in February 2012), and included only those advisors for whom a majority of assets correspond to retail clients.
  • As LPL Financial continues to grow and diversify, the Company seeks to develop and expand its resources and talent pool. In February, the Company named Joan Khoury managing director and chief marketing officer and appointed Mimi Bock as executive vice president of Independent Advisor Services. Ms. Khoury is responsible for driving the Company's overall marketing strategy, as well as executing programs that will promote advisors' growth and innovation and broaden the strategic reach of LPL Financial. Ms. Bock is responsible for overseeing the growth and satisfaction of over 4,000 LPL Financial independent advisor branch offices, as well as for leading the firm's Business Consulting, Relationship Management, and Education & Consulting teams for Independent Advisor Services. Both roles will be instrumental in promoting LPL Financial's distinctive value proposition to advisors to build and strengthen their client relationships and grow their businesses.
  • LPL Financial announced the additions of Plan Health Check and Fee Comparison & Analysis Evaluation tools to augment the LPL Financial Retirement Partners tool suite for advisors. The tool suite offers a comprehensive collection of retirement plan tools designed to help advisors grow and maintain their book of business in an automated and scalable fashion. In addition, LPL Financial launched its first stage of the IRA rollover program, which facilitates the automated rollover from a defined contribution plan to a retail IRA account managed by an LPL Financial advisor. This program enhances the continuity and quality of independent advice investors can receive in the market place and provides LPL Financial advisors another tool to grow their businesses.

Conference Call and Additional Information

The Company will hold a conference call to discuss results at 8 a.m. EDT on April 30, 2012.  The conference call can be accessed by dialing (877) 677-9122 (domestic) or (708) 290-1401 (international) and entering passcode 66850112. For additional information, please visit the Company's website to access the Q1 2012 Financial Supplement.

The conference call will also be webcast simultaneously on the Investor Relations section of the Company's website (www.lpl.com), where a replay of the call will also be available following the live webcast. A telephonic replay will be available one hour after the call and can be accessed by dialing (855) 859-2056 (domestic) or 404-537-3406 (international) and entering passcode 66850112. The telephonic replay will be available until 11:59 pm on May 7, 2012.

Financial Highlights and Key Metrics
(Dollars in thousands, except per share data and where noted)





Three Months Ended March 31,





2012


2011


% Change

Financial Highlights (unaudited)









Net Revenue




$

901,773



$

873,869



3.2

%

Net Income




$

41,179



$

48,999



(16.0)

%

Earnings Per Share — diluted




$

0.37



$

0.43



(14.0)

%

Non-GAAP Measures:









Adjusted Earnings(1)




$

63,199



$

59,373



6.4

%

Adjusted Earnings Per Share(1)




$

0.56



$

0.52



7.7

%

Adjusted EBITDA(1)




$

124,955



$

124,331



0.5

%
















As of March 31,


2012


2011


% Change

Metric Highlights (unaudited)






Advisors(2)

12,962



12,554



3.2

%

Advisory and Brokerage Assets (billions)(3)

$

354.1



$

330.1



7.3

%

Advisory Assets Under Management (billions)(4)

$

110.8



$

99.7



11.1

%

Net New Advisory Assets (billions)(5)

$

2.5



$

3.7



(32.4)

%

Insured Cash Account Balances (billions)(4)

$

13.9



$

12.3



13.0

%

Money Market Account Balances (billions)(4)

$

7.7



$

6.9



11.6

%

(1) Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Company's results as reported under GAAP. Some of these limitations are:

  • Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share do not reflect all cash expenditures, future requirements for capital expenditures, or contractual commitments;
  • Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share do not reflect changes in, or cash requirements for, working capital needs; and
  • Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt.

