EX-99.1 2 amk-ex991_6.htm EX-99.1 amk-ex991_6.htm

 

 

 

 

Exhibit 99.1

 

AssetMark Reports Record $63.2B Platform Assets for Second Quarter 2020

CONCORD, Calif., August 4, 2020 (GLOBE NEWSWIRE) — AssetMark Financial Holdings, Inc. (NYSE: AMK) today announced financial results for the quarter ended June 30, 2020.

Second Quarter 2020 Financial and Operational Highlights

Net loss for the quarter was $9.3 million, or $0.14 per share.

Adjusted net income for the quarter was $15.1 million, or $0.21 per share, on total revenue of $99.1 million.

Adjusted EBITDA for the quarter was $25.3 million, or 25.6% of total revenue.

Platform assets increased 12.8% year-over-year and 12.9% quarter-over-quarter to $63.2 billion, aided by quarterly net flows of $907 million and market impact net of fees of $6.3 billion. Year-to-date annualized net flows as a percentage of beginning-of-year platform assets were 8.9%.

More than 2,400 new households and 178 new producing advisors joined the AssetMark platform during the second quarter. In total, as of June 30, 2020 there were over 8,400 advisors (over 2,300 were engaged advisors) and over 179,000 investor households on the AssetMark platform.

We realized 16.3% annualized production lift from existing advisors for the second  quarter, indicating that advisors continued to grow organically and increase wallet share on our platform.  

“AssetMark continues to grow. In the second quarter, we added 178 new producing advisors and had net flows of $907 million. Platform assets ended the second quarter at $63.2 billion, an all-time high,” said Charles Goldman, President and CEO. “This growth, while muted relative to the same period last year, demonstrates the resilience of AssetMark’s model as we navigate a very challenging environment.”  

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Goldman concluded, “The industry landscape continues to change and during the pandemic, we see that change accelerating. Investors are looking for more from advisors. Advisors who adopt a fiduciary model, focus on financial planning and use technology to scale their practices, are best positioned to win. AssetMark’s platform delivers capacity and capabilities for advisors so they can focus on their clients, scale their practices and grow faster.”  

Second Quarter 2020 Key Operating Metrics

 

 

2Q20

 

2Q19

 

Variance per year

Operational metrics:

 

 

 

 

 

 

 

 

Platform assets (at period-beginning) (millions of dollars)

 

56,025

 

 

49,695

 

 

12.7%

Net flows (millions of dollars)

 

907

 

 

1,514

 

 

(40.1%)

Market impact net of fees (millions of dollars)

 

6,297

 

 

1,053

 

 

498.2%

Acquisition impact (millions of dollars)

 

0

 

 

3,789

 

NM

Platform assets (at period-end) (millions of dollars)

 

63,229

 

 

56,051

 

 

12.8%

Net flows lift (% of beginning of year platform assets)

 

1.5%

 

 

3.4%

 

(190 bps)

Advisors (at period-end)

 

8,474

 

 

7,899

 

 

7.3%

Engaged advisors (at period-end)

 

2,327

 

 

2,125

 

 

9.5%

Assets from engaged advisors (at period-end) (millions of dollars)

 

56,095

 

 

49,455

 

 

13.4%

Households (at period-end)

 

179,166

 

 

155,372

 

 

15.3%

New producing advisors

 

178

 

 

280

 

 

(36.4%)

Production lift from existing advisors (annualized %)

 

16.3%

 

 

24.9%

 

(860 bps)

Assets in custody at ATC (at period-end) (millions of dollars)

 

44,455

 

 

37,941

 

 

17.2%

ATC client cash (at period-end) (millions of dollars)

 

2,960

 

 

1,493

 

 

98.2%

 

 

 

 

 

 

 

 

 

Financial metrics:

 

 

 

 

 

 

 

 

Total revenue (millions of dollars)

 

99

 

 

104

 

 

(5.1%)

Net income (loss) (millions of dollars)

 

(9.3)

 

 

3.2

 

NM

Net income (loss) margin (%)

