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flora decorates
Monday, December 5, 2016
I used to have a heart, and when i saw you it would sing.
I walk around without a heart now.
Pictures from San Francisco, September 2016.
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Flora Amalie
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Thursday, November 24, 2016
The world is a very different place than it was when i wrote my last post, isn't it?
We all woke up in a new reality the day after the election.
I had tried to stay awake and failed, but i could hear the news anchors talking as i fell in and out of sleep, both from my computer next to the bed, and from the living room where Patrick and Angus were camped out with chips, cheese, and energy drinks.
At one point i woke up. It was about 4 or 5 in the morning.
Patrick came into the bedroom and i looked up and i asked him what was happening, and he simply replied "it doesn't look good" and for a moment i thought i was still sleeping.
In the morning, when the outcome had gone from nightmarish fantasy to actual fact of life, we sat next to each other on the bed, watching the speech, holding each other, still in complete disbelief.
I remember crying a bit and i remember saying "i will never forget this moment".
And i remember saying "i'm so glad we went to the States when we did, because i am never going back" and he said "no, we are never going back".
Now, a few weeks later, i can't tell if i still feel that way, or if taking a stand like that even matters in this post-truth world we are finding ourselves in.
But i guess i am still glad we went when we did.
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Flora Amalie
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Canon AE-1
Flora in Cali
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Sunday, October 9, 2016
Postcards from the recent past
Today i woke up early, feeling less hungover than i should have considering my Saturday night, so i started editing photos on my old Dell laptop, that only ever comes out of retirement for that very purpose.
I then did a 30 minute workout with my flatmate, who also had a late night. Then i went back to bed.
Now i sit here, realizing that my hangover might be the kind that sneaks up on you during the day, leaving you hungry and queasy at the same time, but unable to really do anything about it.
Well, i ate at apple, but what comes next, i don't know.
Everything is closed here on Sundays.
What i do know is that i desperately want to start posting pictures from my trip to California, but i don't think i can handle the word part of blogging that well right now...
So how about this.
I post my favorite pictures from the first roll of film i shot in Amsterdam and San Francisco now, and in the following post, i actually tell you something about my trip.
Would that work?
Ok, great.
Here they are.
Amsterdam, San Francisco, Yoda, the view from the sunroof of Kimmie's car while driving down Lombard Street, a beautiful sunset, a mural by Diego Rivera, Doug's cat, the Golden Gate bridge.
And that was just the first two days.
More to come soon.
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Flora Amalie
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Canon AE-1
Flora in Cali
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Saturday, September 3, 2016
The next adventure
As i'm writing this i'm in bed drinking coffee, but next to me on the floor is an open, still unpacked suitcase and a boarding pass with today's date on it.
What i'm trying to say, is that this will be a quick one.
A couple of months ago we were sitting outside of a bar on Weserstrasse, when he told me that he was going to Burning Man in August and would be gone for about a month.
And maybe to soften the blow, or maybe just because he wanted to, he asked me if i wanted to meet up with him in the States for a little post-festival vacation.
I think i squealed with excitement.
But i didn't book the trip.
First it was because i'm still a little cautious, not having had the best experiences with traveling across the world for a boyfriend, something i believe i promised myself to never do again.
When i got over that, it was because i didn't have my vacation days approved at work.
So he left, after an amazing week of spending every day together, hanging out and making costumes for the festival, and i still didn't have a ticket.
Well, lucky for me that i waited, cause when my vacation finally went through, ticket prices had gone way down, and i was able to get a multi-city ticket that i could actually afford.
So later today, in a few hours actually, when i've showered and packed, i'll be on my way.
First to Amsterdam to do a bit of exploring by myself, as i don't actually know anyone there.
Then to San Francisco to reunite with my love after what is starting to feel like an eternity.
And finally to Los Angeles and Orange County to spend time with my beloved Prindles, and hopefully a lot of old friends i haven't seen in many years.
As usual i have very little planned, besides taking lots of pictures for the blog and
, so feel free to leave recommendations in the comments.
I'm especially looking for mind blowing nature near (or not so near) San Francisco.
Time to get up and pack, get the last of my shit together, panic about what i forgot and how the apartment will possibly survive without me.
Bikini, vitamins, iron that top.
Time to get the to-do list out of my head and into the suitcase.
And get myself onto a plane and into the unknown.
Classic Burgers and hip hop (also a classic; no burger and bad dj's)
Sunday at a festival by myself, swimming and listening to music
I've never owned my own power drill, and i finally decided it was time and got myself this belated birthday present
Post work summer rolls in my room
New roommate invited us to brunch here, and the food and coffee was as good as the decor was cute
Early shift is rough but then there's the sunrise
Horns for my boo
And a cape too, and about a million other things
On my way to a photo shoot with a friend, so that's why the makeup
I love him so much, and he loves his hamster
Yard sale scores
Japanese breakfast market after a night of heavy rosé drinking, that resulted in a hangover and a sprained ankle
Shopping with Lucifer, got this for five bucks and i love it
Lunch before i took him to the airport
Burgers and hip hop crew
Drawing Sick Swords Sunday crew
Ready to go?
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Flora Amalie
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LPL Financial Holdings, Inc. (NASDAQ:LPLA)
Q2 2014 Earnings Conference Call
July 30, 2014, 08:00 AM ET
Trap Kloman - Head of Investor Relations
Mark Casady - Chairman and Chief Executive Officer
Dan Arnold - Chief Financial Officer
Chris Harris - Wells Fargo
Alex Kramm - UBS
Chris Shutler - William Blair
Joel Jeffrey - KBW
Devin Ryan - JMP Securities
Bill Katz - Citi
Alex Blostein - Goldman Sachs
Good day, ladies and gentlemen, and welcome to the LPL Financial Holdings Second Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time. (Operator instructions) As a reminder, this conference call is being recorded.
I would now like to introduce your host for today's conference, Mr. Trap Kloman. Sir, you may begin.
Trap Kloman
Thank you. Good morning and welcome to the LPL Financial second quarter earnings conference call. On the call today is Mark Casady, our Chairman and Chief Executive Officer, who will provide his perspective on our performance. Following his remarks, Dan Arnold, our Chief Financial Officer, will speak to our financial results and capital deployment.
Following the introductory remarks, we'll open the call for questions. We would appreciate if each analyst would ask no more than two questions each. Please note that we have posted a financial supplement on the Events section of the Investor Relations page on lpl.com.
Before turning the call over to Mark, I'd like to note that comments made during this conference call may incorporate certain forward-looking statements. This may include statements concerning such topics as earnings growth targets, operational plans, our ability to raise benefits from the pending business opportunities with Financial Telesis and Global Retirement Partners and our abilities to capitalize on the shift toward fee-based business and the lower expense growth rate as well as other opportunities we foresee. Underpinning these forward-looking statements are certain risks and uncertainties. We refer our listeners to the Safe Harbor disclosures contained in the earnings release and our latest SEC filings to appreciate those factors that may cause results to differ from those contemplated in such forward-looking statements.
In addition, comments during this call will include certain non-GAAP financial measures governed by SEC Regulation G. For a reconciliation of these measures, please refer to our earnings press release.
With that, I'll turn the call over to Mark Casady.
Mark Casady
Thanks, Trap, and thank you everyone for joining our call. Today, I'll provide commentary on our second quarter performance, our success in attracting and retaining advisors and our agreement with Financial Telesis to expand our presence in the retirement plan market. I'll also share insight into the progress of transformation of our compliance and risk management capabilities that's designed to lower our risk profile. In addition, each quarter this year, we're providing color into areas of long-term growth for LPL. And this quarter, I'll share thoughts on the growth trajectory of our advisory platform and the drivers of LPL success in supporting fee-based businesses.
Starting with our financial performance, in the second quarter, adjusted earnings per share of $0.61 was flat year-over-year. Earnings per share benefited from revenue growing 7% to $1.1 billion as well as our repurchase of 6.7 million shares over the past 12 months. We experienced increased spend for the resolution of regulatory issues, which raised our expenses 14% year-over-year, which Dan will speak to further.
Our new advisor headcount over the past four quarters, the firm added 431 net new advisors. This trend builds off of our success in 2013 where we led the marketing capture over 6% of advisors in motion, as recently reported by the industry research firm Meridian-IQ. In the second quarter, we included 114 net new advisors, and in the year-to-date, we have retained 97% of our existing production. We continue to be a leader in the industry in these key metrics, affirming our compelling value proposition to advisors. We attracted a variety of advisor practices this quarter, primarily from the independent and wire house channels and saw a growing number affiliate with our unique hybrid RIA solution. We believe that our pipeline for Q3 is solid, and we see positive conditions for continued success.
