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): March 17, 2008

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 March 17, 2008, Ladenburg Thalmann Financial Services Inc. announced its financial results for the quarter and year ended December 31, 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.

     (d) Exhibits.

        99.1     Press release dated March 17, 2008

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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: March 17, 2008

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

FOR IMMEDIATE RELEASE

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

LADENBURG THALMANN REPORTS STRONG FOURTH QUARTER
AND FULL YEAR 2007 FINANCIAL RESULTS

2007 Revenues Increase 105% Over Prior Year

____________________________

MIAMI, FL, March 17, 2008 — Ladenburg Thalmann Financial Services Inc. (AMEX: LTS) today announced financial results for the fourth quarter and full year ended December 31, 2007.

Fourth Quarter 2007

Fourth quarter 2007 revenues were $50.93 million, a 254% increase over revenues of $14.4 million in the fourth quarter of 2006. Net income for the fourth quarter was $10.60 million, or $0.06 per diluted share, an increase from $682,000, or $0.00 per diluted share, in the comparable 2006 period. The results for the fourth quarter included $12.19 million of revenue from Investacorp following the October 19, 2007 acquisition and non-cash expense of $2,255, while the fourth quarter 2006 results included a $1.125 million gain from the sale of the Company’s Chicago Board of Exchange (CBOE) membership and non-cash compensation expense of $1.441 million.

Fourth quarter 2007 earnings before interest, taxes, depreciation and amortization, or EBITDA, as adjusted, was $15.817 million, an increase of $14.391 million over EBITDA, as adjusted, of $1.426 million for fourth quarter 2005.

Full Year 2007

Full year 2007 revenues were $95.83 million, a 105% increase over revenues of $46.86 million in 2006. The Company recorded net income of $9.391 million, or $0.06 per diluted share, in 2007, compared to a net income of $4.659 million, or $0.03 per diluted share, in 2006. The results for 2007 included non-cash compensation of $6.694 million and a $1.83 million loss on extinguishment of debt. The results for 2006 included a gain of $3.858 million relating to the sale of the Company’s New York Stock Exchange (NYSE) membership, the $1.125 million gain on the sale of the CBOE membership, as well as non-cash compensation expense of $2.885 million.

EBITDA for 2007, as adjusted, was $22,005 million, an increase of $18,181 million over EBITDA, as adjusted, of $3,824 million for 2006.

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

	Year Ended						Quarter Ended
	December 31,						December 31,
	2007			2006			2007			2006
	(in Thousands)
Total revenue	$	95,826	(1)	$	46,858	(3)	$	50,927	(1)	$	14,428	(3)
Total operating expenses		85,922	(2)		42,010			39,862			13,610
Operating income		9,904			4,848			11,065			818
Net income		9,391	(2)		4,659	(3)		10,598			682	(3)
EBITDA, as adjusted		22,005			3,824			15,817			1,426
Add:
Interest income		221			220			93			40
Sale of exchange memberships		—			4,983			—			1,125
Less:
Interest expense		(2,304	)		(499	)		(2,017	)		(82	)
Income tax expense		(513	)		(189	)		(467	)		(136	)
Depreciation and amortization.		(1,491	)		(754	)		(573	)		(250	)
Write-off of furniture, fixtures and leasehold improvements, net		—			(41	)		—			—
Non-cash compensation		(6,694	)		(2,885	)		(2,255	)		(1,441	)
Loss on extinguishment of debt		(1,833	)		—			—			—
Net income		9,391			4,659			10,598			682

(1)	Includes $12,191 of Investacorp revenue (acquired October 19, 2007).
(2)	Includes loss on extinguishment of debt of $1,833 in 2007.
(3)	Includes $4,983 net gain in 2006 on NYSE Euronext common stock, including NYSE merger transaction, and sale of the Company’s CBOE membership (fourth quarter of 2006).

Earnings before interest, taxes, depreciation and amortization, or 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 under the Securities Act of 1933, as amended. The Company considers EBITDA, as adjusted, important in evaluating its financial performance on a consistent basis across various periods. Due to the

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significance of non-recurring items, EBITDA, as adjusted, enables the Company’s Board of Directors and management to monitor and evaluate the business on a consistent basis. The Company uses EBITDA, as adjusted, as a primary measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions. The Company believes that EBITDA, as adjusted, eliminates items that are not part of its core operations, such as debt extinguishment expense, or do not involve a cash outlay, such as stock-related 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 December 31, 2007, shareholders’ equity was $54.10 million, an increase of 91% from the Company’s shareholders’ equity of $28.33 million as of December 31, 2006, the end of the prior fiscal year.

Dr. Phillip Frost, Chairman of Ladenburg, said, “2007 was a tremendous year for Ladenburg and we are very pleased with our fourth quarter and full year performance. Through robust organic growth, key strategic acquisitions, and the addition of several seasoned and talented executives in key growth areas, we have been able to expand Ladenburg’s reach and enhance our investment banking and brokerage capabilities, with a particular emphasis on South Florida and the independent broker model. Our fourth quarter acquisition of Investacorp provides a more predictable income stream to balance Ladenburg’s more volatile capital markets business. We are confident that Ladenburg is well positioned to capitalize on this momentum and we look forward to continuing to perform for our clients and shareholders in 2008 and beyond.”