The reconciliation from net income to non-GAAP measures Adjusted EBITDA and Adjusted Earnings for the periods presented is as follows (in thousands):


Three Months Ended

March 31,


2012


2011


(unaudited)

Net income

$

41,179



$

48,999


Interest expense

16,032



18,172


Income tax expense

25,684



32,559


Amortization of purchased intangible assets and software(a)

9,832



9,537


Depreciation and amortization of all other fixed assets

7,343



8,628


EBITDA

100,070



117,895


EBITDA Adjustments:




Employee share-based compensation expense(b)

4,160



3,860


Acquisition and integration related expenses(c)

1,858



1,416


Restructuring and conversion costs(d)

2,010



835


Debt extinguishment costs(e)

16,543




Equity issuance and related offering costs



292


Other(f)

314



33


Total EBITDA Adjustments

24,885



6,436


Adjusted EBITDA

$

124,955



$

124,331











Three Months Ended

March 31,


2012


2011


(unaudited)

Net income

$

41,179



$

48,999


After-Tax:




EBITDA Adjustments(g)




Employee share-based compensation expense(h)

3,167



2,901


Acquisition and integration related expenses

1,146



874


Restructuring and conversion costs

1,240



515


Debt extinguishment costs

10,207




Equity issuance and related offering costs



180


Other

194



20


Total EBITDA Adjustments

15,954



4,490


Amortization of purchased intangible assets and software(g)

6,066



5,884


Adjusted Earnings

$

63,199



$

59,373


Adjusted Earnings per share(i)

$

0.56



$

0.52


Weighted average shares outstanding — diluted(j)

112,529



113,196


___________________

(a)  Represents amortization of intangible assets and software as a result of the Company's purchase accounting adjustments from its 2005 merger transaction, as well as various acquisitions.

(b)  Represents share-based compensation for stock options awarded to employees and non-executive directors based on the grant date fair value under the Black-Scholes valuation model.

(c)  Represents acquisition and integration costs resulting from certain of the Company's acquisitions.

(d)  Represents organizational restructuring charges and conversion and other related costs incurred resulting from the 2011 consolidation of UVEST Financial Services Group, Inc. ("UVEST") and the 2009 consolidation of Associated Securities Corp., Inc., Mutual Service Corporation and Waterstone Financial Group, Inc. (together, the "Affiliated Entities"). As of March 31, 2012, approximately 72% and 97%, respectively, of costs related to these two initiatives have been recognized.  The remaining costs largely consist of transition payments made in connection with these two conversions for the retention of advisors and institutions, and conversion and transfer costs that are expected to be recognized into earnings by December 2014. 

(e)  Represents expenses incurred in March 2012 resulting from the early extinguishment and repayment of the Company's senior secured credit facilities under its Third Amended and Restated Credit Agreement, including the write-off of $16.5 million of unamortized debt issuance costs that have no future economic benefit, as well as various other charges incurred in connection with the repayment of the prior senior secured credit facilities and the development of the new senior secured credit facilities.

(f)   Represents excise and other taxes.

(g)  EBITDA Adjustments and amortization of purchased intangible assets and software have been tax effected using a federal rate of 35% and the applicable effective state rate, which was 3.30% for the three months ended March 31, 2012 and 2011, net of the federal tax benefit.

(h)  Represents the after-tax expense of non-qualified stock options in which the Company receives a tax deduction upon exercise, and the full expense impact of incentive stock options granted to employees that have vested and qualify for preferential tax treatment and conversely, the Company does not receive a tax deduction. Share-based compensation for vesting of incentive stock options was $1.6 million and $1.4 million, respectively, for the three months ending March 31, 2012 and 2011.

(i)  Represents Adjusted Earnings, a non-GAAP measure, divided by weighted average number of shares outstanding on a fully diluted basis. Set forth is a reconciliation of earnings per share on a fully diluted basis as calculated in accordance with GAAP to Adjusted Earnings per share, a non-GAAP measure:


For the Three Months Ended

March 31,


2012


2011


(unaudited)

Earnings per share — diluted

$

0.37



$

0.43


After-Tax:




EBITDA Adjustments per share

0.14



0.04


Amortization of purchased intangible assets and software per share

0.05



0.05


Adjusted Earnings per share

$

0.56



$

0.52


(j)  Included within the weighted average share count for the three months ended March 31, 2012, is approximately 850,000 shares resulting from the distribution pursuant to the 2008 Nonqualified Deferred Compensation Plan.