In addition to our typical recruiting activity, in the third quarter, we have the opportunity to attract advisors as results of our recent agreement with Financial Telesis and Global Retirement Partners. Financial Telesis is a premier, retirement plan provider in the industry, and its decision to partner with LPL reflects the strength of our capabilities to provide industry leading technology, marketing, and research support to advisors who serve retirement plans. As of the second quarter, our platform supported over $110 billion of retirement planned assets across 40,000 plans.
Advisors from Financial Telesis will begin to join LPL in mid-August and ramp over the remainder of the year. Once fully transitioned, we expect to capture approximately $25 million in commissions on an annual basis. In addition to the value of the retirement plan commission revenue, this transaction creates greater opportunity to provide in-plan advice to plan participants and capture retirement accounts that are transitioned into IRA accounts. We'll provide greater insight next quarter on the overall growth in our retirement plan business and how we're capitalizing on this opportunity.
Turning to our efforts in compliance and risk management, LPL has always been committed to setting a high standard to protect the interest of investors and support the independent advisors who serve them. As a baseline, we dedicate investment and people and technology to help ensure that our compliance and risk management approach is commensurate with our growth and changing regulatory expectations.
In 2013, we began an effort to transform our legal, risk, and compliance teams to improve the efficacy of our risk management and supervision. This resulted in increasing our investment and attracting new leadership. The costs associated with this expansion were anticipated and included in our 2014 expense guidance. Under the direction of David Bergers and Michelle Oroschakoff, we expect this transformation to continue through 2015 as we have identified opportunities to develop more specialized functions and automate more capabilities to improve our risk profile.
We have made meaningful progress evolving our capabilities over the past 18 months. We've grown the number of personnel in our legal, risk, and compliance functions by 41% since the beginning of 2013 to 636 employees. We've deployed those resources to support a variety of functions, including the expansion of our home office supervision capabilities to work more closely with small advisor practices on compliance oversight. We've expanded the number of personnel in our centralized supervisory function to over 70 employees to enhance processes and procedures for reviewing the sale of complex products such as variable annuities and real estate investment trusts.
We've also improved our underlying technology and processing capabilities. For example, we've upgraded our e-mail retention review capabilities to enhance our surveillance and are improving our variable annuity and alternative investment order entry systems to speed processing and provide greater controls. Ultimately, we believe the combination of our objective, independent business model, and our efforts to expand the efficacy of our compliance and risk management capabilities will lower our risk profile and create value for advisors and ultimately can be a competitive advantage in the industry.
I'd now like to share perspectives on how LPL is positioned to drive outside growth in our advisory business in the years ahead. I'll discuss how the breadth of our differentiated offering creates value for advisors, how we grow and monetize this business, and conclude with perspectives on the expanding market opportunity. LPL's history of innovation and leadership in the advisory marketplace dates back to 1991. This commitment has led to the evolution of fully integrated platform that provide advisors access to a wide array of choices to meet investor needs. We've developed several turnkey solutions oriented towards advisors who are focused on robust financial planning, offering them access to our research team, and eight leading investment firms who provide asset allocation strategies for investment implementation.
Alternatively, advisors who serve as a portfolio manager can leverage our enhanced trading and rebalancing technology and in-house product research to seamlessly manage their own models. These scalable solutions drive efficiency for the advisor and allow them to spend more time with clients focusing on broader planning and wealth management opportunities. We complement our investment solutions with a variety of services, which we believe are unparalleled in the market in order to drive advisory adoption and fuel asset accumulation.
As a result, we have an advisory consulting team with 34 dedicated personnel who regularly conduct field appointments in advisors' offices and local trading events to help advisors grow their fee-based practices. Our 50 person research team assists with portfolio strategy, product diligence, manager selection, asset allocation, and rebalancing models. We further differentiate our services by offering advisors a choice of affiliation by providing the only integrated RIA custodial platform in the industry.
Before we entered this market in 2008, independent RIAs who wished to maintain their brokerage business had to operate their practices using at least two service providers. This meant two advisor workstations, multiple custodians, and the need to engage third-party service providers to produce consolidated statements and performance reporting. This complexity reduces advisor productivity and increases administrative expense. Through our hybrid solution, LPL is the only provider in the marketplace who has solved for this need with a fully integrated brokerage advisory platform. Our success in accumulating $78 billion in hybrid platform assets in just six years reflects the market's demand for our solution.
The strength and competitiveness of our overall fee-based solution has led to rapid growth. Our platform is appealing to investors, because it provides them with financial planning, professional management and access to a wide variety of investment options and a range of strategists all for a fixed fee. Today, 36% of our assets our fee-based and approximately 70% of our advisors are licensed to conduct advisory business. This momentum creates the conditions for steady growth with net new advisory assets consistently increasing 8% to 11% a year before the benefit of market appreciation. Since 2008, we've outpaced the industry and accumulated advisory assets with 21% annual advisory growth, including market appreciation compared to 18% for the industry.
From a financial standpoint, the trend towards advisory business is valuable, because advisory assets generate margins greater than brokerage assets. In addition, our fee-based business has helped to raise our recurring revenue from 59% in 2008 to approximately 68% today, which has increased the revenue predictability of our business. Looking at industry trends will shape the future, we believe we are uniquely positioned to capitalize on the increasing demand for our fully integrated solution that really projects the fee-based advisory market to nearly double to over $5 trillion by 2016. In this market, it really projects hybrid RIAs will be the fastest growing channel, expanding their market share of assets between 2012 and 2016 by 3.6% to 12.2%. This projected growth compares favorably to the projections for pure RIAs were forecasted to drive market share by only 1.2%. In both cases, this growth is expected to become largely at the expense of the wirehouse channel, which is forecasted to lose nearly 5% of the market.
Building upon this unique value proposition, we are focused on execution to capture market share. We'll win based on the breadth of our affiliation, our array of investment solutions and leading support services that create the flexibility and value advisors seek at a best-in-breed business partner.
With that, I'll turn the call over to our CFO, Dan Arnold, who will review our financial results and outlook in greater detail.
Dan Arnold
Thanks, Mark. This morning I'll discuss four main themes. First I'll address the fundamental drivers behind our revenue growth in the second quarter, including details on advisor production and activity in our cash sweep program. Second I'll provide insight on our expense structure and share our outlook going forward. I'll then discuss our bottomline results and conclude with an update on our capital management activity.
In the second quarter, revenue grew 7% year-over-year to $1.1 billion, driven by a combination of newly recruited advisors, the productivity of existing advisors and market appreciation. These factors also lifted asset level 17% year-over-year to a record $465 billion. Underlying this growth were positive trends in two key performance indicators: advisory net new assets and commissions per advisor. The advisors attracted $16.5 billion in net new advisory assets over the past 12 months, including $4.2 billion in the second quarter, which represents 10% annualized growth. This marks the 10th straight quarter that growth in net new advisory assets has exceeded 8%, reflecting our sustained ability to gather advisory assets. Notably, an increasing percentage of assets continue to flow to our hybrid RIA platform, demonstrating the increasing demand for this unique solution.
In the second quarter, we continued to see sustained investor engagement. Overall we achieved moderate commission growth as alternative investment sales returned to near normalized levels. For the quarter, annualized commissions per advisor of $155,000 increased 2% year-over-year and declined 0.5% sequentially. Excluding elevated levels of alternative investment sales, commissions per advisor was flat on a sequential at $152,000. Looking forward, absent a dramatic change in market or economic sentiment, we expect the strength in advisory asset flows to continue in the third quarter. We anticipate a mid single-digit percentage decrease in commissions per advisor on a sequential basis due to seasonality and alternative investment sales remaining at near normalized levels.
The low interest rate environment continued to be a headwind to our growth in revenue, as cash sweep revenue for the quarter declined $6 million year-over-year to $25 million. This was driven by two factors: a 15 basis point reduction in ICA fees due to the pricing compression in bank contracts and a 3 basis point decline in fed funds. Since the majority of ICA contract repricing occurred in the first quarter, we do not anticipate meaningful bank compression in the remainder of the year.
Cash sweep balances declined $900 million sequentially to $22.8 billion for the quarter. The underlying business drivers that contribute to our cash sweep balances remained strong as we continue to generate net positive inflows from new accounts. In the quarter, the additional cash gathered was offset by increasing client investment activity primarily directed to our advisory platforms. Cash sweep assets represent 4.9% of total customer assets, which is below our historical range of approximately 6%. Based on our prior experience, we expect cash sweep asset levels to grow in the latter half of the year as we attract new deposits and account rebalancing activity occurs.
With respect to our ICA pricing in 2015, we affirm our prior guidance of incremental 13 basis point step-down on contract pricing below the 2014 ending rate. We retained the upside from rising rates and will benefit immediately as fed fund rate increases, which could offset the effects of the contract pricing decline. Based on current balances, fed funds rate and bank contract fees, we believe we unlocked approximately $245 million in adjusted EBITDA if we maximize our economics in a rising rate environment.