 

(9.4%)

 

 

3.1%

 

(1250 bps)

Capital expenditure (millions of dollars)

 

6.2

 

 

5.9

 

 

5.3%

 

 

 

 

 

 

 

 

 

Non-GAAP financial metrics:

 

 

 

 

 

 

 

 

Adjusted EBITDA (millions of dollars)

 

25.3

 

 

28.6

 

 

(11.4%)

Adjusted EBITDA margin (%)

 

25.6%

 

 

27.4%

 

(180 bps)

Adjusted net income (millions of dollars)

 

15.1

 

 

16.6

 

 

(8.9%)

 

Note: Percentage variance based on actual numbers, not rounded results

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Webcast and Conference Call Information

AssetMark will host a live conference call and webcast to discuss its second quarter 2020 results. In conjunction with this earnings press release, AssetMark has posted an earnings presentation on its investor relations website at http://ir.assetmark.com. Conference call and webcast details are as follows:

Date: August 4, 2020

Time: 2:00 p.m. PT; 5:00 p.m. ET

Phone: Listeners can pre-register for the conference call here: http://www.directeventreg.com/registration/event/7343399. Upon registering, you will be provided with participant dial-in numbers, passcode and unique registrant ID. In the 10 minutes prior to the call start time, you may use the conference access information (dial in number, direct event passcode and registrant ID) provided in the confirmation email received at the point of registering to join the call directly.

Webcast: http://ir.assetmark.com. Please access the website 10 minutes prior to the start time. The webcast will be available in recorded form at http://ir.assetmark.com for 14 days from August 4, 2020.

About AssetMark Financial Holdings, Inc. 

AssetMark is a leading provider of extensive wealth management and technology solutions that power independent financial advisors and their clients. Through AssetMark, Inc., its investment advisor subsidiary registered with the Securities and Exchange Commission, AssetMark operates a platform that comprises fully integrated technology, personalized and scalable service and curated investment platform solutions designed to make a difference in the lives of advisors and their clients. AssetMark had $63.2 billion in platform assets as of June 30, 2020 and has a history of innovation spanning more than 20 years.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our future financial and operating performance, which involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not

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be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology that conveys uncertainty of future events or outcomes. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to differ materially from statements made in this press release, including in relation to our ability to attract and retain advisors, competition in the industry in which we operate, the interest rate environment, shifting investor preferences, our market share and the size of our addressable market, our financial performance, investments in new products, services and capabilities, our ability to execute strategic transactions, legal and regulatory developments and general market, political, economic and business conditions. Other potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our prospectus dated July 17, 2019 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and in our most recent Annual Report on Form 10-K for the year ended December 31, 2019, which is on file with the Securities and Exchange Commission and available on our investor relations website at http://ir.assetmark.com.

Additional information will also be set forth in our Quarterly Report on Form 10-Q for the

quarter ended June 30, 2020, which is expected to be filled the week of August 10, 2020. All information provided in this release is based on information available to us as of the date of this press release and any forward-looking statements contained herein are based on assumptions that we believe are reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this press release, which are inherently uncertain. We undertake no duty to update this information unless required by law.

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AssetMark Financial Holdings, Inc.

Condensed Consolidated Balance Sheets

(in thousands except share data and par value)

 

 

 

June 30,

2020

 

 

December 31, 2019

 

 

 

(unaudited)

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

93,584

 

 

$

96,341

 

Restricted cash

 

 

8,500

 

 

 

9,000

 

Investments, at fair value

 

 

8,224

 

 

 

7,275

 

Fees and other receivables, net

 

 

8,939

 

 

 

9,679

 

Income tax receivable, net

 

 

1,786

 

 

 

3,994

 

Other current assets

 

 

11,690

 

 

 

6,565

 

Total current assets

 

 

132,723

 

 

 

132,854

 

Property, plant and equipment, net

 

 

6,902

 

 

 

7,067

 

Capitalized software, net

 

 

68,578

 

 

 

69,814

 

