EX-99.2 4 a19-2443_1ex99d2.htm EX-99.2

EXHIBIT 99.2

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

 

On November 30, 2018 (the “Closing Date”), Focus Financial Partners Inc. (the “Company”) completed its acquisition of Loring Ward Holdings Inc. (“Loring Ward”) through a merger of a newly-formed, wholly-owned subsidiary of the Company with and into Loring Ward (the “Merger”). Total consideration at the closing of the Merger included the issuance of 3,736,252 shares of the Company’s Class A common stock and cash payments of $95.9 million, which included the repayment of Loring Ward debt and reflected estimated net cash and working capital adjustments. The cash portion of such consideration remains subject to final potential net cash and working capital adjustments, as further described in the Agreement and Plan of Merger, dated as of September 27, 2018. A portion of the purchase price was placed in escrow for the satisfaction of certain indemnification claims and working capital adjustments. Loring Ward’s stockholders are also entitled to additional cash payments totaling $25.0 million (comprised of two installments of $12.5 million due on the six and twelve month anniversaries of the Closing Date). Loring Ward’s stockholders and optionholders are also entitled to two earn-out payments of up to $35.0 million each in respect of each of the two successive three-year periods immediately following the Closing Date; and to the extent the earn-out payments exceed $55.0 million in the aggregate, the excess will be payable as part of the second earn-out payment through the issuance of shares of the Company’s Class A common stock.

 

The acquisition of Loring Ward was accounted for under the purchase method of accounting in accordance with Accounting Standards Codification Topic 805: Business Combinations (“ASC 805”).  In accordance with ASC 805, the total purchase price was allocated among the net tangible and identifiable intangible assets acquired  in connection with the Merger, based on their fair values as of the Closing Date. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 reflects the preliminary allocation of the purchase price to the assets acquired based on their estimated fair values as if the Merger occurred on September 30, 2018.  The preliminary purchase price allocation is subject to change based on the finalization of the allocation of the purchase price, but in no event, later than one year following completion of the Merger.

 

The unaudited condensed consolidated pro forma financial information is presented in accordance with Article 11 of Regulation S-X.  The unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 gives effect to the acquisition of Loring Ward as if it occurred on September 30, 2018.  The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2017 gives effect to the acquisition of Loring Ward as if it had occurred on January 1, 2017, and the unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2018 gives effect to the acquisition of Loring Ward as if it had occurred on January 1, 2018.

 

The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2017 also gives effect to the Company’s initial public offering (“IPO”) and the related reorganization transactions (the “Reorganization Transactions”), and the related amendments to Focus Financial Partners, LLC’s (“Focus LLC”) credit facilities, each of which was completed on July 30, 2018, as if they had occurred on January 1, 2017.  The unaudited pro forma condensed financial information for the nine months ended September 30, 2018 also gives effect to the amendments to Focus LLC’s credit facilities and proforma taxes related to the IPO and Reorganization Transactions as if they had occurred on January 1, 2018.

 

In accordance with Article 11 of Regulation S-X, the unaudited pro forma condensed consolidated financial information excludes Loring Ward’s discontinued operations.

 

The pro forma adjustments are based upon information and assumptions available at the time of the filing of this Form 8-K/A.  The unaudited pro forma consolidated financial information does not reflect any synergies that may be achieved from the combination of the entities.

 

The unaudited condensed consolidated balance sheet as of September 30, 2018 of Loring Ward has been presented in the unaudited pro forma condensed consolidated financial information on an unclassified basis to conform to the Company’s financial statement presentation.