Looking forward to 2016, contracts which represent 27% of our current deposits are up for renewal. As we have previously shared with you, a portion of these contracts currently are in above market fees. As a result, we anticipate further contract pricing compression, which may be mitigated in part by improving market conditions, potentially leading to rising demand for brokered deposits in the coming quarters. We are maintaining flexibility in our commitments and will provide an update in the third quarter on our progress managing these contracts.
I'd like to now focus on expenses. In the second quarter, core G&A expenses were $171 million, up $9 million sequentially. $7 million of this increase stems from the resolution of regulatory and legal matters. Our strong recruiting results account for the remaining $2 million of the increase due to higher incentive compensation cost for our recruiters and related travel expenses. After growing 12% in each of the past two years, our core G&A growth rate would be on track for 4.5% growth in 2014, excluding the up-weighted cost for regulatory matters. As we factor this incremental regulatory expense, we're raising our full year forecast for 2014 to 7%. The 2.5% or $15 million increase to our guidance can be directly attributed to the cost to manage and resolve regulatory matters.
We expect the regulatory environment we're operating in to persist into 2015. We've seen regulators over the last several years broaden the scope, frequency and depth of their examinations to include greater emphasis on the quality and consistency of the industry's execution of policies and procedures. As a result, the additional $15 million of up-weighted regulatory spend incurred in 2014 will be maintained in our baseline expense for 2015. With these costs added to our run rate for 2014, we expect our 2015 core G&A expense growth to be within our stated target of 4% to 6%.
Turning to promotional items, expenses grew $5 million year-over-year as our Annual Masters Conference moved from the first quarter 2013 to the second quarter of this year. Transition assistance expense increased $1 million year-over-year as the growth in recruited advisors is partially offset by the greater use of forgivable loans. Consistent with past years, we will host our Annual Advisor Training and Education National Conference in the third quarter, which will raise promotional expense by an additional $5 million sequentially. We expect this event to generate approximately $4 million in incremental fee revenue to partially mitigate these additional expenses.
GAAP expenses that are excluded from our adjusted EBITDA results were $20 million this quarter, primarily consisting of $5 million in employee share-based compensation and $9 million in restructuring charges associated with the service value commitment. In addition, there was $4 million related to parallel rent and facilities expenses as we transitioned from our old San Diego facilities to our new office tower. We have fully exited our former facilities, so the parallel cost will not recur.
Turning to our bottomline results, we generated $128 million in adjusted EBITDA in the second quarter, down 2% year-over-year, driven by declining cash sweep revenue, the timing of our conference and the increase in regulatory expense. These factors also served to lower our margins by 1% to 11.7% year-over-year. Despite the decline in adjusted EBITDA, second quarter adjusted earnings per share of $0.61 remained flat year-over-year primarily due to our repurchase of 6.7 million shares over the past 12 months.
I'll now turn to our capital management activity. In the second quarter, we continued to leverage our capital light model to opportunistically repurchase shares conducting $25 million of buybacks in the quarter. As of quarter end, we retained authorization to repurchase up to $93 million in shares, which we will deploy to opportunistically buy back shares in the market. In addition, during the second quarter, $23 million was allocated to capital expenditures, and we maintained our dividend, distributing $24 million to shareholders.
With that, Mark and I look forward to answering your questions. Operator, please open up the call.
Question-and-Answer Session
(Operator Instructions) Our first question comes from the line of Chris Harris of Wells Fargo.
Chris Harris - Wells Fargo
So first question on the expenses. You guys gave a lot of good color there. But just wondering if you could expand on that a little bit more. I know just kind of as recently as June, you thought that 5.5% growth for this year was still kind of okay. And so just wondering exactly what happened since that timeframe to move it up to 7%. And then related to that for next year, kind of curious if you could expand on how you're comfortable on hitting that 4% to 6%, because it sounds like a lot of these expenses are going to be kind of recurring. And based on, Mark, what you were saying, some of the risk management build-out is still going to be in effect going into 2015.
Dan Arnold
If you look at this year's expenses outside of the up-weight in regulatory spend, we are tracking to the 4.5% targeted growth in expenses year-on-year. And if you look at the ramp throughout the year in core G&A, it's very different than last year's ramp where we increased spend over the year by about 18%. It's much flatter this year, so that sets up a different dynamic going into next year relative to meeting that 4% to 6% range.
And the shift in guidance from 5.5% back in the quarter to 7% now, it is based on a couple of things. It's regulatory related in terms of the resolution of these matters and it's just -- there was a bit of an increased scope in some of the matters we were working on this quarter as we closed the quarter. And I think, we've got good line of sight on the rest of the year in these matters and hence the increase from the 4.5% at the beginning of the year up to the 7% now for guidance for full year.
Mark Casady
Just a couple of things. One is that we do see an ability to really manage forward expenses by being clear about the source of these expense increases, which we view is not permanent to the cost structure of the business because of the investments we're making, particularly in risk management and compliance oversight. That should give us a return that lets us run an organization in which those surprises are not there, and that's the philosophical thing of what we're trying to do, Chris, as an expense matter.
Chris Harris - Wells Fargo
And then my one follow-up would be related to new advisors' recruiting effort. I mean it sounds like from your comments that things are tracking nicely there, and we've heard kind of constructive things from others as well that are targeting the independent channel. Wondering if that might potentially lead to a little bit better margin for you guys, and what I'm getting at is if all of a sudden there's a lot of demand to get into the independent channel as some of these retention packages are rolling off, might you guys be able to have a little bit of pricing power in bringing in new advisors to your platform?
Mark Casady
Well, we certainly see an uptick in activity. So advisors in motion are what we want to be able to capture a large part of the share. We have captured the market leading share. So we obviously have a great history of knowing what to do when advisors are in motion. Just to remind you, our costs for transition systems are among the lowest. They really are the lowest among the top broker/dealers in the country, already. And so that already demonstrates the pricing power we have in moving advisors to our platform. I think it's generally correct that when we see more movement than normal, generally what we find is that the transition of systems doesn't need to be more robust, and in fact it could be less robust.
We know that also what we're selling is isn't transition assistance , it's the value proposition that we have, and an advisor's practice will be more profitable moving on to the LPL platform whether it's a hybrid RIA or in the more conventional business because of the investments we've made in technology and services and capabilities that lets that advisor have a less costly footprint locally. PWC did a study few years ago and that was roughly 18% more profitable, and that's the value we're selling when we're doing recruiting.
So, we think that affirming a few things, one is the increase in interest in movement. Two is our ability to capture that. We feel as good as ever about our ability to do that and generally agree that that should come at a cost that is pretty close to where you've seen it most recently.
Our next question comes from the line of Alex Kramm of UBS.
Alex Kramm - UBS
The production expense, to talk about that, why that non-GDC related one was lower than usual and then maybe give us some color of what the outlook is there or that might be ramping over the course of the year?
Dan Arnold
The GDC related portion of payout is based on two things: your base payout rate, which consistently runs around the 84% range; and then your production bonus. If you look at it on the trailing 12-month basis, it typically runs in the 2.7% range. The non-GDC related piece, we typically see range somewhere in the 20 basis point to 40 basis point range, and that's driven off of two things. One, it's the deferred comp plan for advisors, which is mark-to-market at the end of each quarter and is based on typically a good proxy for that is the movement in the S&P 500 as an example. And then you also have the second thing that drives that non-GDC relation portion is the stock plan that we have, the equity base plan that we have for our advisors. And that is driven off of the LPLA trading price, of which again is mark-to-market at the end of each quarter.
And so this quarter, you saw it down relative to the prior two quarters, because actually LPL A was off about $3 over the quarter in second quarter. And you saw a bigger move up in fourth quarter and first quarter, so that helps you at least understand why that sequential change over those three quarters.
Alex Kramm - UBS
And then maybe a bigger picture question. I think you addressed a lot of this in your prepared remark and then in the question that you already answered before. But I just want to ask from a broader perspective, if you look at the results this quarter and you think about the environment out there with equity markets up 22% year-over-year, your revenue growth trailing that by decent amounts, 7% or so, but still growing pretty nicely. But then EBITDA being down and obviously in terms of EPS flattish, I mean obviously you have a lot of stuff going on and a lot of the expense growth. But when I look at that from a big picture perspective, it doesn't create a great picture in this great environment. And now obviously the environment can change again. So I'm just wondering as you think about the next few years and maybe the environment changing for the worst, how do you feel about creating any sort of operating leverage on the positive side or being really hurt?
Mark Casady
Just to be clear, we are not happy with these results. We should be getting leverage in gearing into the P&L in a way you don't see the second quarter. So just affirming what I hear a little bit of your voice, the frustration, I could only affirm for you it's the same here. What causes not to get the leverage that we should be getting in the P&L sort of up and down the P&L is essentially cost that we did not foresee or we would have talked about our expense profile differently and a regulatory environment that is much more difficult than we anticipated. We own that and that's our problem.
