8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2007

LADENBURG THALMANN FINANCIAL SERVICES INC.

(Exact Name of Registrant as Specified in Charter)

Florida	1-15799	65-0701248
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4400 Biscayne Boulevard, 12th Floor, Miami, Florida	33137
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (212) 409-2000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

     On August 7, 2007, Ladenburg Thalmann Financial Services Inc. announced its financial results for the quarter ended June 30, 2007. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this current report on Form 8-K.

     The information in this current report on Form 8-K and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

     99.1    Press release dated August 7, 2007

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 7, 2007

LADENBURG THALMANN FINANCIAL SERVICES INC.
By:	/s/ Diane Chillemi
	Name:	Diane Chillemi
	Title:	Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS
FOR IMMEDIATE RELEASE
	Contact:	Paul Caminiti/Carrie Bloom/Jonathan Doorley
		Sard Verbinnen & Co
		212/687-8080

LADENBURG THALMANN REPORTS SECOND QUARTER 2007 FINANCIAL RESULTS

Revenues Increase 148%

Shareholders’ Equity Grows to $39.57 Million

Deferred Fees for SPAC Offerings Rise to $25.97 Million

     MIAMI, FL, AUGUST 7, 2007 — Ladenburg Thalmann Financial Services Inc. (AMEX: LTS) today announced financial results for the three and six months ended June 30, 2007.

     In the second quarter of 2007, the Company had revenues of $18.53 million, a 148% increase over revenues of $7.46 million for the comparable period in 2006. Ladenburg incurred a $1.83 million non-cash charge in the second quarter of 2007 related to the exchange of the Company’s remaining debt for common stock. Including this charge, the Company had income for the second quarter of 2007 of $17,000, or $0.00 per basic and diluted share, compared to a loss of $1.33 million, or $0.01 per basic and diluted share, in the comparable period in 2006. The 2006 period included a $921,000 loss on the NYSE Euronext common stock received in connection with the sale of the Company’s NYSE seat. Excluding the non-cash loss on extinguishment of debt in the 2007 period and the loss on the NYSE Euronext shares in the 2006 period, net income for the second quarter of 2007 was $1.85 million, or $0.01 per basic and diluted share, an increase of $2.25 million from the net loss of $404,000, or $0.00 per basic and diluted share, in the prior-year period.

     For the six months ended June 30, 2007, the Company had revenues of $34.45 million, a 55% increase over revenues of $22.25 million for the comparable period in 2006. The Company had net income for the six months ended June 30, 2007 of $891,000, or $0.01 per basic and diluted share, compared to income of $3.41 million, or $0.02 per basic and diluted share, in the comparable period in 2006. The 2006 results included a $3.86 million gain on the sale of the Company’s NYSE seat. Excluding the non-cash loss on extinguishment of debt in the 2007 period and the gain from the sale of the NYSE seat in the 2006 period, net income for the six months ended June 30, 2007 was $2.72 million, or $0.02 per basic and diluted share, an increase of $3.18 million from a loss of $451,000, or $0.00 per basic and diluted share, in the prior year period.

     Second quarter 2007 earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, was $3.70 million, an increase of $3.38 million, or 1,063%, over second quarter 2006 EBITDA, as adjusted, of $318,000.

     EBITDA for the six months ended June 30, 2007, as adjusted, was $6.38 million, an increase of $5.19 million, or 435%, over EBITDA, as adjusted, of $1.19 million for the 2006 comparable period.

     The following table presents a reconciliation of EBITDA, as adjusted, to net income as reported.