(2)  Advisors are defined as those independent financial advisors and financial advisors at financial institutions who are licensed to do business with the Company's broker-dealer subsidiaries. The number of advisors at March 31, 2012 reflects attrition of 146 advisors related to the integration of the UVEST platform.

(3)  Advisory and brokerage assets are comprised of assets that are custodied, networked, and non-networked and reflect market movement in addition to new assets, inclusive of new business development and net of attrition.  Such totals do not include the market value of client assets held in retirement plans administered by us and trust assets supported by Concord Wealth Management.

(4)  Advisory assets under management, insured cash account balances and money market account balances are components of advisory and brokerage assets. 

(5)  Represents net new advisory assets that are custodied in our fee-based advisory platforms during the three month periods then ended.

Non-GAAP Financial Measures

Adjusted Earnings represent net income before: (a) employee share-based compensation expense, (b) amortization of intangible assets and software, a component of depreciation and amortization, resulting from previous acquisitions, (c) debt extinguishment costs (d) restructuring and conversion costs and (e) equity issuance and related offering costs. Reconciling items are tax effected using the income tax rates in effect for the applicable period, adjusted for any potentially non-deductible amounts. Adjusted Earnings per share represents Adjusted Earnings divided by weighted average outstanding shares on a fully diluted basis. The Company prepared Adjusted Earnings and Adjusted Earnings per share to eliminate the effects of items that it does not consider indicative of its core operating performance. The Company believes this measure provides investors with greater transparency by helping illustrate the underlying financial and business trends relating to results of operations and financial condition and comparability between current and prior periods. Adjusted Earnings and Adjusted Earnings per share are not measures of the Company's financial performance under GAAP and should not be considered as an alternative to net income or earnings per share or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of profitability or liquidity.

Adjusted EBITDA is defined as EBITDA (net income plus interest expense, income tax expense, depreciation and amortization), further adjusted to exclude certain non-cash charges and other adjustments set forth in the table above. The Company presents Adjusted EBITDA because the Company considers it a useful financial metric in assessing the Company's operating performance from period to period by excluding certain items that the Company believes are not representative of its core business, such as certain material non-cash items and other adjustments that are outside the control of management. Adjusted EBITDA is not a measure of the Company's financial performance under GAAP and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP, or as an alternative to cash flows from operating activities as a measure of profitability or liquidity. In addition, Adjusted EBITDA can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments.

Forward-Looking Statements

This press release may contain forward-looking statements (regarding the Company's future financial condition, results of operations, business strategy and financial needs, ability and plans to pay dividends, and other similar matters) that involve risks and uncertainties. Forward-looking statements can be identified by words such as "anticipates," "expects," "believes," "plans," "predicts," and similar terms. Forward-looking statements are not guarantees of future performance and actual results may differ significantly from the results discussed in the forward-looking statements. For example, our board of directors may not approve the payment of quarterly cash dividends or may authorize quarterly cash dividends of a different amount than previously considered or specified. Other factors include, but are not limited to, risks and uncertainties associated with changes in general economic and financial market conditions, fluctuations in the value of assets under management, our ability to integrate our acquisition of Fortigent, effects of competition in the financial services industry, changes in the number of the Company's financial advisors and institutions and their ability to effectively market financial products and services, the effect of current, pending and future legislation, regulation and regulatory actions, and other factors set forth in the Company's Annual Report on Form 10-K for the period ended December 31, 2011, which is available on www.lpl.com and www.sec.gov.

