LPL Financial Holdings Inc.
LPL Investment Holdings Inc. (Form: 10-Q, Received: 11/02/2011 16:32:56)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011
or
o
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: 001-34963
LPL Investment Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
20-3717839
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)

One Beacon Street, Boston, MA 02108
(Address of Principal Executive Offices) (Zip Code)

(617) 423-3644
(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. x Yes      o 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).
x Yes      o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

   Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o
 
 
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes      x No
The number of shares of Common Stock, par value $0.001 per share, outstanding as of October 26, 2011 was 110,378,484.

TABLE OF CONTENTS
Item Number
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

i

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and current reports and other information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission, or SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s internet site at
http://www.sec.gov .

On our internet website, http://www.lpl.com , we post the following recent filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Hard copies of all such filings are available free of charge by request via email ( investor.relations@lpl.com ), telephone (617) 897-4574, or mail (LPL Financial Investor Relations at One Beacon Street, 22nd Floor, Boston, MA 02108). The information contained or incorporated on our website is not a part of this Quarterly Report on Form 10-Q.

      When we use the terms “LPLIH”, “we”, “us”, “our”, and the “Company” we mean LPL Investment Holdings Inc., a Delaware corporation, and its consolidated subsidiaries, taken as a whole, unless the context otherwise indicates.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this Quarterly Report on Form 10-Q contain forward-looking statements (regarding future financial position, budgets, business strategy, projected costs, plans, objectives of management for future operations, 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 there are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements including, but not limited to, changes in general economic and financial market conditions, fluctuations in the value of assets under management, effects of competition in the financial services industry, changes in the number of our financial advisors and institutions and their ability to effectively market financial products and services, the effect of current, pending and future legislation and regulation and regulatory actions. In particular, you should consider the numerous risks outlined in Part I, Item IA— “Risk Factors” in our 2010 Annual Report on Form 10-K filed with the SEC.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. You should not rely upon forward-looking statements as predictions of future events. Unless required by law, we will not undertake and we specifically disclaim any obligation to release publicly the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of events, whether or not anticipated. In that respect, we wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

ii

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

LPL INVESTMENT HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share data)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2011
 
2010
 
2011
 
2010
REVENUES:
 
 
 
 
 
 
 
Commissions
$
438,294

 
$
385,273

 
$
1,350,053

 
$
1,194,414

Advisory fees
267,878

 
212,344

 
776,254

 
633,820

Asset-based fees
89,691

 
81,599

 
270,018

 
230,485

Transaction and other fees
78,476

 
70,243

 
220,980

 
205,738

Interest income, net of operating interest expense
5,036

 
5,105

 
15,288

 
14,882

Other
3,482

 
5,400

 
18,129

 
14,192

Net revenues
882,857

 
759,964

 
2,650,722

 
2,293,531

EXPENSES:
 
 
 
 
 
 
 
Commissions and advisory fees
614,068

 
517,266

 
1,833,433

 
1,569,424

Compensation and benefits
77,337

 
74,627

 
242,889

 
223,024

Promotional
28,660

 
23,497

 
62,985

 
49,141

Depreciation and amortization
19,222

 
19,772

 
55,794

 
67,472

Occupancy and equipment
13,637

 
12,979

 
41,556

 
36,742

Professional services
10,656

 
14,683

 
33,309

 
37,950

Brokerage, clearing and exchange
9,818

 
8,362

 
28,868

 
25,944

Communications and data processing
9,235

 
7,693

 
26,823

 
24,509

Regulatory fees and expenses
6,441

 
6,038

 
19,385

 
18,715

Restructuring charges
7,684

 
1,863

 
13,035

 
10,434

Other
7,434

 
7,661

 
20,617

 
21,311

Total operating expenses
804,192

 
694,441

 
2,378,694

 
2,084,666

Non-operating interest expense
16,603

 
19,511

 
52,929

 
71,530

Loss on extinguishment of debt

 

 

 
37,979

Total expenses
820,795

 
713,952

 
2,431,623

 
2,194,175

INCOME BEFORE PROVISION FOR INCOME TAXES
62,062

 
46,012

 
219,099

 
99,356

PROVISION FOR INCOME TAXES
25,634

 
19,868

 
88,165

 
39,658

NET INCOME
$
36,428

 
$
26,144

 
$
130,934

 
$
59,698

EARNINGS PER SHARE (Note 13):
 
 
 
 
 
 
 
Basic
$
0.33

 
$
0.30

 
$
1.19

 
$
0.68

Diluted
$
0.32

 
$
0.26

 
$
1.15

 
$
0.59


See notes to unaudited condensed consolidated financial statements.


1

Table of Contents

LPL INVESTMENT HOLDINGS INC. AND SUBSIDIARIES
 
Condensed Consolidated Statements of Financial Condition
(Unaudited)
(Dollars in thousands, except par value)
 
 
September 30,
2011
 
December 31,
2010
ASSETS
 
 
 
Cash and cash equivalents
$
663,189

 
$
419,208

Cash and securities segregated under federal and other regulations
267,845

 
373,634

Receivables from:
 
 
 
 Clients, net of allowance of $515 at September 30, 2011 and $655 at December 31, 2010
282,491

 
271,051

Product sponsors, broker-dealers and clearing organizations
165,460

 
203,332

Others, net of allowances of $7,207 at September 30, 2011 and $6,796 at December 31, 2010
188,676

 
169,391

Securities owned:
 
 
 
Trading
7,557

 
9,259

Held-to-maturity
10,131

 
9,563

Securities borrowed
10,447

 
8,391

Income taxes receivable
8,088

 
144,041

Fixed assets, net of accumulated depreciation and amortization of $299,984 at September 30, 2011 and $276,501 at December 31, 2010
83,636

 
78,671

Goodwill
1,334,086

 
1,293,366

Intangible assets, net of accumulated amortization of $201,858 at September 30, 2011 and $172,726 at December 31, 2010
547,652

 
560,077

Debt issuance costs, net of accumulated amortization of $17,925 at September 30, 2011 and $14,106 at December 31, 2010
19,893

 
23,711

Other assets
61,726

 
82,472

Total assets
$
3,650,877

 
$
3,646,167

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
LIABILITIES:
 
 
 
Drafts payable
$
137,294

 
$
182,489

Payables to clients
378,742

 
383,289

Payables to broker-dealers and clearing organizations
50,024

 
39,070

Accrued commissions and advisory fees payable
109,316

 
130,408

Accounts payable and accrued liabilities
153,262

 
154,586

Unearned revenue
56,449

 
53,618

Interest rate swaps
2,068

 
7,281

Securities sold but not yet purchased — at fair value
156

 
4,821

Senior credit facilities
1,336,161

 
1,386,639

Deferred income taxes — net
129,990

 
130,211

Total liabilities
2,353,462

 
2,472,412

STOCKHOLDERS’ EQUITY:
 
 
 
Common stock, $.001 par value; 600,000,000 shares authorized; 110,366,555 shares issued at September 30, 2011 and 108,714,757 shares issued at December 31, 2010
110

 
109

Additional paid-in capital
1,130,275

 
1,051,722

Treasury stock, at cost — 2,617,629 shares at September 30, 2011 and 0 shares at December 31, 2010
(89,037
)
 

Accumulated other comprehensive loss
(1,287
)
 
(4,496
)
Retained earnings
257,354

 
126,420

Total stockholders’ equity
1,297,415

 
1,173,755

Total liabilities and stockholders’ equity
$
3,650,877

 
$
3,646,167




See notes to unaudited condensed consolidated financial statements.

2

Table of Contents

LPL INVESTMENT HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(Amounts in thousands)

 
Common Stock
 
Additional
Paid-In
Capital
 
Treasury Stock
 
Stockholder
Loans
 
Accumulated
Other
Comprehensive
Loss
 
Retained
Earnings
 
Total
Stockholders'
Equity
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
 
BALANCE - December 31, 2009
94,215

 
$
87

 
$
679,277

 

 
$

 
$
(499
)
 
$
(11,272
)
 
$
183,282

 
$
850,875

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
59,698

 
59,698

Unrealized gain on interest rate
swaps, net of tax expense of $2,229
 
 
 
 
 
 
 
 
 
 
 
 
5,398

 
 
 
5,398

Total comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
65,096

Revocation of restricted stock awards
(25
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Exercise of stock options
30

 
 
 
56

 
 
 
 
 
 
 
 
 
 
 
56

Excess tax benefits from share-based compensation
 
 
 
 
272

 
 
 
 
 
 
 
 
 
 
 
272

Stockholder loans
 
 
 
 
 
 
 
 
 
 
447

 
 
 
 
 
447

Share-based compensation
 
 
 
 
10,121

 
 
 
 
 
 
 
 
 
 
 
10,121

Issuance of common stock
20

 
 
 
468

 
 
 
 
 
 
 
 
 
 
 
468

BALANCE - September 30, 2010
94,240

 
$
87

 
$
690,194

 

 
$

 
$
(52
)
 
$
(5,874
)
 
$
242,980

 
$
927,335

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE - December 31, 2010
108,715

 
$
109

 
$
1,051,722

 

 
$

 
$

 
$
(4,496
)
 
$
126,420

 
$
1,173,755

Comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
130,934

 
130,934

 Unrealized gain on interest rate
 swaps, net of tax expense of $2,004
 
 
 
 
 
 
 
 
 
 
 
 
3,209

 
 
 
3,209

Total comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
134,143

Treasury stock purchases
 
 
 
 
 
 
(2,618
)
 
(89,037
)
 
 
 
 
 
 
 
(89,037
)
Exercise of stock options
1,652

 
1

 
8,746

 
 
 
 
 
 
 
 
 
 
 
8,747

Excess tax benefits from share-based compensation
 
 
 
 
57,277

 
 
 
 
 
 
 
 
 
 
 
57,277

Share-based compensation
 
 
 
 
12,530

 
 
 
 
 
 
 
 
 
 
 
12,530

BALANCE - September 30, 2011
110,367

 
$
110

 
$
1,130,275

 
(2,618
)
 
$
(89,037
)
 
$

 
$
(1,287
)
 
$
257,354

 
$
1,297,415


See notes to unaudited condensed consolidated financial statements.