 

The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not intended to be indicative of the operating results that actually would have occurred if the Merger, IPO, Reorganization Transactions and amendments to Focus LLC’s credit facilities had been consummated on January 1, 2017 or January 1, 2018, as applicable, nor is the data intended to be indicative of future operating results.  The unaudited pro forma condensed consolidated financial information and the accompanying notes thereto for the year ended December 31, 2017 should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2017 and notes thereto of Focus LLC, the Company’s accounting predecessor, included in the Company’s prospectus dated July 25, 2018, as filed with the Securities and Exchange Commission on July 27, 2018. The unaudited pro forma condensed consolidated financial information and the accompanying notes thereto as of and for the period ended September 30, 2018 should be read in conjunction with the Company’s unaudited condensed consolidated financial statements as of and for the period ended September 30, 2018 included in the Company’s Form 10-Q for the quarter ended September 30, 2018.

 

1


 

Loring Ward’s audited consolidated financial statements as of and for the year ended December 31, 2017 and related notes thereto and Loring Ward’s unaudited condensed consolidated financial statements as of and for the periods ended September 30, 2018 and 2017 and related notes thereto are attached as Exhibit 99.1 to this Form 8-K/A.

 

2


 

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2017

(dollars in thousands, except per share data)

 

 

 

Focus
Financial
Partners, LLC
Historical

 

Pro Forma
Adjustments
(IPO and
Reorganization
Transactions)

 

Pro Forma
Adjustments
Note

 

Focus Financial
Partners Inc.
Pro Forma

 

Loring Ward
Holdings Inc.
and
subsidiaries

 

Pro Forma
Adjustments
(Acquisition
of Loring
Ward)

 

Pro Forma
Adjustments
Note

 

Focus
Financial
Partners Inc.
Combined
Pro Forma

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wealth management fees

 

$

617,124

 

$

 

 

 

$

617,124

 

$

45,310

 

$

 

 

 

$

662,434

 

Service and administrative fees

 

 

 

 

 

 

 

 

 

15,674

 

(15,674

)

(f)

 

 

 

Brokerage commissions

 

 

 

 

 

 

 

 

 

275

 

(275

)

(f)

 

 

 

Change in unrealized gain on investments in mutual funds

 

 

 

 

 

 

 

 

 

47

 

(47

)

(f)

 

 

 

Other

 

45,763

 

 

 

 

 

45,763

 

 

 

15,996

 

(f)

 

61,759

 

Total revenues

 

662,887

 

 

 

 

 

662,887

 

61,306

 

 

 

 

 

724,193

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and related expenses

 

265,555

 

25,312

 

(a)

 

290,867

 

22,232

 

(2,150

)

(g)

 

310,949

 

Management fees

 

163,617

 

 

 

 

 

163,617

 

 

 

4,420

 

(g)

 

168,037

 

Selling, general and administrative

 

134,615

 

 

 

 

 

134,615

 

21,286

 

1,752

 

(h)

 

157,653

 

Intangible amortization

 

64,367

 

 

 

 

 

64,367

 

53

 

776

 

(i)

 

65,196

 

Non-cash changes in fair value of estimated contingent consideration

 

22,294

 

 

 

 

 

22,294

 

 

 

 

 

 

 

22,294

 

Depreciation and other amortization

 

6,686

 

 

 

 

 

6,686

 

1,154

 

 

 

 

 

7,840

 

Total operating expenses

 

657,134

 

25,312

 

 

 

682,446

 

44,725

 

4,798

 

 

 

731,969

 

INCOME (LOSS) FROM OPERATIONS

 

5,753

 

(25,312

)

 

 

(19,559

)

16,581

 

(4,798

)

 

 

(7,776

)

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

222

 

 

 

 

 

222

 

108

 

 

 

 

 

330

 

Interest expense

 

(41,861

)

12,048

 

(b)

 

(29,813

)

(2,406

)

2,406

 

(j)

 

(29,813

)

Capital gains

 

 

 

 

 

 

 

 

 

414

 

(414

)

(f)

 

 

 

Amortization of debt financing costs

 

(4,084

)

(23

)

(b)

 

(4,107

)

 

 

 

 

 

 

(4,107

)

Loss on extinguishment of borrowings

 

(8,106

)

(7,060

)

(b)

 

(15,166

)

 

 

 

 

 

 

(15,166

)