Other intangible assets, net

 

 

658,638

 

 

 

651,915

 

Operating lease right-of-use assets

 

 

31,520

 

 

 

 

Goodwill

 

 

338,848

 

 

 

327,310

 

Total assets

 

$

1,237,209

 

 

$

1,188,960

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

297

 

 

$

967

 

Accrued liabilities and other current liabilities

 

 

34,206

 

 

 

40,610

 

Total current liabilities

 

 

34,503

 

 

 

41,577

 

Long-term debt, net

 

 

121,850

 

 

 

121,692

 

Other long-term liabilities

 

 

15,043

 

 

 

16,440

 

Long-term portion of operating lease liabilities

 

 

35,579

 

 

 

 

Deferred income tax liabilities, net

 

 

150,795

 

 

 

150,390

 

Total long-term liabilities

 

 

323,267

 

 

 

288,522

 

Total liabilities

 

 

357,770

 

 

 

330,099

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, $0.001 par value (675,000,000 shares authorized and 72,390,080 shares issued and outstanding as of June 30, 2020 and December 31, 2019)

 

 

72

 

 

 

72

 

Additional paid-in capital

 

 

823,528

 

 

 

796,406

 

Retained earnings

 

 

55,839

 

 

 

62,383

 

Total stockholders’ equity

 

 

879,439

 

 

 

858,861

 

Total liabilities and stockholders’ equity

 

$

1,237,209

 

 

$

1,188,960

 

 

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AssetMark Financial Holdings, Inc.

Unaudited Condensed Consolidated Statements of Income and Comprehensive Income

(in thousands, except share and per share data)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based revenue

 

$

94,712

 

 

$

94,273

 

 

$

200,362

 

 

$

177,336

 

Spread-based revenue

 

 

3,549

 

 

 

8,810

 

 

 

11,500

 

 

 

16,359

 

Other revenue

 

 

870

 

 

 

1,400

 

 

 

2,159

 

 

 

3,102

 

Total revenue

 

 

99,131

 

 

 

104,483

 

 

 

214,021

 

 

 

196,797

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-based expenses

 

 

30,084

 

 

 

31,625

 

 

 

65,099

 

 

 

59,727

 

Spread-based expenses

 

 

433

 

 

 

1,595

 

 

 

1,722

 

 

 

2,073

 

Employee compensation

 

 

45,364

 

 

 

35,489

 

 

 

88,861

 

 

 

67,374

 

General and operating expenses

 

 

13,383

 

 

 

13,135

 

 

 

32,748

 

 

 

25,427

 

Professional fees

 

 

3,160

 

 

 

4,469

 

 

 

6,991

 

 

 

6,855

 

Depreciation and amortization

 

 

8,747

 

 

 

7,613

 

 

 

17,156

 

 

 

14,509

 

Total expenses

 

 

101,171

 

 

 

93,926

 

 

 

212,577

 

 

 

175,965

 

Interest expense

 

 

1,474

 

 

 

4,031

 

 

 

3,101

 

 

 

8,055

 

Other (income) expense

 

 

(39

)

 

 

 

 

 

11

 

 

 

 

Income (loss) before income taxes

 

 

(3,475

)

 

 

6,526

 

 

 

(1,668

)

 

 

12,777

 

Provision for income taxes

 

 

5,805

 

 

 

3,289

 

 

 

4,876

 

 

 

6,729

 

Net income (loss)

 

 

(9,280

)

 

 

3,237

 

 

 

(6,544

)

 

 

6,048

 

Unrealized gain on investments, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Net comprehensive income (loss)

 

$

(9,280

)

 

$

3,237

 

 

$

(6,544

)

 

$

6,048

 

Net income (loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share, basic and diluted

 

$

(0.14

)

 

$

0.05

 

 

$

(0.10

)

 

$

0.09

 

Weighted average number of common shares outstanding, basic

 

 

67,208,746

 

 

 

66,150,000

 

 

 

67,175,603

 

 

 

66,150,000

 