What I do feel strongly about is our ability to control our expenses going forward and our ability to understand the dynamics of the underlying cost. The other thing I can point to give you proof points of that, because at this point, I'm sure what you'd like to see is proof of it, not our words of it, is if you take out the cost that Dan outlined in the discussion part of our call related to regulatory expenses, our run rate has come down dramatically from where it was. That's the way the performance should be running. It's the result of removing cost on our ongoing basis, it's procurement work. It's all the things that we should be doing. So the fundamentals of the business are looking as good as I've seen them in my 12 years here.
The issue that we run into is that we've needed to invest heavily in risk management and compliance resources and we're a bit behind the curve. As a result of being behind the curve in that, we're getting the regulators appropriately, making sure that we understand that we should have been ahead of the curve. And therefore they're finding fines traveling through the P&L. Our goal is to get those fines to go away, not because they go away, but because we do a great job in risk management and compliance work. And so that's how we know we can then get the P&L to operate the way that's traditionally operated in all cycles of the market, Alex, which will let us be able to control the levers of cost whether the markets start to go down and sales slow or whether they are robust. And therefore I'd have to increase expenses as a run rate matter when we see volumes increase.
Dan Arnold
So if you think about the second half of the year, if you were to create a similar type revenue growth characteristic in the 7.5% range and you look at the expenses in the second half of the year, roughly maintaining flat where they were in the first half of the year, then you're going to end up with low single-digit expense growth year-on-year and you're going to then start to see what we would expect how the model would operate where you get 7.5% revenue growth and you're getting low single-digit expense growth. You're going to start to see that margin expansion come back.
Our next question comes from the line of Chris Shutler of William Blair.
Chris Shutler - William Blair
On the regulatory expense issue and the upweighted expenses, to the extent that you guys can disclose the issue, what have the issues been? And then what specifically are you doing to mitigate those issues?
Mark Casady
Let's start with what they are. So basically we have, as you know, a variety of regulators. So you've seen some of the releases related to fines for matters for securities such as non-traded REITs or variable annuities. We also of course regulated in all 50 states. We've had a number of matters with the states, Massachusetts being the one, as I said here in Boston, that's easiest to point out. We've also had matters with the state of Illinois and a variety of states related to REIT matters. So what we're doing to make sure that we are making sure that investors are protected, which is our primary goal here. Number two, making sure advisors are fully compliant and doing the right thing by clients, which we generally see that they are. These are for the most part home office retrokeeping and processing matters that we've needed to shore up.
So let's just rattle off some of the things that we're doing. We've created a centralized review team. That's 70 people that I mentioned in my remarks that are looking at all activities in those areas for products that are just more complex either because the nature of how they're built or the nature of how they're processed. Remember, alternative investments are still a manual paper process, which means it's hard to automate that work.
The second thing I'd say is we're spending money and working in partnership with the industry to create a solution for processing non-traded REITs just as we helped created a solution for variable annuities, which helped the process quite a bit. We also are making sure that we're doing a great deal more in terms of training of our own employees, the supervisors who oversee them, the supervisors in local offices and advisors as well either on product complexity, different areas of the rules that we oversee and so forth. And then we're also making sure that we have plenty of disclosure and good processes for making sure investors understand what it is they're buying and how they're buying it.
And so as we look across the totality of what we're trying to do, we're trying to move a lot of activities at once. That's why you're seeing just the sheer increase in number of people across legal, our compliance group as well as audit. I think the good news in that is that once you've got the right people in place and you've got good technology in place, which we're about halfway through at this stage, then actions start to create an environment in which those exceptions are more unusual than they are today and it's the exceptions and the documentation of them that's leading to this higher level of settlements with the regulators. And so it's not an excuse. Again, we should have come into this part of the cycle stronger than we did. But we want to make sure shareholders understand that we're going to invest in this. It's a smart investment for us to make and it's the right thing to do as it relates to the industry and the investors who are trying to save for their retirement and their financial future.
Chris Shutler - William Blair
I remember going back probably nine months or a year ago, you guys were talking about how Robert Moore was spearheading some efforts to segment your advisor base a little bit more to try to increase productivity and provide different types for each group. Was just hoping to get an update on those efforts.
Mark Casady
We are making good progress on segmentation. And understanding the dynamics of what different groups of advisors need to be, so how does that show up? It shows up for example in our upcoming national conference where advisors who might be smaller in production, but have good growth trajectory will be brought to the conference as part of our training and development of them to help them with their business. That'll be the simplest example I can give you. More complex should be some of the pricing works that we're doing around how to make that simpler for advisors and thinking about the practices that are in effects. And then also thinking about how we deal with transition advisors into the company and what type of practice they have or sort of pre-segmentation, if you will, and how best to help them with that activity.
That's also combined with our data management or big data is the common term in the world. We're doing some really fascinating work like Dan just spoke about, because it's not segmentation per se, but it's the same idea, how do we make sure that we're creating better outcomes in terms of growth and profits for the company through being smarter about and put more personalized to the advisors that we serve and their investors and also sponsors in the case of big data.
Dan Arnold
In this period of leveraging big data and turning it into business intelligence, we look at the opportunity set across our entire ecosystem. So you start with the product sponsors as an example and how can we create efficiency and efficacy in their efforts to position products and ideas and solutions to our advisors in a more effective way that will drive productivity of our advisors and reduce their overall cost of distribution. And to the extent we're successful at doing that, that's obviously a real value we're creating in their overall models, which helps improve our overall economics in those product sponsor relationships. So that's one body of work around business intelligence.
The second one that I think ties back to your question around segmentation, it allows us to leverage that insight and information to be able to better support our advisors and their growth opportunities whether that's gathering new clients or new assets with their existing clients and how do we help them better understand where that opportunity set is within their practice and then provide them the solutions in an efficient way, so they are very on target and on point in leveraging where their opportunity is with the right solution, again all in the spirit of helping them grow their practices. So those are two applications, if you will, across the ecosystem, where we would leverage business intelligence to drive value.
Our next question comes from the line of Joel Jeffrey of KBW.
Joel Jeffrey - KBW
Just a question on the non-traded REITs, I appreciate the color you gave on the performance this quarter and sort of expectations for the third quarter. If I recall, in the last conference call, you guys had talked a little bit about the potential for increased liquidity events happening in the back half of the year. Are you now thinking that this could occur in the fourth quarter or is this just not likely to occur at all?
Dan Arnold
So again, these are, as we've said along, a little tough to predict, because I think some of the product manufacturers will state they have a plan and then ultimately there's a variety of different reasons why they may shift that plan. And so I think what we do know is there's a couple of larger non-traded REIT sponsors who have suggested that they are contemplating a liquidity event. And when those occur, obviously the repositioning of those assets back into a non-traded REIT all to achieve the same yield characteristics as they had before the liquidity event, you see some upweight in commissions that occur.
And so the second half of the year, we had anticipated a bigger opportunity set associated with that. I think there's still some potential for activity from a liquidity standpoint. But as we look out and look forward, we don't see the big variance, if you will, than you saw in the second half of last year. In fact, if you look at the inflated level of AI, which was about $40 million inside the quarters, the second half of last year, at most it would represent about 25% of that inflated amount in the second half of the year.
Joel Jeffrey - KBW
In the Financial Telesis deal, talking about potentially $20 million to $25 million in annual incremental revenue?
Mark Casady
Joel Jeffrey - KBW
And are there any costs associated with that? What was the bottomline impact for those revenues?
Dan Arnold
You want to think about this just like we're recruiting a new client. So the cost that we're inheriting inside Financial Telesis will be maintained in the new practice that is created Global Retirement Partners. And so the only incremental expenses that we get are the normal traditional growth expenses relative to that $20 million to $25 million of incremental revenue coming onboard.
And because this retirement business is not typically custodied here, it has a slightly different revenue trajectory and ultimately margin associated with it in the short run. I think the opportunity set is that now we see a larger practice that can effectively leverage two things: our roll-over program that we've created and our in-planned advice capabilities in this retirement space. And that's a way to more effectively and holistically leverage those capabilities. You'll see the margins drive off from that business and the economics improve.
Our next question comes from the line of Devin Ryan of JMP Securities.
Devin Ryan - JMP Securities
Just wanted to get an update on acquisition opportunities and really your appetite there, specifically around independent broker roll-ups. Is the opportunity any better today? I know that you guys haven't done one in a while. Is the timing better for any reason whether it be better pricing or something else that can just lead to more inorganic activity expanding headcount?
Mark Casady
We look at what's available in the marketplace. Our general assessment is that the prices of today and at the quality of what's on offer are not the right transactions for us. As simple as that. I don't see that outlook changing in the foreseeable future for us. And so that lets us put capital work in a different way. We obviously have been buying our own shares, which we see as a bargain. And therefore what we have is ability to make sure you get a good return on that cash by being able to buy back our own shares and use that free cash flow to effectively return to our shareholders. We have about a third of our free cash flow that we use to pay dividends. And that's given us a nice yield on the stock, which certainly has been helpful as we look at the different buyers of it and so forth.