Other (expense) income—net

 

(3,191

)

 

 

 

 

(3,191

)

 

 

414

 

(f)

 

(2,777

)

Income from equity method investments

 

1,407

 

 

 

 

 

1,407

 

 

 

 

 

 

 

1,407

 

Total other expense—net

 

(55,613

)

4,965

 

 

 

(50,648

)

(1,884

)

2,406

 

 

 

(50,126

)

INCOME(LOSS) BEFORE INCOME TAX

 

(49,860

)

(20,347

)

 

 

(70,207

)

14,697

 

(2,392

)

 

 

(57,902

)

INCOME TAX EXPENSE (BENEFIT)

 

(1,501

)

20

 

(c)

 

(1,481

)

6,265

 

(2,710

)

(c)(k)

 

2,074

 

Net income (loss)

 

$

(48,359

)

$

(20,367

)

 

 

(68,726

)

8,432

 

318

 

 

 

(59,976

)

Net (income) loss attributable to non-controlling interests

 

 

 

27,137

 

(d)

 

27,137

 

 

 

(6,114

)

(d)

 

21,023

 

NET LOSS ATTRIBUTABLE TO FOCUS FINANCIAL PARTNERS INC.

 

 

 

 

 

 

 

$

(41,589

)

$

8,432

 

$

(5,796

)

 

 

$

(38,953

)

Net loss per share of Class A common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

(e)

 

$

(0.98

)

 

 

 

 

(e)

 

$

(0.84

)

Diluted

 

 

 

 

 

(e)

 

$

(0.98

)

 

 

 

 

(e)

 

$

(0.84

)

Weighted average shares of Class A common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

(e)

 

42,529,651

 

 

 

 

 

(e)

 

46,265,903

 

Diluted

 

 

 

 

 

(e)

 

42,529,651

 

 

 

 

 

(e)

 

46,265,903

 

 

3


 

Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2017

(dollars in thousands, except per share data)

 

(a)              Reflects additional compensation expense related to the vesting and exchange of certain incentive units that occurred in connection with the Reorganization Transactions and additional compensation expense related to cash payments and the issuance of stock options to unitholders in connection with the IPO.

 

(b)             Reflects adjustments to interest expense and loss on extinguishment of borrowings related to the reduction of indebtedness under Focus LLC’s credit facilities, reduction in the assumed interest rate to 4.75%, the increase in Focus LLC’s first lien revolving credit facility and amortization of debt financing costs, in connection with the amendment to Focus LLC’s credit facilities (as if these transactions had been completed as of July 3, 2017 the date the credit facilities were put in place).

 

(c)              Reflects the impact of U.S. federal, state, local and foreign income taxes on the income of the Company. The pro forma effective income tax rate is estimated to be approximately 40.0% and was determined by combining the projected U.S. federal, state, local and foreign income taxes.

 

As a flow through entity, Focus LLC is generally not and has not been subject to U.S. federal and certain state income taxes at the entity level, although it has been subject to the New York City Unincorporated Business Tax. Instead, for U.S. federal and certain state income tax purposes, taxable income was and is passed through to its unitholders, which after the Reorganization Transactions, includes the Company. The Company is subject to U.S. federal and certain state income taxes applicable to corporations. The provision for income taxes differs from the amount of income tax computed by applying the applicable U.S. federal income tax statutory rate to loss before provision for income taxes as follows:

 

 

 

For the Year
Ended
December 31, 2017

 

 

 

(dollars in thousands)

 

U.S. federal statutory rate

 

$

(20,266

)

35.0

%

State and local income taxes, net of U.S. federal

 

(1,452

)

2.5

%

Permanent items and other

 

15,498

 

(26.8

)%

Rate benefit from the flow through entity(1)

 

8,294

 

(14.3

)%

Provision for income taxes(2)

 

2,074

 

(3.6

)%

 


(1)                                        Rate benefit from the flow through entity is calculated principally by multiplying the consolidated pro forma income (loss) before tax by the percentage of non-controlling interests represented by the common units and incentive units, after taking into account the hurdle, of Focus LLC held by the continuing owners of Focus LLC following the IPO (the “continuing owners”) and the U.S. federal statutory rate. The pro forma income (loss) before tax attributable to the non-controlling interests would be subject to New York City Unincorporated Business tax at the consolidated level at a statutory rate of 4.0%. The U.S. federal and state income taxes on the earnings attributable to the common units and incentive units held by the continuing owners is payable directly by the continuing owners.