Weighted average number of common shares outstanding, diluted

 

 

67,208,746

 

 

 

66,150,000

 

 

 

67,175,603

 

 

 

66,150,000

 

 

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AssetMark Financial Holdings, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(6,544

)

 

$

6,048

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

17,156

 

 

 

14,509

 

Interest

 

 

158

 

 

 

347

 

Deferred income taxes

 

 

593

 

 

 

20

 

Share-based compensation

 

 

27,122

 

 

 

10,452

 

Changes in certain assets and liabilities:

 

 

 

 

 

 

 

 

Fees and other receivables, net

 

 

1,333

 

 

 

(1,461

)

Receivables from related party

 

 

 

 

 

(314

)

Other current assets

 

 

2,550

 

 

 

(2,012

)

Accounts payable, accrued expenses and other liabilities

 

 

(15,072

)

 

 

(17,675

)

Income tax receivable and payable

 

 

2,208

 

 

 

(2,406

)

Net cash provided by operating activities

 

 

29,504

 

 

 

7,508

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of Global Financial Private Capital, LLC

 

 

 

 

 

(35,906

)

Purchase of WBI OBS Financial, LLC, net of cash received

 

 

(18,561

)

 

 

 

Purchase of investments

 

 

(1,497

)

 

 

(21

)

Sale of investments

 

 

5

 

 

 

 

Purchase of property and equipment

 

 

(704

)

 

 

(838

)

Purchase of computer software

 

 

(12,004

)

 

 

(9,823

)

Net cash used in investing activities

 

 

(32,761

)

 

 

(46,588

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Payments on long-term debt

 

 

 

 

 

(1,250

)

Net cash (used in) provided by financing activities

 

 

 

 

 

(1,250

)

Net change in cash, cash equivalents, and restricted cash

 

 

(3,257

)

 

 

(40,330

)

Cash, cash equivalents, and restricted cash at beginning of period

 

 

105,341

 

 

 

112,354

 

Cash, cash equivalents, and restricted cash at end of period

 

$

102,084

 

 

$

72,024

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Income taxes paid

 

$

2,674

 

 

$

8,966

 

Interest paid

 

$

2,939

 

 

$

7,708

 

Non-cash operating activities:

 

 

 

 

 

 

 

 

Non-cash changes to right-of-use assets

 

$

38,495

 

 

$

 

Non-cash changes to lease liabilities

 

$

39,839

 

 

$

 

 

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Explanations and Reconciliations of Non-GAAP Financial Measures

In addition to our results determined in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe adjusted EBITDA, adjusted EBITDA margin and adjusted net income, all of which are non-GAAP measures, are useful in evaluating our performance. We use adjusted EBITDA, adjusted EBITDA margin and adjusted net income to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that such non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, such non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP.

Other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.  

Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures and not rely on any single financial measure to evaluate our business.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as EBITDA (net income plus interest expense, income tax expense, depreciation and amortization and less interest income), further adjusted to exclude certain non-cash charges and other adjustments set forth below. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenue. Adjusted EBITDA and adjusted EBITDA margin are useful financial metrics in assessing our operating performance from period to period because they exclude certain items that we believe are not representative of our core business, such as certain material non-cash items and other adjustments such as share-based compensation, strategic initiatives and reorganization and integration costs. We believe that adjusted EBITDA and adjusted EBITDA margin, viewed in addition to, and not in lieu of, our reported GAAP results, provide useful information to investors regarding our performance and overall results of operations for various reasons, including:

 

non-cash equity grants made to employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular

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time; as such, share-based compensation expense is not a key measure of our operating performance; and

 

costs associated with acquisitions and the resulting integrations, debt refinancing, restructuring, litigation and conversions can vary from period to period and transaction to transaction; as such, expenses associated with these activities are not considered a key measure of our operating performance.

We use adjusted EBITDA and adjusted EBITDA margin:

 

as measures of operating performance;

 

for planning purposes, including the preparation of budgets and forecasts;

 

to allocate resources to enhance the financial performance of our business;

 

to evaluate the effectiveness of our business strategies;

 

in communications with our board of directors concerning our financial performance; and

 

as considerations in determining compensation for certain employees.

