Monthly Archives: February 2020

Klondike Gold Sells BC Properties to Ximen Mining

VANCOUVER, BC / ACCESSWIRE / February 20, 2020 / Klondike Gold Corp. (TSXV:KG)(FRA:LBDP)(OTC:KDKGF) ("Klondike Gold" or the "Company") announces that it has entered into a Property Purchase Agreement (the "Agreement") dated February 14, 2020 with Ximen Mining Corp. ("Ximen"), whereby Klondike Gold will sell to Ximen all of its British Columbia gold properties totalling 98 mineral claims covering 4,171 hectares and one Crown Granted mineral claim of 8.7 hectares located in the southeastern part of the province. The Agreement covers four properties, namely Ron Gold (Nelson), Clubine, Hughes, and Quartz Mountain.

The terms for the Agreement are as follows:

Payment of $100,000 in cash,
Payment of 1,000,000 Ximen common shares and 1,000,000 Ximen warrants to purchase 1,000,000 common shares of Ximen at $0.45 per share for a period of 24 months from the date of issuance.

Completion of the sale of the BC properties is subject to the satisfaction of a number of conditions, including approval from the TSX Venture Exchange.

Peter Tallman, President and CEO of Klondike states "Klondike has divested its interests in southeastern British Columbia in return for a meaningful share position in Ximen Mining Corp. This strategy allows Klondike Gold shareholders leverage to a combined portfolio of highly prospective British Columbia gold properties and including centralized, permitted gold mill while keeping the Company's financial and exploration focus on its core Yukon assets. We welcome Ximen Mining as our partner in realizing value from these properties for both our Companies".

ABOUT KLONDIKE GOLD CORP.

Klondike Gold Corp. is a Vancouver based gold exploration company advancing its 100%-owned Klondike District Gold Project located at Dawson City, Yukon Territory, one of the top mining jurisdictions in the world. The Klondike District Gold Project targets gold associated with district scale orogenic faults along the 55-kilometer length of the famous Klondike Goldfields placer district. To date, multi-kilometer gold mineralization has been identified at both the Lone Star Zone and Stander Zone, among other targets. The Company is focused on exploration and development of its 586 square kilometer property accessible by scheduled airline and government-maintained roads located on the outskirts of Dawson City, YT within the Tr'ondëk Hwëch'in First Nation traditional territory.

ON BEHALF OF KLONDIKE GOLD CORP.

"Peter Tallman"

President and CEO
(604) 609-6138
E-mail: info@klondikegoldcorp.com
Website: www.klondikegoldcorp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Disclaimer for Forward-Looking Information

"This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Klondike in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Klondike's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.

Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. Klondike disclaims any obligation to update or revise any forward-looking information or statements except as may be required."

SOURCE: Klondike Gold Corp.

ReleaseID: 577101

New Taipei City Pastry Competition 2020 Offering US$20,000 in Prizes

TAIPEI, TAIWAN / ACCESSWIRE / February 20, 2020 / The New Taipei City Pastry Competition 2020 is slated to be grandly held by the Vocational Training Center, Labor Affairs Department, New Taipei City Government at Sanchong Arenas & Stadiums on March 21.

(M) Mr. Chen, Jui-Chia (Commissioner, Labor Affairs Department, New Taipei City Government)

(R) Ms. Pei, Chih-Wei (The bakery world champion)

The first interschool warm-up exchange match has ended with great applause, and the second match is slated to be held at the Affiliated Taichung Senior Agricultural Vocational High School of National Chung Hsing University on March 7.

(L) Mr. Kuo, Ching-Chi (Director, Vocational Training Center, Labor Affairs Department, New Taipei City Government)

There will be two competitions for the match, namely, cream cake decorations and jelly art. To cope with the coronavirus (COVID-19) outbreak, the organizer has fully prepared all kinds of preventive measures, such as screening temperatures using thermometer guns, as well as offering surgical masks and alcohol hand disinfectants. It's goal is to ensure a safe and comfortable match.

The two interschool exchange matches are a warm-up for the New Taipei City Pastry Competition 2020, which will be held on March 21. From the first exchange match, all participants not only obtained plenty of valuable guidance from their judging teachers, which will certainly impact on the participants positively, but they have also greatly benefited from gaining practical experiences shared with each other from different schools.

The New Taipei City Pastry Competition 2020 will arrange a variety of competitive items, such as fondant cakes, butter cake decorations, plated desserts, jelly art, sugar art, almond paste art of which plated desserts, jelly art, and almond paste art are the newly included items.

There are three categories contestants can sign up for in this competition-the high school category, which includes the vocational schools; the college category, and the society category.

The total prize is US$20,000. The registration deadline is March 9 (Monday). Interested participants shall not miss this opportunity.

On the competition day, in addition to the excitement arising from the competitive events, there will be many more thrilling occasions as well, such as elegant dessert art pieces for appreciation and photographing, remarkable performances given by bakery masters, free DIY cake popsicles, jelly art teachings, and chances of winning a sparkling water maker by a Facebook check-in. You just need to take a snapshot that you think is the most eye-catching, and upload it to the fan club of the New Taipei City Labor Affairs Department. You will have a chance of winning a prize to take back with you.

For more info, please surf the following website: http://www.ntpc-cakecompetition.com/

Media Contact

Company Name:Moderndesign
Person: Cheng Kai-Yuan
Kevin_113012@yahoo.com.tw
Website:http://moderndesign.com.tw/

SOURCE: Moderndesign

ReleaseID: 577131

EnerDynamic Announces JV with Antebe Abebrese Company (Ghana) to Build 15,000 Homes in Ghana

NIAGARA FALLS, ON / ACCESSWIRE / February 20, 2020 / EnerDynamic Hybrid Technologies Corp. (TSXV:EHT) ("EHT") is pleased to announce it has signed a joint venture (the "JV") with Ghanaian company Antebe Abebrese Company Limited ("AAC") to build 15,000 ENERTEC homes across 10 regions of Ghana over the next 6 years. EHT will supply its ENERTEC system of material and solar expertise with ACC supplying the design, engineering and construction of the houses. EHT will own 65% of the JV with ACC owning 35%.