 

(2)                                        The pro forma provision for income taxes excludes the impact of the remeasurement of pro forma deferred tax assets resulting from the reduction in the highest U.S. federal corporate income tax rate from 35% to 21% as enacted by the 2017 Tax Cuts and Job Act (the “Tax Act”). A related adjustment to the Tax Receivable Agreements obligation has also been excluded from the pro forma statement of operations. In addition, the impact of the previously recorded benefit of $2,653 relating to the remeasurement of deferred tax assets and liabilities of Focus LLC for the year ended December 31, 2017 because of the Tax Act has also been removed from the pro forma provision for income taxes. The impact of the remeasurement of pro forma deferred tax assets would have been an expense of approximately $34,737. The impact of the remeasurement of the pro forma liability for the Tax Receivable Agreements would have been a benefit of approximately $18,853 to other income.

 

The table above includes certain book to tax differences such as non-deductible meals and entertainment, non-cash equity compensation expense, and intangible acquisition expenses which represent permanent differences. These differences are recognized at the level of the flow through entity, Focus LLC, and indirectly impact the Company by increasing the effective income tax rate.

 

4


 

(d)             Represents the non-controlling interest allocation of 40.8% of the net loss of the Company to the continuing owners. The percentage is based on the common units and incentive units of Focus LLC outstanding after the IPO.

 

 

 

After IPO

 

 

 

(dollars in thousands)

 

Vested common units held by continuing owners

 

22,499,665

 

Common unit equivalents of vested and unvested incentive units held by continuing owners(1)

 

6,814,600

 

Total common units and common unit equivalents attributable to non-controlling interest

 

29,314,265

 

Total common units and common unit equivalents of incentive units outstanding

 

71,843,916

 

Non-controlling interest allocation

 

40.8

%

Loss before provision for income taxes

 

(65,360

)

Non-controlling interest allocation

 

40.8

%

Loss before provision for income taxes attributable to non-controlling interest

 

(26,667

)

Non-controlling portion of provision for income taxes(2)

 

470

 

Net loss attributable to non-controlling interests

 

$

(27,137

)

 

Represents the non-controlling interest allocation of 38.8% of the net loss of the Company to the continuing owners after the Merger resulting in an adjustment of $6,114 to non controlling interest.

 

 

 

After Merger

 

 

 

(dollars in thousands)

 

Vested common units held by continuing owners

 

22,499,665

 

Common unit equivalents of vested and unvested incentive units held by continuing owners(1)

 

6,814,600

 

Total common units and common unit equivalents attributable to non-controlling interest

 

29,314,265

 

Total common units and common unit equivalents of incentive units outstanding

 

75,580,168

 

Non-controlling interest allocation

 

38.8

%

Loss before provision for income taxes

 

(53,031

)

Non-controlling interest allocation

 

38.8

%

Loss before provision for income taxes attributable to non-controlling interest

 

(20,576

)

Non-controlling portion of provision for income taxes(3)

 

447

 

Net loss attributable to non-controlling interests

 

$

(21,023

)

 


(1)                                     On a common unit equivalent basis using the IPO price.

 

(2)                                     The non-controlling portion of provision for income taxes of  $470 for the year ended December 31, 2017 at IPO is calculated by multiplying the pro forma provision for income taxes for Focus LLC of $1,152 by the non-controlling interest allocation percentage of  40.8%.