3

Table of Contents

LPL INVESTMENT HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in thousands)

 
Nine Months Ended
September 30,
 
2011
 
2010
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
130,934

 
$
59,698

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Noncash items:
 
 
 
Depreciation and amortization
55,794

 
67,472

Amortization of debt issuance costs
3,818

 
3,623

Excess tax benefits from share-based compensation
(57,277
)
 
(272
)
Share-based compensation
12,530

 
10,121

Loss on disposal of fixed assets
102

 

Impairment of fixed assets

 
840

Loss on extinguishment of debt

 
37,979

Provision for bad debts
1,111

 
3,682

Deferred income tax provision
(5,953
)
 
(22,711
)
Impairment of intangible assets
2,643

 

Lease abandonment
414

 

Loan forgiveness
1,146

 
3,932

Other
1,751

 
193

Changes in operating assets and liabilities:
 
 
 
Cash and securities segregated under federal and other regulations
105,789

 
44,659

Receivables from clients
(11,301
)
 
(17,804
)
Receivables from product sponsors, broker-dealers and clearing organizations
37,872

 
(12,452
)
Receivables from others
(20,908
)
 
(26,234
)
Securities owned
1,234

 
(3,284
)
Securities borrowed
(2,056
)
 
(782
)
Other assets
(1,150
)
 
2,548

Drafts payable
(45,195
)
 
18,902

Payables to clients
(4,547
)
 
(85,698
)
Payables to broker-dealers and clearing organizations
10,954

 
8,203

Accrued commissions and advisory fees payable
(21,092
)
 
10,968

Accounts payable and accrued liabilities
(24,263
)
 
5,298

Unearned revenue
2,831

 
200

Income taxes receivable/payable
193,230

 
63

Securities sold but not yet purchased
(4,665
)
 
(1,323
)
Net cash provided by operating activities
363,746

 
107,821


See notes to unaudited condensed consolidated financial statements.

4

Table of Contents


LPL INVESTMENT HOLDINGS INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows - (Continued)
(Unaudited)
(Dollars in thousands)

 
Nine Months Ended
September 30,
 
2011
 
2010
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Capital expenditures
$
(24,339
)
 
$
(10,934
)
Purchase of securities classified as held-to-maturity
(4,634
)
 
(5,392
)
Proceeds from maturity of securities classified as held-to-maturity
4,000

 
5,200

Acquisitions (Note 3)
(37,184
)
 

Deposits of restricted cash
(3,040
)
 
(4,121
)
Release of restricted cash
18,923

 
2,971

Net cash used in investing activities
(46,274
)
 
(12,276
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Repayment of senior credit facilities
(50,478
)
 
(9,091
)
Proceeds from senior credit facilities

 
566,700

Redemption of subordinated notes

 
(579,563
)
Payment of debt issuance costs

 
(7,181
)
Payment of deferred transaction costs

 
(3,253
)
Purchase of treasury stock
(89,037
)
 

Proceeds from stock options exercised
8,747

 
56

Excess tax benefits from share-based compensation
57,277

 
272

Issuance of common stock

 
468

Net cash used in financing activities
(73,491
)
 
(31,592
)
NET INCREASE IN CASH AND CASH EQUIVALENTS
243,981

 
63,953

CASH AND CASH EQUIVALENTS — Beginning of period
419,208

 
378,594

CASH AND CASH EQUIVALENTS — End of period
$
663,189

 
$
442,547

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
 
 
Interest paid
$
52,981

 
$
73,994

Income taxes paid
$
44,379

 
$
62,804

NONCASH DISCLOSURES:
 
 
 
Capital expenditures purchased through short-term credit
$
3,444

 
$
2,436

Increase in unrealized gain on interest rate swaps, net of tax expense
$
3,209

 
$
5,398

Discount on proceeds from senior credit facilities recorded as debt issuance costs
$

 
$
13,300


See notes to unaudited condensed consolidated financial statements.


5

Table of Contents

LPL INVESTMENT HOLDINGS INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

1. Organization and Description of the Company
LPL Investment Holdings Inc. (“LPLIH”), a Delaware holding corporation, together with its consolidated subsidiaries (collectively, the “Company”) provides an integrated platform of proprietary technology, brokerage and investment advisory services to independent financial advisors and financial advisors at financial institutions (collectively “advisors”) in the United States. Through its proprietary technology, custody and clearing platforms, the Company provides access to diversified financial products and services enabling its advisors to offer independent financial advice and brokerage services to retail investors (their “clients”).

2. Basis of Presentation
      Quarterly Reporting — The unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal recurring nature. The Company’s results for any interim period are not necessarily indicative of results for a full year or any other interim period. Certain reclassifications were made to previously reported amounts in the unaudited condensed consolidated financial statements and notes thereto to make them consistent with the current period presentation.
The unaudited condensed consolidated financial statements do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States of America (“GAAP”). Accordingly, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the related notes for the year ended December 31, 2010 , contained in the Company’s Annual Report on Form 10-K as filed with the SEC. The Company has evaluated subsequent events up to and including the date these unaudited condensed consolidated financial statements were issued.
      Consolidation — These unaudited condensed consolidated financial statements include the accounts of LPLIH and its subsidiaries. Intercompany transactions and balances have been eliminated. Equity investments in which the Company exercises significant influence but does not exercise control and is not the primary beneficiary are accounted for using the equity method.
      Use of Estimates — The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates estimates, including those related to revenue and related expense recognition, asset impairment, valuation of accounts receivable, valuation of financial derivatives, contingencies and litigation, valuation and recognition of share-based payments and income taxes. These accounting policies are stated in the notes to the audited consolidated financial statements for the year ended December 31, 2010 , contained in the Annual Report on Form 10-K as filed with the SEC. These estimates are based on the information that is currently available and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could vary from these estimates under different assumptions or conditions and the differences may be material to the unaudited condensed consolidated financial statements.
      Reportable Segment — The Company’s internal reporting is organized into three service channels; Independent Advisor Services, Institution Services and Custom Clearing Services, which are designed to enhance the services provided to its advisors and financial institutions. These service channels qualify as individual operating segments, but are aggregated and viewed as one single reportable segment due to their similar economic characteristics, products and services, production and distribution process, regulatory environment and quantitative thresholds.
     

6

Table of Contents

Fair Value of Financial Instruments — The Company’s financial assets and liabilities are carried at fair value or at amounts that, because of their short-term nature, approximate current fair value, with the exception of its indebtedness. The Company carries its indebtedness at amortized cost and measures the implied fair value of its debt instruments using trading levels obtained from a third-party service provider. As of September 30, 2011 , the carrying amount and fair value of the Company’s indebtedness was approximately $1,336 million and $1,323 million, respectively. As of December 31, 2010 , the carrying amount and fair value were approximately $1,387 million and $1,390 million, respectively. See Note 5 for additional detail regarding the Company’s fair value measurements.
      Acquisitions — The Company accounts for acquisitions as business combinations, and recognizes, separately from goodwill, assets acquired and liabilities assumed at their respective fair values as of the acquisition date. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed.
      Recently Issued Accounting Pronouncements — Recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2011 , as compared to the recent accounting pronouncements described in the Company’s 2010 Annual Report on Form 10-K, that are of significance, or potential significance, to the Company are discussed below.
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, Fair Value Measurement (Topic 820)—Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”), which clarifies the wording and disclosures required in Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), to converge with those used in International Financial Reporting Standards. The update explains how to measure and disclose fair value under ASC 820. However, the FASB does not expect the changes in this standard’s update to alter the current application of the requirements in ASC 820. The provisions of ASU 2011-04 are effective for public entities prospectively for interim and annual periods beginning after December 15, 2011, and early adoption is prohibited. Therefore, ASU 2011-04 is effective for the Company during the first quarter of fiscal 2012. The Company does not expect ASU 2011-04 to have a material impact on its results of operations, financial condition, or cash flows.
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (ASC Topic 220)—Presentation of Comprehensive Income (“ASU 2011-05”), which amends current comprehensive income guidance by eliminating the option to present the components of other comprehensive income as part of the statement of stockholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted. The Company does not anticipate the adoption of ASU 2011-05 to have a material impact on its results of operations, financial condition, or cash flows as the only requirement is a change in the format of the current presentation.

