UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): May 9, 2019

 


 

FOCUS FINANCIAL PARTNERS INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38604

 

47-4780811

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

875 Third Avenue, 28th Floor
New York, NY 10022

(Address of principal executive offices)
(Zip Code)

 

(646) 519-2456

Registrant’s Telephone Number, Including Area Code

 

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

 

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

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

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

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in  Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value $0.01 per share

 

FOCS

 

Nasdaq Global Select Market

 

 

 


 

Item 2.02                   Results of Operations and Financial Condition.

 

On May 9, 2019, Focus Financial Partners Inc. (the “Company”) issued a press release reporting results for its first quarter ended March 31, 2019. A copy of the press release is furnished with this Current Report on Form 8-K (this “Current Report”) as Exhibit 99.1.

 

Item 7.01                   Regulation FD Disclosure.

 

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

 

On May 9, 2019, the Company also posted a slide presentation entitled “2019 First Quarter Earnings Release Supplement” dated May 9, 2019 to the “Events” section of the “Investor Relations” section of its website (www.focusfinancialpartners.com). A copy of the slide presentation is furnished with this Current Report as Exhibit 99.2.

 

The information in this Current Report, being furnished pursuant to Items 2.02, 7.01 and 9.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01                   Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Exhibit No.

 

Description

99.1

 

Focus Financial Partners Inc. Press Release, dated May 9, 2019.

 

 

 

99.2

 

Focus Financial Partners Inc. Slide Presentation, dated May 9, 2019.

 

2


 

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.

 

 

FOCUS FINANCIAL PARTNERS INC.

 

 

 

By:

/s/ J. Russell McGranahan

 

 

J. Russell McGranahan

 

 

General Counsel

 

 

Dated: May 9, 2019

 

 

3


Exhibit 99.1

 

 

Focus Financial Partners Reports First Quarter 2019 Results

 

Year-Over-Year Revenue Growth of 32.5%, Supported by Record M&A Activity

 

New York, New York — May 9, 2019 — Focus Financial Partners Inc. (Nasdaq: FOCS) (“Focus Inc.”, “Focus”, the “Company”, “we”, “us” or “our”), a leading partnership of independent, fiduciary wealth management firms, today reported results for its first quarter ended March 31, 2019.

 

First Quarter 2019 Highlights

 

·                  Total revenues of $259.9 million, reflecting year-over-year growth of 32.5%

·                  GAAP net loss of $2.8 million

·                  GAAP basic and diluted net loss per share of $0.06

·                  Adjusted Net Income(1) of $35.7 million, 40.3% higher than the prior year quarter

·                  Adjusted Net Income Per Share(1) of $0.47, reflecting year-over-year growth of 34.3%

·                  Closed on three new partner firms, adding acquired base earnings(2) of $11.9 million

·                  Closed on nine mergers for existing partner firms

·                  Introduced Focus Client Solutions, enabling partner firms to offer clients cash and credit solutions through a network of third-party banks and non-bank lenders

 


(1)         Non-GAAP financial measures. Please see “Reconciliation of Non-GAAP Financial Measures” later in this press release for a reconciliation and more information on these measures.

(2)         Please see footnote 6 under “How We Evaluate Our Business” later in this press release

 

“The first quarter again demonstrated the power of the Focus model in a highly attractive growth industry,” said Rudy Adolf, Founder, Chief Executive Officer and Chairman. “We had a record first quarter of M&A activity, further increasing our presence in the ultra-high net worth and high net worth markets and expanding our international footprint. We continued to identify opportunities for our partner firms to benefit from our scale, intellectual and financial resources, which will drive value for years to come. Our momentum this year remains very strong as we build our business and deliver on our strategic priorities.”

 

“We are extremely pleased with our year-over-year growth in revenues and Adjusted Net Income Per Share,” said Jim Shanahan, Chief Financial Officer. “These results, combined with the level of M&A activity we achieved during the quarter and a robust pipeline, reinforce our confidence in our 20/20 long-term growth targets. We acquired three new partner firms and completed nine mergers for our existing partner firms that also contributed to our revenue growth in the quarter. Subsequent to the end of the quarter, we closed on two additional partner firms and completed seven additional mergers.”

 

1


 

Presentation

 

This press release presents our results of operations and financial position, including consolidation of our investment in Focus Financial Partners, LLC (“Focus LLC”), since July 30, 2018.  Prior to July 30, 2018, the closing date of our initial public offering (“IPO”), the financial statements included herein represent those of Focus LLC. The financial results of Focus Inc. prior to July 30, 2018 have not been included in these financial statements as it had not engaged in any business activities during such period. Accordingly, these results do not purport to reflect what the results of operations of Focus Inc. would have been had Focus Inc.’s IPO and related transactions occurred prior to July 30, 2018.

 

First Quarter Financial Highlights

 

Total revenues were $259.9 million, 32.5% or $63.7 million higher than the first quarter of the prior year.  The primary driver of this increase was attributable to new partner firms acquired over the twelve months ended March 31, 2019, which contributed approximately $48.4 million in revenue during the quarter. The balance of the increase of $15.3 million was primarily due to revenue growth from our existing partner firms partially offset by the lagged effect of the market decline, primarily in equities and fixed income, in the 2018 fourth quarter. The majority of this growth was the result of higher wealth management fees, which is inclusive of mergers completed by partner firms in the last twelve months.

 

In the first quarter ended March 31, 2019, an estimated 72%, or approximately $188 million, of revenues were correlated to the financial markets, primarily equities and fixed income, of which 71%, or approximately $133 million, were generated from advance billings. The remaining 28%, or approximately $72 million, of revenues were not correlated to the markets. These revenues typically consist of fixed fees for investment advice, tax fees and family office type services, primarily for high and ultra-high net worth clients.  In excess of 95% of revenues were fee-based and recurring during the first quarter ended March 31, 2019.

 

Organic revenue growth(1) was 7.7%, which when compared to the prior year quarter, was impacted by the effect of the markets, primarily equities and fixed income, decline in the 2018 fourth quarter and the advanced billing structure utilized by certain of our partner firms. Based on our M&A momentum and the general recovery in the financial markets, our organic revenue growth for the second quarter of 2019 is expected to be above 10%, demonstrating the resiliency of our business model.

 

Adjusted Net Income(2) was $35.7 million, an increase of 40.3%, or $10.3 million over the prior year quarter. Adjusted Net Income Per Share(2) was $0.47 per share, $0.12, or 34.3%, higher than the prior year quarter, reflecting both acquisition activity completed over the past year and organic growth.

 


(1)         Please see footnote 2 under “How We Evaluate Our Business” later in this press release.

(2)         Non-GAAP financial measures. Please see “Reconciliation of Non-GAAP Financial Measures” later in this press release for a reconciliation and more information on these measures.

 

2


 

Balance Sheet and Liquidity

 

As of March 31, 2019, cash and cash equivalents were $83.8 million, compared to $33.2 million at December 31, 2018. Debt outstanding under the Company’s credit facilities was approximately $1.1 billion, compared to $839.0 million at the end of the prior year. The increase was primarily attributable to the cash funding of the acquisitions of new partner firms and mergers completed by our partner firms during the first quarter.

 

Of the total debt outstanding as of March 31, 2019, $797.0 million were term loan borrowings and $290.0 million were borrowings under the Company’s revolving credit agreement. The Company’s net leverage ratio at March 31, 2019 was 3.88x and a reflection of the strong M&A momentum during the first quarter.

 

New Developments

 

In the second quarter of 2019, we introduced Focus Client Solutions, a new value-added service we are offering to our partner firms. We have created a network of third-party banks and non-bank lenders to provide a competitive array of cash and credit solutions that enables our partners to proactively help their clients achieve higher yields on cash, as well as unlock home equity and business opportunities through refinancing, commercial lending and other options. This is a unique offering in the RIA industry and another example of how we use our scale, access and purchasing power to help our partners deliver exceptional services to their clients.