	Three months ended June 30,						Six months ended June 30,
	2007			2006			2007			2006
	(in thousands)
	(unaudited)
Total revenue	$	18,527		$	7,457	(2)	$	34,447		$	22,251	(2)
Total operating expenses		18,416	(1)		8,757			33,395	(1)		18,805
Operating income (loss)		111			(1,300	)		1052			3,446
Net income (loss)		17	(1)		(1,325	)(2)		891	(1)		3,407	(2)
EBITDA and other adjustments		3,698			318			6,383			1,194
Add:
Interest income		53			54			83			119
Income tax benefit		—			—			—			—
Sale of NYSE membership		—			(921	)		—			3,858
Less:
Interest expense		(152	)		(132	)		(272	)		(256	)
Income tax expense		(94	)		(25	)		(161	)		(39	)
Depreciation and amortization.		(249	)		(156	)		(585	)		(328	)
Non-cash compensation		(1,406	)		(463	)		(2,724	)		(1,141	)
Loss on extinguishment of debt		(1,833	)		—			(1,833	)		—
Net income (loss)		17			(1,325	)		891			3,407

(1)	Includes $1,833 loss on extinguishment of debt.
(2)	Includes $921 loss in the three months ended June 30, 2006 and $3,858 net gain in the six months ended June 30, 2006 on the NYSE common stock, including the NYSE merger transaction.

     EBITDA, adjusted for gains or losses on sales of assets, non-cash compensation expense and loss on extinguishment of debt, is a key metric the Company uses in evaluating its financial performance. EBITDA is considered a non-GAAP financial measure as defined by Regulation G promulgated by the SEC pursuant to the Securities Act of 1933, as amended. The Company considers EBITDA, as adjusted, an important measure of its ability to generate cash flows to

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repurchase shares, service debt, fund capital expenditures and fund other corporate investing and financing activities. EBITDA, as adjusted, eliminates the non-cash effect of tangible asset depreciation and amortization of intangible assets and stock-based compensation. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities.

     As of June 30, 2007, shareholders’ equity was $39.57 million, an increase of 40% from the Company’s shareholders’ equity of $28.33 million as of December 31, 2006, the end of the last fiscal year.

     Dr. Phillip Frost, Chairman of Ladenburg, said, “We are pleased with Ladenburg’s continued progress in the second quarter of 2007. We realized substantial growth in both revenues and cash flow generation over the prior-year periods as a result of increased investment banking, underwriting and investment advisory fees. During the second quarter we also retired our remaining indebtedness and increased our shareholders’ equity. The debt exchange completes the recapitalization of Ladenburg undertaken over the past two years and positions the company for future growth.”

     Richard Lampen, President and Chief Executive Officer of Ladenburg, said, “We remain a leader in the growing Specified Purpose Acquisition Companies (SPACs) space and led or co-managed seven SPACs in the quarter, raising in excess of $1.3 billion and bringing our total to approximately $3.7 billion of SPAC offerings since 2005. Management continues to look for ways to grow our business, both organically and by acquisition, and to increase shareholder value. While no financial services company is immune from the effects of short-term volatility in the capital markets, we believe our business is well positioned in the current market environment to sustain our growth. Ladenburg is not engaged in underwriting or trading of mortgage securities and has no direct exposure to the subprime mortgage market.”

Deferred Underwriting Compensation

     In connection with Ladenburg’s underwriting of SPAC offerings, Ladenburg receives compensation that includes normal discounts and commissions, as well as deferred fees payable to Ladenburg upon a SPAC’s completion of a business transaction. Such fees are not reflected in the Company’s results of operations until the underlying business combinations have been completed and the fees have been irrevocably earned. Generally, these fees may be received within 24 months of the respective date of the offering, or not received at all if no business combination transactions are consummated during such time period. As of June 30, 2007, Ladenburg had unrecorded potential deferred fees for SPAC transactions of approximately $25.97 million, which, net of expenses, amounted to approximately $16.0 million.

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Debt Exchange

     In February 2007, Ladenburg entered into a debt exchange agreement with New Valley LLC to retire its remaining outstanding indebtedness. On June 29, 2007, Ladenburg issued 2,777,778 shares of its common stock in exchange for the $5.00 million principal amount of notes and paid accrued interest on the notes of $1.73 million to New Valley. The exchange resulted in a non-cash loss on extinguishment of debt of $1.83 million representing the excess of the quoted market value of the 2,777,778 shares of stock at the date of the debt exchange agreement ($2.46 per share) over the carrying amount of the notes.