The JV has completed the site plan for the first site of 500 homes in the Kumasi region of Ghana. The site has already been approved by the Government of Ghana so civil work will be able to start in the next 90 days. For the first site, the JV plans to include 2-&3-bedroom ENERTEC housing units. A 2-bedroom unit will sell for US$37,300 and a 3-bedroom for US$44,200. The JV currently estimates a net margin of 10% (approx. US$3,730 & US$4,420 per each 2-&3-bedroom unit, respectively) and will provide future updates as the project progresses.

The project is part of the Government of Ghana's Building of Social Green Housing initiative that is at the forefront of the Government's Housing program, which oversees these priority governmental infrastructure projects.

Anthony Abebrese, CEO of AAC, remarked that "This JV agreement for Antebe Abebrese Company represents a perfect storm, addressing the Ghana government's housing deficit with affordable prefabricated modular homes and taking advantage of Africa being one of the sunniest continents in the world, with 85 percent of African land receiving more than 2,000 kilowatt-hours of solar energy per square meter per year. This ensures Ghanaians through this JV will have access to renewable energy, which ticks a few key boxes for us, including ecological and sustainability. Mr. Abebrese went on to say, "The entire world is becoming aware that solar is a key answer to the world's energy needs and society is now leaning towards it with huge expectations; Ghanaian citizens have a right to have roofs over their heads and access to electricity. We chose EHT for their superior products over other material suppliers."

John Gamble, CEO of EHT, commented that "We have been in discussions over the last months and met with AAC on our last visit to Ghana and are very pleased that AAC has chosen EHT as their partner in this project and this, along with our other ongoing Ghanaian projects, clearly shows that our materials and our Ghana initiative is paying off."

About EnerDynamic Hybrid Technologies

EHT delivers proprietary, turn-key energy solutions which are intelligent, bankable and sustainable.  EHT's expertise includes the development of its ENERTEC module structures with full integration of smart energy solutions. Using a proprietary skin and foam core that is stronger than traditional wood or steel structural insulated panels, EHT provides exceptional thermal energy efficiency in modular homes, cold storage facilities, residential/commercial out buildings and emergency/temporary shelters. EHT works with its partners worldwide to erect the buildings on-site utilizing EHT staff and local crews. In addition to traditional support to established electrical networks, ENERTEC buildings excel where no electrical grid exists.

About ENERTEC

The EHT advanced ENERTEC Modular Wall and Roof System uses a proprietary skin and foam core that is stronger and more energy efficient than traditional wood or steel structures providing the highest ratings for energy efficiency. EHT works with its partners worldwide to erect the buildings on-site utilizing EHT staff and local crews. After installation, each structure can be furnished and finished to meet the customer's requirements including siding, tile, kitchens and bathrooms or segregated commercial rooms. The finished wall product can be shipped on pallets and delivered via rail, truck or water in standard formats.

At the core of the ENERTEC product line is the ENERTEC Embedded Solar Roof Module. Solar cells can be embedded in a proprietary fireproof skin resulting in substantial cost savings by eliminating heavy glass panels and aluminum racking required for traditional solar panels. Two barriers to greater adoption of solar energy are weight limitations of the roof on which solar panels could be deployed and onerous shipping and labour costs. A lighter product at a better price point will open a larger market for solar due to the faster return of capital investment especially for rural and remote users looking to go off-grid. Furthermore, the entire EHT embedded solar roof becomes a massive solar panel capable of producing significantly more energy than the home requires, allowing the structure to then become an important source of power for the local micro grid or large battery storage systems.

About Antebe Abebrese Company Limited

Antebe Abebrese Company (AAC) is not your ordinary construction company.

AAC is a multi-national organization engaged, among many other things, in the construction business. Our expertise in block manufacturing, estimating, construction, pre-construction services and project management ensures that our customers receive a quality product at a fair price and in a reasonable time frame.

Our clients are at the core of our business and everything is focused on doing the best for them. From the outset, we'll make complex issues clear and take away the hassle so they can enjoy the design and construction process at arm's length.

Please see our website: www.antebe-abebrese.com

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The statements herein that are not historical facts are forward‐looking statements. Forward-looking information relating to sales of the products (the "Opportunities") involves risk, uncertainties and other factors that could cause actual events, results, performance, prospects, for the Opportunities to differ materially from those expressed or implied by such forward-looking information. Although EHT believes that the assumptions used in preparing the forward-looking information on the Opportunities outlined in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. EHT disclaims any intention or obligation to update or revise any forward-looking information, whether a result of new information, future events or otherwise, other than as required by applicable securities laws.

FOR FURTHER INFORMATION PLEASE CONTACT:

John Gamble
Director
(289) 488-1699
jgamble@ehthybrid.com
info@ehthybrid.com
Website: www.ehthybrid.com

SOURCE: EnerDynamic Hybrid Technologies Corp.

ReleaseID: 577075

Focus Financial Partners Reports Fourth Quarter and Full Year 2019 Results

Excellent Performance Across Key Metrics
Reinforces 2025 Strategy and Targets

NEW YORK, NY / ACCESSWIRE / February 20, 2020 / 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 fourth quarter and full year ended December 31, 2019.

Fourth Quarter 2019 Highlights

Total revenues of $340.2 million, 37.5% growth year over year
Organic revenue growth(1) rate of 25.2% year over year
GAAP net loss of $12.7 million
GAAP basic and diluted net loss per share of $0.25
Adjusted Net Income(2) of $56.0 million, 52.3% growth year over year
Adjusted Net Income Per Share(2) of $0.75, 47.1% growth year over year
Net Leverage Ratio(3) of 4.00x, 0.27x decline from 2019 third quarter

Full Year 2019 Highlights

Total revenues of $1.22 billion, 33.8% growth year over year
Organic revenue growth(1) rate of 15.1% year over year
GAAP net loss of $12.0 million
GAAP basic and diluted net loss per share of $0.28
Adjusted Net Income(2) of $178.6 million, 42.5% growth year over year
Adjusted Net Income Per Share(2) of $2.38, 36.8% growth year over year
Re-affirming annual growth targets of 20% for revenues and Adjusted Net Income Per Share(2)
Re-affirming Net Leverage Ratio(3) target range of 3.5x – 4.5x

Please see footnote 2 under "How We Evaluate Our Business" later in this press release.
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.
Please see footnote 6 under "How We Evaluate Our Business" later in this press release.