 

Teleconference, Webcast and Presentation Information

 

Founder and Chief Executive Officer, Rudy Adolf, and Chief Financial Officer, Jim Shanahan, will host a conference call today, May 9, 2019 at 8:30 a.m. Eastern Time to discuss the Company’s 2019 first quarter results. The call can be accessed by dialing +1-877-504-6131 (inside the U.S.) or +1-786-815-8445 (outside the U.S.) and entering the passcode 8787832.

 

A live, listen-only webcast, together with a slide presentation titled “2019 First Quarter Earnings Release Supplement” dated May 9, 2019, will be available under “Events” in the “Investor Relations” section of the Company’s website, www.focusfinancialpartners.com. A webcast replay of the call will be available shortly after the event at the same address.

 

About Focus Financial Partners Inc.

 

Focus Financial Partners is a leading partnership of independent, fiduciary wealth management firms. Focus provides access to best practices, resources, and continuity planning for its partner firms who serve individuals, families, employers and institutions with comprehensive wealth management services. Focus partner firms maintain their operational independence, while they benefit from the synergies, scale, economics and best practices offered by Focus to achieve their business objectives.

 

Cautionary Note Concerning Forward-Looking Statements

 

The foregoing information contains certain forward-looking statements that reflect the Company’s current views with respect to certain current and future events and financial performance. These forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment which may cause the Company’s actual results to be materially different

 

3


 

from any future results, expressed or implied, in these forward-looking statements. Any forward-looking statements in this release are based upon information available to the Company on the date of this release. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any statements expressed or implied therein will not be realized. Additional information on risk factors that could potentially affect the Company’s financial results may be found in the Company’s annual report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission.

 

Investor and Media Contact Information

Tina Madon

Head of Investor Relations & Corporate Communications

Tel: (646) 813-2909

tmadon@focuspartners.com

 

4


 

How We Evaluate Our Business

 

We focus on several key financial metrics in evaluating the success of our business, the success of our partner firms and our resulting financial position and operating performance. Key metrics for the three months ended March 31, 2018 and 2019 include the following:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

2019

 

 

 

(In thousands, except share
and per share data)

 

Revenue Metrics:

 

 

 

 

 

Revenues

 

$

196,229

 

$

259,924

 

Revenue growth (1) from prior period

 

44.8

%

32.5

%

Organic revenue growth (2) from prior period

 

17.6

%

7.7

%

 

 

 

 

 

 

Management Fees Metrics (operating expense):

 

 

 

 

 

Management fees

 

$

46,300

 

$

57,006

 

Management fees growth (3) from prior period

 

39.3

%

23.1

%

Organic management fees growth (4) from prior period

 

24.5

%

1.8

%

 

 

 

 

 

 

Adjusted EBITDA Metrics:

 

 

 

 

 

Adjusted EBITDA (5)

 

$

44,221

 

$

54,514

 

Adjusted EBITDA growth (5) from prior period

 

56.8

%

23.3

%

 

 

 

 

 

 

Adjusted Net Income Metrics:

 

 

 

 

 

Adjusted Net Income (5) 

 

$

25,456

 

$

35,714

 

Adjusted Net Income growth (5) from prior period

 

38.8

%

40.3

%

 

 

 

 

 

 

Adjusted Net Income Per Share Metrics:

 

 

 

 

 

Adjusted Net Income Per Share (5)

 

$

0.35

 

$

0.47

 

Adjusted Net Income Per Share growth (5) from prior period

 

38.8

%

34.3

%

Adjusted Shares Outstanding (5)

 

71,843,916

 

76,793,979

 

 

 

 

 

 

 

Other Metrics:

 

 

 

 

 

Acquired Base Earnings (6)

 

$

2,750

 

$

11,913

 

Number of partner firms at period end (7)

 

52

 

60

 

 


(1)   Represents period-over-period growth in our GAAP revenue.

 

(2)   Organic revenue growth represents the period-over-period growth in revenue related to partner firms, including growth related to acquisitions of wealth management practices and customer relationships by our partner firms and partner firms that have merged, that for the entire periods presented, are included in our consolidated statements of operations for each of the entire periods presented. We believe these growth statistics are useful in that they present full-period revenue growth of partner firms on a ‘‘same store’’ basis exclusive of the effect of the partial period results of partner firms that are acquired during the comparable periods.

 

5


 

(3)   The terms of our management agreements entitle the management companies to management fees typically consisting of all Earnings Before Partner Compensation (“EBPC”) in excess of Base Earnings up to Target Earnings, plus a percentage of any EBPC in excess of Target Earnings. Management fees growth represents the growth in GAAP management fees earned by management companies. While an expense, we believe that growth in management fees reflect the strength of the partnership.

 

(4)   Organic management fee growth represents the period-over-period growth in management fees earned by management companies related to partner firms, including growth related to acquisitions of wealth management practices and customer relationships by our partner firms and partner firms that have merged, that for the entire periods presented, are included in our consolidated statements of operations for each of the entire periods presented.  We believe that these growth statistics are useful in that they present full-period growth of management fees on a ‘‘same store’’ basis exclusive of the effect of the partial period results of partner firms that are acquired during the comparable periods.

 

(5)   For additional information regarding Adjusted EBITDA, Adjusted Net Income, Adjusted Net Income Per Share and Adjusted Shares Outstanding, including a reconciliation of Adjusted EBITDA, Adjusted Net Income and Adjusted Net Income Per Share to the most directly comparable GAAP financial measure, please read ‘‘Reconciliation of Non-GAAP Financial Measures—Adjusted EBITDA’’ and ‘‘Reconciliation of Non-GAAP Financial Measures —Adjusted Net Income and Adjusted Net Income Per Share’’.

 

(6)   The terms of our management agreements entitle the management companies to management fees typically consisting of all future EBPC of the acquired wealth management firm in excess of Base Earnings up to Target Earnings, plus a percentage of any EBPC in excess of Target Earnings. Acquired Base Earnings is equal to our retained cumulative preferred position in Base Earnings. We are entitled to receive these earnings notwithstanding any earnings that we are entitled to receive in excess of Target Earnings. Base Earnings may change in future periods for various business or contractual matters. For example, from time to time when a partner firm consummates an acquisition, the management agreement among the partner firm, the management company and the principals is amended to adjust Base Earnings and Target Earnings to reflect the projected post-acquisition earnings of the partner firm.

 

(7)   Represents the number of partner firms on the last day of the period presented. The number includes new partner firms acquired during the period reduced by any partner firms that merged with existing partner firms prior to the last day of the period.

 

6


 

Unaudited Condensed Consolidated Financial Statements

 

FOCUS FINANCIAL PARTNERS INC.

Unaudited condensed consolidated statements of operations

(In thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

2019

 

REVENUES:

 

 

 

 

 

Wealth management fees

 

$

184,323

 

$

243,084

 

Other

 

11,906

 

16,840

 

Total revenues

 

196,229

 

259,924

 

OPERATING EXPENSES:

 

 

 

 

 

Compensation and related expenses

 

73,349

 

101,448

 

Management fees

 

46,300

 

57,006

 

Selling, general and administrative

 

36,287

 

52,257

 

Management contract buyout

 

 

1,428

 

Intangible amortization

 

19,494

 

28,741

 

Non-cash changes in fair value of estimated contingent consideration

 

6,371

 

7,414

 

Depreciation and other amortization

 

1,882

 

2,313

 

Total operating expenses

 

183,683

 

250,607

 

INCOME FROM OPERATIONS

 

12,546

 

9,317

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

Interest income

 

142

 

197

 

Interest expense

 

(14,272

)

(12,859

)

Amortization of debt financing costs

 

(959

)

(782

)

Gain on sale of investment

 

5,509

 

 

Loss on extinguishment of borrowings

 

(14,011

)

 

Other income (expense) —net

 

93

 

(236

)

Income from equity method investments

 

74

 

314

 

Total other expense—net

 

(23,424

)

(13,366

)

LOSS BEFORE INCOME TAX

 

(10,878

)

(4,049

)

INCOME TAX EXPENSE (BENEFIT)

 

1,176

 

(1,221

)

NET LOSS

 

$

(12,054

)

(2,828

)

Non-controlling interest

 

 

 

(114

)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

 

 

 

$

(2,942

)

 

 

 

 

 

 

Loss per share of Class A common stock:

 

 

 

 

 

Basic

 

 

 

$

(0.06

)

Diluted

 

 

 

$

(0.06

)

 

 

 

 

 

 

Weighted average shares of Class A common stock outstanding:

 

 

 

 

 

Basic

 

 

 

46,211,599

 

Diluted

 

 

 

46,211,599

 

 

7


 

FOCUS FINANCIAL PARTNERS INC.