About LPL Financial

LPL Financial, a wholly owned subsidiary of LPL Investment Holdings Inc. (NASDAQ: LPLA), is the nation's largest independent broker-dealer (based on total revenues, Financial Planning magazine, June 1996-2011), a top RIA custodian, and a leading independent consultant to retirement plans.  LPL Financial offers proprietary technology, comprehensive clearing and compliance services, practice management programs and training, and independent research to over 12,900 financial advisors and approximately 680 financial institutions. In addition, LPL Financial supports over 4,400 financial advisors licensed with insurance companies by providing customized clearing, advisory platforms and technology solutions. LPL Financial and its affiliates have approximately 2,700 employees with headquarters in Boston, Charlotte, and San Diego.  For more information, please visit www.lpl.com.

Securities offered through LPL Financial.  Member FINRA/SIPC

LPLA-F

Media Relations

Investor Relations

Michael Herley

Trap Kloman

LPL Financial

LPL Financial

Phone: (212) 521-4897

Phone: (617) 897-4574

Email: michael-herley@kekst.com

Email: investor.relations@lpl.com

 


LPL Investment Holdings Inc.
Condensed Consolidated Statements of Operations
(Dollars in thousands, except per share data)
(Unaudited)


Three Months Ended March 31,


2012


2011


%   Change

Revenues






Commissions

$

463,653



$

451,877



2.6

%

Advisory fees

250,981



244,087



2.8

%

Asset-based fees

97,241



89,823



8.3

%

Transaction and other fees

74,572



73,749



1.1

%

Other

15,326



14,333



6.9

%

Net revenues

901,773



873,869



3.2

%

Expenses






Production

626,907



604,327



3.7

%

Compensation and benefits

89,012



84,142



5.8

%

General and administrative

67,566



66,968



0.9

%

Depreciation and amortization

17,175



18,165



(5.5)

%

Restructuring charges

1,694



537



*

Total operating expenses

802,354



774,139



3.6

%

Non-operating interest expense

16,032



18,172



(11.8)

%

Loss on extinguishment of debt

16,524





*

Total expenses

834,910



792,311



5.4

%

Income before provision for income taxes

66,863



81,558



(18.0)

%

Provision for income taxes

25,684



32,559



(21.1)

%

Net income

$

41,179



$

48,999



(16.0)

%

Earnings per share






Basic

$

0.38



$

0.44



(13.6)

%

Diluted

$

0.37



$

0.43



(14.0)

%

___________________
* Not Meaningful

 

LPL Investment Holdings Inc.
Financial Highlights
(Dollars in thousands, except per share data and where noted)
(Unaudited)


Three Month Quarterly Results


Q1 2012


Q4 2011


Q3 2011


Q2 2011


Q1 2011

REVENUES










Commissions

$

463,653



$

404,382



$

438,294



$

459,882



$

451,877


Advisory fees

250,981



251,219



267,878



264,289



244,087


Asset-based fees

97,241



89,706



89,691



90,504



89,823


Transaction and other fees

74,572



71,227



78,476



68,755



73,749


Other

15,326



12,119



8,518



10,566



14,333


Net revenues

901,773



828,653



882,857



893,996



873,869


EXPENSES










Production(1)

626,907



586,123



623,886



634,088



604,327


Compensation and benefits

89,012



79,237



77,337



81,410



84,142


General and administrative

67,566



58,553



76,063



61,644



66,968


Depreciation and amortization

17,175



16,947



19,222



18,407



18,165


Restructuring charges

1,694



8,372



7,684



4,814



537


Total operating expenses

802,354



749,232



804,192



800,363



774,139


Non-operating interest expense

16,032



15,835



16,603



18,154



18,172


Loss on extinguishment of debt

16,524










Total expenses

834,910



765,067



820,795



818,517



792,311


INCOME BEFORE PROVISION FOR INCOME TAXES

66,863



63,586



62,062



75,479



81,558


PROVISION FOR INCOME TAXES

25,684



24,138



25,634



29,972



32,559


NET INCOME

$

41,179



$

39,448



$

36,428



$

45,507



$

48,999


EARNINGS PER SHARE










Basic

$

0.38



$

0.36



$

0.33



$

0.41



$

0.44


Diluted

$

0.37



$

0.35



$

0.32



$

0.40



$

0.43


FINANCIAL CONDITION










Total Cash & Cash Equivalents (billions)