And so at this point, we like no better investment than our own and are happy with that. We'll continue to look for inorganic possibilities, but don't see anything on the horizon that looks pretty good.
Dan Arnold
Of course, we like the organic growth that comes from recruiting as well. And so we continue always to assess that balance around maximizing the opportunity set with the right balance in the cost to acquire that business. And so it's something that we're constantly working on and assessing within an organization who is very adept at capitalizing on their recruiting opportunities and has 60-plus people that's been full time focused on trying to make sure that the marketplace is aware of the capability sets of our model and ultimately and successfully bringing in those new advisors. And as you've heard us talk about before, we generate some of the best returns that we can offer that investment.
Devin Ryan - JMP Securities
We've been in recent months that there's been a bit of increase in demand from third-party banks for cash and that is driving actually little better pricing power on cash balances. And so I just wanted to get a sense if that's the case, that doesn't sound like the yield guidance for next year has changed at all and my guess is that there's timing around which programs roll off and what they're on. But do you expect any upward pressure there based on what's happening in the competitive market right now?
Dan Arnold
We're beginning to see certainly characteristics of improved pricing power for the reasons that you said. There's certainly the lending environment and has enhanced. There's a growing demand for deposits. We're also seeing some capacity in banks for these types of deposits. And so that creates a greater demand for them to attract new deposits and even some of the clarity that comes with Basil III and LCR rates relative to these deposits are all three things that we believe and are beginning to see signs that pricing power changing a bit. Too early to tell you exactly what that is. We've maintained our flexibility to continue to let those market dynamics evolve a bit before we ultimately make commitments or lend on how to reposition the portfolio in the future.
Mark Casady
Yeah, that's certainly helping the portfolio from a maturity standpoint is to try take advantage of that, Devin. Hopefully see demand rise a bit more as the economy improves and as liquidity obviously comes out of the market as the feds slows its QE programs. So we like the idea of shortening up a little bit as much as you can in this current portfolio.
Devin Ryan - JMP Securities
Are you still examining the industrial bank charter or will that be determined as that might be the best course, especially if there's any shift in possibilities from other cash programs?
Mark Casady
We're certainly still investigating to understand what the possibilities are. But obviously what we're trying to do is we know that placing deposits into the banking system in the way we're doing, it says once in a while if a banking system works well for us, works well for shareholders. So that is our preferred. There's no capital involved with it. Let's just continue to be a capital light model, which is the preference, which is why I'm saying whether there's optionality or does it help us, for example, in some way in the future as we think about what an ILC might look like.
Our next question comes from Ken Worthington of JPMorgan.
Unidentified Analyst
It's (inaudible) for Ken Worthington. Yields in ICA were up 4 basis points this quarter, more than fed funds increased on average for the quarter. Balances are also down a little. Can you talk about the dynamics that drove the yields higher?
Mark Casady
The reduction in some of the lower-priced balances create a slight sequential tick up in that yield.
Our next question comes from the line of Bill Katz of Citi.
Bill Katz - Citi
Just going back to the regulatory backdrop, how much of your incremental spend is idiosyncratic to catching up to pace of growth versus industry dynamic?
Mark Casady
100% of it is unique to us in the sense that it's our particular journey in terms of what's happening. So 100% of it's related to fines for us for activities that have occurred. That's the difference what our expense run rate would be to what it actually is. Certainly across the board, what we're seeing in the industry is heightened regulatory review in all financial services industries, not just broker/dealers. But those are individual items to our firm that relate to our practices in and of itself, but we've seen actions by the regulators to our competitors in the space that are similar to what was happening here. And so it's a different dynamic in terms of how they make their way into the world.
Bill Katz - Citi
Dan, just sort of requalify what you mentioned in terms of where the non-traded REITs are in terms of the contribution to commissions or production. I guess the broader question is, is there any behavioral change you're making with your FAs to reduce the regulatory risk on that side of the equation as long as a result with that if any kind of lasting impact on production levels?
Dan Arnold
A vast majority of advisors here are doing fantastic job for their investors. When I get to look at all the detail here and if I look at activities in this area, there's a varied situations in which someone is doing something that we'd all agree (inaudible) might be that is by far the far exception. The vast majority of these issues really relate to the way processing occurs and our ability to oversee the process to have certainty of the outcome. Best example would be in a particular state where there's a limit to the amount one can sell, you could imagine how easy it would be to say, gee, that limit comes up to $942 and what I want to do is round it to the nearest dollar and I rounded up and set the rounding down. That actually is a violation of the state's limits. And the matters that we've settled, it'd be fair say 80%-ish rounding errors, maybe 78% that are there. That's not acceptable. So it's still a violation, but it's not bad behavior that's causing that. It's the lack of an automated system that lets us catch that in a way that then prevents the sale from going through. That's what we're building.
So what we've done in the interim is we've added people to look at those transactions, 100% of them, make sure the math works correctly, which is our job. And then if it doesn't work correctly, go back to the advisor and work through a solution. So is having some effect? Yes. Just because it's some newer processes that are being built, but not enough to move the revenue line significantly that's there.
The other important thing to state is if you look at the totality of products that have been put on platform, again, they've really performed quite well. So it's again not a product problem where we're approving a product that turns out not to be a good thing for investors. In fact our processes there are quite good. So this really is the mechanics of how one documents and reviews the sale of alternative investments. Variable annuities have a version of the same thing, because again these are all for the most part paper-based products for settlement. And that's really where the issues arise and overseeing them.
So I'd describe all that as a little bit slower revenues, not necessarily permanent. It actually mirrors what we saw in the mutual fund industry in the early 2000s post the market break when A, B and C shares really dramatically changed. And essentially what happened was A shares became the dominant share class what used to be a much more mixed than that prior to the regulatory actions in the early 2000s, as I recall, 2004, 2003. And what happened then was essentially sort of a similar path, which is the realization that processes that were being reviewed as well as they should across the entire industry not just at LPL, the industry changed the series of its policies just as I see it doing right now in REITs and annuities. And that's led to some temporary slowdowns, but actually created a much stronger outcome for investors, which creates more sales when you achieve what it is they're trying to achieve through the planning and activity you're doing with them.
Our next question comes from the line of Alex Blostein of Goldman Sachs.
Alex Blostein - Goldman Sachs
I was wondering if you could break down the contribution to commission per se kind of from a fee-based component versus more transactional, because it seems like the transactional piece per se, I guess, was down, not as much as some would have thought. So I would imagine that the trend might continue into the back half of the year, given how good activity was in this second half of 2013? So mayb just parse it out for us a little bit and give us a sense of where the true commission activity rate number could go in the back half of the year versus the second half of '13.
Dan Arnold
Your average productivity across both advisory and brokerage in the second quarter of this year was $251,000, of which $155,000 of that was commission-based and $96,000 of that was advisory-based. So if you look at that on a year-on-year basis, you see that good consistent steady 8%-plus growth in advisory and you see your commissions, as you would expect, being up slightly year-over-year from $155,000 to $152,000. But if you back out the incremental small amount of inflated alternative investment or non-traded REIT activity that we had in the second quarter, then your productivity levels on what I would call your baseline goes back to the $152,000 level. So on a year-on-year basis, it would be flat and pretty flat on a sequential basis from first quarter to the second quarter. So that just gives you the characteristics around how advisory is moving and how brokerage or commissions are moving and how they relate to the total productivity in the quarter. And again, that was $251,000.
If you look at the second half of the year, to the extent that as we said, we see consistent flow of net new assets, so you would think there would be a correlation in productivity related to the advisory piece with those net new assets coming in. And then from commissions related standpoint, I think what we were saying earlier is if you maintain the same amount of alternative investments sort of inflated amount of business, your jumping off point is $155,000. And you've got some seasonality adjustment from second quarter to third quarter that you would adjust for that's typically in low single-digits to mid single-digit range from second quarter to third quarter. So hopefully that helps you at least break it down, I think, from an advisor productivity standpoint.
Alex Blostein - Goldman Sachs
And the second question I had, real quick, is just on the rate sensitivity and it's a trailing minor. But I guess when you look at your table, when you guys disclose the upside, it did come down a little bit to 25 basis point from, I guess, 1,700 to 1,600. Anything in particular driving that, I would imagine. I mean maybe some of that is the balance is being lower, but that probably would carry through the rest of the bucket as well. Is there any reason for that?
Dan Arnold
No, that's the right instinct. It was a combination of two things. One, it actually moved up 2 basis points. And so that's sum of it. And then you don't have as much as upside just because of that and then the balances were down. So that's correct.
And I'm showing no questions in the queue. At this time, ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Everyone, have a wonderful day.