Unaudited condensed consolidated balance sheets

(In thousands, except share data)

 

 

 

December 31,

 

March 31,

 

 

 

2018

 

2019

 

ASSETS

 

 

 

 

 

Cash and cash equivalents

 

$

33,213

 

$

83,779

 

Accounts receivable less allowances of $576 at 2018 and $661 at 2019

 

98,596

 

119,202

 

Prepaid expenses and other assets

 

76,150

 

83,501

 

Fixed assets—net

 

24,780

 

24,860

 

Operating lease assets

 

 

171,189

 

Debt financing costs—net

 

12,340

 

11,666

 

Deferred tax assets—net

 

70,009

 

75,360

 

Goodwill

 

860,495

 

945,503

 

Other intangible assets—net

 

762,195

 

881,096

 

TOTAL ASSETS

 

$

1,937,778

 

$

2,396,156

 

LIABILITIES AND EQUITY

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Accounts payable

 

$

8,935

 

$

13,603

 

Accrued expenses

 

36,252

 

42,054

 

Due to affiliates

 

39,621

 

41,281

 

Deferred revenue

 

6,215

 

7,870

 

Other liabilities

 

158,497

 

169,717

 

Operating lease liabilities

 

 

181,597

 

Borrowings under credit facilities (stated value of $838,985 and $1,086,978 at December 31, 2018 and March 31, 2019, respectively)

 

836,582

 

1,084,683

 

Tax receivable agreements obligation

 

39,156

 

43,075

 

TOTAL LIABILITIES

 

1,125,258

 

1,583,880

 

EQUITY

 

 

 

 

 

Class A common stock, par value $0.01, 500,000,000 shares authorized; 46,265,903 and 46,675,183 shares issued and outstanding at December 31, 2018 and March 31, 2019, respectively

 

462

 

467

 

Class B common stock, par value $0.01, 500,000,000 shares authorized; 22,823,272 and 22,568,831 shares issued and outstanding at December 31, 2018 and March 31, 2019, respectively

 

228

 

225

 

Additional paid-in capital

 

471,386

 

459,488

 

Accumulated deficit

 

(590

)

(3,532

)

Accumulated other comprehensive loss

 

(1,824

)

(1,594

)

Total shareholders’ equity

 

469,662

 

455,054

 

Non-controlling interest

 

342,858

 

357,222

 

Total equity

 

812,520

 

812,276

 

TOTAL LIABILITIES AND EQUITY

 

$

1,937,778

 

$

2,396,156

 

 

8


 

FOCUS FINANCIAL PARTNERS INC.

Unaudited condensed consolidated statements of cash flows

(In thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net loss

 

$

(12,054

)

$

(2,828

)

Adjustments to reconcile net loss to net cash provided by operating activities—net of effect of acquisitions:

 

 

 

 

 

Intangible amortization

 

19,494

 

28,741

 

Depreciation and other amortization

 

1,882

 

2,313

 

Amortization of debt financing costs

 

959

 

782

 

Non-cash equity compensation expense

 

3,854

 

3,921

 

Non-cash changes in fair value of estimated contingent consideration

 

6,371

 

7,414

 

Income from equity method investments

 

(74

)

(314

)

Distributions received from equity method investments

 

344

 

263

 

Other non-cash items

 

(368

)

(575

)

Loss on extinguishment of borrowings

 

14,011

 

 

Changes in cash resulting from changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(11,017

)

(20,690

)

Prepaid expenses and other assets

 

(8,167

)

(5,788

)

Accounts payable

 

1,410

 

4,662

 

Accrued expenses

 

5,383

 

3,741

 

Due to affiliates

 

(9,914

)

1,723

 

Other liabilities

 

(1,280

)

(7,537

)

Deferred revenue

 

1,891

 

85

 

Net cash provided by operating activities

 

12,725

 

15,913

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Cash paid for acquisitions and contingent consideration—net of cash acquired

 

(25,531

)

(203,394

)

Purchase of fixed assets

 

(2,312

)

(1,875

)

Other

 

(3,400

)

 

Net cash used in investing activities

 

(31,243

)

(205,269

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Borrowings under credit facilities

 

 

295,000

 

Repayments of borrowings under credit facilities

 

(1,987

)

(47,007

)

Contingent consideration paid

 

(2,180

)

(7,649

)

Payments of debt financing costs

 

(634

)

 

Proceeds from exercise of stock options

 

 

214

 

Payments on finance lease obligations

 

(59

)

(57

)

Distributions for unitholders

 

(138

)

(596

)

Net cash (used in) provided by financing activities

 

(4,998

)

239,905

 

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

 

10

 

17

 

CHANGE IN CASH AND CASH EQUIVALENTS

 

(23,506

)

50,566

 

CASH AND CASH EQUIVALENTS:

 

 

 

 

 

Beginning of period

 

51,455

 

33,213

 

End of period

 

$

27,949

 

$

83,779

 

 

9


 

Reconciliation of Non-GAAP Financial Measures

 

Adjusted EBITDA

 

Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined as net income (loss) excluding interest income, interest expense, income tax expense (benefit), amortization of debt financing costs, intangible amortization and impairments, if any, depreciation and other amortization, non-cash equity compensation expense, non-cash changes in fair value of estimated contingent consideration, gain on sale of investment, loss on extinguishment of borrowings, other expense/income, net, other one-time transaction expenses, and management contract buyout, if any. We believe that Adjusted EBITDA, viewed in addition to and not in lieu of, our reported GAAP results, provides additional 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 or non-employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; stock-based compensation expense is not a key measure of our operating performance;

·                  Contingent consideration or earn outs can vary substantially from company to company and depending upon each company’s growth metrics and accounting assumption methods, the non-cash changes in fair value of estimated contingent consideration is not considered a key measure in comparing our operating performance; and

·                  Amortization expenses 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; the amortization of intangible assets obtained in acquisitions are not considered a key measure in comparing our operating performance.

 

We use Adjusted EBITDA:

 

·                  As a measure of operating performance;

·                  For planning purposes, including the preparation of budgets and forecasts;

·                  To allocate resources to enhance the financial performance of our business; and

·                  To evaluate the effectiveness of our business strategies.

 

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

 

·                  Adjusted EBITDA does not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;

·                  Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs; and

·                  Adjusted EBITDA does not reflect the interest expense on our debt or the cash requirements necessary to service interest or principal payments.

 

10


 

In addition, Adjusted EBITDA can differ significantly from company to company depending on strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We compensate for these limitations by relying also on the GAAP results and using Adjusted EBITDA as supplemental information.