$

0.7



$

0.7



$

0.7



$

0.7



$

0.6


Total Assets (billions)

$

3.8



$

3.8



$

3.7



$

3.7



$

3.7


Total Debt (billions)(2)

$

1.4



$

1.3



$

1.3



$

1.3



$

1.3


Stockholders' Equity (billions)

$

1.2



$

1.3



$

1.3



$

1.3



$

1.3


KEY METRICS










Advisors

12,962



12,847



12,799



12,660



12,554


Production Payout(1)

86.4

%


88.0

%


87.0

%


86.3

%


85.4

%

Advisory and Brokerage Assets (billions)

$

354.1



$

330.3



$

316.4



$

340.8



$

330.1


Advisory Assets Under Management (billions)

$

110.8



$

101.6



$

96.3



$

103.2



$

99.7


Net New Advisory Assets (billions)(3)

$

2.5



$

1.0



$

3.0



$

3.1



$

3.7


Insured Cash Account Balances (billions)(4)

$

13.9



$

14.4



$

14.2



$

13.2



$

12.3


Money Market Account Balances (billions)(4)

$

7.7



$

8.0



$

8.9



$

8.2



$

6.9


Adjusted EBITDA(5)

$

124,955



$

100,796



$

111,596



$

122,997



$

124,331


Adjusted Earnings(5)

$

63,199



$

48,838



$

51,567



$

58,807



$

59,373


Adjusted Earnings per share(5)

$

0.56



$

0.44



$

0.46



$

0.52



$

0.52


_____________________________

(1)  Production expense is comprised of commission and advisory fees and brokerage, clearing and exchange fees. Production payout, a statistical measure, excludes brokerage, clearing and exchange fees and is calculated as commission and advisory fees divided by commission and advisory revenues.

(2)  Represents borrowings on the Company's senior secured credit facilities, revolving line of credit and bank loans payable.

(3)  Represents net new advisory assets that are custodied in our fee-based advisory platforms during the three month periods then ended.

(4)  Represents insured cash and money market account balances as of each reporting period.

(5)  The reconciliation from net income to non-GAAP measures Adjusted EBITDA and Adjusted Earnings for the periods presented is as follows (in thousands, except per share data):


Q1 2012


Q4 2011


Q3 2011


Q2 2011


Q1 2011


(unaudited)

Net income

$

41,179



$

39,448



$

36,428



$

45,507



$

48,999


Interest expense

16,032



15,835



16,603



18,154



18,172


Income tax expense

25,684



24,138



25,634



29,972



32,559


Amortization of purchasedintangible 
   assets and software(a)

9,832



9,849



9,909



9,686



9,537


Depreciation and amortization of all other
   fixed assets

7,343



7,098



9,313



8,721



8,628


EBITDA

100,070



96,368



97,887



112,040



117,895


EBITDA Adjustments:










Employee share-based compensation
  expense(b)

4,160



3,858



3,833



3,427



3,860


Acquisition and integration related
  expenses(c)

1,858



(8,020)



1,241



1,548



1,416


Restructuring and conversion costs(d)

2,010



8,532



8,086



4,599



835


Debt extinguishment costs(e)

16,543










Equity issuance and offering related
  costs(f)





421



1,349



292


Other(g)

314



58



128



34



33


Total EBITDA Adjustments

24,885



4,428



13,709



10,957



6,436


Adjusted EBITDA

$

124,955



$

100,796



$

111,596



$

122,997



$

124,331













Q1 2012


Q4 2011


Q3 2011


Q2 2011


Q1 2011


(unaudited)

Net income

$

41,179



$

39,448



$

36,428



$

45,507



$

48,999


After-Tax:










EBITDA Adjustments(h)










Employee share-based compensation
    expense(i)

3,167



2,961



2,933



2,677



2,901


Acquisition and integration related
    expenses

1,146



(4,948)