"2019 was an excellent year for Focus and demonstrated the growth trajectory of our business," said Rudy Adolf, Founder, CEO and Chairman. "We achieved a 25% organic growth rate in the fourth quarter, reflecting strong performance by our partner portfolio. We are operating at a leading scale for this industry, with over $1.2 billion in revenues, 64 partner firms, and a long track record of value add and successful acquisitions. We are confident in the forward potential of our business as we advance towards our 2025 objectives. We believe that our unique model of entrepreneurship combined with access to value-added services and permanent capital will continue to make us the partner of choice, in turn creating superior value for shareholders."

"Our 2019 fourth quarter results were excellent, capping a strong year of growth and profitability for our business," said Jim Shanahan, Chief Financial Officer. "We grew our top and bottom line at levels that are well above typical rates in the wealth management industry and also delivered robust Adjusted Net Income and Adjusted Net Income Per Share growth. We further diversified our revenue stream, substantially increased our net cash provided by operating activities and Cash Flow Available for Capital Allocation and reduced our Net Leverage Ratio to 4.00x. Our partners delivered strong growth and enhanced client services, reflecting the benefits of access to our scale and resources. We have great momentum as we begin 2020 and are well positioned to deliver substantial value to our partners and shareholders alike."

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.

Fourth Quarter 2019 Financial Highlights

Total revenues were $340.2 million, 37.5%, or $92.7 million higher than the fourth quarter of the prior year. The primary driver of this increase was organic revenue growth, inclusive of mergers, from our existing partner firms of approximately $62.3 million. The balance of the increase of $30.4 million was due to revenue from new partner firms acquired over the twelve months ended December 31, 2019. We completed several landmark transactions last year, including Williams Jones, Escala Partners, and Altman, Greenfield & Selvaggi, which drove substantial growth in our revenues and profitability.

An estimated 70.5%, or $240.0 million, of total revenues were correlated to the financial markets, of which approximately 70.2%, or $168.6 million, were generated from advance billings. The remaining 29.5%, or $100.2 million, were not correlated to the markets. These revenues typically consist of fixed fees for investment management, tax advice and family office type services, primarily for high and ultra-high net worth clients. In excess of 95% of total revenues were fee-based and recurring.

Year-over-year organic revenue growth(1) was 25.2%, higher than the 10.7% for the prior year quarter. The positive change reflects strong organic growth by our partner firms over the last twelve months, inclusive of the Loring Ward acquisition which was completed during the fourth quarter of 2018.

Adjusted EBITDA(2) was $83.0 million, 53.1% higher than the prior year period and our Adjusted EBITDA margin(3) was 24.4%. The sequential margin increase from the 2019 third quarter was primarily driven by higher revenues related to family office type services, as well as effective expense management.

GAAP net loss was $12.7 million compared to GAAP net income of $17.5 million in the prior year quarter. Adjusted Net Income(2) was $56.0 million, an increase of 52.3%, or $19.2 million over the prior year quarter. Adjusted Net Income Per Share(2) was $0.75 per share, $0.24, or 47.1%, higher year-over-year, reflecting our strong organic growth and acquisition momentum in the last twelve months.

Full Year 2019 Financial Highlights

Total revenues were $1.22 billion, 33.8%, or $307.5 million higher than the prior year. The primary driver of this increase was revenue growth from our existing partner firms of approximately $222.5 million. The majority of this growth was driven by organic growth, inclusive of mergers, generated by our partner firms in the last twelve months, as well as a full period of revenue recognized during 2019 for partner firms that were acquired during 2018. The balance of the increase of $85.0 million was due to revenue from new partner firms acquired during 2019.

Organic revenue growth(1) for 2019 was 15.1%, a two percentage point increase from 13.0% in the prior year.

Adjusted EBITDA(2) was $269.8 million, up 32.7% year over year and Adjusted EBITDA margin(3) was 22.1% for the full year.

GAAP net loss was $12.0 million compared to a GAAP net loss of $41.1 million in the prior year. Adjusted Net Income(2) was $178.6 million, an increase of 42.5%, or $53.2 million over the prior year. Adjusted Net Income Per Share(2) was $2.38 per share, $0.64 or 36.8%, higher year-over-year, reflecting our strong organic growth and acquisition momentum over the past year as well as the elimination of interest expense associated with our $207.0 million Second Lien Term Loan which was repaid in July 2018.

Please see footnote 2 under "How We Evaluate Our Business" later in this press release.
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.
Calculated as Adjusted EBITDA divided by Revenues.

Balance Sheet and Liquidity

As of December 31, 2019, cash and cash equivalents were $65.2 million and debt outstanding under the Company's credit facilities was approximately $1.28 billion.

Of the total debt outstanding as of December 31, 2019, approximately $1.14 billion were borrowings under our First Lien Term Loan ("Term Loan") and $140.0 million were borrowings under our First Lien Revolver ("Revolver"). Our Net Leverage Ratio(1) at December 31, 2019 was 4.00x, within our target range of 3.5x to 4.5x.

Our net cash provided by operating activities for the full year 2019 increased to $194.8 million from $105.9 million for the full year 2018. Our Cash Flow Available for Capital Allocation(2) for the full year 2019 increased 55.2% to $163.5 million from $105.3 million for full year 2018. These increases reflect the growth of existing partner firms and the addition of new partner firms during the year.

On January 27, 2020, we successfully repriced the interest rate applicable to the Term Loan. In an oversubscribed transaction, the interest rate was reduced from LIBOR +2.50% to LIBOR + 2.00%. There were no changes to any of the terms of the Revolver as a result of this repricing, and the size of the Term Loan was not increased.

Please see footnote 6 under "How We Evaluate Our Business" later in this press release.
Non-GAAP financial measure. See ‘‘Reconciliation of Non-GAAP Financial Measures-Cash Flow Available for Capital Allocation" later in this press release.

Teleconference, Webcast and Presentation Information

Founder, CEO and Chairman, Rudy Adolf, and Chief Financial Officer, Jim Shanahan, will host a conference call today, February 20, 2020 at 8:30 a.m. Eastern Time to discuss the Company's 2019 fourth quarter and full year results and outlook. The call can be accessed by dialing +1-877-407-0989 (inside the U.S.) or +1-201-389-0921 (outside the U.S.) and entering the passcode 13698868.