 

Set forth below is a reconciliation of net loss to Adjusted EBITDA for the three months ended March 31, 2018 and 2019:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

2019

 

 

 

(In thousands)

 

Net loss

 

$

(12,054

)

$

(2,828

)

Interest income

 

(142

)

(197

)

Interest expense

 

14,272

 

12,859

 

Income tax expense (benefit)

 

1,176

 

(1,221

)

Amortization of debt financing costs

 

959

 

782

 

Intangible amortization

 

19,494

 

28,741

 

Depreciation and other amortization

 

1,882

 

2,313

 

Non-cash equity compensation expense

 

3,854

 

3,921

 

Non-cash changes in fair value of estimated contingent consideration

 

6,371

 

7,414

 

Gain on sale of investment

 

(5,509

)

 

Loss on extinguishment of borrowings

 

14,011

 

 

Other expense (income), net

 

(93

)

236

 

Management contract buyout

 

 

1,428

 

Other one-time transaction expenses

 

 

1,066

 

Adjusted EBITDA

 

$

44,221

 

$

54,514

 

 

Adjusted Net Income and Adjusted Net Income Per Share

 

We analyze our performance using Adjusted Net Income and Adjusted Net Income Per Share. Adjusted Net Income and Adjusted Net Income Per Share are non-GAAP measures. We define Adjusted Net Income as net income (loss) excluding income tax expense (benefit), amortization of debt financing costs, intangible amortization and impairments, if any, non-cash equity compensation expense, non-cash changes in fair value of estimated contingent consideration, gain on sale of investment, loss on extinguishment of borrowings,  management contract buyout, if any, and other one-time transaction expenses. The calculation of Adjusted Net Income also includes adjustments to reflect (i) a pro forma 27% income tax rate assuming all earnings of Focus LLC were recognized by Focus Inc. and no earnings were attributable to non-controlling interests and (ii) tax adjustments from intangible asset related income tax benefits from acquisitions based on a pro forma 27% tax rate.

 

Adjusted Net Income Per Share for the three months ended March 31, 2019 is calculated by dividing Adjusted Net Income by the Adjusted Shares Outstanding. Adjusted Shares Outstanding for the three months ended March 31, 2019 includes: (i) the weighted average shares of Class A common stock outstanding during the period, (ii) the weighted average incremental shares of Class A common stock related to stock options and unvested Class A common stock, if any, outstanding during the period, (iii) the weighted average number of

 

11


 

Focus LLC common units outstanding during the period (assuming that 100% of such Focus LLC common units have been exchanged for Class A common stock) and (iv) the weighted average number of common unit equivalents of Focus LLC vested and unvested incentive units outstanding during the period based on the closing price of our Class A common stock on the last trading day of the period (assuming that 100% of such Focus LLC common units have been exchanged for Class A common stock).

 

Adjusted Net Income Per Share for the periods prior to July 30, 2018 is calculated by dividing Adjusted Net Income by the Adjusted Shares Outstanding. Adjusted Shares Outstanding for the periods prior to July 30, 2018 was 71,843,916 and includes all vested and unvested shares of Class A common stock issued in connection with the IPO and Reorganization Transactions, assumes that all vested non-compensatory stock options and unvested compensatory stock options outstanding at the closing of the IPO have been exercised (assuming vesting of unvested compensatory stock options and a then-current value of the Class A common stock equal to the $33.00 IPO price) and assumes that 100% of the Focus LLC common units and vested and unvested incentive units outstanding at the closing of the IPO have been exchanged for Class A common stock (assuming vesting of the unvested incentive units and a then-current value of the Focus LLC common units equal to the $33.00 IPO price).

 

We believe that Adjusted Net Income and Adjusted Net Income Per Share, viewed in addition to and not in lieu of, our reported GAAP results, provide additional 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 or non-employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; stock-based compensation expense is not a key measure of our operating performance;

·                  Contingent consideration or earn outs can vary substantially from company to company and depending upon each company’s growth metrics and accounting assumption methods; the non-cash changes in fair value of estimated contingent consideration is not considered a key measure in comparing our operating performance; and

·                  Amortization expenses 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; the amortization of intangible assets obtained in acquisitions are not considered a key measure in comparing our operating performance.

 

Adjusted Net Income and Adjusted Net Income Per Share do not purport to be an alternative to net income (loss) or cash flows from operating activities. The terms Adjusted Net Income and Adjusted Net Income Per Share are not defined under GAAP, and Adjusted Net Income and Adjusted Net Income Per Share are not a measure of net income (loss), operating income or any other performance or liquidity measure derived in accordance with GAAP. Therefore, Adjusted Net Income and Adjusted Net Income Per Share have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

 

·                  Adjusted Net Income and Adjusted Net Income Per Share do not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;

 

12


 

·                  Adjusted Net Income and Adjusted Net Income Per Share do not reflect changes in, or cash requirements for, working capital needs; and

·                  Other companies in the financial services industry may calculate Adjusted Net Income and Adjusted Net Income Per Share differently than we do, limiting its usefulness as a comparative measure.

 

In addition, Adjusted Net Income and Adjusted Net Income Per Share can differ significantly from company to company depending on strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We compensate for these limitations by relying also on the GAAP results and use Adjusted Net Income and Adjusted Net Income Per Share as supplemental information.

 

13


 

Set forth below is a reconciliation of net loss to Adjusted Net Income and Adjusted Net Income Per Share for the three months ended March 31, 2018 and 2019:

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2018

 

2019

 

 

 

(In thousands, except share
and per share data)

 

Net loss

 

$

(12,054

)

$

(2,828

)

Income tax expense (benefit)

 

1,176

 

(1,221

)

Amortization of debt financing costs

 

959

 

782

 

Intangible amortization

 

19,494

 

28,741

 

Non-cash equity compensation expense

 

3,854

 

3,921

 

Non-cash changes in fair value of estimated contingent consideration

 

6,371

 

7,414

 

Gain on sale of investment

 

(5,509

)

 

Loss on extinguishment of borrowings

 

14,011

 

 

Management contract buyout

 

 

1,428

 

Other one-time transaction expenses (1)

 

 

1,066

 

Subtotal

 

$

28,302

 

$

39,303

 

Pro forma income tax expense (27%) (2)

 

(7,641

)

(10,612

)

Tax Adjustments (2) (3)

 

4,795

 

7,023

 

Adjusted Net Income

 

$

25,456

 

$

35,714

 

Adjusted Shares Outstanding (4)

 

71,843,916

 

76,793,979

 

Adjusted Net Income Per Share

 

$

0.35

 

$

0.47

 

 

 

 

 

 

 

Calculation of Adjusted Shares Outstanding:

 

 

 

 

 

Weighted average shares of Class A common stock outstanding—basic (5)

 

 

46,211,599

 

Adjustments:

 

 

 

 

 

Shares of Class A common stock issued in connection with the IPO and Reorganization Transactions (6)

 

42,529,651

 

 

Weighted average incremental shares of Class A common stock related to stock options and unvested Class A common stock (7)

 

 

7,855

 

Weighted average Focus LLC common units outstanding (8)

 

22,499,665

 

22,783,692

 

Weighted average common unit equivalent of Focus LLC incentive units outstanding (9)

 

6,814,600

 

7,790,833

 

Adjusted Shares Outstanding (4)

 

71,843,916

 

76,793,979

 

 


(1)   In Q1 2019, relates to one-time expenses related to (a) Loring Ward severance cash compensation of $280, which were recorded in compensation and related expenses and (b) transaction expenses of $786, which were recorded in selling, general and administrative expenses, associated with the acquisition of Loring Ward.

 

14


 

(2)   For periods ended prior to the closing of the IPO and the consummation of the related reorganization transactions on July 30, 2018, these adjustments are being made for comparative purposes only.

 

(3)   As of March 31, 2019, estimated tax adjustments from intangible asset related income tax benefits from closed acquisitions based on a pro forma 27% tax rate for the next 12 months is $29,157.

 

(4)   For historical periods prior to the closing of the IPO and consummation of the related reorganization transactions on July 30, 2018, the Adjusted Shares Outstanding are deemed to be outstanding for comparative purposes only.

 

(5)   Represents our GAAP weighted average Class A common stock outstanding—basic.