In September 2011, the FASB issued ASU No. 2011-08, Goodwill and Other (ASC Topic 350)—Testing Goodwill for Impairment (“ASU 2011-08”), which updated guidance on the periodic testing of goodwill for impairment. This guidance will allow companies to assess qualitative factors to determine if it is more-likely-than-not that goodwill might be impaired and whether it is necessary to perform the two-step goodwill impairment test required under current accounting standards. ASU 2011-08 will be effective for public companies during annual periods beginning after December 15, 2011, with early adoption permitted. The Company has elected to adopt ASU 2011-08 on the first day of its fourth fiscal quarter (October 1), coinciding with its 2011 annual goodwill impairment test. The Company does not anticipate the adoption of ASU 2011-08 to have a material impact on its results of operations, financial condition, or cash flows.

3. Acquisitions
      National Retirement Partners, Inc.
On July 14, 2010, the Company announced a definitive agreement pursuant to which it would acquire certain assets of National Retirement Partners, Inc. (“NRP”). NRP's advisors offer retirement products, consulting, and investment services to retirement plan sponsors and plan participants as well as comprehensive financial services to plan participants. This strategic acquisition further enhances the capabilities and presence of the Company in the group retirement space.

7

Table of Contents

On February 9, 2011, the transaction closed. The Company paid $17.2 million at the closing of the transaction and placed $3.7 million of cash into escrow subject to adjustment pursuant to the terms of the purchase agreement. In the third quarter of 2011, the Company accrued additional consideration of $1.1 million pursuant to the terms of the asset purchase agreement, which has been included in accounts payable and accrued liabilities on the unaudited condensed consolidated statements of financial condition. In October 2011, the Company paid $4.8 million of cash consideration, consisting of $3.7 million from escrow and $1.1 million in additional consideration that was previously accrued.
The Company may be required to pay future consideration to former shareholders of NRP that is contingent upon the achievement of certain revenue-based milestones in the third year following the acquisition. There is no maximum amount of contingent consideration; however, the Company has estimated the amount of future payment of contingent consideration to be $7.9 million. Immediately following the close of the transaction, the Company paid $2.0 million of the contingent consideration in advance to former shareholders of NRP, which reduced the remaining amount of future contingent consideration to be paid to $5.9 million.

The Company estimated the fair value of the remaining contingent consideration to be $3.3 million at the close of the transaction, which was determined using a discounted cash flow methodology based on financial forecasts determined by management that includes assumptions about revenue growth, operating margins and discount rates. The Company has recorded the $3.3 million of contingent consideration within accounts payable and accrued liabilities, and re-measures contingent consideration at fair value at each interim reporting period with changes recognized in earnings (see Note 5).
Including the contingent consideration of $5.3 million, total consideration for the NRP acquisition was $25.3 million . Transaction costs associated with the Company’s acquisition of NRP totaling $4.8 million were expensed as incurred through other expense in the unaudited condensed consolidated statements of operations. Of these transaction costs, $2.5 million were incurred during the nine months ending September 30, 2011 .
      Concord Capital Partners, Inc.
On April 20, 2011, the Company announced its intent to acquire all of the outstanding common stock of Concord Capital Partners, Inc. (“Concord Wealth Management” or “CCP”). Concord Wealth Management is an industry leader in providing technology and open architecture investment management solutions for trust departments of financial institutions. Through this acquisition, the Company will have the ability to support both the brokerage and trust business lines of current and prospective financial institutions. The acquisition will also create new expansion opportunities such as giving the Company the ability to custody personal trust assets within banks across the country.
On June 22, 2011, the transaction closed. The Company paid $20.0 million , net of cash acquired, at the closing of the transaction to the former shareholders of Concord Wealth Management and placed $2.3 million of cash into escrow subject to adjustment pursuant to the terms of the stock purchase agreement. As of September 30, 2011 , $2.3 million remains in an escrow account to be paid to former shareholders of Concord Wealth Management in accordance with the terms of the stock purchase agreement. The Company has classified the escrow account as restricted cash, which is included in other assets on the unaudited condensed consolidated statements of financial condition.
The Company may be required to pay future consideration that is contingent upon the achievement of certain gross margin-based milestones for the year ended December 31, 2013. The maximum amount of contingent consideration is $15.0 million, which also represents the Company's estimated amount of future payment.
     
The Company estimated the fair value of the contingent consideration to be $11.5 million at the close of the transaction, which was determined using a discounted cash flow methodology based on financial forecasts determined by management that includes assumptions about growth in gross margin, and discount rates. The Company has recorded the contingent consideration of $11.5 million within accounts payable and accrued liabilities, and re-measures contingent consideration at fair value at each interim reporting period with changes recognized in earnings (see Note 5).
Including the contingent consideration of $11.5 million, the total consideration for the acquisition was approximately $33.8 million . During the nine months ending September 30, 2011 , the Company incurred transaction costs associated with its acquisition of Concord Wealth Management totaling $1.0 million which were recorded as other expense in the unaudited condensed consolidated statements of operations.

8

Table of Contents

The Company is in the process of finalizing the purchase allocations and the value of contingent considerations for NRP and CCP; therefore, the provisional measures of goodwill, intangibles, fixed assets, and contingent consideration are subject to change.
Set forth below is a reconciliation of assets acquired and liabilities assumed during the nine months ended September 30, 2011 (in thousands):
 
NRP
 
CCP
 
Total
Goodwill
$
13,698

 
$
27,022

 
$
40,720

Accounts receivable

 
770

 
770

Other assets

 
190

 
190

Intangibles
11,800

 
7,550

 
19,350

Fixed assets(1)

 
3,950

 
3,950

Accounts payable and accrued liabilities
(190
)
 
(5,721
)
 
(5,911
)
Net assets acquired
$
25,308

 
$
33,761

 
$
59,069

________________________________
(1)
Fixed assets acquired from CCP relate primarily to internally developed software, which amortizes over 5 years.

Set forth below is supplemental cash flow information for the nine months ended September 30, 2011 (in thousands):
 
NRP
 
CCP
 
Total
Cash payments, net of cash acquired
$
17,215

 
$
19,969

 
$
37,184

Cash held in escrow(1)
3,670

 
2,250

 
5,920

Cash consideration paid in October 2011(1)
1,123

 

 
1,123

Contingent consideration
3,300

 
11,542

 
14,842

 Total purchase price
$
25,308

 
$
33,761

 
$
59,069

________________________________
(1)
In October 2011, the Company paid $4.8 million pursuant to the terms of the NRP asset purchase agreement, consisting of $3.7 million from escrow and $1.1 million in additional consideration.
The Company preliminarily allocated the estimated purchase price to specific amortizable intangible asset categories as follows (dollars in thousands):
 
Amortization
Period  
 
Amount
Assigned  
NRP
 
 
 
Client relationships
11.0 years
 
$
4,730

Advisor relationships
9.0 years
 
4,080

Product sponsor relationships
4.0 years
 
2,990

Total intangible assets acquired from NRP
 
 
$
11,800

 
 
 
 
CCP
 
 
 
Client relationships
15.0 years
 
$
7,550


Pro-forma information related to the acquisitions was not included because the impact on the Company’s unaudited condensed consolidated statements of operations, financial condition and cash flows was not considered to be material.



9

Table of Contents

4. Restructuring
      Consolidation of UVEST Financial Services Group, Inc.
On March 14, 2011, the Company committed to a corporate restructuring plan to consolidate the operations of UVEST Financial Services Group, Inc. (“UVEST”) with LPL Financial LLC (“LPL Financial”). The restructuring plan was effected to enhance the Company’s service offering, while also generating efficiencies. In connection with the consolidation, certain registered representatives currently associated with UVEST will move to LPL Financial through a transfer of their licenses. The first wave of transfers was completed in July 2011. The second wave is scheduled to occur in October 2011 and the final transfers are expected to be completed in December 2011. Following the transfer of registered representatives and client accounts to LPL Financial, all registered representatives and client accounts that transferred shall be associated with LPL Financial and all of the Company’s securities business will be done through a single broker-dealer. In addition, UVEST will terminate its clearing relationship with a third-party clearing firm and file a broker-dealer withdrawal request with the Financial Industry Regulatory Authority ("FINRA").
The Company estimates total expenditures associated with the initiative to be approximately $47.6 million over the course of the restructuring plan. These expenditures are comprised of advisor retention and related benefits, contract termination fees, technology costs, non-cash charges for the impairment of intangible assets resulting from advisor attrition and other expenses principally relating to the conversion and transfer of registered representatives and client accounts from UVEST to LPL Financial.
The following table summarizes the balance of accrued expenses and the changes in the accrued amounts as of and for the nine months ended September 30, 2011 (in thousands):
 
Accrued
Balance at
December 31,
2010

 
Costs
Incurred(1)
 
Payments
 
Non-cash
 
Accrued
Balance at
September 30,
2011

 
Total
Expected
Restructuring
Costs
Conversion and transfer costs(2)
$

 
$
6,168

 
$
(4,745
)
 
$

 
$
1,423

 
$
30,575

Contract termination fees

 
3,022

 

 

 
3,022

 
8,963

Advisor retention and related benefits

 
421

 
(364
)
 
(57
)
 

 
5,025

Asset impairments

 
2,643

 

 
(2,643
)
 

 
3,000

Total
$

 
$
12,254

 
$
(5,109
)
 
$
(2,700
)
 
$
4,445

 
$
47,563

________________________________
(1)
At September 30, 2011 , costs incurred represent the total cumulative costs incurred.
(2)
At September 30, 2011 , total expected restructuring costs include approximately $15.6 million in cash expenditures for application development. Of these costs approximately $11.5 million are expected to be capitalized as internally-developed software that have a useful life ranging from three to five years, with expense being recorded as depreciation and amortization within the unaudited condensed consolidated statements of operations. As of September 30, 2011 , approximately $8.7 million has been spent on development activities of which approximately $6.3 million has been capitalized, with the remainder included in costs incurred. The Company anticipates capitalizing an additional $5.0 million to $6.0 million of internally-developed software over the next six months.

5. Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are prioritized within a three-level fair value hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.


10

Table of Contents

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The Company’s fair value measurements are evaluated within the fair value hierarchy, based on the nature of inputs used to determine the fair value at the measurement date. At September 30, 2011 , the Company had the following financial assets and liabilities that are measured at fair value on a recurring basis:
      Cash Equivalents — The Company’s cash equivalents include money market funds, which are short term in nature with readily determinable values derived from active markets.
      Securities Owned and Securities Sold But Not Yet Purchased — The Company’s trading securities consist of house account model portfolios for the purpose of benchmarking the performance of its fee based advisory platforms and temporary positions resulting from the processing of client transactions. Examples of these securities include money market funds, U.S. treasuries, mutual funds, certificates of deposit, traded equity securities and debt securities.
The Company uses prices obtained from independent third-party pricing services to measure the fair value of its trading securities. Prices received from the pricing services are validated using various methods including comparison to prices received from additional pricing services, comparison to available quoted market prices and review of other relevant market data including implied yields of major categories of securities. In general, these quoted prices are derived from active markets for identical assets or liabilities. When quoted prices in active markets for identical assets and liabilities are not available, the quoted prices are based on similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. For certificates of deposit and treasury securities, the Company utilizes market-based inputs including observable market interest rates that correspond to the remaining maturities or the next interest reset dates. At September 30, 2011 , the Company did not adjust prices received from the independent third-party pricing services.
      Other Assets — The Company’s other assets include deferred compensation plan assets that are invested in money market funds and mutual funds which are actively traded and valued based on quoted market prices in active markets.
      Accounts Payable and Accrued Liabilities — The Company’s accounts payable and accrued liabilities include contingent consideration from its acquisitions. Contingent consideration is measured by discounting, to present value, the contingent payments expected to be made based on the Company’s estimates of certain financial targets expected to result from the acquisitions. See Note 3 for more information regarding the acquisitions and related contingent consideration.
      Interest Rate Swaps — The Company’s interest rate swaps are not traded on a market exchange; therefore, the fair values are determined using models which include assumptions about the London Interbank Offered Rate (“LIBOR”) yield curve at interim reporting dates as well as counterparty credit risk and the Company’s own non-performance risk.
There have been no transfers of assets or liabilities between fair value measurement classifications during the nine months ended September 30, 2011 .

11

Table of Contents

The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis at September 30, 2011 (in thousands):
 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Fair Value
Measurements
At September 30, 2011:
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Cash equivalents
$
516,254

 
$

 
$

 
$
516,254

Securities owned — trading:
 
 
 
 
 
 
 
Money market funds
4

 

 

 
4

Mutual funds
6,461

 

 

 
6,461

Equity securities
48

 

 

 
48

Debt securities

 
121

 

 
121

Certificates of deposit

 
23

 

 
23

U.S. treasury obligations
900

 

 

 
900

Total securities owned — trading
7,413

 
144

 

 
7,557

Other assets
21,155

 

 

 
21,155

Total assets at fair value
$
544,822

 
$
144

 
$

 
$
544,966

Liabilities
 
 
 
 
 
 
 
Securities sold but not yet purchased:
 
 
 
 
 
 
 
Mutual funds
$
122

 
$

 
$

 
$
122

Equity securities
3

 

 

 
3

Debt securities

 
5

 

 
5

Certificates of deposit

 
26

 

 
26

Total securities sold but not yet purchased
125

 
31

 

 
156

Interest rate swaps

 
2,068

 

 
2,068

Accounts payable and accrued liabilities

 

 
15,775

 
15,775

Total liabilities at fair value
$
125

 
$
2,099

 
$
15,775

 
$
17,999


Certain assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value measurement in certain circumstances, for example, when evidence of impairment exists. During the nine months ended September 30, 2011 , the Company recorded an asset impairment charge of $2.6 million for certain intangible assets that were determined to have no estimated fair value (See Note 7 ). The fair value was determined based on the loss of future expected cash flows for institutional relationships that were not retained as a result of the Company’s ongoing consolidation of UVEST with LPL Financial. The Company has determined that the impairment qualifies as a Level 3 measurement under the fair value hierarchy.

12

Table of Contents

Changes in Level 3 Recurring Fair Value Measurements
Set forth below is a reconciliation of contingent consideration classified as accounts payable and accrued liabilities on the unaudited condensed consolidated statements of financial condition and measured at fair value on a recurring basis using significant unobservable inputs (Level 3). Contingent consideration is measured by discounting, to present value, the contingent payments expected to be made based on the Company’s estimates of certain financial targets expected to result from the acquisitions.
Nine Months Ended September 30, 2011  (in thousands):
 
Fair value at December 31, 2010
$

Issuances of contingent consideration
16,842

Total unrealized losses included in earnings (1)
933

Payments
(2,000
)
Fair value at September 30, 2011
$
15,775

________________________________
(1) Represents the accretion of interest as the contingent consideration approaches the future expected payment.

The following table summarizes the Company’s financial assets and financial liabilities measured at fair value on a recurring basis at December 31, 2010 (in thousands):
 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Fair Value
Measurements
At December 31, 2010:
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
Cash equivalents
$
279,048

 
$

 
$

 
$
279,048

Securities owned — trading:
 
 
 
 
 
 
 
Money market funds
316

 

 

 
316

Mutual funds
7,300

 

 

 
7,300

Equity securities
17

 

 

 
17

Debt securities

 
516

 

 
516

U.S. treasury obligations
1,010

 

 

 
1,010

Certificates of deposit

 
100

 

 
100

Total securities owned — trading
8,643

 
616

 

 
9,259

Other assets
17,175

 

 

 
17,175

Total assets at fair value
$
304,866

 
$
616

 
$

 
$
305,482

Liabilities
 
 
 
 
 
 
 
Securities sold but not yet purchased:
 
 
 
 
 
 
 
Mutual funds
$
4,563

 
$

 
$

 
$
4,563

Equity securities
204

 

 

 
204

Debt securities

 
54

 

 
54

Total securities sold but not yet purchased
4,767

 
54

 

 
4,821

Interest rate swaps

 
7,281

 

 
7,281

Total liabilities at fair value
$
4,767

 
$
7,335

 
$

 
$
12,102


6. Held-to-Maturity Securities

The Company holds certain investments in securities including U.S. government notes. The Company has both the intent and the ability to hold these investments to maturity and classifies them as such. Interest income is accrued as earned. Premiums and discounts are amortized using a method that approximates the effective yield method over the term of the security and are recorded as an adjustment to the investment yield.


13

Table of Contents

The amortized cost, gross unrealized gains and fair value of securities held-to-maturity were as follows (in thousands):
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Fair Value
At September 30, 2011:
 
 
 
 
 
U.S. government notes
$
10,131

 
$
38

 
$
10,169

 
 
 
 
 
 
At December 31, 2010:
 
 
 
 
 
U.S. government notes
$
9,563

 
$
69

 
$
9,632


The maturities of securities held-to-maturity at September 30, 2011 were as follows (in thousands):
 
Within 1 Year
 
1-3 Years
 
Total
U.S. government notes — at amortized cost
$
8,368

 
$
1,763

 
$
10,131

U.S. government notes — at fair value
$
8,404

 
$
1,765

 
$
10,169


7. Goodwill and Intangible Assets
 
A summary of the activity in goodwill is presented below (in thousands):
Balance at December 31, 2010
$
1,293,366

 
Acquisition of NRP (Note 3)
13,698

(1)
Acquisition of CCP (Note 3)
27,022

(1)
Balance at September 30, 2011
$
1,334,086

 
________________________________
(1)
This is a provisional amount and is subject to change (see Note 3 ).
 
During the nine months ended September 30, 2011 , and in conjunction with the corporate restructuring plan to consolidate UVEST, certain institutional relationships were determined to have no future economic benefit. Accordingly, the Company has recorded an intangible asset impairment charge of $2.6 million. The impairment was determined based upon the attrition of institutions and their related revenue streams during the period of consolidation. The Company has recorded the intangible asset impairment as a restructuring charge (See Note 4 ) and has classified as such on the unaudited condensed consolidated statements of operations.
 