 

(3)                                     The non-controlling portion of provision for income taxes of $447 for the year ended December 31, 2017 after the Merger is calculated by multiplying the pro forma provision for income taxes for Focus LLC of  $1,152 by the non-controlling interest allocation percentage of 38.8%.

 

(e)              The pro forma basic and diluted net loss per share of Class A common stock is calculated as follows:

 

After IPO:

 

 

 

Basic

 

Diluted

 

 

 

(dollars in thousands,
except per share data)

 

Pro forma net loss attributable to the Company

 

$

(41,589

)

$

(41,589

)

Weighted average shares of Class A common stock outstanding(1)(2)(3)

 

42,529,651

 

42,529,651

 

Pro forma net loss per share of Class A common stock

 

$

(0.98

)

$

(0.98

)

 

5


 

After Merger:

 

 

 

Basic

 

Diluted

 

 

 

(dollars in thousands,
except per share data)

 

Pro forma net loss attributable to the Company

 

$

(38,953

)

$

(38,953

)

Weighted average shares of Class A common stock outstanding(1)(2)(3)(4)

 

46,265,903

 

46,265,903

 

Pro forma net loss per share of Class A common stock

 

$

(0.84

)

$

(0.84

)

 


(1)                                     Shares of Class B common stock do not share in the earnings of the Company and are therefore not included in the weighted average shares outstanding or net loss per share. Furthermore, no pro forma effect was given to the future potential exchanges of  vested common units and common units issuable upon conversion of vested and unvested incentive units held by the continuing owners.

 

(2)                                     Compensatory and non-compensatory stock are anti-dilutive and are therefore not included in the weighted average shares.

 

(3)                                     Basic and diluted net loss per share includes 178,608 shares related to unvested Class A common stock.

 

(4)                                     Includes 3,736,252 shares of Class A common stock issued as consideration in the Merger

 

(f)               Reclassification to conform to the Company’s presentation.

 

(g)              To record management fees pursuant to the amended management agreement entered into with certain selling principals of Loring Ward and adjust the principals’ historical compensation.

 

(h)             To record transaction expenses, prepaid insurance and insurance expense related to the Merger.

 

(i)               To record additional amortization expense related to the intangibles acquired in connection with the Merger and to eliminate Loring Ward’s historical amortization expense.

 

(j)               To eliminate Loring Ward’s interest expense, as the outstanding debt of Loring Ward was repaid at the closing of the Merger.

 

(k)             To record additional tax expense and deferred taxes resulting from the Merger.

 

6


 

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of September 30, 2018

(dollars in thousands, except per share data)

 

 

 

Focus
Financial
Partners
Inc.
Historical

 

Pro Forma
Adjustments
(IPO and
Reorganization
Transactions)

 

Pro Forma
Adjustments
Note

 

Focus
Financial
Partners
Inc.
Pro forma

 

Loring
Ward
Holdings
Inc. and
subsidiaries

 

Pro Forma
Adjustments
(Acquisition of
Loring Ward)

 

Pro Forma
Adjustments
Note

 

Focus
Financial
Partners Inc.
Pro Forma
Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

98,378

 

$

16,560

 

(a)(b)

 

$

114,938

 

$

7,494

 

$

(96,860

)

(c)(f)(g)(i)(j)

 

$

25,572

 

Accounts receivable—net

 

101,570

 

 

 

 

 

101,570

 

3,779

 

(175

)

(d)

 

105,174

 

Prepaid expenses and other assets

 

70,127

 

 

 

 

 

70,127

 

960

 

1,974

 

(g)(j)

 

73,061

 

Fixed assets—net

 

22,407

 

 

 

 

 

22,407

 

1,740

 

 

 

 

 

24,147

 

Debt financing costs—net

 

13,014

 

(222

)

(a)

 

12,792

 

 

 

 

 

 

 

12,792

 

Deferred tax asset—net

 

70,232

 

 

 

 

 

70,232

 

737

 

(15,209

)

(j)

 

55,760

 

Goodwill

 