A live, listen-only webcast, together with a slide presentation titled "Fourth Quarter & Full Year 2019 Earnings Release Supplement" dated February 20, 2020, 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 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

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 and twelve months ended December 31, 2018 and 2019 include the following:

 

 
Three Months Ended
 
 
Twelve Months Ended
 

 

 
December 31,
 
 
December 31,
 

 

 
2018
 
 
2019
 
 
2018
 
 
2019
 

 

 
(dollars in thousands, except per share data)
 

Revenue Metrics:

 
 
 
 
 
 
 
 
 
 
 
 

Revenues

 
$
247,515
 
 
$
340,231
 
 
$
910,880
 
 
$
1,218,341
 

Revenue growth (1) from prior period

 
 
30.4
%
 
 
37.5
%
 
 
37.4
%
 
 
33.8
%

Organic revenue growth (2) from prior period

 
 
10.7
%
 
 
25.2
%
 
 
13.0
%
 
 
15.1
%

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Management Fees Metrics (operating expense):

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Management fees

 
$
63,357
 
 
$
87,331
 
 
$
232,703
 
 
$
304,701
 

Management fees growth (3) from prior period

 
 
32.8
%
 
 
37.8
%
 
 
42.2
%
 
 
30.9
%

Organic management fees growth (4)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

from prior period

 
 
14.7
%
 
 
22.6
%
 
 
14.3
%
 
 
10.2
%

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Adjusted EBITDA Metrics:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Adjusted EBITDA (5)

 
$
54,210
 
 
$
83,003
 
 
$
203,402
 
 
$
269,834
 

Adjusted EBITDA growth (5) from prior period

 
 
29.1
%
 
 
53.1
%
 
 
40.1
%
 
 
32.7
%

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Adjusted Net Income Metrics:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Adjusted Net Income (5)

 
$
36,749
 
 
$
55,984
 
 
$
125,348
 
 
$
178,578
 

Adjusted Net Income growth (5) from prior period

 
 
56.6
%
 
 
52.3
%
 
 
44.6
%
 
 
42.5
%

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Adjusted Net Income Per Share Metrics:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Adjusted Net Income Per Share (5)

 
$
0.51
 
 
$
0.75
 
 
$
1.74
 
 
$
2.38
 

Adjusted Net Income Per Share growth (5)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

from prior period

 
 
54.5
%
 
 
47.1
%
 
 
43.8
%
 
 
36.8
%

Adjusted Shares Outstanding (5)

 
 
71,677,504
 
 
 
75,072,782
 
 
 
71,960,540
 
 
 
75,039,357
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Other Metrics:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Net Leverage Ratio (6) at period end

 
 
3.33
x
 
 
4.00
x
 
 
3.33
x
 
 
4.00
x

Acquired Base Earnings (7)

 
$

 
 
$

 
 
$
37,750
 
 
$
35,138
 

Number of partner firms at period end (8)

 
 
58
 
 
 
63
 
 
 
58
 
 
 
63
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Represents period-over-period growth in our GAAP revenue.
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.
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 period-over-period 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.
Organic management fees 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.
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."
Net Leverage Ratio represents the First Lien Leverage Ratio (as defined in the Credit Facility), 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).
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.
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.

Unaudited Condensed Consolidated Financial Statements
FOCUS FINANCIAL PARTNERS INC.
Unaudited condensed consolidated statements of operations
(in thousands, except share and per share data)

 

 
For the three months ended
 
 
For the twelve months ended
 

 

 
December 31,
 
 
December 31,
 

 

 
2018
 
 
2019
 
 
2018
 
 
2019
 

REVENUES:

 
 
 
 
 
 
 
 
 
 
 
 

Wealth management fees

 
$
232,147
 
 
$
323,927
 
 
$
853,033
 
 
$
1,149,655
 

Other

 
 
15,368
 
 
 
16,304
 
 
 
57,847
 
 
 
68,686
 

Total revenues

 
 
247,515
 
 
 
340,231
 
 
 
910,880
 
 
 
1,218,341
 

OPERATING EXPENSES:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Compensation and related expenses

 
 
96,080
 
 
 
112,657
 
 
 
358,084
 
 
 
431,465
 

Management fees

 
 
63,357
 
 
 
87,331
 
 
 
232,703
 
 
 
304,701
 

Selling, general and administrative

 
 
48,658
 
 
 
62,253
 
 
 
170,270
 
 
 
232,911
 

Management contract buyout

 
 

 
 
 

 
 
 

 
 
 
1,428
 

Intangible amortization

 
 
24,981
 
 
 
35,858
 
 
 
90,381
 
 
 
130,718
 

Non-cash changes in fair value of estimated

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

contingent consideration

 
 
(22,241
)
 
 
13,101
 
 
 
6,638
 
 
 
38,797
 

Depreciation and other amortization

 
 
2,249
 
 
 
3,140
 
 
 
8,370
 
 
 
10,675
 

Total operating expenses

 
 
213,084
 
 
 
314,340
 
 
 
866,446
 
 
 
1,150,695
 

INCOME FROM OPERATIONS

 
 
34,431
 
 
 
25,891
 
 
 
44,434
 
 
 
67,646
 

OTHER INCOME (EXPENSE):

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Interest income

 
 
457
 
 
 
337
 
 
 
1,266
 
 
 
1,164
 

Interest expense

 
 
(10,968
)
 
 
(15,156
)
 
 
(56,448
)
 
 
(58,291
)

Amortization of debt financing costs

 
 
(782
)
 
 
(969
)
 
 
(3,498
)
 
 
(3,452
)

Gain on sale of investment

 
 

 
 
 

 
 
 
5,509
 
 
 

 

Loss on extinguishment of borrowings

 
 

 
 
 

 
 
 
(21,071
)
 
 

 

Other (expense) income-net

 
 
(2,121
)
 
 
(354
)
 
 
(2,350
)
 
 
(1,049
)

Income from equity method investments

 
 
313
 
 
 
59
 
 
 
521
 
 
 
755
 

Impairment of equity method investment

 
 

 
 
 
(11,749
)
 
 

 
 
 
(11,749
)

Total other expense-net

 
 
(13,101
)
 
 
(27,832
)
 
 
(76,071
)
 
 
(72,622
)

INCOME (LOSS) BEFORE INCOME TAX

 
 
21,330
 
 
 
(1,941
)
 
 
(31,637
)
 
 
(4,976
)

INCOME TAX EXPENSE

 
 
3,783
 
 
 
10,750
 
 
 
9,450
 
 
 
7,049
 

NET INCOME (LOSS)

 
 
17,547
 
 
 
(12,691
)
 