14

Table of Contents

The components of intangible assets as of September 30, 2011 and December 31, 2010 are as follows (dollars in thousands):
 
Weighted
 Average Life 
Remaining
 
Gross
 Carrying 
Value
 
 Accumulated 
Amortization
 
Net
 Carrying 
Value
At September 30, 2011:
 
 
 
 
 
 
 
Definite-lived intangible assets:
 
 
 
 
 
 
 
Advisor and financial institution relationships
13.5
 
$
459,861

 
$
(135,769
)
 
$
324,092

Product sponsor relationships
14.2
 
234,920

 
(64,583
)
 
170,337

Client relationships
13.1
 
14,910

 
(1,506
)
 
13,404

Total definite-lived intangible assets
 
 
$
709,691

 
$
(201,858
)
 
$
507,833

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
Trademark and trade name
 
 
 
 
 
 
39,819

Total intangible assets
 
 
 
 
 
 
$
547,652

 
 
 
 
 
 
 
 
At December 31, 2010:
 
 
 
 
 
 
 
Definite-lived intangible assets:
 
 
 
 
 
 
 
Advisor and financial institution relationships
 
 
$
458,424

 
$
(116,687
)
 
$
341,737

Product sponsor relationships
 
 
231,930

 
(55,255
)
 
176,675

Client relationships
 
 
2,630

 
(784
)
 
1,846

Total definite-lived intangible assets
 
 
$
692,984

 
$
(172,726
)
 
$
520,258

Indefinite-lived intangible assets:
 
 
 
 
 
 
 
Trademark and trade name
 
 
 
 
 
 
39,819

Total intangible assets
 
 
 
 
 
 
$
560,077


Total amortization expense of intangible assets was $9.9 million and $9.3 million for the three months ended September 30, 2011 , and 2010, respectively, and $29.1 million and $27.8 million for the nine months ended September 30, 2011 , and 2010, respectively. Amortization expense for each of the fiscal years ended December 31, 2011 (remainder) through 2015 and thereafter is estimated as follows (in thousands):
2011 — remainder
$
9,849

2012
39,058

2013
38,277

2014
38,000

2015
37,120

Thereafter
345,529

Total
$
507,833


8. Income Taxes
The Company’s effective income tax rate differs from the federal corporate tax rate of 35%, primarily as a result of state taxes, settlement contingencies and expenses that are not deductible for tax purposes. These items resulted in effective tax rates of 41.3% and 43.2% for the three months ended September 30, 2011 and 2010, respectively, and 40.2% and 39.9% for the nine months ended September 30, 2011 and 2010, respectively. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.



15

Table of Contents

9. Indebtedness
      Senior Secured Credit Facilities Term Loans — On May 24, 2010, the Company entered into a Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”). The Amended Credit Agreement amended and restated the Company’s Second Amended and Restated Credit Agreement, dated as of June 18, 2007. Pursuant to the Amended Credit Agreement, the Company established a new term loan tranche of $580.0 million maturing on June 28, 2017 (the “2017 Term Loans”) and recorded $16.6 million in debt issuance costs that are capitalized in the unaudited condensed consolidated statements of financial condition. The Company also extended the maturity of a $500.0 million tranche of its term loan facility to June 25, 2015 (the “2015 Term Loans”), with the remaining $317.1 million tranche of the term loan facility maturing on the original maturity date of June 28, 2013 (the “2013 Term Loans”).
The applicable margin for borrowings with respect to the (a) 2013 Term Loans is currently 0.75% for base rate borrowings and 1.75% for LIBOR borrowings and could change depending on the Company’s credit rating; (b) 2015 Term Loans is currently 1.75% for base rate borrowings and 2.75% for LIBOR borrowings, and (c) 2017 Term Loans is currently 2.75% for base rate borrowings and 3.75% for LIBOR borrowings. The LIBOR Rate with respect to the 2015 Term Loans and the 2017 Term Loans shall in no event be less than 1.50%.
Borrowings under the Company’s senior secured term loan facilities bear interest at a base rate equal to either one, two, three, six, nine or twelve-month LIBOR plus the applicable margin, or an alternative base rate (“ABR”) plus the applicable margin. The ABR is equal to the greater of the prime rate or the effective federal funds rate plus 1/2 of 1.00% for the 2013 Term Loans and the greater of the prime rate, effective federal funds rate plus 1/2 of 1.00%, or 2.50% for the 2015 Term Loans and the 2017 Term Loans. The senior secured credit facilities are subject to certain financial and nonfinancial covenants. As of September 30, 2011 and December 31, 2010 , the Company was in compliance with such covenants. The Company may voluntarily repay outstanding loans under its senior secured credit facilities at any time without premium or penalty, other than customary “breakage” costs with respect to LIBOR loans. In September 2011, the Company's corporate credit rating was upgraded to Ba2 from Ba3 by a leading credit rating agency. The upgrade did not affect the interest rate or the covenants in the senior secured credit facilities.
On January 31, 2011, the Company repaid $40.0 million of term loans under its senior secured credit facilities using net proceeds received in its initial public offering, which was completed in the fourth quarter of 2010, as well as other cash on hand.
      Senior Secured Credit Facilities — Revolving Line of Credit — On January 25, 2010, the Company amended its senior secured credit facilities to increase the revolving credit facility from $100.0 million to $218.2 million, $10.0 million of which is being used to support the issuance of an irrevocable letter of credit for its subsidiary, The Private Trust Company, N.A. (“PTC”). As a result of the amendment, the Company paid $2.8 million in debt issuance costs, which have been capitalized within the unaudited condensed consolidated statements of financial condition and are being amortized as additional interest expense over the expected term of the related debt agreement. The Company also extended the maturity of a $163.5 million tranche of the revolving credit facility to June 28, 2013, while the remaining $54.7 million tranche retains its original maturity date of December 28, 2011. The tranche maturing in 2013 is priced at LIBOR + 3.50% with a commitment fee of 0.75%. The tranche maturing in 2011 maintains its previous pricing of LIBOR + 2.00% with a commitment fee of 0.375%. There was no outstanding balance on the revolving facility at September 30, 2011 or December 31, 2010 .
   
Bank Loans Payable — The Company maintains three uncommitted lines of credit. Two of the lines have an unspecified limit, and are primarily dependent on the Company’s ability to provide sufficient collateral. The other line has a $150.0 million limit and allows for both collateralized and uncollateralized borrowings. The lines were utilized in 2011 and 2010; however, there were no balances outstanding at September 30, 2011 or December 31, 2010 .

16

Table of Contents

The Company’s outstanding borrowings were as follows (in thousands):
 
 
 
September 30, 2011
 
December 31, 2010
 
Maturity
 
Balance
 
Interest
Rate
 
Balance
 
Interest
Rate
Senior secured term loan:
 
 
 
 
 
 
 
 

 
 
 
Hedged with interest rate swaps
6/28/2013
 
$
65,000

 
2.12
%
(1)
 
$
210,000

 
2.05
%
(5)
Unhedged:
 
 
 
 
 
 
 
 

 
 

 
2013 Term Loans
6/28/2013
 
238,281

 
1.99
%
(2)
 
104,739

 
2.01
%
(6)
2015 Term Loans
6/25/2015
 
478,185

 
4.25
%
(3)
 
496,250

 
4.25
%
(7)
2017 Term Loans
6/28/2017
 
554,695

 
5.25
%
(4)
 
575,650

 
5.25
%
(8)
Total borrowings
 
 
1,336,161

 
 
 
 
1,386,639

 
 

 
Less current borrowings (maturities within 12 months)
 
 
13,971

 
 
 
 
13,971

 
 

 
Long-term borrowings — net of current portion
 
 
$
1,322,190

 
 
 
 
$
1,372,668

 
 
 
________________________________
(1)
As of September 30, 2011 , the variable interest rate for the hedged portion of the 2013 Term Loans is based on the three-month LIBOR of 0.37%, plus the applicable interest rate margin of 1.75%.
 
(2)
As of September 30, 2011 , the variable interest rate for the unhedged portion of the 2013 Term Loans is based on the one-month LIBOR of 0.24%, plus the applicable interest rate margin of 1.75%.
 
(3)
As of September 30, 2011 , the variable interest rate for the unhedged portion of the 2015 Term Loans is based on the greater of the one-month LIBOR of 0.24% or 1.50%, plus the applicable interest rate margin of 2.75%.
 
(4)
As of September 30, 2011 , the variable interest rate for the unhedged portion of the 2017 Term Loans is based on the greater of the one-month LIBOR of 0.24% or 1.50%, plus the applicable interest rate margin of 3.75%.
 
(5)
As of December 31, 2010 , the variable interest rate for the hedged portion of the 2013 Term Loans is based on the three-month LIBOR of 0.30%, plus the applicable interest rate margin of 1.75%.
 
(6)
As of December 31, 2010 , the variable interest rate for the unhedged portion of the 2013 Term Loans is based on the one-month LIBOR of 0.26%, plus the applicable interest rate margin of 1.75%.
 
(7)
As of December 31, 2010 , the variable interest rate for the unhedged portion of the 2015 Term Loans is based on the greater of the one-month LIBOR of 0.26% or 1.50%, plus the applicable interest rate margin of 2.75%.
 
(8)
As of December 31, 2010 , the variable interest rate for the unhedged portion of the 2017 Term Loans is based on the greater of the one-month LIBOR of 0.26% or 1.50%, plus the applicable interest rate margin of 3.75%.

The average balance outstanding in the revolving and uncommitted line of credit facilities was approximately $0.4 million and $0.1 million for the three months ended September 30, 2011 and 2010 , respectively, and approximately $0.1 million and $2.8 million for the nine months ended September 30, 2011 and 2010, respectively. The weighted-average interest rate was 1.00% and 1.00% for the three months ended September 30, 2011 , and 2010 , respectively, and 1.00% and 1.16% for the nine months ended September 30, 2011 , and 2010 , respectively.