Adjusted EBITDA and adjusted EBITDA margin have limitations as analytical tools, and should not be considered in isolation to, or as substitutes for, analysis of our results as reported under GAAP. Some of these limitations are:

 

adjusted EBITDA and adjusted EBITDA margin do not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;

 

adjusted EBITDA and adjusted EBITDA margin do not reflect changes in, or cash requirements for, working capital needs;

 

adjusted EBITDA and adjusted EBITDA margin do not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments; and

 

the definitions of adjusted EBITDA and adjusted EBITDA margin can differ significantly from company to company and as a result have limitations when comparing similarly titled measures across companies.

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Set forth below is a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted EBITDA for the three and six months ended June 30, 2020 and 2019 (unaudited).

 

 

 

Three Months Ended June 30,

 

 

Three Months Ended June 30,

 

(in thousands except for percentages)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income (loss)

 

$

(9,280

)

 

$

3,237

 

 

 

(9.4

)%

 

 

3.1

%

Provision for income taxes

 

 

5,805

 

 

 

3,289

 

 

 

5.9

%

 

 

3.1

%

Interest income

 

 

(249

)

 

 

(730

)

 

 

(0.3

)%

 

 

(0.7

)%

Interest expense

 

 

1,474

 

 

 

4,031

 

 

 

1.5

%

 

 

3.9

%

Amortization/depreciation

 

 

8,747

 

 

 

7,613

 

 

 

8.9

%

 

 

7.3

%

EBITDA

 

 

6,497

 

 

 

17,440

 

 

 

6.6

%

 

 

16.7

%

Share-based compensation(1)

 

 

13,934

 

 

 

5,226

 

 

 

14.0

%

 

 

5.0

%

IPO readiness(2)

 

 

 

 

 

767

 

 

 

 

 

 

0.8

%

Reorganization and integration costs(3)

 

 

44

 

 

 

130

 

 

 

 

 

 

0.1

%

Acquisition expenses(4)

 

 

3,648

 

 

 

5,031

 

 

 

3.7

%

 

 

4.8

%

Business continuity plan(5)

 

 

1,245

 

 

 

 

 

 

1.3

%

 

 

 

Unrealized (gain) loss in investments

 

 

(39

)

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

25,329

 

 

$

28,594

 

 

 

25.6

%

 

 

27.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

Six Months Ended June 30,

 

(in thousands except for percentages)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income (loss)

 

$

(6,544

)

 

$

6,048

 

 

 

(3.1

)%

 

 

3.1

%

Provision for income taxes

 

 

4,876

 

 

 

6,729

 

 

 

2.3

%

 

 

3.4

%

Interest income

 

 

(731

)

 

 

(1,622

)

 

 

(0.3

)%

 

 

(0.8

)%

Interest expense

 

 

3,101

 

 

 

8,055

 

 

 

1.4

%

 

 

4.1

%

Amortization/depreciation

 

 

17,156

 

 

 

14,509

 

 

 

8.0

%

 

 

7.3

%

EBITDA

 

 

17,858

 

 

 

33,719

 

 

 

8.3

%

 

 

17.1

%

Share-based compensation(1)

 

 

27,122

 

 

 

10,452

 

 

 

12.7

%

 

 

5.3

%

IPO readiness(2)

 

 

 

 

 

1,335

 

 

 

 

 

 

0.7

%

Reorganization and integration costs(3)

 

 

147

 

 

 

787

 

 

 

0.1

%

 

 

0.4

%

Acquisition expenses(4)

 

 

7,225

 

 

 

5,031

 

 

 

3.4

%

 

 

2.6

%

Business continuity plan(5)

 

 

1,341

 

 

 

 

 

 

0.6

%

 

 

 

Unrealized loss in investments

 

 

11

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

53,704

 

 

$

51,324

 

 

 

25.1

%

 

 

26.1

%

 

(1)

“Share-based compensation” represents granted share-based compensation in the form of Class C Common Units (which are incentive units) of AssetMark Holdings LLC, our former parent company, and RSA, restricted stock unit and stock option grants by us to certain of our directors and employees. Although this expense occurred in each measurement period, we have added the expense back in our calculation of adjusted EBITDA because of its noncash impact.