 
(41,087
)
 
 
(12,025
)

Non-controlling interest

 
 
(7,939
)
 
 
692
 
 
 
40,497
 
 
 
(847
)

NET INCOME (LOSS) ATTRIBUTABLE TO

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

COMMON SHAREHOLDERS

 
$
9,608
 
 
$
(11,999
)
 
$
(590
)
 
$
(12,872
)

Income (loss) per share of Class A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

common stock:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Basic

 
$
0.22
 
 
$
(0.25
)
 
$
(0.01
)
 
$
(0.28
)

Diluted

 
$
0.22
 
 
$
(0.25
)
 
$
(0.01
)
 
$
(0.28
)

Weighted average shares of Class A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

common stock outstanding:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Basic

 
 
43,651,256
 
 
 
47,203,578
 
 
 
43,122,782
 
 
 
46,792,389
 

Diluted

 
 
43,714,579
 
 
 
47,203,578
 
 
 
43,122,782
 
 
 
46,792,389
 

FOCUS FINANCIAL PARTNERS INC.
Unaudited condensed consolidated balance sheets
(in thousands, except share and per share data)

 

 
December 31,
 
 
December 31,
 

 

 
2018
 
 
2019
 

ASSETS

 
 
 
 
 
 

Cash and cash equivalents

 
$
33,213
 
 
$
65,178
 

Accounts receivable less allowances of $576 at 2018 and $684 at 2019

 
 
98,596
 
 
 
129,337
 

Prepaid expenses and other assets

 
 
76,150
 
 
 
58,581
 

Fixed assets-net

 
 
24,780
 
 
 
41,634
 

Operating lease assets

 
 

 
 
 
180,114
 

Debt financing costs-net

 
 
12,340
 
 
 
9,645
 

Deferred tax assets-net

 
 
70,009
 
 
 
75,453
 

Goodwill

 
 
860,495
 
 
 
1,090,231
 

Other intangible assets-net

 
 
762,195
 
 
 
1,003,456
 

TOTAL ASSETS

 
$
1,937,778
 
 
$
2,653,629
 

LIABILITIES AND EQUITY

 
 
 
 
 
 
 
 

LIABILITIES

 
 
 
 
 
 
 
 

Accounts payable

 
$
8,935
 
 
$
8,077
 

Accrued expenses

 
 
36,252
 
 
 
41,442
 

Due to affiliates

 
 
39,621
 
 
 
58,600
 

Deferred revenue

 
 
6,215
 
 
 
7,839
 

Other liabilities

 
 
158,497
 
 
 
215,878
 

Operating lease liabilities

 
 

 
 
 
196,425
 

Borrowings under credit facilities (stated value of $838,985 and $1,279,188

 
 
 
 
 
 
 
 

at December 31, 2018 and December 31, 2019, respectively)

 
 
836,582
 
 
 
1,272,999
 

Tax receivable agreements obligations

 
 
39,156
 
 
 
48,399
 

TOTAL LIABILITIES

 
 
1,125,258
 
 
 
1,849,659
 

EQUITY

 
 
 
 
 
 
 
 

Class A common stock, par value $0.01, 500,000,000 shares authorized;

 
 
 
 
 
 
 
 

46,265,903 and 47,421,315 shares issued and outstanding at

 
 
 
 
 
 
 
 

December 31, 2018 and December 31, 2019, respectively

 
 
462
 
 
 
474
 

Class B common stock, par value $0.01, 500,000,000 shares authorized;

 
 
 
 
 
 
 
 

22,823,272 and 22,075,749 shares issued and outstanding at

 
 
 
 
 
 
 
 

December 31, 2018 and December 31, 2019, respectively

 
 
228
 
 
 
221
 

Additional paid-in capital

 
 
471,386
 
 
 
498,186
 

Accumulated deficit

 
 
(590
)
 
 
(13,462
)

Accumulated other comprehensive loss

 
 
(1,824
)
 
 
(1,299
)

Total shareholders' equity

 
 
469,662
 
 
 
484,120
 

Non-controlling interest

 
 
342,858
 
 
 
319,850
 

Total equity

 
 
812,520
 
 
 
803,970
 

TOTAL LIABILITIES AND EQUITY

 
$
1,937,778
 
 
$
2,653,629
 

 

 
 
 
 
 
 
 
 

FOCUS FINANCIAL PARTNERS INC.
Unaudited condensed consolidated statements of cash flows
(in thousands)

 

 
For the twelve months ended
 

 

 
December 31,
 

 

 
2018
 
 
2019
 

CASH FLOWS FROM OPERATING ACTIVITIES:

 
 
 
 
 
 

Net loss

 
$
(41,087
)
 
$
(12,025
)

Adjustments to reconcile net loss to net cash provided by operating

 
 
 
 
 
 
 
 

activities-net of effect of acquisitions:

 
 
 
 
 
 
 
 

Intangible amortization

 
 
90,381
 
 
 
130,718
 

Depreciation and other amortization

 
 
8,370
 
 
 
10,675
 

Amortization of debt financing costs

 
 
3,498
 
 
 
3,452
 

Non-cash equity compensation expense

 
 
44,468
 
 
 
18,329
 

Non-cash changes in fair value of estimated contingent consideration

 
 
6,638
 
 
 
38,797
 

Income from equity method investments

 
 
(521
)
 
 
(755
)

Impairment of equity method investment

 
 

 
 
 
11,749
 

Distributions received from equity method investments

 
 
1,118
 
 
 
751
 

Deferred taxes and other non-cash items

 
 
6,655
 
 
 
3,555
 

Loss on extinguishment of borrowings

 
 
19,001
 
 
 

 

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

 
 
 
 
 
 
 
 

Accounts receivable

 
 
(23,747
)
 
 
(29,562
)

Prepaid expenses and other assets

 
 
(10,401
)
 
 
3,796
 

Accounts payable

 
 
2,341
 
 
 
(1,172
)

Accrued expenses

 
 
4,302
 
 
 
8,276
 

Due to affiliates

 
 
6,706
 
 
 
18,989
 

Other liabilities

 
 
(10,322
)
 
 
(10,487
)

Deferred revenue

 
 
(1,481
)
 
 
(312
)

Net cash provided by operating activities

 
 
105,919
 
 
 
194,774
 

CASH FLOWS FROM INVESTING ACTIVITIES:

 
 
 
 
 
 