17

Table of Contents

The minimum calendar year payments and maturities of the senior secured borrowings as of September 30, 2011 are as follows (in thousands):
2011 — remainder
$
3,494

2012
13,971

2013
310,117

2014
10,800

2015
467,735

Thereafter
530,044

Total
$
1,336,161


10. Interest Rate Swaps
An interest rate swap is a financial derivative instrument whereby two parties enter into a contractual agreement to exchange payments based on underlying interest rates. The Company uses interest rate swaps to hedge the variability on its floating rate senior secured term loan. The Company is required to pay the counterparty to the agreement fixed interest payments on a notional balance and in turn, receives variable interest payments on that notional balance. Payments are settled quarterly on a net basis.
At September 30, 2011 , the Company has an interest rate swap with a notional balance of $65.0 million and a fair value of $ 2.1 million that carries a fixed pay rate of 4.85% and has a current variable receive rate of 0.37%, with a maturity date of June 30, 2012. The effective rate from June 30, 2011 through September 29, 2011 was 0.25%, and the rate resets on the last day of the period.
The interest rate swap qualifies for hedge accounting and has been designated by the Company as a cash flow hedge against specific payments due on its senior secured term loan. As of September 30, 2011 , the Company assessed the interest rate swap as being highly effective and expects it to continue to be highly effective. Accordingly, the changes in fair value of the interest rate swap have been recorded as other comprehensive loss, with the fair value included as a liability on the Company’s unaudited condensed consolidated statements of financial condition. The Company has recorded net unrealized gains of $0.8 million and $1.2 million for the three months ended September 30, 2011 and 2010 , respectively, and $5.2 million and $7.6 million for the nine months ended September 30, 2011 and 2010 , respectively, to accumulated other comprehensive loss related to the change in fair value. The Company has reclassified $0.8 million and $2.3 million to interest expense from accumulated other comprehensive loss for the three months ended September 30, 2011 , and 2010 , respectively. For the nine months ended September 30, 2011 , and 2010 , respectively, the Company reclassified $5.5 million and $10.9 million to interest expense from accumulated other comprehensive loss. Based on current interest rate assumptions and assuming no additional interest rate swap agreements are entered into, the Company expects to reclassify $2.9 million or $1.7 million after tax, from other comprehensive loss as additional interest expense over the next 12 months.

11. Commitments and Contingencies

      Leases — The Company leases certain office space and equipment at its headquarters and other locations under various operating leases. These leases are generally subject to scheduled base rent and maintenance cost increases, which are recognized on a straight-line basis over the period of the leases.

      Service Contracts — The Company is party to certain long-term contracts for systems and services that enable back office trade processing and clearing for its product and service offerings. One agreement, for clearing services, contains no minimum annual purchase commitment, but the agreement provides for certain penalties should the Company fail to maintain a certain threshold of client accounts.


18

Table of Contents

Future minimum payments under leases, lease commitments and other noncancellable contractual obligations with remaining terms greater than one year as of September 30, 2011 are as follows (in thousands):
2011 — remainder
$
7,188

2012
28,132

2013
20,528

2014
12,653

2015
10,364

Thereafter
34,593

Total(1)
$
113,458

________________________________
(1)
Minimum payments have not been reduced by minimum sublease rental income of $6.1 million due in the future under noncancellable subleases.
Total rental expense for all operating leases was $4.2 million and $4.3 million for the three months ended September 30, 2011 and 2010, respectively, and $12.9 million and $12.8 million for the nine months ended September 30, 2011 and 2010, respectively.
      Guarantees — The Company occasionally enters into certain types of contracts that contingently require it to indemnify certain parties against third-party claims. The terms of these obligations vary and, because a maximum obligation is not explicitly stated, the Company has determined that it is not possible to make an estimate of the amount that it could be obligated to pay under such contracts.
Through its subsidiary LPL Financial, the Company provides guarantees to securities clearing houses and exchanges under their standard membership agreements, which require a member to guarantee the performance of other members. Under these agreements, if a member becomes unable to satisfy its obligations to the clearing houses and exchanges, all other members would be required to meet any shortfall. The Company’s liability under these arrangements is not quantifiable and may exceed the cash and securities it has posted as collateral. However, the potential requirement for the Company to make payments under these agreements is remote. Accordingly, no liability has been recognized for these transactions.
      Loan Commitments — From time to time, the Company makes loans to its advisors, primarily to newly recruited advisors to assist in the transition process. Due to timing differences, the Company may make commitments to issue such loans prior to actually funding them. These commitments are generally contingent upon certain events occurring, including but not limited to the advisor joining the Company. The loans may be forgivable. The Company had no significant unfunded commitments at September 30, 2011 .
      Litigation — The Company has been named as a defendant or respondent in various legal actions, including principally arbitrations. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages, the Company is unable to predict what the eventual loss or range of loss related to such matters will be. The Company recognizes a legal liability when it believes it is probable a liability has occurred and the amount can be reasonably estimated. Defense costs are expensed as incurred and classified as professional services within the unaudited condensed consolidated statements of operations. When there is indemnification or insurance for legal actions, the Company may defend or settle such matters and subsequently seek reimbursement.
In connection with various acquisitions, and pursuant to the purchase and sale agreements, the Company has received third-party indemnification for certain legal proceedings and claims. These matters have been defended and paid directly by the indemnifying party.
On October 1, 2009, the Company’s subsidiary, LPL Holdings, Inc. (“LPLH”), received written notice from a third-party indemnitor under a certain purchase and sale agreement asserting that it is no longer obligated to indemnify the Company for certain claims under the provisions of the purchase and sale agreement. The Company believed that this assertion was without merit and commenced litigation to enforce its indemnity rights. On March 31, 2011, the court entered judgment granting the Company’s motion for summary judgment in all respects, denied all counterclaims by the third party indemnitor and awarded attorney fees to the Company. On May 2, 2011, the third party indemnitor filed a notice of appeal. The Company filed its appellate brief on October 5, 2011.

19

Table of Contents

During the third quarter of 2010, the Company settled two arbitrations that involve activities covered under the third-party indemnification agreement described above. In connection with these settlements, the Company recorded a receivable from the indemnifying party of $8.9 million that has been fully reserved pending resolution of the litigation described above. The remaining claims outstanding for which the indemnifying party is disputing its obligation involve alleged damages that are not material to the Company’s unaudited condensed consolidated statements of financial condition, operations or cash flows.
The Company believes, based on the information available at this time, after consultation with counsel, consideration of insurance, if any, and indemnifications provided by the third-party indemnitors, notwithstanding the assertions by an indemnifying party noted in the preceding paragraphs, that the outcomes will not have a material adverse impact on unaudited condensed consolidated statements of financial condition, operations or cash flows.
      Other Commitments — As of September 30, 2011 , the Company had received collateral primarily in connection with client margin loans with a market value of approximately $346.8 million , which it can sell or repledge. Of this amount, approximately $169.7 million has been pledged or sold as of September 30, 2011 ; $134.4 million was pledged to banks in connection with unutilized secured margin lines of credit, $18.8 million was pledged to the Options Clearing Corporation ("OCC"), and $16.5 million  million was loaned to the Depository Trust Company (“DTC”) through participation in its Stock Borrow Program. As of December 31, 2010 , the Company had received collateral primarily in connection with client margin loans with a market value of approximately $326.9 million , which it can sell or repledge. Of this amount, approximately $167.4 million has been pledged or sold as of December 31, 2010 ; $145.8 million was pledged to banks in connection with unutilized secured margin lines of credit, $13.5 million was pledged to the OCC, and $8.1 million was loaned to the DTC through participation in its Stock Borrow Program.
Trading securities on the unaudited condensed consolidated statement of financial condition includes $0.9 million and $1.0 million pledged to clearing organizations at September 30, 2011 and December 31, 2010 , respectively.
LPL Financial provides a large global insurance company with brokerage, clearing and custody services on a fully disclosed basis; offers its investment advisory programs and platforms; and provides technology and additional processing and related services to its advisors and their clients. The agreement was entered into in 2006 with a five year term, subject to additional 24-month extensions upon mutual agreement by the parties. Termination fees may be payable by a terminating or breaching party depending on the specific cause of termination.

12. Share-Based Compensation

      Stock Options and Warrants

Certain employees, advisors, institutions, officers and directors who contribute to the success of the Company participate in the 2010 Omnibus Equity Incentive Plan (the "Plan"). Under the Plan the Company issues stock options, warrants and restricted stock. Stock options and warrants generally vest in equal increments over a five-year period and expire on the 10th anniversary following the date of grant. Restricted stock awards vest on the second anniversary of the date of grant and upon termination of service, unvested awards shall immediately be forfeited.

The Company recognizes share-based compensation expense related to employee stock option awards based on the grant date fair value over the requisite service period of the award, which generally equals the vesting period. The Company recognized share-based compensation related to the vesting of employee stock option awards of $3.8 million and $2.8 million during the three months ended September 30, 2011 and 2010 , respectively, and $10.9 million and $7.6 million during the nine months ended September 30, 2011 and 2010 , respectively, which is included in compensation and benefits on the unaudited condensed consolidated statements of operations. As of September 30, 2011 , total unrecognized compensation cost related to non-vested share-based compensation arrangements granted was $43.0 million , which is expected to be recognized over a weighted-average period of 3.61  years.