693,160

 

 

 

 

 

693,160

 

 

 

154,758

 

(c)(j)

 

847,918

 

Other intangible assets—net

 

672,060

 

 

 

 

 

672,060

 

260

 

102,418

 

(c)(d)(h)

 

774,738

 

Notes receivable

 

 

 

 

 

 

 

 

 

5,104

 

(5,104

)

(d)

 

 

 

TOTAL ASSETS

 

$

1,740,948

 

$

16,338

 

 

 

$

1,757,286

 

$

20,074

 

$

141,802

 

 

 

$

1,919,162

 

LIABILITIES AND SHAREHOLDER’S EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

8,621

 

$

 

 

 

$

8,621

 

$

5,777

 

$

 

 

 

$

14,398

 

Accrued expenses

 

48,588

 

 

 

 

 

48,588

 

 

 

 

 

 

 

48,588

 

Due to affiliates

 

40,537

 

 

 

 

 

40,537

 

 

 

 

 

 

 

40,537

 

Deferred revenue

 

7,811

 

 

 

 

 

7,811

 

 

 

 

 

 

 

7,811

 

Other liabilities

 

148,929

 

 

 

 

 

148,929

 

 

 

33,820

 

(c)

 

182,749

 

Deferred rent

 

 

 

 

 

 

 

 

 

2,388

 

(2,388

)

(d)

 

 

 

Borrowings under credit facilities

 

798,481

 

(196

)

(a)

 

798,285

 

 

 

 

 

 

 

798,285

 

Tax receivable agreements obligations

 

39,156

 

 

 

 

 

39,156

 

 

 

 

 

 

 

39,156

 

Notes payable

 

 

 

 

 

 

 

 

 

44,000

 

(44,000

)

(d)

 

 

 

TOTAL LIABILITIES

 

1,092,123

 

(196

)

 

 

1,091,927

 

52,165

 

(12,568

)

 

 

1,131,524

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDER’S EQUITY:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A Common stock, par value $0.01, 500,000,000 shares authorized; 42,529,651 shares issued and outstanding at September 30, 2018; 46,265,903 shares issued and outstanding, as adjusted

 

425

 

 

 

 

 

425

 

 

 

37

 

(c)

 

462

 

Class B Common stock, par value $0.01, 500,000,000 shares authorized; 22,823,272 shares issued and outstanding at September 30, 2018; 22,823,272 shares issued and outstanding, as adjusted

 

228

 

 

 

 

 

228

 

 

 

 

 

 

 

228

 

Common stock

 

 

 

 

 

 

 

 

 

9

 

(9

)

(d)

 

 

 

Additional paid-in capital

 

389,830

 

 

 

 

 

389,830

 

1,330

 

135,683

 

(c)(d)(j)

 

526,843

 

Treasury stock

 

 

 

 

 

 

 

 

 

(1,726

)

1,726

 

(d)

 

 

 

Accumulated deficit

 

(10,198

)

9,594

 

 

 

(604

)

(31,704

)

27,469

 

(d)(j)

 

(4,839

)

Accumulated other comprehensive loss

 

(245

)

 

 

 

 

(245

)

 

 

 

 

 

 

(245

)

TOTAL SHAREHOLDER’S EQUITY

 

380,040

 

9,594

 

 

 

389,634

 

(32,091

)

164,906

 

 

 

522,449

 

Non-controlling interests

 

268,785

 

6,940

 

(k)

 

275,725

 

 

 

(10,536

)

(k)

 

265,189

 

TOTAL EQUITY (DEFICIT)

 

 

648,825

 

 

16,534

 

 

 

 

665,359

 

 

(32,091

)

 

154,370

 

 

 

 

787,638

 

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

 

$

1,740,948

 

$

16,338

 

 

 

$

1,757,286

 

$

20,074

 

$

141,802

 

 

 

$

1,919,162

 

 

7


 

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Nine Months Ended September 30, 2018

(dollars in thousands, except per share data)