(2)

“IPO readiness” includes professional fees related to our preparation for becoming a public company. These expenses primarily include services for financial and human resources systems implementation, executive compensation assessments and other consulting services. These expenses are nonrecurring as they are limited to our public-company readiness preparation and do not include ongoing public-company compliance costs.

(3)

“Reorganization and integration costs” includes costs related to our functional reorganization within our Operations, Technology and Retirement functions as well as duplicate costs related to the outsourcing of back-office operations functions. While we have incurred such expenses in all periods measured, these expenses serve varied reorganization and integration initiatives, each of which is non-recurring. We do not consider these expenses to be part of our core operations.

(4)

“Acquisition expenses” includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions.

10

 

 


 

 

 

 

(5)

“Business continuity plan” includes incremental compensation and other costs that are directly related to operations while transitioning to a remote workforce and other costs due to the COVID-19 pandemic.

Set forth below is a summary of the adjustments involved in the reconciliation from net income and net income margin, the most directly comparable GAAP financial measures, to adjusted EBITDA and adjusted EBITDA margin for the three and six months ended June 30, 2020 and 2019, broken out by compensation and non-compensation expenses.

 

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2019

 

(in thousands)

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

Share-based compensation(1)

 

$

13,934

 

 

$

 

 

$

13,934

 

 

$

5,226

 

 

$

 

 

$

5,226

 

IPO readiness(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

767

 

 

 

767

 

Reorganization and integration costs(3)

 

 

44

 

 

 

 

 

 

44

 

 

 

127

 

 

 

3

 

 

 

130

 

Acquisition expenses(4)

 

 

2,318

 

 

 

1,330

 

 

 

3,648

 

 

 

2,145

 

 

 

2,886

 

 

 

5,031

 

Business continuity plan(5)

 

 

986

 

 

 

259

 

 

 

1,245

 

 

 

 

 

 

 

 

 

 

Unrealized (gain) loss in investments

 

 

 

 

 

(39

)

 

 

(39

)

 

 

 

 

 

 

 

 

 

Total adjustments to adjusted EBITDA

 

$

17,282

 

 

$

1,550

 

 

$

18,832

 

 

$

7,498

 

 

$

3,656

 

 

$

11,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2019

 

(in percentages)

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

Share-based compensation(1)

 

 

14.0

%

 

 

 

 

 

14.0

%

 

 

5.0

%

 

 

 

 

 

5.0

%

IPO readiness(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.8

%

 

 

0.8

%

Reorganization and integration costs(3)

 

 

 

 

 

 

 

 

 

 

 

0.1

%

 

 

 

 

 

0.1

%

Acquisition expenses(4)

 

 

2.4

%

 

 

1.3

%

 

 

3.7

%

 

 

2.0

%

 

 

2.8

%

 

 

4.8

%

Business continuity plan(5)

 

 

1.0

%

 

 

0.3

%

 

 

1.3

%

 

 

 

 

 

 

 

 

 

Unrealized (gain) loss in investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total adjustments to adjusted EBITDA margin %

 

 

17.4

%

 

 

1.6

%

 

 

19.0

%

 

 

7.1

%

 

 

3.6

%

 

 

10.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11

 

 


 

 

 

 

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2019

 

(in thousands)

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

Share-based compensation(1)

 

$

27,122

 

 

$

 

 

$

27,122

 

 

$

10,452

 

 

$

 

 

$

10,452

 

IPO readiness(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,335

 

 

 

1,335

 

Reorganization and integration costs(3)

 

 

149

 

 

 

(2

)

 

 

147

 

 

 

689

 

 

 

98

 

 

 