 

(6)   The issuance of Class A common stock that occurred upon closing of the IPO and the consummation of related reorganization transactions on July 30, 2018 is assumed to have occurred as of January 1, 2018 for comparative purposes.

 

(7)   The incremental shares for the three months ended March 31, 2019 related to stock options and unvested Class A common stock as calculated using the treasury stock method were not included in the calculation of the GAAP weighted average shares of Class A common stock—diluted as the result would have been anti-dilutive.

 

(8)   Assumes that 100% of the Focus LLC common units were exchanged for Class A common stock.

 

(9)   Assumes that 100% of the vested and unvested Focus LLC incentive units were converted into Focus LLC common units based on the closing price of our Class A common stock at the end of the respective period and such Focus LLC common units were exchanged for Class A common stock. For the periods ending prior to July 30, 2018, the conversion to Focus LLC common units was based on the $33.00 IPO price.

 

15


 

The following table provides supplemental information regarding the economic ownership of Focus Financial Partners, LLC, as of March 31, 2019:

 

 

 

As of March 31, 2019

 

Economic Ownership of Focus Financial Partners, LLC Interests:

 

Interest

 

%

 

Focus Financial Partners Inc. (1)

 

46,675,183

 

60.7

%

Non-Controlling Interests (2)

 

30,183,233

 

39.3

%

Total

 

76,858,416

 

100.0

%

 


(1)   Includes 118,169 unvested common units.

 

(2)   Includes 7,614,402 Focus LLC common units issuable upon conversion of the outstanding 18,048,706 vested and unvested incentive units (assuming vesting of the unvested incentive units and a March 31, 2019 period end value of the Focus LLC common units equal to $35.64).

 

The following table provides supplemental information regarding the outstanding Focus LLC vested and unvested Incentive Units (“IUs”) at March 31, 2019. The vested IUs in future periods can be exchanged into shares of Class A common stock (after conversion into a number of Focus LLC common units that takes into account the then-current value of common units and such IUs aggregate hurdle amount), and therefore, the Company calculates the Class A common stock equivalent of such IUs for purposes of calculating Adjusted Net Income per Share.  The period-end share price of the Company’s Class A common stock is used to calculate the intrinsic value of the outstanding units in order to calculate a common unit equivalent of the Focus LLC IUs.

 

Focus Financial Partners, LLC Incentive Units by Hurdle:

 

Hurdle
Rates

 

Number
Outstanding

 

$

 1.42

 

175,421

 

5.50

 

97,798

 

6.00

 

56,702

 

7.00

 

514,609

 

9.00

 

2,081,799

 

11.00

 

1,372,761

 

12.00

 

520,000

 

13.00

 

858,817

 

14.00

 

56,205

 

16.00

 

168,552

 

17.00

 

80,000

 

19.00

 

884,797

 

21.00

 

3,975,500

 

22.00

 

1,289,667

 

23.00

 

524,828

 

27.00

 

29,484

 

28.50

 

1,646,766

 

33.00

 

3,715,000

 

 

 

18,048,706

 

 

16


 

The following table provides supplemental information regarding the Company’s Class A and B common stock:

 

 

 

Q1 2019
Weighted
Average
Outstanding

 

Number of Shares
Outstanding at
March 31, 2019

 

Number of Shares
Outstanding at
May 3, 2019

 

Class A

 

46,211,599

 

46,675,183

 

46,692,832

 

Class B

 

22,783,692

 

22,568,831

 

22,568,831

 

 

17


Exhibit 99.2

 

Focus Financial Partners Inc. 2019 First Quarter Earnings Release Supplement May 9, 2019

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Disclaimer Special Note Regarding Forward-Looking Statements Some of the information in this presentation may contain forward-looking statements. Forward-looking statements give our current expectations, contain projections of results of operations or of financial condition, or forecasts of future events. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” “continue,” “will” and similar expressions are used to identify forward-looking statements. They can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this presentation. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include fluctuations in wealth management fees, our reliance on our partner firms and the principals who manage their businesses, our ability to make successful acquisitions, unknown liabilities of or poor performance by acquired businesses, harm to our reputation, our inability to facilitate smooth succession planning at our partner firms, our inability to compete, our reliance on key personnel, our inability to attract, develop and retain talented wealth management professionals, our inability to retain clients following an acquisition, write down of goodwill and other intangible assets, our failure to maintain and properly safeguard an adequate technology infrastructure, cyber-attacks, our inability to recover from business continuity problems, inadequate insurance coverage, the termination of management agreements by management companies, our inability to generate sufficient cash to service all of our indebtedness, the failure of our partner firms to comply with applicable U.S. and non-U.S. regulatory requirements, legal proceedings and governmental inquiries and certain other factors. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements. Our forward-looking statements speak only as of the date of this presentation or as of the date as of which they are made. Except as required by applicable law, including federal securities laws, we do not intend to update or revise any forward-looking statements. Non-GAAP Financial Measures Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA is defined as net income (loss) excluding interest income, interest expense, income tax expense (benefit), amortization of debt financing costs, intangible amortization and impairments, if any, depreciation and other amortization, non-cash equity compensation expense, non-cash changes in fair value of estimated contingent consideration, gain on sale of investment, loss on extinguishment of borrowings, other expense/income, net, other one-time transaction expenses, and management contract buyout, if any. We believe that Adjusted EBITDA, viewed in addition to and not in lieu of, our reported GAAP results, provides additional useful information to investors regarding our performance and overall results of operations for various reasons, including the following: (i) non-cash equity grants made to employees or non-employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; stock-based compensation expense is not a key measure of our operating performance, (ii) contingent consideration or earn outs can vary substantially from company to company and depending upon each company’s growth metrics and accounting assumption methods; the non-cash changes in fair value of estimated contingent consideration is not considered a key measure in comparing our operating performance, and (iii) amortization expenses 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; the amortization of intangible assets obtained in acquisitions are not considered a key measure in comparing our operating performance. We use Adjusted EBITDA (i) as a measure of operating performance, (ii) for planning purposes, including the preparation of budgets and forecasts, (iii) to allocate resources to enhance the financial performance of our business, and (iv) to evaluate the effectiveness of our business strategies. Adjusted EBITDA does not purport to be an alternative to net income (loss) or cash flows from operating activities. The term Adjusted EBITDA is not defined under GAAP, and Adjusted EBITDA is not a measure of net income (loss), operating income or any other performance or liquidity measure derived in accordance with GAAP. Therefore, Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: (i) Adjusted EBITDA does not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments, (ii) Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs, and (iii) Adjusted EBITDA does not reflect the interest expense on our debt or the cash requirements necessary to service interest or principal payments. In addition, Adjusted EBITDA can differ significantly from company to company depending on strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We compensate for these limitations by relying also on the GAAP results and using Adjusted EBITDA as supplemental information. We analyze our performance using Adjusted Net Income and Adjusted Net Income Per Share. Adjusted Net Income and Adjusted Net Income Per Share are non-GAAP measures. We define Adjusted Net Income as net income (loss) excluding income tax expense (benefit), amortization of debt financing costs, intangible amortization and impairments, if any, non-cash equity compensation expense, non-cash changes in fair value of estimated contingent consideration, gain on sale of investment, loss on extinguishment of borrowings, delayed offering cost expense, management contract buyout, if any, and other one-time transaction expenses. The calculation of Adjusted Net Income also includes adjustments to reflect (i) a pro forma 27% income tax rate assuming all earnings of Focus LLC were recognized by Focus Inc. and no earnings were attributable to non-controlling interests and (ii) tax adjustments from intangible asset related income tax benefits from acquisitions based on a pro forma 27% tax rate. We believe that Adjusted Net Income and Adjusted Net Income Per Share, viewed in addition to and not in lieu of, our reported GAAP results, provide additional useful information to investors regarding our performance and overall results of operations for various reasons, including the following: (i) non-cash equity grants made to employees or non-employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; stock-based compensation expense is not a key measure of our operating performance, (ii) contingent consideration or earn outs can vary substantially from company to company and depending upon each company’s growth metrics and accounting assumption methods; the non-cash changes in fair value of estimated contingent consideration is not considered a key measure in comparing our operating performance, and (iii) amortization expenses 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; the amortization of intangible assets obtained in acquisitions are not considered a key measure in comparing our operating performance. Adjusted Net Income and Adjusted Net Income Per Share do not purport to be an alternative to net income (loss) or cash flows from operating activities. The terms Adjusted Net Income and Adjusted Net Income Per Share are not defined under GAAP, and Adjusted Net Income and Adjusted Net Income Per Share are not a measure of net income (loss), operating income or any other performance or liquidity measure derived in accordance with GAAP. Therefore, Adjusted Net Income and Adjusted Net Income Per Share have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are: (i) Adjusted Net Income and Adjusted Net Income Per Share do not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments, (ii) Adjusted Net Income and Adjusted Net Income Per Share do not reflect changes in, or cash requirements for, working capital needs, and (iii) Other companies in the financial services industry may calculate Adjusted Net Income and Adjusted Net Income Per Share differently than we do, limiting its usefulness as a comparative measure. In addition, Adjusted Net Income and Adjusted Net Income Per Share can differ significantly from company to company depending on strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We compensate for these limitations by relying also on the GAAP results and use Adjusted Net Income and Adjusted Net Income Per Share as supplemental information. 2