Richard Lampen, President and Chief Executive Officer of Ladenburg, said, “We were able to generate 105% year-over-year revenue growth as a result of increased investment banking, underwriting and investment advisory fees, as well as the seamless integration of Investacorp. We also continued to benefit from our strong position in the Specified Purpose Acquisition Companies (SPACs) market by successfully leading or co-managing 19 offerings worth $4.5 billion in 2007. Although the market for new SPAC offerings, and the equity capital markets in general, have been challenged of late, Ladenburg remains a firm believer in the long-term viability of the SPAC market and we expect to generate additional revenues and profits from these transactions in the future. Finally, as we have previously stated, Ladenburg is not engaged in underwriting or trading of mortgage securities and has no direct exposure to the subprime mortgage market.”

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Investacorp Acquisition

In October 2007, Ladenburg acquired all outstanding shares of Investacorp, Inc. and related companies, a leading independent, full service broker-dealer and investment adviser, registered with FINRA. Investacorp operates as a stand-alone business based out of its Miami Lakes, FL headquarters. Investacorp has more than $8.5 billion in client assets and approximately 500 registered representatives nationwide.

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. During the fourth quarter 2007, Ladenburg received deferred fees of $9.70 million (included in revenues) and incurred related expense of $3.5 million. As of December 31, 2007, Ladenburg had unrecorded potential deferred fees for SPAC transactions of approximately $39.5 million, which, net of expenses, amounts to approximately $23.5 million.

Punk Ziegel Acquisition

On March 4, 2008, Ladenburg entered into a definitive agreement to merge Punk, Ziegel & Company, L.P. into Ladenburg. Punk Ziegel is a privately-held specialty investment bank providing a full range of research, equity market making, corporate finance, retail brokerage and asset management services centered on high growth sectors within the healthcare technology, biotechnology, life sciences and financial services industries. The transaction, which is subject to customary closing conditions, including approval from FINRA, is expected to close in the second quarter of 2008.

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About Ladenburg

Ladenburg Thalmann Financial Services, included in the Russell 2000^(R) and Russell 3000^(R) indices, 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; Melville, New York; Lincolnshire, Illinois; Los Angeles, California; Princeton, New Jersey; Houston, Texas; and Columbus, Ohio. Ladenburg Thalmann Financial Services also owns Investacorp, Inc., a leading independent broker-dealer headquartered in Miami Lakes, Florida. For more information, please visit www.ladenburg.com.

# # #

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future financial results and profitability, statements regarding future contributions of the Investacorp business, statements regarding future growth, statements regarding the timing of completion of the Punk Ziegel acquisition and statements regarding future performance of the SPAC market. 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 Company’s business. 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, 2007 and other factors detailed from time to time in its other filings with the Securities and Exchange Commission. 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.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)

	Year Ended					Quarter Ended
	December 31,					December 31,
						(unaudited)
	2007		2006			2007			2006
Revenues:
Investment banking	$	55,401	$	18,531		$	30,548		$	8,427
Commissions and fees		31,958		15,780			17,270			2,590
Asset management		3,028		2,381			955			549
Principal transactions, net		251		326			(48	)		(144	)
Interest and dividends		2,970		2,790			1,027			745
Gain on NYSE merger transaction		—		4,859			—			—
Realized and unrealized loss on NYSE Euronext restricted common stock		—		(1,001	)		—			—
Gain on sale of CBOE membership		—		1,125			—			1,125
Other income		2,218		2,067			1,175			1,135
Total revenues		95,826		46,858			50,927			14,427
Expenses:
Compensation and benefits		48,918		26,735			20,754			8,561
Commissions and fees		9,012		—			9,012			—
Non-cash compensation		6,694		2,885			2,255			1,441
Brokerage, communication and clearance fees		3,976		2,923			1,180			829
Rent and occupancy, net of sublease revenue		1,307		2,183			127			636
Professional services		3,944		2,558			1,264			850
Interest		2,304		499			2,017			82
Depreciation and amortization		1,491		754			573			249
Write-off of furniture, fixtures and leasehold improvements, net		—		41			—			41
Loss on extinguishment of debt		1,833		—			—			—
Other		6,443		3,432			2,680			921
Total expenses		85,922		42,010			39,862			13,610
Income before income taxes		9,904		4,848			11,065			817
Income tax expense		513		189			467			135
Net income	$	9,391	$	4,659		$	10,598		$	682
Net income per common share (basic and diluted)	$	0.06	$	0.03		$	0.06		$	0.00
Number of shares used in computation:
Basic		157,355,540		148,693,521			166,069,005			156,963,953
Diluted		168,484,469		153,087,961			169,016,762			160,710,680

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