787

 

Acquisition expenses(4)

 

 

3,450

 

 

 

3,775

 

 

 

7,225

 

 

 

2,145

 

 

 

2,886

 

 

 

5,031

 

Business continuity plan(5)

 

 

1,082

 

 

 

259

 

 

 

1,341

 

 

 

 

 

 

 

 

 

 

Unrealized loss in investments

 

 

 

 

 

11

 

 

 

11

 

 

 

 

 

 

 

 

 

 

Total adjustments to adjusted EBITDA

 

$

31,803

 

 

$

4,043

 

 

$

35,846

 

 

$

13,286

 

 

$

4,319

 

 

$

17,605

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2019

 

(in percentages)

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

Share-based compensation(1)

 

 

12.7

%

 

 

 

 

 

12.7

%

 

 

5.3

%

 

 

 

 

 

5.3

%

IPO readiness(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.7

%

 

 

0.7

%

Reorganization and integration costs(3)

 

 

0.1

%

 

 

 

 

 

0.1

%

 

 

0.4

%

 

 

 

 

 

0.4

%

Acquisition expenses(4)

 

 

1.6

%

 

 

1.8

%

 

 

3.4

%

 

 

1.1

%

 

 

1.5

%

 

 

2.6

%

Business continuity plan(5)

 

 

0.5

%

 

 

0.1

%

 

 

0.6

%

 

 

 

 

 

 

 

 

 

Unrealized loss in investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total adjustments to adjusted EBITDA margin %

 

 

14.9

%

 

 

1.9

%

 

 

16.8

%

 

 

6.8

%

 

 

2.2

%

 

 

9.0

%

 

(1)

“Share-based compensation” represents granted share-based compensation in the form of Class C Common Units (which are incentive units) of AssetMark Holdings LLC, our former parent company, and RSA, restricted stock unit and stock option grants by us to certain of our directors and employees. Although this expense occurred in each measurement period, we have added the expense back in our calculation of adjusted EBITDA because of its noncash impact.

(2)

“IPO readiness” includes professional fees related to our preparation for becoming a public company. These expenses primarily include services for financial and human resources systems implementation, executive compensation assessments and other consulting services. These expenses are nonrecurring as they are limited to our public-company readiness preparation and do not include ongoing public-company compliance costs.

(3)

“Reorganization and integration costs” includes costs related to our functional reorganization within our Operations, Technology and Retirement functions as well as duplicate costs related to the outsourcing of back-office operations functions. While we have incurred such expenses in all periods measured, these expenses serve varied reorganization and integration initiatives, each of which is non-recurring. We do not consider these expenses to be part of our core operations.

(4)

“Acquisition expenses” includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions.

(5)

“Business continuity plan” includes incremental compensation and other costs that are directly related to operations while transitioning to a remote workforce due to the COVID-19 pandemic.

12

 

 


 

 

 

 

Adjusted Net Income

Adjusted net income represents net income before: (a) share-based compensation expense, (b) amortization of acquisition-related intangible assets, (c) acquisition and related integration expenses, (d) restructuring and conversion costs and (e) certain other expenses. Reconciled items are tax effected using the income tax rates in effect for the applicable period, adjusted for any potentially non-deductible amounts. We prepared adjusted net income to eliminate the effects of items that we do not consider indicative of our core operating performance. We have historically not used adjusted net income for internal management reporting and evaluation purposes; however, we believe that adjusted net income, viewed in addition to, and not in lieu of, our reported GAAP results, provides useful information to investors regarding our performance and overall results of operations for various reasons, including

the following:

 

non-cash equity grants made to employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; as such, share-based compensation expense is not a key measure of our operating performance;

 

costs associated with acquisitions and related integrations, restructuring and conversions can vary from period to period and transaction to transaction; as such, expenses associated with these activities are not considered a key measure of our operating performance; and

 

amortization expense can vary substantially from company to company and from period to period depending upon each company’s financing and accounting methods, the fair value and average expected life of acquired intangible assets and the method by which assets were acquired; as such, the amortization of intangible assets obtained in acquisitions is not considered a key measure of our operating performance.