 
 

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

 
 
(413,044
)
 
 
(532,513
)

Purchase of fixed assets

 
 
(9,106
)
 
 
(25,472
)

Investment and other

 
 
(24,300
)
 
 
1,530
 

Net cash used in investing activities

 
 
(446,450
)
 
 
(556,455
)

CASH FLOWS FROM FINANCING ACTIVITIES:

 
 
 
 
 
 
 
 

Borrowings under credit facilities

 
 
300,000
 
 
 
969,125
 

Repayments of borrowings under credit facilities

 
 
(461,026
)
 
 
(529,796
)

Proceeds from issuance of common stock, net

 
 
565,160
 
 
 

 

Payments in connection with unit redemption, net

 
 
(61,539
)
 
 

 

Contingent consideration paid

 
 
(12,554
)
 
 
(22,040
)

Payments of debt financing costs

 
 
(4,612
)
 
 
(3,743
)

Proceeds from exercise of stock options

 
 

 
 
 
838
 

Payments on finance lease obligations

 
 
(198
)
 
 
(176
)

Distributions for unitholders

 
 
(2,744
)
 
 
(20,641
)

Net cash provided by financing activities

 
 
322,487
 
 
 
393,567
 

EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS

 
 
(198
)
 
 
79
 

CHANGE IN CASH AND CASH EQUIVALENTS

 
 
(18,242
)
 
 
31,965
 

CASH AND CASH EQUIVALENTS:

 
 
 
 
 
 
 
 

Beginning of period

 
 
51,455
 
 
 
33,213
 

End of period

 
$
33,213
 
 
$
65,178
 

 

 
 
 
 
 
 
 
 

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, 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, impairment of equity method investment, management contract buyout and other one-time transaction expenses. 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.

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 income (loss) to Adjusted EBITDA for the three and twelve months ended December 31, 2018 and 2019:

 

 
Three Months Ended
 
 
Twelve Months Ended
 

 

 
December 31,
 
 
December 31,
 

 

 
2018
 
 
2019
 
 
2018
 
 
2019
 

 

 
(in thousands)
 

Net income (loss)

 
$
17,547
 
 
$
(12,691
)
 
$
(41,087
)
 
$
(12,025
)

Interest income

 
 
(457
)
 
 
(337
)
 
 
(1,266
)
 
 
(1,164
)

Interest expense

 
 
10,968
 
 
 
15,156
 
 
 
56,448
 
 
 
58,291
 

Income tax expense

 
 
3,783
 
 
 
10,750
 
 
 
9,450
 
 
 
7,049
 

Amortization of debt financing costs

 
 
782
 
 
 
969
 
 
 
3,498
 
 
 
3,452
 

Intangible amortization

 
 
24,981
 
 
 
35,858
 
 
 
90,381
 
 
 
130,718
 

Depreciation and other amortization

 
 
2,249
 
 
 
3,140
 
 
 
8,370
 
 
 
10,675
 

Non-cash equity compensation expense

 
 
12,856
 
 
 
4,954
 
 
 
44,468
 
 
 
18,329
 

Non-cash changes in fair value of estimated

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

contingent consideration

 
 
(22,241
)
 
 
13,101
 
 
 
6,638
 
 
 
38,797
 

Gain on sale of investment

 
 

 
 
 

 
 
 
(5,509
)
 
 

 

Loss on extinguishment of borrowings

 
 

 
 
 

 
 
 
21,071
 
 
 

 

Other expense (income), net

 
 
2,121
 
 
 
354
 
 
 
2,350
 
 
 
1,049
 

Impairment of equity method investment

 
 

 
 
 
11,749
 
 
 

 
 
 
11,749
 

Management contract buyout

 
 

 
 
 

 
 
 

 
 
 
1,428
 

Other one-time transaction expenses

 
 
1,621
 
 
 

 
 
 
8,590
 
 
 
1,486
 

Adjusted EBITDA

 
$
54,210
 
 
$
83,003
 
 
$
203,402
 
 
$
269,834
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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, 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, impairment of equity method investment, management contract buyout 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 is calculated by dividing Adjusted Net Income by the Adjusted Shares Outstanding. Adjusted Shares Outstanding 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, and restricted stock units outstanding during the periods, (iii) the weighted average number of Focus LLC common units outstanding during the periods (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).

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;
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.

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

 

 
Three Months Ended
December 31,
 
 
Twelve Months Ended
December 31,
 

 

 
2018
 
 
2019
 
 
2018
 
 
2019
 

 

 
(dollars in thousands, except per share data)
 

Net income (loss)

 
$
17,547
 
 
$
(12,691
)
 
$
(41,087
)
 
$
(12,025
)

Income tax expense

 
 
3,783
 
 
 
10,750
 
 
 
9,450
 
 
 
7,049
 

Amortization of debt financing costs

 
 
782
 
 
 
969
 
 
 
3,498
 
 
 
3,452
 

Intangible amortization

 
 
24,981
 
 
 
35,858
 
 
 
90,381
 
 
 
130,718
 

Non-cash equity compensation expense

 
 
12,856
 
 
 
4,954
 
 
 
44,468
 
 
 
18,329
 

Non-cash changes in fair value of estimated

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

contingent consideration

 
 
(22,241
)
 
 
13,101
 
 
 
6,638
 
 
 
38,797
 

Gain on sale of investment

 
 

 
 
 

 
 
 
(5,509
)
 
 

 

Loss on extinguishment of borrowings

 
 

 
 
 

 
 
 
21,071
 
 
 

 

Impairment of equity method investment

 
 

 
 
 
11,749
 
 
 

 
 
 
11,749
 

Management contract buyout

 
 

 
 
 

 
 
 

 
 
 
1,428
 

Other one-time transaction expenses(1)

 
 
3,994
 
 
 

 
 
 
11,529
 
 
 
1,486
 

Subtotal

 
 
41,702
 
 
 
64,690
 
 
 
140,439
 
 
 
200,983
 

Pro forma income tax expense (27%)

 
 
(11,260
)
 
 
(17,466
)
 
 
(37,919
)
 
 
(54,265
)

Tax Adjustments(2)

 
 
6,307
 
 
 
8,760
 
 
 
22,828
 
 
 
31,860
 

Adjusted Net Income

 
$
36,749
 
 
$
55,984
 
 
$
125,348
 
 
$
178,578
 

Adjusted Shares Outstanding

 
 