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Table of Contents 2019 First Quarter Financial Snapshot 2019 Growth Strategy Long-Term Growth Targets Partner Acquisition Overview Value-Added Services Overview New Value Add Service – Focus Client Solutions Case Study – The Colony Group 2019 First Quarter Revenue Composition Hypothetical Example: Market Impact on Revenue 2019 YTD M&A Activity Balance Sheet Metrics Top 10 Takeaways 3

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2019 First Quarter Financial Snapshot Revenues Adjusted EBITDA Adjusted Net Income and ANI per Share Revenues: $259.9 million, +32.5% year-over-year growth Organic revenue growth:1 +7.7% Fee-based and recurring revenues: 95+% Split between market correlated and non-correlated revenues: 72% / 28% Market-correlated revenues billed in advance: 71% Revenue attributable to new partner firm closings: $8.8 million* *$11.0 million on a full-quarter basis Adjusted EBITDA:2 $54.5 million, +23.3% year-over-year growth Adjusted EBITDA Margin:3 21.0% Adjusted EBITDA attributable to new partner firm closings: $2.2 million* * $3.0 million on a full-quarter basis Adjusted Net Income:2 $35.7 million, +40.3% year-over-year growth Adjusted Net Income Per Share:2 $0.47 Adjusted Shares Outstanding For Purposes of Calculating ANI:2 76.8 million 1 Organic revenue growth represents the period-over-period growth in revenue related to partner firms, including growth related to acquisitions of wealth management practices and customer relationships by our partner firms and partner firms that have merged, that for the entire periods presented, are included in our consolidated statements of operations for each of the entire periods presented. We believe these growth statistics are useful in that they present full period revenue growth of partner firms on a ‘‘same store’’ basis exclusive of the effect of the partial period results of partner firms that are acquired during the comparable periods. 2 Non-GAAP financial measure. See Appendix for reconciliations. 3 Calculated as Adjusted EBITDA divided by revenues. 4

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2019 Growth Strategy 1 Non-GAAP financial measure. See Appendix for reconciliations. 2 Our long-term objectives may also be considered forward-looking statements. Please see Disclaimer for discussion of forward-looking statements. 20% Annual Revenue Growth On Average and Over Time 20% Annual Adjusted Net Income per Share1 Growth On Average and Over Time2 4 Increase value-added services to enable partner firms to scale their businesses 2 Capitalize on merger opportunities to accelerate partner firm growth 1 Grow portfolio of partner firms in the ultra-high and high net worth sectors 3 Expand international footprint to increase partner firm diversity 5 Leverage scale and network benefits of Focus partnership to expand growth TARGETS 5

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Long-Term Growth Targets 20% average annual revenue growth target3 Driven by historical results Outperformed target over last 10 years Significant growth opportunity given market dynamics Well positioned to increase market share Annual organic revenue growth rate for 2014-2018 has averaged 10.3%1 10 Year CAGR + 21.3% Adjusted Net Income 3 Year CAGR + 33.6% 20% average annual Adjusted Net Income Per Share2 target3 Driven by historical results for Adjusted Net Income2 Over last 3 years, outperformed our current long-term target 1 Organic revenue growth represents the year-over-year growth in revenue related to partner firms, including growth related to acquisitions of wealth management practices and customer relationships by Focus's partner firms and partner firms that have merged, that for the annual periods presented are included in Focus's consolidated statements of operations for the annual-periods presented. Focus believes these growth statistics are useful in that they present full-period revenue growth of partner firms on a ‘‘same store’’ basis exclusive of the effect of the partial period results of partner firms that are acquired during the comparable periods. 2 Non-GAAP financial measure. See Appendix for reconciliations. 3 Our long-term objectives may also be considered forward-looking statements. Please see Disclaimer for discussion of forward-looking statements. 6 $0.73 $0.95 $1.21 $1.74 2015 2016 2017 2018 Adjusted Net Income Per Share 2 $132 $125 $154 $179 $209 $269 $326 $382 $485 $663 $911 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Revenue ( $ in millions )

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Partner Acquisition Overview Primary focus is on RIAs with owners who are committed to the long-term management and growth of their businesses Prospective partner firms must have a proven track record of growth that will be further enhanced by their partnership with Focus Wealth management services are not subject to commoditization Majority of revenues are fee-based and recurring Highly profitable business and not capital intensive Entrepreneurial mindset drives nimbleness in adapting to market and client demands Open architecture enables advisors to put clients’ needs first Investment Rationale Select Due Diligence Criteria 7 Geographic Presence Financial Performance Legal and Regulatory Framework Fiduciary Ethos Entrepreneurial Spirit Client Profile + Mix Partner + Advisor Profile Fit With Focus Operational Strengths Marketing Ability

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Value-Added Services Overview Consult and advise without compromising partner firm autonomy, client service or culture Access to top-tier consulting, technology, marketing, legal, regulatory, M&A, operations and HR professionals 70+ Focus professionals dedicated to value-added support Dedicated relationship management team for each partner firm Position Partner Firms For Accelerated Growth Strategy Technology Marketing Legal Regulatory M&A Operations Business development M&A strategy Pricing strategy Succession planning Best practices HR Cyber Security System architecture and implementation Cloud migration Business intelligence and analytics Project management Advisor coaching and development Compensation structuring Incentive model development Talent sourcing Organizational design Business development Branding Digital content development Marketing collateral creation Client lead generation Event planning Sourcing Deal process and support Due diligence Transaction structuring and negotiation Regulatory review Document negotiation Custodian and vendor management Enterprise pricing Operation assessment M&A integration Automation Legal advice and consulting M&A negotiation and execution Litigation consultation SEC advice Other regulatory issues Compliance framework development Examination consultation 8

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Value-Added Services New Value Add Service: Focus Client Solutions Third party network of banks and non-bank lenders Enables Focus partner firms to provide their clients with competitive array of cash and credit solutions Strengthens partner firm relationships with existing clients Helps clients achieve higher yields on cash, as well as unlock home equity and business opportunities through refinancing, commercial lending and other options 1 CLIENT Submits lending request to advisor 2 ADVISOR Submits client’s request to FCS (Focus Client Solutions) 3 FCS Reaches out to multiple bank and non-bank lenders 4 LENDERS Provide advisor/FCS with best rates or structure/terms they can offer 5 CLIENT Gets competitive rate and outcome and first-class service from advisor HERE’S HOW IT WORKS 9 Omnibus Cash Management Individual Level Deposit Residential Mortgage Loans Asset Secured Loans Aircraft Lending Commercial Lending Solutions Non - purpose Securities - backed Loans Focus Client Solutions