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February 4, 2011
MICHAEL WALTHER, PLAINTIFF,v.NALIN PATEL, D.M.D. ET AL. , DEFENDANTS.
Before the Court are motions to dismiss for failure to state a
claim under Rule 12(b)(6) of the Federal Rules of Civil Procedure by
Defendants Nalin Patel DMD, Nalin Patel DMD PC, Advanced Dental Care,
Advanced Dental Care LLC, and Fairless Hills Dental Center ("Dental
Defendants") [doc. no. 20]; and Defendants Capital One Bank (USA),
N.A., Capital One Financial Corporation, and Capital One N.A.
("Capital One Defendants") [doc. no. 16]. *fn1
For the reasons that follow, the Court
will dismiss Plaintiff's claims that the Dental Defendants and the
Capital One Defendants violated Sections 1962(c) and (d) of the
Racketeer Influenced and Corrupt Organizations Act for failure to
state a claim. The Court will also dismiss the state claims for lack
of subject matter jurisdiction pursuant to 28 U.S.C. § 1367(c).
Plaintiff Michael Walther, a resident of Fairless Hills, Pennsylvania, is a developmentally disabled adult who is unemployed but lives independently on a small fixed income. *fn2 During the relevant period he had no guardian or attorney. *fn3 Dental Defendants maintain their principal places of business in Bucks County, Pennsylvania. *fn4 Capital One Defendants maintain their principal places of business in Virginia. *fn5
In February 2008, Walther contacted Dental Defendants *fn6 via phone to obtain an examination, cleaning, and teeth whitening, claiming he wanted a "beautiful smile as seen on TV," and was told he would need to appear in the office for an examination and an estimate. *fn7
During that first visit, Walther was given an estimate of $600,
which he was told he could pay in installments. *fn8
He scheduled the treatment for February 22, 2008.*fn9
Walther alleges that during that February 22 appointment, he was
"subjected to a barrage of cosmetic dentistry promotional media
including brochures, posters and video." *fn10
He avers he arrived at the Dental Defendants' office with
"the purpose of acquiring the beautiful smile that
Dental Defendants had promised him, such as he sees both on TV and
in the Dental Defendants' video." *fn11
Dental Defendants told Walther they could complete the treatment that
day. *fn12
After examining Walther and unsuccessfully attempting to explain the proposed treatment and financing plan to Walther, Walther instructed Dental Defendants to telephone his friend, who, Walther claims, did not bind Walther to that proposed plan or represent that she had the authority to do so. *fn13 Thereafter, Dental Defendants contacted Capital One Defendants regarding a $25,000 loan to finance the proposed treatment. *fn14 Walther never spoke with or otherwise directly communicated with the Capital One Defendants. *fn15
Dental Defendants gave Walther a series of documents to sign, including: (1) the Advanced Dental Care Financial Policy; (2) the Treatment Plan; (3) an Advanced Dental Care General Dentistry Treatment Form; (4) consent forms for "Fillings, Inlays, and Onlays," and for "Cosmetic Dentistry;" and (5) a Capital One Health Care Finance Credit Application. *fn16
Walther characterizes the dental work as a "full-mouth restoration," and, indeed, the detailed, three-page treatment plan includes a listing of procedures to be provided-scaling and root planing, dental crowns, inlays and veneers-and the prices for each procedure, totaling $26,525. *fn17 Walther signed a copy of that treatment plan, declaring that he had "not been pressurized [sic] by the staff or the doctor of Advanced Dental Care" and that he understood "all the guidelines of the treatment and the loan." *fn18 Walther also signed the General Dentistry Treatment form authorizing "the dental restoration and treatments as explained to [him]," and the two consent forms authorizing "A. Patel" and associates to render any treatments deemed necessary or advisable. *fn19
The Advanced Dental Care Financial Policy provided to Walther discloses that full payment for services is due the day treatment begins and offers financing through "third party finance offices," including Capital One and several other lenders, with loans up to 5 years. *fn20
Walther signed that form, declaring that he understood and accepted the terms of the policy. *fn21
Dental Defendants contacted Capital One Defendants online to arrange for a $25,000 loan. *fn22 Walther signed the credit application, *fn23 and, within ten minutes after it was sent, Dental Defendants received telephone approval of the application for a $25,000 loan at 19.99% interest over a five-year term, at an actual cost of $40,000 over the life of the loan. *fn24 Although Walther alleges that the $25,000 was to be immediately disbursed to Dental Defendants, he also asserts that weeks after the treatment, he received the loan documents from Capital One and a bill from Dental Defendants. *fn25
Dental Defendants performed most of the extensive cosmetic dentistry described in the treatment plan in a single day. Subsequently, the caps, crowns, and veneers loosened or completely detached, "leaving plaintiff with missing and deformed teeth, altering and worsening his bite, and substantially aggravating his pre-existing speech impediment." *fn26 Walther also complains of abnormal or loss of sensation in his mouth, loss and improper spacing of teeth, difficulty eating, and the risk of future periodontal and other dental disease. *fn27 In addition, his credit has suffered. *fn28
Walther generally alleges that the Dental Defendants manipulated
or deceived Walther into signing the loan documents "by the in-office
promotional media and by representing that Dental Defendants could and
would provide Plaintiff virtually instantly with the clean, white
teeth and beautiful smile that he desired." *fn29
Defendants also purportedly misrepresented that the
treatments were medically necessary. *fn30
Walther claims Defendants knew or should have known that he did not
understand or appreciate either the documents presented to him or
Defendants' representations *fn31 about the
cost and nature of the dental services and financing to be provided,
and took advantage of his disability. *fn32
Walther also alleges that Defendants failed to inform him of the
extent and cost of the dental and financial services.
*fn33 Walther believed, based on his prior visit, that he was financing only $600-the estimated cost of
cleaning and whitening presented at his first visit. *fn34
On February 19, 2010, Walther filed the pending action against the Dental and Capital One Defendants in this Court [doc. no. 1], alleging:
* two state law claims against only the Dental Defendants: Negligence (Count I) and Negligence Under Restatement (Second) of Torts §§ 323 & 324 (Count II);
* four state law claims against all Defendants: violation of the Pennsylvania Unfair Trade Practices and Consumer Protection Law, 73 Pa. C.S.A. § 201 et seq . (Count III); Negligent Misrepresentation (Count IV); Intentional Misrepresentation (Count V); and Common Law Deceit (Count VI);
* two federal claims against all Defendants: violation of the Section 1962(c) of the Racketeer Influenced and Corrupt Organizations Act ("RICO") (Count VII); and RICO Conspiracy (Count VIII).
Dental Defendants move under Rule 12(b)(6) to dismiss all but Count I. Capital One Defendants move to dismiss all of the claims against them (Counts III through VIII).
In reviewing a Rule 12(b)(6) motion to dismiss for failure to
state a claim upon which relief may be granted, the Court must accept
a plaintiff's factual allegations as true and draw all logical
inferences in favor of the non-moving party. *fn35
Courts are not, however, bound to accept as true legal
conclusions couched as factual allegations. *fn36
The Complaint must set forth direct or inferential
allegations respecting all the material elements necessary to sustain
recovery under some viable legal theory. *fn37 And the
plaintiff must allege "enough facts to state a claim for relief that
is plausible on its face." *fn38 The Court
has no duty to "conjure up unpleaded facts that might turn a frivolous
action . . . into a substantial one." *fn39
Under Rule 9(b) of the Federal Rules of Civil Procedure, a
plaintiff must plead mail and wire fraud with particularity.
*fn40 This burden is satisfied by pleading the
"date, place or time" of the fraud or using "alternative means of
injecting precision and some measure of substantiation into their
allegations of fraud." *fn41 The plaintiff
must also allege "who made a misrepresentation to whom and the general
content of the misrepresentation." *fn42 The
pleading must be sufficiently detailed to put the defendant on notice
of the "precise misconduct" of which it is accused, *fn43
by pleading "the who, what, when, where, and how" of the fraud.
*fn44 To successfully plead specific intent to
defraud, however, a plaintiff need only satisfy the pleading standards
under Rule 8(a)(2). *fn45
A. RICO Claims
Because the federal RICO *fn46 claims
provide the only basis for subject matter jurisdiction over this
Complaint, the Court's analysis begins there. *fn47
Counts VII and VIII of Walther's Complaint allege that
the Dental Defendants and Capital One Defendants violated both Section
1962(c) of RICO by "engaging in an institutionalized pattern of
deceptive practices designed to promote buying of elective dental
procedures via impulse, instant borrowing," and Section 1962(d) by
conspiring to violate Section 1962(c). *fn48
Section 1962(c) of the RICO statute provides that: It shall be unlawful for any person employed by or associated with any enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprise's affairs through a pattern of racketeering activity or collection of unlawful debt.