Adjusted net income does not purport to be an alternative to net income or cash flows from operating activities. The term adjusted net income is not defined under GAAP, and adjusted net income is not a measure of net income, operating income or any other performance or liquidity measure derived in accordance with GAAP. Therefore, adjusted net income has limitations as an analytical tool and should not be considered in isolation to, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:

 

adjusted net income does not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;

 

adjusted net income does not reflect changes in, or cash requirements for, working capital needs; and

13

 

 


 

 

 

 

 

other companies in the financial services industry may calculate adjusted net income differently than we do, limiting its usefulness as a comparative measure.

Set forth below is a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted net income for the three and six months ended June 30, 2020 and 2019 (unaudited).

 

 

 

Three Months Ended June 30, 2020

 

 

Three Months Ended June 30, 2019

 

(in thousands)

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

Net income (loss)

 

 

 

 

 

 

 

 

 

$

(9,280

)

 

 

 

 

 

 

 

 

 

$

3,237

 

Acquisition-related amortization(1)

 

$

 

 

$

5,108

 

 

 

5,108

 

 

$

 

 

$

5,108

 

 

 

5,108

 

Expense adjustments(2)

 

 

3,348

 

 

 

1,589

 

 

 

4,937

 

 

 

2,272

 

 

 

3,656

 

 

 

5,928

 

Share-based compensation

 

 

13,934

 

 

 

 

 

 

13,934

 

 

 

5,226

 

 

 

 

 

 

5,226

 

Unrealized (gain) loss in investments

 

 

 

 

 

(39

)

 

 

(39

)

 

 

 

 

 

 

 

 

 

Tax effect of adjustments(3)

 

 

(870

)

 

 

1,354

 

 

 

484

 

 

 

(591

)

 

 

(2,278

)

 

 

(2,869

)

Adjusted net income

 

$

16,412

 

 

$

8,012

 

 

$

15,144

 

 

$

6,907

 

 

$

6,486

 

 

$

16,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2020

 

 

Six Months Ended June 30, 2019

 

(in thousands)

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

 

Compensation

 

 

Non-

Compensation

 

 

Total

 

Net income (loss)

 

 

 

 

 

 

 

 

 

$

(6,544

)

 

 

 

 

 

 

 

 

 

$

6,048

 

Acquisition-related amortization(1)

 

$

 

 

$

10,216

 

 

 

10,216

 

 

$

 

 

$

10,216

 

 

 

10,216

 

Expense adjustments(2)

 

 

4,680

 

 

 

4,032

 

 

 

8,712

 

 

 

2,834

 

 

 

4,319

 

 

 

7,153

 

Share-based compensation

 

 

27,122

 

 

 

 

 

 

27,122

 

 

 

10,452

 

 

 

 

 

 

10,452

 

Unrealized loss in investments

 

 

 

 

 

11

 

 

 

11

 

 

 

 

 

 

 

 

 

 

Tax effect of adjustments(3)

 

 

(1,217

)

 

 

(5,449

)

 

 

(6,666

)

 

 

(737

)

 

 

(3,779

)

 

 

(4,516

)

Adjusted net income

 

$

30,585

 

 

$

8,810

 

 

$

32,851

 

 

$

12,549

 

 

$

10,756

 

 

$

29,353

 

 

(1)

Relates to intangible assets established in connection with HTSC’s acquisition of our Company in 2016.

(2)

Consists of the adjustments to EBITDA listed in the adjusted EBITDA reconciliation table above other than share-based compensation.

(3)

Reflects the tax impact of expense adjustments and acquisition-related amortization.

Contacts

Investors:

Taylor J. Hamilton, CFA

Head of Investor Relations

InvestorRelations@assetmark.com

14

 

 


 

 

 

 

Media: 

Chris Blake

MSR Communications

chris@msrcommunications.com

SOURCE: AssetMark Financial Holdings, Inc.

15