765



955



874


Restructuring and conversion costs

1,240



5,264



4,989



2,838



515


Debt extinguishment costs

10,207










Equity issuance and offering
    related costs





260



832



180


Other

194



36



79



21



20


Total EBITDA Adjustments

15,954



3,313



9,026



7,323



4,490


Amortization of purchased intangible
    assets and software(h)

6,066



6,077



6,113



5,977



5,884


Adjusted Earnings

$

63,199



$

48,838



$

51,567



$

58,807



$

59,373


Adjusted Earnings per share(j)

$

0.56



$

0.44



$

0.46



$

0.52



$

0.52


Weighted average shares outstanding — diluted(k)

112,529



111,095



111,173



113,150



113,196


______________________________

(a)  Represents amortization of intangible assets and software as a result of the Company's purchase accounting adjustments from its 2005 merger transaction, as well as various acquisitions.

(b)  Represents employee share-based compensation for stock options awarded to employees and non-executive directors based on the grant date fair value under the Black-Scholes valuation model.

(c)  Represents acquisition and integration costs resulting from certain of the Company's acquisitions. As previously disclosed, the Company has been involved in a legal dispute with a third-party indemnitor under a purchase and sale agreement with respect to the indemnitor's refusal to make indemnity payments that the Company believed were required under the purchase and sale agreement. The Company settled this legal dispute in the fourth quarter of 2011.  Accordingly, the Company received a $10.5 million cash settlement, $9.8 million of which has been excluded from the presentation of Adjusted EBITDA, a non-GAAP measure. 

(d)  Represents organizational restructuring charges and conversion and other related costs incurred resulting from the 2011 consolidation of UVEST and the 2009 consolidation of the Affiliated Entities. As of March 31, 2012, approximately 72% and 97%, respectively, of costs related to these two initiatives have been recognized.  The remaining costs largely consist of transition payments made in connection with these two conversions for the retention of advisors and institutions, and conversion and transfer costs that are expected to be recognized into earnings by December 2014. 

(e)  Represents expenses incurred in March 2012 resulting from the early extinguishment and repayment of the Company's senior secured credit facilities under its Third Amended and Restated Credit Agreement, including the write-off of $16.5 million of unamortized debt issuance costs that have no future economic benefit, as well as various other charges incurred in connection with the repayment of the prior senior secured credit facilities and the development of the new senior secured credit facilities.

(f)  Represents equity issuance and offering costs related to the closing of a secondary offering in the second quarter of 2011.

(g)  Represents excise and other taxes.

(h)  EBITDA Adjustments and amortization of purchased intangible assets, a component of depreciation and amortization, have been tax effected using a federal rate of 35% and the applicable effective state rate, which was 3.30% for the periods presented, net of the federal tax benefit.

(i)  Represents the after-tax expense of non-qualified stock options in which the Company receives a tax deduction upon exercise, and the full expense impact of incentive stock options granted to employees that have vested and qualify for preferential tax treatment and conversely, the Company does not receive a tax deduction. Employee share-based compensation for vesting of incentive stock options was $1.6 million, $1.5 million, $1.5 million, $1.5 million and $1.4 million for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

(j)  Set forth is a reconciliation of earnings per share on a fully diluted basis as calculated in accordance with GAAP to Adjusted Earnings per share, a non-GAAP measure:


Q1 2012


Q4 2011


Q3 2011


Q2 2011


Q1 2011


(unaudited)

Earnings per share — diluted

$

0.37



$

0.35



$

0.32



$

0.40



$

0.43


Adjustment for allocation of undistributed earnings to stock units



0.01





0.01




After-Tax:










EBITDA Adjustments per share

0.14



0.03



0.09



0.06



0.04


Amortization of purchased intangible assets per share

0.05



0.05



0.05



0.05



0.05


Adjusted Earnings per share

$

0.56



$

0.44



$

0.46



$

0.52



$

0.52


(k)  Included within the weighted average share count for the three months ended March 31, 2012, is approximately 850,000 shares resulting from the distribution pursuant to the 2008 Nonqualified Deferred Compensation Plan.

SOURCE LPL Investment Holdings Inc.

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