To plead a Section 1962(c) violation, Walther "must allege (1) conduct (2) of an enterprise (3) through a pattern (4) of racketeering activity." *fn49 Walther alleges Capital One and Dental Defendants engaged in the predicate acts of mail and wire fraud, pursuant to Section 1961(1) and 18 U.S.C. §§ 1341 and 1343, by using the telephone, internet and mail to perpetuate their alleged fraud. *fn50 Defendants argue that the RICO claims must be dismissed because Walther has failed to allege the elements of a RICO claim by insufficiently pleading: (1) the existence of a RICO enterprise; (2) facts to support the predicate acts of mail and wire fraud; or (3) a pattern of racketeering activity.*fn51
1. Enterprise
The Court finds Walther has sufficiently pleaded the enterprise element. A RICO "enterprise" may include "any individual, partnership, corporation, association, or other legal entity, and any union or group of individuals associated in fact although not a legal entity." *fn52 In addition, the enterprise and RICO "person" (e.g., the defendant) must be "two distinct entities:
(1) a 'person;' and (2) an 'enterprise' that is not simply the
same 'person' referred to by a different name." *fn53
Here, Walther pleads that the enterprise consists of an
"association-in-fact" enterprise made up of Dental Defendants and
Capital One Defendants. *fn54
a. Distinctiveness
Capital One Defendants argue that Walther has violated the
distinctiveness principle embodied in Section 1962(c) by naming as
RICO persons all of the individuals or corporate entities that
together form the alleged RICO enterprise. But they overstate the
strength of the case law supporting that conclusion. *fn55
Though the Third Circuit has never decided this specific
question, many district courts within this circuit have held
otherwise, *fn56 and the weight of
authority in the circuit courts of appeals is contrary to
Defendants' approach. *fn57 It is clear that
a defendant may not, on its own, make up the entire enterprise-for
example, when a corporation is named as both the "person" and the
"enterprise." *fn58 But there is no sound
reason for concluding that a person that forms only part of an alleged
association-in-fact made up of multiple unaffiliated corporate
entities or individuals should be deemed synonymous with the
enterprise: "A part of the whole does not share identity with the
whole." *fn59 Here, Walther alleges an
enterprise made up of a natural person and various separate corporate
entities. Each are separable and legally distinct from the enterprise
itself and thus satisfy the distinctiveness requirement. Moreover, the
policy basis offered by the Eighth Circuit in rejecting Defendants'
proposed rule is persuasive:
A collective entity is something more than the members of which it is comprised. If five persons form an association in fact and engage in a pattern of racketeering activity such as drug smuggling and murder, an individual member could never be prosecuted for violating RICO under the appellants' reasoning because he or she would not be considered distinct from the enterprise. We do not believe that Congress envisioned that this type of conduct would be insulated from RICO prosecutions. *fn60
This Court agrees and joins other courts that have concluded the distinctiveness principle is not violated merely by naming as a RICO person a legally distinct entity that is also a member of the alleged association-in-fact enterprise so long as that person is not the enterprise's sole member or does not merely conduct the regular affairs of the alleged enterprise such that it is indistinguishable from it. *fn61
Capital One Defendants also argue that even if the distinctiveness requirement is satisfied by naming as defendants fewer than all members of an association-in-fact, it is violated if all members of the enterprise are named. *fn62 Defendants have offered no principled basis for why this should be so, and this Court declines to conjure one up for them. Indeed, such a rule would prevent a plaintiff or the government from prosecuting all potentially liable members of an association-in-fact enterprise.
b. Structure
Both sets of Defendants contend that Walther has not sufficiently
pleaded the enterprise's organizational structure. *fn63
An "association-in-fact enterprise must have at least
three structural features: a purpose, relationships among those associated with the
enterprise, and longevity sufficient to permit these associates to
pursue the enterprise's purpose." *fn64 Under
this "undemanding standard," *fn65 the
enterprise need not have formal mechanisms for controlling the
enterprise's affairs, and can be an entity where decisions are made on
an ad hoc basis. *fn66
Walther has alleged sufficient facts as to the structure of the
alleged enterprise. He has alleged that the enterprise had the "common
purpose . . . of defrauding [patients by] engaging in an
institutionalized pattern of deceptive practices designed to promote
impulse buying of elective dental procedures via impulse
borrowing." *fn67 And because Walther has
alleged that Dental Defendants and Capital One Defendants have a
contractual relationship to provide reciprocal benefits to one
another-the availability of in-office instant credit to dental
patients that facilitates the purchase of dental services
*fn68 - he has sufficiently pleaded details from
which this court can infer not only a relationship among the members,
but also one of sufficient duration to carry out the purpose.
*fn69 Finally, though Walther must allege an
enterprise that is separate from
the pattern of racketeering activity, *fn70
he has done so here. "Allegations that members of the
enterprise . . . provided 'legitimate services during the period in
which they were engaged in racketeering activities' satisfies this
element." *fn71 Walther has alleged a
legitimate contractual business relationship between the Dental
Defendants and Capital One Defendants to offer real-time financing to
patients that was allegedly used to facilitate the fraud. Walther has
thus sufficiently pleaded the enterprise element.
2. Pattern of Racketeering Activity
a. Predicate Acts & Federal Rule of Civil Procedure 9(b)
Defendants argue that Walther has not sufficiently pleaded facts
that constitute mail and wire fraud predicates. *fn72
The mail and wire fraud statutes, 18 U.S.C. §§ 1341 and
1343, "prohibit the use of the mail or interstate wires for purposes
of carrying out any scheme or artifice to defraud." *fn73
Both require fraudulent intent. *fn74
The scheme must involve a "fraudulent misrepresentation
or omission reasonably calculated to deceive persons of ordinary
prudence and comprehension," *fn75 though the
communication via the mails or interstate wires need not itself be
fraudulent so long as it is "incident to an essential part of the
scheme." *fn76 An omission may be sufficient
to state a claim if it results in "'the deprivation of something of
value by trick, deceit, chicane, or overreaching.'" *fn77
Here, though Walther has pleaded with particularity the
time, date and place of the alleged conduct, he has failed with
respect to the "who," "what" and "how" of the mail and wire fraud as
required under Rule 9(b) of the Federal Rules of Civil Procedure.
Walther does not sufficiently plead who made
the alleged misrepresentations because he merely identifies "Dental
Defendants," as a group, as "the deceiver." *fn78
The failure to identify the speaker of the deceptive
statements is alone sufficient to dismiss the RICO claim.
*fn79 This is not a case where the general
identity of the speaker or actor would not be in a plaintiff's
possession such that this requirement might be relaxed.
*fn80 All of the alleged misrepresentations or
omissions allegedly occurred while Walther was at Advanced Dental
Care's offices on the day of his treatment. Surely he is aware of with
whom he spoke or interacted, at least generally by function
or position, if not by name. His failure to identify those persons
in the Complaint is fatal; it does not provide the Defendants notice
of the precise misconduct of which they are accused.
Moreover, Walther has not sufficiently pleaded the "what" or "how" required to state a claim for mail and wire fraud, though this is arguably a closer question. As an initial matter, the Court must disregard the allegations that are generalized and conclusory, *fn81 such as allegations that Defendants "engaged in deceptive and fraudulent conduct"; "manipulated" Walther into signing loan papers; "committ[ed] consumer fraud;" "acted deceptively;" "deceived Plaintiff into signing a contract to borrow $25,000." *fn82 None of these statements are backed by facts suggesting how Walther was deceived or manipulated. And though Walther repeatedly and generally refers to Defendants' "representations" regarding the treatment, its costs and the costs of financing, *fn83 he says almost nothing about what those representations were. In fact, in the entire Complaint, Walther identifies only three representations ever made by any Defendant.*fn84
First, Walther alleges that "Defendants recklessly and intentionally misrepresented that [he] would receive dental care including clean, white teeth and a beautiful smile as he sees on TV" when they knew he could not understand the nature of the financial and dental services or their costs. *fn85 Though this allegation identifies the general content of the representation, it does not present any facts suggesting the representations were made knowing of their falsity. And because Walther clearly received "dental care" that involved teeth cleaning and cosmetic dentistry, *fn86 the alleged "falsity" here apparently arises from the resulting poor quality of those services and harm to Walther. But that complaint sounds in negligence or breach of contract, and Walther cannot convert it to fraud by labeling the statement a "misrepresentation" *fn87 without any facts from which this court can plausibly infer that Dental Defendants knew they could not deliver on the promised services.
Second, Walther alleges that Defendants "intentionally misrepresented" to Plaintiff that the treatment was "medically necessary dental work and restoration." Defendants argue that not only is this statement inadequate because it fails to allege what specifically Walther was told about medical necessity, it is contradicted by Walther's assertion that he believed he was going to receive treatments to obtain white, clean teeth and a beautiful smile-e.g., cosmetic procedures. *fn88
Additionally, the Court notes Walther signed the "Cosmetic Dentistry" consent form. *fn89 In light of those facts, Walther's allegation is not sufficiently particular.
