8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

Amendment No. 1

To

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 24, 2013

RCS Capital Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-35924	38-3894716
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

405 Park Ave., 15th Floor New York, NY	10022
(Address of principal executive offices)	(Zip Code)

(866) 904-2988

(Registrant’s telephone number, including area code)

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:

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

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

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

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

EXPLANATORY NOTE

On October 24, 2013, RCS Capital Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8-K”), for the purpose of announcing its financial results for the fiscal quarter ended September 30, 2013. Subsequent to such filing, the Company issued a press release containing an upwards adjustment to earnings and earnings per share attributable to the Company from those reported on October 24, 2013 resulting from the allocation of certain corporate overhead expenses to non-controlling interests. The corrected earnings and earnings per share are reflected in the press release attached to this Current Report on Form 8-K/A as Exhibit 99.1 and will appear in the financial statements included in the Company’s Quarterly Report on Form 10-Q to be filed in early November.

Item 2.02. Results of Operations and Financial Condition.

On October 28, 2013, the Company issued a press release containing an upwards adjustment to earnings and earnings per share attributable to the Company for the fiscal quarter ended September 30, 2013 from those reported on October 24, 2013. A copy of the press release is attached to this Current Report on Form 8-K/A as Exhibit 99.1.

The information furnished under this Item 2.02 of this Current Report on Form 8-K/A, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 of this Current Report on Form 8-K/A is hereby included by reference in this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits 

Exhibit No.	Description
99.1	Press Release dated October 28, 2013

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.

	RCS Capital Corporation
Date: October 28, 2013	By:	/s/ William M. Kahane
	Name:	William M. Kahane
	Title:	Chief Executive Officer and Director

EX-99.1

 

FOR IMMEDIATE RELEASE

RCS Capital Corporation Announces an Upwards Adjustment to Third Quarter 2013 Net Income

New York, New York, October 28, 2013 – RCS Capital Corporation (NYSE: RCAP) (“RCAP”) announced today an upwards adjustment to third quarter 2013 earnings and earnings per share attributable to RCAP from those previously reported on October 24, 2013. The upward adjustment resulted from the allocation of certain corporate overhead expenses to non-controlling interests. The adjusted earnings and earnings per share are reflected in the table below and will appear in the financial statements included in the Company’s Quarterly Report on Form 10-Q to be filed in early November.

	Three Months Ended				Nine Months Ended
	September 30, 2013				September 30, 2013
(Dollars in thousands, except share and per share data)	As Reported		Corrected		As Reported		Corrected
Income before taxes	$	11,645	$	11,645	$	64,996	$	64,996
Provision for income taxes		246		466		406		626
Net Income		11,399		11,179		64,590		64,370
Less: Income attributable to non-controlling interests		11,088		10,541		64,077		63,530
Net Income attributable to RCS Capital Corporation	$	311	$	638	$	513	$	840
Per Share Data
Net Income per share attributable to RCS Capital Corporation	$	0.12	$	0.26	$	0.21	$	0.34
Weighted average shares used in basic and diluted net income per share		2,500,000		2,500,000		2,500,000		2,500,000

About RCAP

RCAP is a publicly traded Delaware holding company listed on the New York Stock Exchange that was formed to operate and grow businesses focused on the retail direct investment industry. RCAP holds a direct minority economic interest in Realty Capital Securities, LLC, a FINRA registered wholesale broker-dealer and an investment banking and capital markets business, American National Stock Transfer, LLC, an SEC registered transfer agent, and RCS Advisory Services, LLC, a transaction management services business. Additional information about RCAP can be found on its website at www.rcscapital.com. RCAP may disseminate information about itself, including the results of its operations and financial information, via social media platforms such as Facebook, LinkedIn and Twitter.

Important Notice

The statements in this press release include statements regarding the intent, belief or current expectations of RCAP and members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “strives,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements, including as a result of those factors set forth in the Risk Factors section of RCAP’s prospectus. The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain requisite approvals necessary for potential acquisitions; market volatility; unexpected costs or unexpected liabilities that may arise from the potential acquisitions, whether or not consummated; the inability to retain key personnel; the deterioration of market conditions; and future regulatory or legislative actions that could adversely affect the parties to potential acquisitions. Further, forward-looking statements speak only as of the date they are made, and RCAP undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

Investor Inquiries:

Anthony J. DeFazio	Brian S. Block, EVP & CFO
DDCworks	RCS Capital Corporation
tdefazio@ddcworks.com	bblock@arlcap.com
Ph: 484-342-3600	Ph: 866-904-2988

RCS Capital Corporation

Consolidated Statements of Income

(Unaudited)

(Dollars in thousands, except share and per share data)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
REVENUES
Commissions	$	139,166	$	64,999	$	408,869	$	139,685
Dealer manager fees		69,485		41,545		231,586		81,823
Investment banking advisory services		7,445		-		15,415		925
Transfer agency revenue		2,830		-		5,760		-
Services revenue		3,006		253		8,000		786
Reimbursable expenses		1,754		19		2,689		141
Other		99		-		113		36
Total revenues		223,785		106,816		672,432		223,396
EXPENSES
Third-party commissions		139,205		64,985		408,913		139,664
Third-party reallowance		24,109		10,106		66,337		21,240
Internal commissions, payroll and benefits		31,938		14,306		90,298		32,858
Conferences and seminars		5,476		2,946		17,730		10,524
Travel		2,315		1,302		4,738		4,329
Marketing and advertising		1,655		924		4,876		1,077
Professional fees		1,503		288		3,467		1,104
Data processing		2,045		-		4,388		-
Management fee		1,335		-		2,013		-
Other		2,559		384		4,676		1,060
Total expenses		212,140		95,241		607,436		211,856
Income before taxes		11,645		11,575		64,996		11,540
Provision for income taxes		466		-		626		-
Net income		11,179		11,575		64,370		11,540
Less: Net Income attributable to non-controlling interests		10,541		11,575		63,530		11,540
Net income attributable to RCS Capital Corporation	$	638	$	-	$	840	$	-
Per Share Data
Net Income per share attributable to RCS Capital Corporation	$	0.26		n/a	$	0.34		n/a
Weighted average shares used in basic and diluted net income per share		2,500,000				2,500,000