20

Table of Contents

The Company recognizes share-based compensation expense for stock options and warrants awarded to its advisors and financial institutions based on the fair value of awards at each interim reporting period. The Company recognized share-based compensation of $1.4 million and $2.5 million during the nine months ended September 30, 2011 and 2010 , respectively, related to the vesting of stock options and warrants awarded to its advisors and financial institutions, which is classified within commission and advisory fees on the unaudited condensed consolidated statements of operations. As of September 30, 2011 , total unrecognized compensation cost related to non-vested share-based compensation arrangements granted was $10.3 million for advisors and financial institutions, which is based on the fair value of the awards as of September 30, 2011 , and is expected to be recognized over a weighted-average period of 3.38  years.

      Share Reservations

As of September 30, 2011 , the Company had approximately 9.8 million authorized unissued shares reserved for issuance upon exercise and conversion of outstanding equity awards.

13. Earnings Per Share
In calculating earnings per share using the two-class method, the Company is required to allocate a portion of its earnings to employees that hold stock units that contain non-forfeitable rights to dividends or dividend equivalents under its 2008 Nonqualified Deferred Compensation Plan. Basic earnings per share is computed by dividing income less earnings attributable to employees that hold stock units under the 2008 Nonqualified Deferred Compensation Plan by the basic weighted average number of shares outstanding. Diluted earnings per share is computed in a manner similar to basic earnings per share, except the weighted average number of shares outstanding is increased to include the dilutive effect of outstanding stock options, warrants and other stock-based awards.
A reconciliation of the income used to compute basic and diluted earnings per share for the periods noted was as follows (in thousands):
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2011
 
2010
 
2011
 
2010
Basic earnings per share:
 
 
 
 
 
 
 
Net income, as reported
$
36,428

 
$
26,144

 
$
130,934

 
$
59,698

Less: allocation of undistributed earnings to stock units
(465
)
 
(424
)
 
(1,676
)
 
(968
)
Net income, for computing basic earnings per share
$
35,963

 
$
25,720

 
$
129,258

 
$
58,730

Diluted earnings per share:
 
 
 
 
 
 
 
Net income, as reported
$
36,428

 
$
26,144

 
$
130,934

 
$
59,698

Less: allocation of undistributed earnings to stock units
(451
)
 
(370
)
 
(1,618
)
 
(848
)
Net income, for computing diluted earnings per share
$
35,977

 
$
25,774

 
$
129,316

 
$
58,850


A reconciliation of the weighted average number of shares outstanding used to compute basic and diluted earnings per share for the periods noted was as follows (in thousands):
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2011
 
2010
 
2011
 
2010
Basic weighted average number of shares outstanding
107,835

 
86,838

 
108,559

 
86,817

Dilutive common share equivalents
3,338

 
12,774

 
3,924

 
12,486

Diluted weighted average number of shares outstanding
111,173

 
99,612

 
112,483

 
99,303


Basic and diluted earnings per share for the periods noted were as follows:
 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
2011
 
2010
 
2011
 
2010
Basic earnings per share
$
0.33

 
$
0.30

 
$
1.19

 
$
0.68

Diluted earnings per share
$
0.32

 
$
0.26

 
$
1.15

 
$
0.59


21

Table of Contents


The computation of diluted earnings per share excluded stock options and warrants to purchase 3,953,455 shares and 2,832,223 shares for the three months ended September 30, 2011 and 2010, respectively, and 3,930,723 shares and 3,226,653 shares for the nine months ended September 30, 2011 and 2010, respectively, because the effect would have been anti-dilutive.

    Share Repurchase Program

On May 25, 2011, the Board of Directors approved a share repurchase program pursuant to which the Company may repurchase up to $80.0 million of its issued and outstanding shares of common stock through May 31, 2013. The purchases were effected in open market transactions with the timing of purchases and the amount of stock purchased determined at the discretion of the Company's management. As of September 30, 2011 , the Company repurchased 2,297,723 shares of common stock at a weighted-average price of $34.84 per share for an aggregate purchase price of $80.0 million.

On August 16, 2011, the Board of Directors approved a share repurchase program pursuant to which the Company may repurchase an additional $70.0 million of its issued and outstanding shares of common stock through August 31, 2012. The purchases will be effected in open market transactions with the timing of purchases and the amount of stock purchased determined at the discretion of the Company's management. As of September 30, 2011 , the Company repurchased 319,906 shares of common stock at a weighted-average price of $28.11 per share for an aggregate purchase price of $9.0 million.

14. Related Party Transactions
One of the Company’s majority stockholders owns a minority interest in Artisan Partners Limited Partnership (“Artisan”), which pays fees in exchange for product distribution and record-keeping services. During the nine months ended September 30, 2011 and 2010, the Company earned $2.2 million and $1.7 million, respectively, in fees from Artisan. Additionally, as of September 30, 2011 and December 31, 2010 , Artisan owed the Company $0.7 million and $0.6 million, respectively, which is included in receivables from product sponsors, broker-dealers and clearing organizations on the unaudited condensed consolidated statements of financial condition.
One of the Company’s majority stockholders owns a minority interest in XOJET, Inc. (“XOJET”), which provides chartered aircraft services. The Company paid $1.3 million and $0.9 million to XOJET for chartered aircraft services during the nine months ended September 30, 2011 and 2010 respectively.
Aplifi, Inc. ("Aplifi", formerly named Blue Frog Solutions, Inc.), a privately held technology company in which the Company holds an equity interest, provides software licensing for annuity order entry and compliance. The Company paid $1.1 million and $0.9 million to Aplifi for such services during the nine months ended September 30, 2011 and 2010, respectively. As of September 30, 2011 , the Company had payables to Aplifi of $0.1 million, which is included in accounts payable and accrued liabilities on the unaudited condensed consolidated statements of financial condition.
An immediate family member of one of the Company’s executive officers is an executive officer of CresaPartners LLC (“CresaPartners”). CresaPartners provides the Company and its subsidiaries real estate advisory, transaction and project management services. The Company paid $0.4 million to CresaPartners during the nine months ended September 30, 2011 .

15. Net Capital and Regulatory Requirements
The Company’s registered broker-dealers are subject to the SEC’s Uniform Net Capital Rule (Rule 15c3-1 under the Exchange Act), which requires the maintenance of minimum net capital, as defined. Net capital is calculated for each broker-dealer subsidiary individually. Excess net capital of one broker-dealer subsidiary may not be used to offset a net capital deficiency of another broker-dealer subsidiary. Net capital and the related net capital requirement may fluctuate on a daily basis.


22

Table of Contents

Net capital and net capital requirements for the Company’s broker-dealer subsidiaries as of September 30, 2011 are presented in the following table (in thousands):
 
Net
Capital
 
Minimum
Net Capital
Required
 
Excess Net
Capital
LPL Financial LLC
$
126,316

 
$
6,282

 
$
120,034

UVEST Financial Services Group, Inc.
$
23,395

 
$
1,139

 
$
22,256


LPL Financial is a clearing broker-dealer and UVEST is an introducing broker-dealer.
In connection with the Company’s 2009 initiative that consolidated Associated Securities Corp. (“Associated”), Mutual Service Corporation (“MSC”) and Waterstone Financial Group, Inc. (“WFG”), (together, the “Affiliated Entities”) with LPL Financial, Associated and WFG have withdrawn their registration with FINRA effective February 5, 2011, and are no longer subject to net capital filing requirements. On September 13, 2011, MSC filed a broker-dealer withdrawal request with FINRA.  The Company expects MSC's request for broker-dealer withdrawal to be granted, effective 60 days after the filing date.  Upon such withdrawal, MSC will no longer be subject to net capital filing requirements.
PTC is also subject to various regulatory capital requirements. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s unaudited condensed consolidated financial statements. As of September 30, 2011 and December 31, 2010 , the Company’s registered broker-dealers and PTC have met all capital adequacy requirements to which they are subject.
The Company operates in a highly regulated industry. Applicable laws and regulations restrict permissible activities and investments. These policies require compliance with various financial and customer-related regulations. The consequences of noncompliance can include substantial monetary and nonmonetary sanctions. In addition, the Company is also subject to comprehensive examinations and supervision by various governmental and self-regulatory agencies. These regulatory agencies generally have broad discretion to prescribe greater limitations on the operations of a regulated entity for the protection of investors or public interest. Furthermore, where the agencies determine that such operations are unsafe or unsound, fail to comply with applicable law, or are otherwise inconsistent with the laws and regulations or with the supervisory policies, greater restrictions may be imposed.