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Value-Added Services Case Study: The Colony Group1 The Colony Group Overview Provides comprehensive wealth management services for individuals, families and institutions, with a focus on high net worth and ultra-high net worth clients Led by CEO Michael Nathanson; nationally ranked by Barron's, Financial Times, and Financial Advisor Headquartered in Boston, MA with over 175 partners and employees Has grown rapidly through both organic and inorganic initiatives since joining the Focus partnership in 2011 10 Completed 8 Mergers Since Joining Focus Bridgewater2 Prosper Jones Barclay Boston CapGroup2 Mintz Levin Bluewater Aurora 1 We have over 60 partner firms located across the United States as well as the United Kingdom, Canada and Australia. Colony’s results may not be representative of our other partner firms and are not necessarily indicative of Colony’s future performance. 2 Intra-partner firm merger. Steinberg 10

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Value-Added Services Case Study: The Colony Group (Continued)1 Growth Since Joining Focus (Then & Now) 11 Technology & Services (Strategy, Technology, Operations) Technology systems upgraded to suppliers such as eMoney and Tamarac, adding value to the clients as well as accuracy and efficiency to Colony Client experience enhanced to include wider selection of investment options and broader range of services, including family office Geographic Footprint (Operations, Marketing, Legal) From 2 office locations to a 13-office presence on the East Coast and Colorado in highly affluent geographies Enterprise Capabilities for Succession Planning (Strategy, M&A, HR) From ~20 partners to over 50 partners From ~25 employees to over 125 employees Enhanced management structure through a larger, cross-sectional executive team More objective compensation plans in line with goals and market Improved cost control and operating leverage Pre Focus2 Now with Focus3 Offices Partners & Employees RAUM4 7.5x 6.5x 3.9x Key Changes Since Joining Focus 1 We have over 60 partner firms located across the United States as well as the United Kingdom, Canada and Australia. Colony’s results may not be representative of our other partner firms and are not necessarily indicative of Colony’s future performance. 2 September 30, 2011. 3 As of May 2019. 4 Regulatory Assets Under Management (“RAUM”) is based on Form ADVs filed with the Securities and Exchange Commission (“SEC”) for the respective period. We do not use RAUM to evaluate our business or our partner firms. RAUM may include amounts for which partner firms do not bill fees and partner firms may charge asset based fees on amounts that do not constitute RAUM under the SEC’s definition. Our partner firms also charge flat fees, hourly rates or a combination of fees that are not based on the amount of the clients’ assets. 11 ~$1.2bn ~$9.0bn 2 13 ~45 >175

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2019 First Quarter Revenue Composition The majority of our revenues are correlated to the equity and fixed income markets The amount of market-correlated revenues can fluctuate quarter to quarter based on the revenue composition of the RIAs we acquire Our partner firms generally bill quarterly in advance for correlated revenues, which impacts how market movements are reflected in quarterly revenues 12 Market Correlated Revenues ~72% $188 million + Non-Correlated Revenues ~28% $72 million = Total Revenues 100% $260 million Revenue in Advance 71% of total correlated revenues $133 million + Revenue in Arrears 29% of total correlated revenues $55 million = Market Correlated Revenues $188 million

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Hypothetical Example: Market Impact on Revenues = 13 Cerulli represents that for moderate risk clients, approximately 56% of investable assets are in equities and 44% are in fixed income and other asset classes1 Current Quarter Impact to Revenues Subsequent Quarter Impact to Revenues 1 Cerulli Advisor Metrics 2017 2 Hypothetical example provided for illustrative purposes and assuming no other changes Example of Impact on Revenues of Market Change2 Equity Markets change -10.0% Fixed Income/Other Markets change 0.0% Typical Equity Allocation of Client Assets per Cerulli 56.0% Impact of Equity Market Change -5.6% Percentage of Revenues Billed in Advance/Arrears 29.0% 71.0% 100.0% Pro Rata Change in Revenues for Market Change -1.6% -4.0% -5.6% Percentage of Revenues Correlated to the Market 72.0% 72.0% Pro Rata Change in Revenues for Market Change -1.2% -2.9% -4.0% Impact on Revenues -1.2% -2.9% -4.0% Revs 100 Advance 71 Correlated 51.12 Impact of market #REF! Revenues Billed in Advance Revenues Billed in Arrears Total Revenue Impact

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2019 Year-to-Date M&A Activity As of May 9, 2019 62 partner firms 25 transactions pending/closed YTD, 100% of 2018 full year closed transaction activity $18.6 million in Acquired Base Earnings1 for 5 partner firms acquired YTD = * Signed and pending close. Additionally, the transaction for new partner firm Lanham O’Dell & Company is signed and closing date is to be determined. 14 1 The terms of our management agreements entitle the management companies to management fees typically consisting of all future EBPC of the acquired wealth management firm in excess of Base Earnings up to Target Earnings, plus a percentage of any EBPC in excess of Target Earnings. Acquired Base Earnings is equal to our retained cumulative preferred position in Base Earnings. We are entitled to receive these earnings notwithstanding any earnings that we are entitled to receive in excess of Target Earnings. Base Earnings may change in future periods for various business or contractual matters. Firm Name Closing Date Type Primary Office Location Q1 2019 1. Altman, Greenfield & Selvaggi 1/1/19 Partner Firm Acquisitions New York, NY 2. Prime Quadrant 2/15/19 Toronto, Canada 3. Foster Dykema Cabot 3/1/19 Boston, MA 1. Griffon Financial Planning 1/1/19 Mergers Bend, OR 2. Northern Capital Management 1/1/19 Madison, WI 3. Alpern Wealth Management 1/1/19 Pittsburgh, PA 4. David Weise & Associates 1/1/19 Encino, CA 5. WG&S, LLP 1/1/19 Los Angeles, CA 6. Aurora Financial Advisors 2/1/19 Wellesley, MA 7. Dan Goldie Financial Services 2/1/19 Palo Alto, CA 8. Insero Wealth Strategies 3/1/19 Buffalo, NY 9. Neuman + Associates 3/1/19 Encino, CA Q2 2019 (to date) 1. Escala Partners 4/1/19 Partner Firm Acquisitions Melbourne, Australia 2. Sound View Wealth Advisors 4/1/19 Savannah, GA 1. MacGuire, Cheswick & Tuttle 4/1/19 Mergers Darien, CT 2. Weatherstone Capital Management 4/1/19 Denver, CO 3. Bullard, McLeod and Associates 4/1/19 Albany, NY 4. Anthony Smith Advisors 4/1/19 Atlanta, GA 5. Skeet Kaye Hopkins 4/2/19 London, United Kingdom 6. Massingale 5/1/19 Ruston, LA 7. Steinberg Global Asset Management 5/1/19 Boca Raton, FL 8. Lake Mary Wealth Management * Maitland, FL 9. Stevens First Principles Investment Advisors * Newport Beach, CA 10. Catamount Management Group * Westport, CT

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Balance Sheet Metrics 12/31/18 3/31/19 Cash and cash equivalents Borrowings outstanding Net leverage ratio1 $33.2 $839.0 3.33x ($ in millions) $83.8 $1,087.0 3.88x Borrowing Capacity $650 Million Revolver: $354.6 million available at March 31, 2019 Borrowing Rates (as of March 31, 2019) Term Loan ($797.0 million outstanding): LIBOR + 250 bps Revolver ($290.0 million outstanding) and grid pricing: Net Leverage Ratio Drawn Spread Undrawn Fee >4.00x LIBOR + 200 bps 50 bps >3.50x & 4.00x LIBOR + 175 bps 50 bps >3.00x & 3.50x LIBOR + 150 bps 37.5 bps 3.00x LIBOR + 125 bps 25 bps 15 1 Net leverage ratio represents the First Lien Leverage Ratio (as defined in the Credit Agreement), and means the ratio of amounts outstanding under the First Lien Term Loan and First Lien Revolver plus other outstanding debt obligations secured by a lien on the assets of Focus LLC (excluding letters of credit other than unpaid drawings thereunder) minus unrestricted cash and cash equivalents to Consolidated EBITDA (as defined in the Credit Facility). We remain committed to our long-term leverage target of 3-4x. We expect any leverage above 4x to be temporary.