Impact of Accounting for Capitalink Acquisition

     As a result of the accounting for the Company’s acquisition of Capitalink, LC in October 2006, Ladenburg will recognize $4.94 million of compensation expense representing contingent consideration, of which $4.27 million is non-cash. The contingent consideration is being amortized over the 15 months ending January 18, 2008, resulting in a monthly charge to operations of $329,000 (a total of $3.95 million for 2007, of which $1.98 million was amortized in the first half of 2007, and $166,000 for 2008).

About Ladenburg

     Ladenburg Thalmann Financial Services, included in the Russell 2000^(R) and Russell 3000^(R) indexes, is engaged in retail and institutional securities brokerage, investment banking, research and asset management services through its principal operating subsidiary, Ladenburg Thalmann & Co. Inc. Founded in 1876 and a New York Stock Exchange member since 1879, Ladenburg Thalmann & Co. is a full service investment banking and brokerage firm providing services principally for middle market and emerging growth companies and high net worth individuals. Ladenburg Thalmann Financial Services is based in Miami, Florida. Ladenburg Thalmann & Co. is based in New York City, with regional offices in Miami and Boca Raton, Florida; Los Angeles, California; Melville, New York; Lincolnshire, Illinois; and Princeton, New Jersey.

# # #

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This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive and/or regulatory factors, and other risks and uncertainties affecting the operation of the business of the Company. These risks, uncertainties and contingencies include those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, as amended, and other factors detailed from time to time in its other filings with the Securities and Exchange Commission, including but not limited to, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007. The information set forth herein should be read in light of such risks. Further, investors should keep in mind that the Company’s quarterly revenue and profits can fluctuate materially depending on many factors, including the number, size and timing of completed offerings and other transactions. Accordingly, the Company’s revenue and profits in any particular quarter may not be indicative of future results. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.

[Financial Table Follows]

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LADENBURG THALMANN FINANCIAL SERVICES INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
(unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2007			2006			2007		2006
Revenues:
Commissions	$	4,453		$	4,382		$	8,908	$	9,656
Principal transactions, net		6,967			1,011			12,540		2,561
Investment banking fees		3,783			641			7,192		1,446
Investment advisory fees		673			625			1,386		1,196
Interest and dividends		651			685			1,316		1,337
Syndications and underwritings		1,725			728			2,578		1,563
Gain on NYSE merger transaction		—			—			—		4,859
Realized and unrealized gain (loss) on NYSE Euronext restricted common stock		(24	)		(921	)		33		(1,001	)
Other		299			306			494		634
Total revenues		18,527			7,457			34,447		22,251
Expenses:
Compensation and benefits		10,685			5,224			20,926		11,831
Non-cash compensation		1,406			463			2,724		1,141
Brokerage, communication and clearance fees.		919			756			1,865		1,425
Rent and occupancy, net of sublease revenues		413			434			748		1,122
Professional services		1,346			439			2,010		907
Interest		152			132			272		256
Depreciation and amortization		249			156			585		328
Loss on extinguishment of debt		1,833			—			1,833		—
Other		1,413			1,153			2,432		1,795
Total expenses		18,416			8,757			33,395		18,805
Income (loss) before income taxes		111			(1,300	)		1,052		3,446
Income taxes		94			25			161		39
Net income (loss)	$	17		$	(1,325	)	$	891	$	3,407
Income (loss) per common share:
Basic	$	0.00		$	(0.01	)	$	0.01	$	0.02
Diluted	$	0.00		$	(0.01	)	$	0.01	$	0.02
Number of shares used in computation:
Basic		155,103,973			150,043,231			154,601,208		145,840,498
Diluted		167,742,762			150,043,231			167,645,224		148,718,854

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