 

 

 

Focus
Financial
Partners Inc.
Historical

 

Pro Forma
Adjustments
(IPO and
Reorganization
Transactions)

 

Pro Forma
Adjustments
Note

 

Focus
Financial
Partners Inc.
Pro Forma

 

Loring
Ward
Holdings
Inc. and
subsidiaries

 

Pro Forma
Adjustments
(Acquisition of
Loring Ward)

 

Pro Forma
Adjustments
Note

 

Focus
Financial
Partners Inc.
Pro Forma
Combined

 

REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wealth management fees

 

$

620,886

 

$

 

 

 

$

620,886

 

$

35,349

 

$

 

 

 

$

656,235

 

Service and administration fees

 

 

 

 

 

 

 

 

 

8,923

 

(8,923

)

(e)

 

 

 

Brokerage commissions

 

 

 

 

 

 

 

 

 

15

 

(15

)

(e)

 

 

 

Other

 

42,479

 

 

 

 

 

42,479

 

 

 

8,938

 

(e)

 

51,417

 

Total revenues

 

663,365

 

 

 

 

663,365

 

44,287

 

 

 

 

707,652

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and related expenses

 

262,004

 

 

 

 

 

262,004

 

18,381

 

(1,654

)

(f)

 

278,731

 

Management fees

 

169,346

 

 

 

 

 

169,346

 

 

 

3,315

 

(f)

 

172,661

 

Selling, general and administrative

 

121,612

 

 

 

 

 

121,612

 

15,011

 

1,739

 

(g)

 

138,362

 

Intangible amortization

 

65,400

 

 

 

 

 

65,400

 

40

 

622

 

(h)

 

66,062

 

Non-cash changes in fair value of estimated contingent consideration

 

28,879

 

 

 

 

 

28,879

 

 

 

 

 

 

 

28,879

 

Depreciation and other amortization

 

6,121

 

 

 

 

 

6,121

 

902

 

 

 

 

 

7,023

 

Total operating expenses

 

653,362

 

 

 

 

 

653,362

 

34,334

 

4,022

 

 

 

691,718

 

INCOME (LOSS) FROM OPERATIONS

 

10,003

 

 

 

 

 

10,003

 

9,953

 

(4,022

)

 

 

15,934

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

809

 

 

 

 

 

809

 

145

 

 

 

 

 

954

 

Interest expense

 

(45,480

)

16,016

 

(a)

 

(29,464

)

(1,554

)

1,554

 

(i)

 

(29,464

)

Capital gains

 

 

 

 

 

 

 

 

 

9

 

(9

)

(e)

 

 

 

Amortization of debt financing costs

 

(2,716

)

(26

)

(a)

 

(2,742

)

 

 

 

 

 

 

(2,742

)

Gain on sale of investment

 

5,509

 

 

 

 

 

5,509

 

 

 

 

 

 

 

5,509

 

Loss on extinguishment of borrowings

 

(21,071

)

 

 

 

 

(21,071

)

 

 

 

 

 

 

(21,071

)

Other (expense) income—net

 

(229

)

 

 

 

 

(229

)

 

 

9

 

(e)

 

(220

)

Income from equity method investments

 

208

 

 

 

 

 

208

 

 

 

 

 

 

 

208

 

Total other expense—net

 

(62,970

)

15,990

 

 

 

(46,980

)

(1,400

)

1,554

 

 

 

(46,826

)

INCOME (LOSS) BEFORE INCOME TAX

 

(52,967

)

15,990

 

 

 

(36,977

)

8,553

 

(2,468

)

 

 

(30,892

)

INCOME TAX EXPENSE (BENEFIT)

 

5,667

 

(544

)

(b)

 

5,123

 

2,350

 

(1,122

)

(j)

 

6,351

 

Net income (loss)

 

(58,634

)

16,534

 

 

 

(42,100

)

6,203

 

(1,346

)

 

 

(37,243

)

Net (income) loss attributable to non-controlling interests

 

48,436

 

(6,940

)

(k)

 

41,496

 

 

 

(2,517

)

(k)

 

38,979

 

NET INCOME (LOSS) ATTRIBUTABLE TO FOCUS FINANCIAL PARTNERS INC.