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Top 10 Takeaways for Q1 2019 1 Delivered strong results with YOY growth in revenues (+32.5%) and Adjusted Net Income Per Share1 (+40.3%) well in excess of 20% annual growth targets for each 2 3 4 5 7.7% quarterly organic revenue growth rate2 was impacted by lagged effect of Q4 2018 market downturn due to advance billing structure utilized at many of our partner firms Expect second quarter organic revenue growth rate2 will be above 10%, demonstrating the resiliency of our business model Adjusted EBITDA margin1 was 21%; estimate Q2 2019 margin will remain at approximately 21% Year-to-date3, $18.6 million in acquired base earnings for 5 closed new partner firms; supplemented by 16 mergers completed for partners 1 Calculated as Adjusted EBITDA divided by revenues. 2 Organic revenue growth represents the period-over-period growth in revenue related to partner firms, including growth related to acquisitions of wealth management practices and customer relationships by our partner firms and partner firms that have merged, that for the entire periods presented, are included in our consolidated statements of operations for each of the entire periods presented. We believe these growth statistics are useful in that they present full period revenue growth of partner firms on a ‘‘same store’’ basis exclusive of the effect of the partial period results of partner firms that are acquired during the comparable periods. 3 January 1, 2019 – May 9, 2019. 16

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Top 10 Takeaways for Q1 2019 6 Pipeline suggests robust M&A activity in 1st half 2019; seeing an increasing number of attractive partner acquisitions and merger opportunities for partner firms 7 8 9 10 Client retention and advisor satisfaction remained extremely high Record YTD M&A volume in terms of number of deals closed – 100% of 2018 full year closed transaction activity Approximately $1.1 billion in debt outstanding as of March 31, 2019 and net leverage ratio of 3.88x; remain committed to 3-4x net leverage over the long term Introduced Focus Client Solutions, a new value-added service to provide cash and credit solutions to partner firms through a network of 3rd party banks and non-bank lenders 17

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18 Appendix 18

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Net Loss to Adjusted EBITDA Reconciliation 19 Three Months Ended March 31, ($ in thousands) 2018 2019 Net Loss $(12,054) $(2,828) Interest Income (142) (197) Interest Expense 14,272 12,859 Income Tax Expense (Benefit) 1,176 (1,221) Amortization of Debt Financing Costs 959 782 Intangible Amortization 19,494 28,741 Depreciation and Other Amortization 1,882 2,313 Non-Cash Equity Compensation Expense 3,854 3,921 Non-Cash Changes in Fair Value of Estimated Contingent Consideration 6,371 7,414 Gain on Sale of Investment (5,509) – Loss on Extinguishment of Borrowings 14,011 – Other Expense (Income), Net (93) 236 Management Contract Buyout – 1,428 Other One-Time Transaction Expenses – 1,066 Adjusted EBITDA $44,221 $54,514 19

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Net Income (Loss) to Adjusted Net Income Reconciliation 20 For the Year Ended December 31, Three Months Ended March 31, ($ in thousands) 2015 2016 2017 2018 2018 2019 Net Income (Loss) $9,321 $15,722 $(48,359) $(41,087) $(12,054) $(2,828) Income Tax Expense (Benefit) 649 981 (1,501) 9,450 1,176 (1,221) Amortization of Debt Financing Costs and Other 1,770 2,482 4,084 3,498 959 782 Intangible Amortization 35,421 50,942 64,367 90,381 19,494 28,741 Non-Cash Equity Compensation Expense 15,537 8,520 34,879 44,468 3,854 3,921 Non-Cash Changes in Fair Value of Estimated Contingent Consideration (160) (1,143) 22,294 6,638 6,371 7,414 Gain on Sale of Investment – – – (5,509) (5,509) – Delayed Offering Expense – – 9,840 – – – Loss on Extinguishment of Borrowings – – 8,106 21,071 14,011 – Other One-Time Transaction Expenses (1) – – 2,843 11,529 – 1,066 Management Contract Buyout – – – – – 1,428 Subtotal 60,538 77,504 96,553 140,439 28,302 39,303 Pro Forma Income Tax Expense (27%) (2) (16,345) (20,926) (26,069) (37,919) (7,641) (10,612) Tax Adjustments (2) (3) 8,080 11,991 16,217 22,828 4,795 7,023 Adjusted Net Income $52,273 $68,569 $86,701 $125,348 $25,456 $35,714 1 In Q1 2019, relates to one-time expenses related to (a) Loring Ward severance cash compensation of $280, which were recorded in compensation and related expenses and (b) transaction expenses of $786, which were recorded in selling, general and administrative expenses, associated with the acquisition of Loring Ward. In 2018, primarily relates to one-time expenses related to (a) Loring Ward severance cash compensation of $507 and 2018 IPO and related reorganization transaction cash compensation expenses of $5,926, (b) transaction expenses of $1,762 associated with the acquisition of Loring Ward and (c) other expenses, net of $2,373, which were recorded in other (expense) income-net, primarily related to the loss on sale of a tax customer list and related receivables. In 2017, relates to one-time transaction expenses, which were recorded in other (expense) income-net, related to insurance fees associated with the investment by our private equity investors. 2 For periods ended prior to the closing of the IPO and the consummation of the related reorganization transactions on July 30, 2018, these adjustments are being made for comparative purposes only. 3 Represents tax adjustments from intangible asset related income tax benefits from closed acquisitions based on a pro forma 27% tax rate. 20

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21 21 1 For historical periods prior to the closing of the IPO and consummation of the related reorganization transactions on July 30, 2018, the Adjusted Shares Outstanding are deemed to be outstanding for comparative purposes only. 2 Represents our GAAP weighted average Class A common stock outstanding–basic. 3 The issuance of Class A common stock that occurred upon closing of the IPO and the consummation of related reorganization transactions on July 30, 2018 is assumed to have occurred as of January 1, 2018 for comparative purposes. 4 The incremental shares for the three months ended March 31, 2019 related to stock options and unvested Class A common stock as calculated using the treasury stock method were not included in the calculation of the GAAP weighted average shares of Class A common stock—diluted as the result would have been anti-dilutive. 5 Assumes that 100% of the Focus LLC common units were exchanged for Class A common stock. 6 Assumes that 100% of the vested and unvested Focus LLC incentive units were converted into Focus LLC common units based on the closing price of our Class A common stock at the end of the respective period and such Focus LLC common units were exchanged for Class A common stock. For the periods ending prior to July 30, 2018, the exchange to Class A common stock was based on the $33.00 IPO price. Adjusted Net Income and Adjusted Net Income Per Share Reconciliation Three Months Ended March 31, 2018 2019 Adjusted Net Income (in thousands) $ 25,456 $ 35,714 Adjusted Shares Outstanding (1) 71,843,916 76,793,979 Adjusted Net Income Per Share $ 0.35 $ 0.47 Calculation of Adjusted Shares Outstanding: Weighted average shares of Class A common stock outstanding—basic (2) – 46,211,599 Adjustments: Shares of Class A common stock issued in connection with 42,529,651 – the IPO and Reorganization Transactions (3) Weighted average incremental shares of Class A common – 7,855 stock related to stock options and unvested Class A common stock (4) Weighted average Focus LLC common units outstanding (5) 22,499,665 22,783,692 Weighted average common unit equivalent of Focus LLC incentive units outstanding (6) 6,814,600 7,790,833 Adjusted Shares Outstanding (1) 71,843,916 76,793,979

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