71,677,504
 
 
 
75,072,782
 
 
 
71,960,540
 
 
 
75,039,357
 

Adjusted Net Income Per Share

 
$
0.51
 
 
$
0.75
 
 
$
1.74
 
 
$
2.38
 

Calculation of Adjusted Shares Outstanding:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Weighted average shares of Class A common

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

stock outstanding-basic(3)

 
 
43,651,256
 
 
 
47,203,578
 
 
 
43,122,782
 
 
 
46,792,389
 

Adjustments:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Weighted average incremental shares of Class A

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

common stock related to stock options and

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

unvested Class A common stock and restricted

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

stock units(4)

 
 
63,323
 
 
 
34,391
 
 
 
102,549
 
 
 
20,428
 

Weighted average Focus LLC common units

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

outstanding(5)

 
 
22,823,272
 
 
 
22,158,584
 
 
 
22,630,668
 
 
 
22,424,378
 

Weighted average common unit equivalent of

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Focus LLC incentive units outstanding(6)

 
 
5,139,653
 
 
 
5,676,229
 
 
 
6,104,541
 
 
 
5,802,162
 

Adjusted Shares Outstanding

 
 
71,677,504
 
 
 
75,072,782
 
 
 
71,960,540
 
 
 
75,039,357
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

In 2018, primarily relates to one-time expenses related to (a) Loring Ward severance cash compensation of $507 during the three months ended December 31, 2018, which was recorded in compensation and related expenses, and IPO and Reorganization Transaction cash compensation expenses of $5,926 during the three months ended September 30, 2018, which were recorded in compensation and related expenses, (b) transaction expenses of $1,762, which were recorded in selling, general and administrative expenses, associated with the acquisition of Loring Ward, of which $1,114 were incurred during the three months ended December 31, 2018 and $648 were incurred during the three months ended September 30, 2018 and (c) other expenses, net of $2,373 during the three months ended December 31, 2018, which were recorded in other (expense) income net, primarily related to the loss on sale of a tax customer list and related receivables. In 2019, relates to one-time expenses related to (a) Loring Ward severance cash compensation of $280 during the three months ended March 31, 2019, which were recorded in compensation and related expenses and (b) transaction expenses of $786 and $420, associated with the acquisition of Loring Ward, which were recorded in selling, general and administrative expenses during the three months ended March 31, 2019 and June 30, 2019, respectively.
As of December 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 $35,017.
Represents our GAAP weighted average Class A common stock outstanding-basic.
The incremental shares for the twelve months ended December 31, 2018 and for the three and twelve months ended December 31, 2019 related to stock options, unvested Class A common stock and restricted stock units 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.
Assumes that 100% of the Focus LLC common units were exchanged for Class A common stock.
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.

Adjusted Free Cash Flow and Cash Flow Available for Capital Allocation

To supplement our statements of cash flows presented on a GAAP basis, we use non-GAAP liquidity measures on a trailing 4-quarter basis to analyze cash flows generated from our operations. We consider Adjusted Free Cash Flow and Cash Flow Available for Capital Allocation to be liquidity measures that provide useful information to investors about the amount of cash generated by the business and are two factors in evaluating the amount of cash available to pay contingent consideration, make strategic acquisitions and repay outstanding borrowings. Adjusted Free Cash Flow and Cash Flow Available for Capital Allocation do not represent our residual cash flow available for discretionary expenditures as they do not deduct our mandatory debt service requirements and other non-discretionary expenditures. We define Adjusted Free Cash Flow as net cash provided by operating activities, less purchase of fixed assets, distributions for unitholders and payments under tax receivable agreements (if any). We define Cash Flow Available for Capital Allocation as Adjusted Free Cash Flow plus the portion of contingent consideration paid which is classified as operating cash flows under GAAP. The balance of such contingent consideration is classified as investing and financing cash flows under GAAP; therefore, we add back the amount included in operating cash flows so that the full amount of contingent consideration payments is treated consistently. Adjusted Free Cash Flow and Cash Flow Available for Capital Allocation are not defined under GAAP and should not be considered as alternatives to net cash from operating, investing or financing activities. In addition, Adjusted Free Cash Flow and Cash Flow Available for Capital Allocation can differ significantly from company to company.

Set forth below is a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow and Cash Flow Available for Capital Allocation for the trailing 4-quarters ended December 31, 2018 and 2019:

 

 
Trailing 4-Quarters Ended
 

 

 
December 31,
 

 

 
2018
 
 
2019
 

 

 
(in thousands)
 

Net cash provided by operating activities

 
$
105,919
 
 
$
194,774
 

Purchase of fixed assets

 
 
(9,106
)
 
 
(25,472
)

Distributions for unitholders

 
 
(2,744
)
 
 
(20,641
)

Payments under tax receivable agreements

 
 

 
 
 

 

Adjusted Free Cash Flow

 
$
94,069
 
 
$
148,661
 

Portion of contingent consideration paid included in operating activities (1)

 
 
11,262
 
 
 
14,822
 

Cash Flow Available for Capital Allocation (2)

 
$
105,331
 
 
$
163,483
 

 

 
 
 
 
 
 
 
 

A portion of contingent consideration paid is classified as operating cash outflows in accordance with GAAP, with the balance reflected in investing and financing cash outflows. Contingent consideration paid classified as operating cash outflows for each of the trailing 4-quarters ended December 31, 2018 was $1.5 million, $1.6 million, $4.6 million and $3.6 million, respectively, totaling $11.3 million for the trailing 4-quarters ended December 31, 2018. Contingent consideration paid classified as operating cash outflows for each of the trailing 4-quarters ended December 31, 2019 was $9.2 million, $4.0 million, $0.8 million and $0.8 million, respectively, totaling $14.8 million for the trailing 4-quarters ended December 31, 2019.
Cash Flow Available for Capital Allocation excludes all contingent consideration that was included in either operating, investing or financing activities of our consolidated statements of cash flows.

Supplemental Information

Economic Ownership

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

 

 
December 31, 2019
 

Economic Ownership of Focus Financial Partners, LLC Interests:

 
Interest
 
 
%
 

Focus Financial Partners Inc. (1)

 
 
47,421,315
 
 
 
63.0
%

Non-Controlling Interests (2)

 
 
27,807,744
 
 
 
37.0
%

Total

 
 
75,229,059
 
 
 
100.0
%

 

 
 
 
 
 
 
 
 

Includes 53,293 unvested common units.
Includes 5,731,995 Focus LLC common units issuable upon conversion of the outstanding 19,754,450 vested and unvested incentive units (assuming vesting of the unvested incentive units and a December 31, 2019 period end value of the Focus LLC common units equal to $29.47).