 

$

(10,198

)

$

9,594

 

 

 

$

(604

)

$

6,203

 

$

(3,863

)

 

 

$

1,736

 

Net income (loss) per share of Class A common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.24

)

 

 

 

 

 

 

 

 

 

 

 

 

$

0.04

 

Diluted

 

$

(0.24

)

 

 

 

 

 

 

 

 

 

 

 

 

$

0.04

 

Weighted average shares of Class A common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

42,351,043

 

 

 

 

 

 

 

 

 

3,736,252

 

(l)

 

46,087,295

 

Diluted

 

42,351,043

 

 

 

 

 

 

 

 

 

3,866,663

 

(l)

 

46,217,706

 

 

8


 

Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet and Statement of Operations

as of and for the Nine Months Ended September 30, 2018

 


(a)       Reflects adjustments to interest expense related to the reduction of indebtedness under Focus LLC’s credit facilities, reduction in the assumed interest rate to 4.75%, the increase in Focus LLC’s first lien revolving credit facility and amortization of debt financing costs in connection with the amendment to Focus LLC’s credit facilities in connection with the IPO and Reorganization Transactions.

 

(b)       To record an income tax benefit related to the IPO and Reorganization Transactions adjustments in (a) and an adjustment to reflect the impact to income tax benefit giving effect to the IPO and Reorganization Transactions as if they occurred on January 1, 2018.

 

(c)       Represents the preliminary purchase price allocation including deferred taxes related to the Merger.

 

Consideration:

 

 

 

Cash due at closing

 

$

95,855

 

Cash due subsequent to closing at net present value and estimated working capital adjustment

 

24,609

 

Fair market value of Class A common stock issued

 

112,461

 

Fair market value of estimated contingent consideration

 

6,000

 

Total consideration

 

$

238,925

 

Allocation of purchase price:

 

 

 

Total tangible assets

 

$

17,746

 

Total liabilities assumed

 

(36,879

)

Customer relationships

 

95,600

 

Management contract

 

7,700

 

Goodwill

 

154,758

 

Total allocated consideration

 

$

238,925

 

 

(d)       Represents adjustments to eliminate assets and liabilities not acquired or assumed in the Merger and to eliminate Loring Ward’s equity.

 

(e)       Reclassifications to conform to the Company’s presentation.

 

(f)        To record management fees pursuant to the amended management agreement entered into with certain selling principals of Loring Ward and adjust the principals’ historical compensation.

 

(g)       To record transaction expenses, prepaid insurance and insurance expense related to the Merger.

 

(h)       To record additional amortization expense related to the intangibles acquired in connection with the Merger and to eliminate Loring Ward’s historical amortization expense.

 

(i)        To eliminate Loring Ward’s interest expense, as the outstanding debt of Loring Ward was repaid at the closing of the Merger.

 

(j)        To record additional tax expense and deferred taxes resulting from the Merger. Deferred tax liabilities of approximately $27,891 were recorded as an increase to goodwill in connection with the Merger.

 

(k)       To adjust non-controlling interest for the effect of the proforma adjustments related to the IPO and Reorganization Transactions and the 3,736,252 shares of Class A common stock issued in connection with the Merger and related issuance of Focus LLC units and the effect of the proforma adjustments related to the Merger.

 

(l)        To adjust weighted average shares of Class A common stock outstanding- Basic for 3,736,252 shares of Class A common stock issued in connection with the Merger. To adjust weighted average shares of Class A common stock outstanding Diluted for 3,736,252 shares of Class A common stock issued in connection with the Merger, and incremental shares of 89,378 related to stock options and incremental shares of 41,033 related to unvested Class A Common Stock, the effect of which is dilutive.

 

9