Third, Walther alleges that Defendants misrepresented that the "dental and financial services to be rendered were of high quality, well above minimal standards of acceptable care in the community." *fn90 Not only does this allegation lack the specificity required under Rule 9(b), it seems plain that such subjective and unverifiable statements are more puffery than dirty pool, and are thus not actionable as mail or wire fraud. *fn91
Walther's allegations of material omissions likewise are
insufficient. He claims that defendants knowingly "conceal[ed],
suppress[ed] or omitt[ed]" material facts by failing to inform him of
the extent and costs of the dental and financial services.
*fn92 This allegation is far too general to
satisfy Rule 9(b) since it states nothing about what
material information Defendants failed to reveal to Walther. And
mere non-disclosure, without more, is insufficient to state a mail or
wire fraud claim. *fn93 Because the Complaint
never states what Walther was told on February 22
regarding the services he was to receive that day and their costs,
this Court cannot even infer what omission might rise to the level of
fraud. Moreover, the detailed treatment and consent
documents that Walther signed demonstrate that Walther was
informed not only about the number and nature of the services he was
to receive, which went far beyond cleaning and whitening, but also
about their individual cost. Under these circumstances, the Complaint
does not plead with particularity "the deprivation of something of
value by trick, deceit, chicane, or overreaching."
The gravamen of Walther's Complaint is that Defendants took
advantage of his inability to comprehend what he was told and his
susceptibility to marketing information. *fn94
Though the "ordinary prudence" standard for mail or wire
fraud does "not . . . grant permission to take advantage" of those
with lesser mental abilities through a deliberately fraudulent
scheme, *fn95
Walther cannot successfully allege fraud based on those vulnerabilities without some facts suggesting how Defendants knew or should have known of those limitations and their intent to deceive him through misrepresentations or omissions. Not only has Walther insufficiently pleaded a misrepresentation or omission, he has not alleged any facts suggesting how Defendants may have had notice of his disabilities. Moreover, he asserts he lived independently and without an appointed guardian. *fn96 Walther's allegation that the Dental Defendants spoke with Walther's friend to explain the dental services and financing might suggest some knowledge of his limitations, *fn97 but without some facts as to what Dental Defendants said during that conversation or what rationale Walther gave them for requesting that they phone his friend, Walther's allegations are insufficient for this Court to infer their knowledge of his limitations and any intent to take advantage of them. At base Walther appears to allege that the combination of the video and other marketing materials that he was exposed to while in the dental office, none of which are alleged to be false or misleading, the availability of instant credit to finance the dental services, and Walther's susceptibility to those marketing tactics caused him to purchase the treatments and take out the loan. *fn98 While the Court is not unsympathetic to Walther's plight, he has not sufficiently pleaded mail or wire fraud.
b. Pattern of Racketeering Activity
Even if this Court accepts that Walther sufficiently alleged fraudulent activity, he has not sufficiently alleged a pattern of racketeering activity. A pattern of racketeering activity requires, at least two acts of racketeering activity within a ten-year period *fn99 that are related to each other and "amount to or pose a threat of continued criminal activity." *fn100 Though Walther has sufficiently pleaded relatedness, he has not pleaded facts that meet the continuity requirement.
Acts are related if they have "the same or similar purposes, results, participants, victims or methods of commission." *fn101 Here, Walther has alleged that Capital One Defendants and Dental Defendants communicated regarding the loan via interstate use of internet and phone lines and that Capital One mailed the loan documents to Walther *fn102 -acts that are alleged to have had the same purpose, same result, same participants and the same victim. *fn103
Continuity is established by alleging either predicates extending
over a substantial period of time (closed-end continuity), or
predicates that threaten future criminal activity (open-ended
continuity). *fn104 Because Walther alleges
only three predicate acts of mail or wire fraud that occurred within
just several weeks of each other, he has not sufficiently pleaded
closed-end continuity. *fn105 Open-ended
continuity can be established by demonstrating: (1) a small number of
related acts that, though extending over a short period of time,
"themselves include a specific threat of repetition extending
indefinitely into the future," as in the case of a protection
racket where the threat is implicit in the nature of the predicate; or
(2) where the predicate acts are a "regular way of conducting [a]
defendant's ongoing legitimate business." *fn106
Walther has not pleaded predicate acts that themselves
threaten repetition; monthly payments on a loan, even if that loan
were fraudulently induced, would not meet the criteria since the
initial act of fraudulent inducement is not repeated by otherwise
legal requests for payment. Nor has Walther alleged facts to suggest
that commission of the predicates are part of the Defendants' regular
way of doing business. *fn107 Though Walther
has alleged that Capital One and Dental Defendants have an ongoing
contractual relationship to provide for instant credit for dental
services, he has not asserted any facts to suggest that mere
availability or ongoing operation of this financing arrangement is any
way fraudulent. It is the predicate fraud that
must be the "regular way of doing business," not the operation of the
legitimate business. Walther has not alleged any facts to suggest that
Defendants have perpetrated the predicates alleged-mail and wire
fraud-either before or since Walther's treatment, on Walther or anyone
else. His conclusory allegation that Defendants engaged in an
"institutionalized pattern of deceptive practices" designed to promote
impulse buying and borrowing is insufficient. *fn108
RICO is intended to criminalize long-term criminal
conduct, not single instances of fraud. *fn109
Thus even if Walther sufficiently alleged
racketeering activity, he has not pleaded the requisite
pattern. *fn110
3. RICO Conspiracy
Because Walther has failed to state a claim under Section 1962(c), his conspiracy claim pursuant to Section 1962(d) also fails.*fn111
Accordingly, the Court will dismiss without prejudice both of Walther's RICO claims (Counts VII and VII) for failure to state a claim.
B. Supplemental Jurisdiction Over the State Claims
The only claims remaining (Counts I through VI) are based on Pennsylvania law. Although federal courts with original jurisdiction over a federal claim have supplemental jurisdiction over state claims that form "part of the same case or controversy," a court may decline to exercise supplemental jurisdiction over state law claims if "the district court has dismissed all claims over which it has original jurisdiction." *fn112 The Third Circuit directs that, "where the claim over which the district court has original jurisdiction is dismissed before trial, the district court must decline to decide the pendent state claims unless considerations of judicial economy, convenience, and fairness to the parties provide an affirmative justification for doing so." *fn113
Here, these factors warrant dismissal of Walther's state law claims. First, there is no judicial economy in trying the state claims here: the case is in its earliest stages, an answer has not been filed, discovery has not occurred and trial has not been scheduled. *fn114 Second, state court is an equally, if not more, convenient forum given that the events giving rise to the claim arose in Bucks County and all of the in-state defendants reside there. Because no federal issues remain, the Court will dismiss the state law claims without prejudice pursuant to Section 1367(c)(3), and notes Walther may transfer his state claims to state court under 42 Pa. C.S.A. § 5103(b). *fn115
For the foregoing reasons, the Court will dismiss all claims against all Defendants without prejudice. An appropriate order follows.
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(based on 4 reviews)
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Reviewed by 4 customers
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Well Done
By huskyheaven
from Undisclosed
Comments about Frigidaire 30.75" Electric Cooktop - Stainless Steel:
Chose this cooktop totally based on the reviews and ratings in Consumer reports magazine. We had done an entire kitchen renovation at our vacation home which had all electric appliances and did not want to install gas with the renovation. Have always used gas appliances in our permanent home and was not thrilled with the idea of electric, but to our amazement this induction technology really works and Frigidaire did a great job with the features and aesthetics of the unit . We would now definitely consider this unit with any new purchases and have already recommended it to several friends especially those with small children. Nice to have a product that works as described, looks great in the kitchen and is also energy efficient. Have not had the unit long enough to rate the reliability, but will try to follow up later with another comment on that. WELL DONE FRIGIDAIRE!
Bottom Line Yes, I would recommend this to a friend
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cool product that works great!!
By bobeverson
this is a great product. amazing; would like to have it in my vaca home as well.
The BEST!!!!!!
By TB22
Had this installed in 1/2011 and we absolutely LOVE this cooktop. The induction technology has shorten the heating a big pot of water from 19 mins to 8 mins, and shorten the cooking time of a 5lb bag of frozen vegetables from 20mins to 9mins. The feature of expanding cooking space on the regular electric part is a very smart design that the other brands do not offer. I do wish the knobs are not so big.
It's Great!
By Momto4
I purchased my Frigidaire hybrid cooktop a little over 3 months ago. I usually don't write reviews, but have had such a good experience so far that I had to share. Induction is amazing. I used to burn meals (and serve it to the kids anyway), but I have such control with the new cooktop, everything comes out great. And I don't have to worry about the kids burning their hands on the stove. Not only that, but it looks really great in the kitchen. Very pleased with the product so far!
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