16. Financial Instruments with Off-Balance-Sheet Credit Risk and Concentrations of Credit Risk
LPL Financial’s client securities activities are transacted on either a cash or margin basis. In margin transactions, LPL Financial extends credit to the advisor's client, subject to various regulatory and internal margin requirements, collateralized by cash and securities in the client’s account. As clients write options contracts or sell securities short, LPL Financial may incur losses if the clients do not fulfill their obligations and the collateral in the clients’ accounts is not sufficient to fully cover losses that clients may incur from these strategies. To control this risk, LPL Financial monitors margin levels daily and clients are required to deposit additional collateral, or reduce positions, when necessary.
LPL Financial is obligated to settle transactions with brokers and other financial institutions even if its advisor's clients fail to meet their obligation to LPL Financial. Clients are required to complete their transactions on the settlement date, generally three business days after the trade date. If clients do not fulfill their contractual obligations, LPL Financial may incur losses. In addition, the Company occasionally enters into certain types of contracts to fulfill its sale of when, as, and if issued securities. When issued securities have been authorized but are contingent upon the actual issuance of the security. LPL Financial has established procedures to reduce this risk by generally requiring that clients deposit cash and/or securities into their account prior to placing an order.
LPL Financial may at times hold equity securities on both a long and short basis that are recorded on the unaudited condensed consolidated statements of financial condition at market value. While long inventory positions represent LPL Financial’s ownership of securities, short inventory positions represent obligations of LPL Financial to deliver specified securities at a contracted price, which may differ from market prices prevailing at the time of completion of the transaction. Accordingly, both long and short inventory positions may result in losses or gains to LPL Financial as market values of securities fluctuate. To mitigate the risk of losses, long and short positions are marked-to-market daily and are continuously monitored by LPL Financial.

23

Table of Contents

UVEST is engaged in buying and selling securities and other financial instruments for clients of advisors. Such transactions are introduced and cleared through a third-party clearing firm on a fully disclosed basis. While introducing broker-dealers generally have less risk than clearing firms, their clearing agreements expose them to credit risk in the event that their clients don’t fulfill contractual obligations with the clearing broker-dealer.


24

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview
We provide an integrated platform of proprietary technology, brokerage and investment advisory services to approximately 12,800 independent financial advisors and financial advisors at financial institutions (our “advisors”) across the country, enabling them to successfully service their retail investors with unbiased, conflict-free financial advice. In addition, we support over 4,000 financial advisors with customized clearing, advisory platforms and technology solutions. Our singular focus is to support our advisors with the front, middle and back-office support they need to serve the large and growing market for independent investment advice, particularly in the mass affluent market. We believe we are the only company that offers advisors the unique combination of an integrated technology platform, comprehensive self-clearing services and full open architecture access to leading financial products, all delivered in an environment unencumbered by conflicts from product manufacturing, underwriting or market making.
For over 20 years we have served the independent advisor market. We currently support the largest independent advisor base and we believe we have the fourth largest overall advisor base in the United States as of June 30, 2011. Through our advisors, we are also one of the largest distributors of financial products in the United States. Our scale is a substantial competitive advantage and enables us to more effectively attract and retain advisors. Our unique model allows us to invest more resources in our advisors, increasing their revenues and creating a virtuous cycle of growth. We are headquartered in Boston and currently have approximately 2,700 employees across our locations in Boston, Charlotte and San Diego.
Our Sources of Revenue
Our revenues are derived primarily from fees and commissions from products and advisory services offered by our advisors to their clients, a substantial portion of which we pay out to our advisors, as well as fees we receive from our advisors for use of our technology, custody and clearing platforms. We also generate asset-based fees through the distribution of financial products for a broad range of product manufacturers. Under our self-clearing platform, we custody the majority of client assets invested in these financial products, which includes providing statements, transaction processing and ongoing account management. In return for these services, mutual funds, insurance companies, banks and other financial product manufacturers pay us fees based on asset levels or number of accounts managed. We also earn fees for margin lending to our advisors’ clients.
We track recurring revenue, which we define to include our revenues from asset-based fees, advisory fees, trailing commissions, cash sweep programs and certain transaction and other fees that are based upon accounts and advisors. Because recurring revenue is associated with asset balances, it will fluctuate depending on the market value of the asset balances and current interest rates. Accordingly, recurring revenue can be negatively impacted by adverse external market conditions. However, recurring revenue is meaningful to us despite these fluctuations because it is not based on transaction volumes or other activity-based fees, which are more difficult to predict, particularly in declining or volatile markets.











25

Table of Contents


The table below summarizes the sources of our revenue and the underlying drivers:
 
 
 
For the Nine Months Ended
September 30, 2011
 
Sources of revenue
Primary Drivers
Total
(millions)
% of Total Net Revenue
% Recurring
Advisor-driven revenue with ~85%-90% payout ratio
Commissions
- Transactions
- Brokerage asset levels
$1,350
51%
35%
Advisory Fees
- Advisory asset levels
$776
29%
99%
Attachment revenue
 retained by us
Asset-Based Fees
- Cash Sweep Fees
- Sponsorship Fees
- Record Keeping
- Cash balances
- Interest rates
- Number of accounts
- Client asset levels
$270
10%
100%
Transaction and Other Fees
- Transactions
- Client (Investor) Accounts
- Advisor Seat and Technology
- Client activity
- Number of clients
- Number of advisors
- Number of accounts
- Premium technology subscribers
$221
9%
56%
Interest and Other Revenue
- Margin accounts
- Marketing re-allowances fees
$34
1%
47%
 
Total Net Revenue
$2,651
100%
62%
 
Total Recurring Revenue
$1,641
62%
 
Commissions and Advisory Fees. Transaction-based commissions and advisory fees both represent advisor-generated revenue, generally 85-90% of which is paid to advisors.
Commissions. Transaction-based commission revenues represent gross commissions generated by our advisors, primarily from commissions earned on the sale of various financial products such as variable and fixed annuities, mutual funds, general securities, fixed income, alternative investments and insurance and can vary from period to period based on the overall economic environment, number of trading days in the reporting period and investment activity of our advisors’ clients. We also earn trailing commission type revenues (a commission that is paid over time, such as 12(b)-1 fees) on mutual funds and variable annuities held by clients of our advisors. Trail commissions are recurring in nature and are earned based on the current market value of investment holdings.
Advisory Fees. Advisory fee revenues represent fees charged by us and our advisors to their clients based on the value of advisory assets. Advisory fees are typically billed to clients quarterly, in advance, and are recognized as revenue ratably during the quarter. The value of the assets in the advisory account on the billing date determines the amount billed, and accordingly, the revenues earned in the following three month period. The majority of our accounts are billed using values as of the last business day of the quarter. Some of our advisors conduct their advisory business through separate entities by establishing their own Registered Investment Advisor (“RIA”) pursuant to the Investment Advisers Act of 1940, rather than using our corporate registered RIA. These stand-alone RIAs engage us for technology, clearing, regulatory and custody services, as well as access to our investment advisory platforms. The fee-based production generated by the stand-alone RIA is earned by the advisor, and accordingly not included in our advisory fee revenue. We charge fees to stand-alone RIAs including administrative fees based on the value of assets within these advisory accounts. Such fees are included within asset-based fees and transaction and other fees, as described below.

26

Table of Contents

Asset-Based Fees. Asset-based fees are comprised of fees from cash sweep programs, our financial product manufacturer sponsorship programs, and omnibus processing and networking services. Pursuant to contractual arrangements, uninvested cash balances in our advisors’ client accounts are swept into either insured deposit accounts at various banks or third-party money market funds, for which we receive fees, including administrative and record-keeping fees based on account type and the invested balances. In addition, we receive fees from certain financial product manufacturers in connection with sponsorship programs that support our marketing and sales-force education and training efforts. We also earn fees on mutual fund assets for which we provide administrative and record-keeping services. Our networking fees represent fees paid to us by mutual fund and annuity product manufacturers in exchange for administrative and record-keeping services that we provide to clients of our advisors. Networking fees are correlated to the number of positions we administer, not the value of assets under administration.

Transaction and Other Fees. Revenues earned from transaction and other fees primarily consist of transaction fees and ticket charges, subscription fees, Individual Retirement Account (“IRA”) custodian fees, contract and license fees, conference fees and small/inactive account fees. We charge fees to our advisors and their clients for executing transactions in brokerage and fee-based advisory accounts. We earn subscription fees for the software and technology services provided to our advisors and on IRA custodial services that we provide for their client accounts. We charge monthly administrative fees to our advisors. We charge fees to financial product manufacturers for participating in our training and marketing conferences and fees to our advisors and their clients for accounts that do not meet certain specified thresholds of size or activity. In addition, we host certain advisor conferences that serve as training, sales and marketing events in our first and third fiscal quarters and as a result, we anticipate higher transaction and other fees resulting from the collection of revenues from sponsors and advisors, in comparison to other periods.

Interest and Other Revenue. Other revenue includes marketing re-allowances from certain financial product manufacturers as well as interest income from client margin accounts and cash equivalents, net of operating interest expense, and other items.
Our Operating Expenses

Production Expenses. Production expenses are comprised of the following: gross commissions and advisory fees that are earned and paid out to advisors based on the sale of various products and services; production bonuses for achieving certain levels of production; recognition of share-based compensation expense from stock options and warrants granted to advisors and financial institutions based on the fair value of the awards at each interim reporting period; amounts designated by advisors as deferred commissions in a non-qualified deferred compensation plan that are marked to market at each interim reporting period; and brokerage, clearing and exchange fees. We refer to these expenses as the production “payout”. Substantially all of the production payout is variable and correlated to the revenues generated by each advisor.

Compensation and Benefits Expense. Compensation and benefits expense includes salaries and wages and related employee benefits and taxes for our employees (including share-based compensation), as well as compensation for temporary employees and consultants.