Class A and Class B Common Stock Outstanding

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

 

 
Q4 2019 Weighted
Average Outstanding
 
 
Number of Shares
Outstanding at
December 31, 2019
 
 
Number of Shares
Outstanding at
February 20, 2020
 

Class A

 
 
47,203,578
 
 
 
47,421,315
 
 
 
47,421,315
 

Class B

 
 
22,158,584
 
 
 
22,075,749
 
 
 
22,075,749
 

Incentive Units

The following table provides supplemental information regarding the outstanding Focus LLC vested and unvested Incentive Units ("IUs") at December 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 Focus LLC IUs in order to calculate a Focus LLC common unit equivalent of the Focus LLC IUs.

 

 
 
 
 
 
 

Focus Financial Partners, LLC Incentive Units by Hurdle at December 31, 2019:

 

 
 
 
 
 
 

Hurdle
Rates

Number
Outstanding

 
 
 
 

$1.42

175,421

 
 
 
 

$5.50

97,798

 
 
 
 

$6.00

56,702

 
 
 
 

$7.00

482,545

 
 
 
 

$9.00

1,984,779

 
 
 
 

$11.00

1,148,023

 
 
 
 

$12.00

520,000

 
 
 
 

$13.00

831,416

 
 
 
 

$14.00

56,205

 
 
 
 

$16.00

168,552

 
 
 
 

$17.00

80,000

 
 
 
 

$19.00

865,633

 
 
 
 

$21.00

3,975,500

 
 
 
 

$22.00

1,289,667

 
 
 
 

$23.00

524,828

 
 
 
 

$26.26

25,000

 
 
 
 

$27.00

29,484

 
 
 
 

$27.90

2,051,131

 
 
 
 

$28.50

1,646,766

 
 
 
 

$33.00

3,715,000

 
 
 
 

$36.64

30,000

 
 
 
 

 

19,754,450

 

 

 
 

 

 

SOURCE: Focus Financial Partners Inc.

ReleaseID: 577046

IAMGOLD Corp. to Host Earnings Call

NEW YORK, NY / ACCESSWIRE / February 20, 2020 / IAMGOLD Corp. (NYSE:IAG) will be discussing their earnings results in their 2019 Fourth Quarter Earnings call to be held on February 20, 2020 at 8:30 AM Eastern Time.

To listen to the event live or access a replay of the call – visit https://www.investornetwork.com/event/presentation/58434

To receive updates for this company you can register by emailing info@investornetwork.com or by clicking get investment info from the company's profile.

About Investor Network

Investor Network (IN) is a financial content community, serving millions of unique investors market information, earnings, commentary and news on the what's trending. Dedicated to both the professional and the average traders, IN offers timely, trusted and relevant financial information for virtually every investor. IN is an Issuer Direct brand, to learn more or for the latest financial news and market information, visit www.investornetwork.com. Follow us on Twitter @investornetwork.

SOURCE: Investor Network

ReleaseID: 577036

Gildan Activewear, Inc. to Host Earnings Call

NEW YORK, NY / ACCESSWIRE / February 20, 2020 / Gildan Activewear, Inc. (NYSE:GIL) will be discussing their earnings results in their 2019 Fourth Quarter Earnings call to be held on February 20, 2020 at 8:30 AM Eastern Time.

To listen to the event live or access a replay of the call – visit https://www.investornetwork.com/event/presentation/58963

To receive updates for this company you can register by emailing info@investornetwork.com or by clicking get investment info from the company's profile.

About Investor Network

Investor Network (IN) is a financial content community, serving millions of unique investors market information, earnings, commentary and news on the what's trending. Dedicated to both the professional and the average traders, IN offers timely, trusted and relevant financial information for virtually every investor. IN is an Issuer Direct brand, to learn more or for the latest financial news and market information, visit www.investornetwork.com. Follow us on Twitter @investornetwork.

SOURCE: Investor Network

ReleaseID: 577064

Focus Financial Partners, Inc. Class A

NEW YORK, NY / ACCESSWIRE / February 20, 2020 / Focus Financial Partners, Inc. Class A (NASDAQ:FOCS) will be discussing their earnings results in their 2019 Fourth Quarter Earnings call to be held on February 20, 2020 at 8:30 AM Eastern Time.

To listen to the event live or access a replay of the call – visit https://www.investornetwork.com/event/presentation/59191

To receive updates for this company you can register by emailing info@investornetwork.com or by clicking get investment info from the company's profile.

About Investor Network

Investor Network (IN) is a financial content community, serving millions of unique investors market information, earnings, commentary and news on the what's trending. Dedicated to both the professional and the average traders, IN offers timely, trusted and relevant financial information for virtually every investor. IN is an Issuer Direct brand, to learn more or for the latest financial news and market information, visit www.investornetwork.com. Follow us on Twitter @investornetwork.

SOURCE: Investor Network

ReleaseID: 577062

Accounts Payable Automation & Approval App Works with Quickbooks Online

Centsoft Accounts Payable Automation and Approval Workflow Cloud Software integrates with Quickbooks Online with just a few clicks. Business owners appreciate the ease of integration.

CHICAGO, IL / ACCESSWIRE / February 20, 2020 / Centsoft has announced that their AP Automation cloud software with mobile approval workflows integrates with Quickbooks Online very quickly – with just a few clicks.

Quickbooks Online is one of the world's leading accounting packages for small and medium sized businesses. Having a seamless integration experience is important for companies that do not have the time or money to deal with complex integration procedures.

Centsoft has a fully transparent integration with QuickBooks Online. All the accounts payable work with supplier invoices is done within Centsoft. In addition to the invoices being posted to the correct account, project and cost center, users can also see the invoice image in both Centsoft and QuickBooks.

"Centsoft integrates with Quickbooks and everything you do in Centsoft is seamlessly updated," said Michael Cichy, Centsoft, "Centsoft automatically records important settings including the vendor register, vendor accounts, and currency. We find that customers love the integration experience they have with Centsoft and Quickbooks Online. No one needs more complexity added to their workday."

Centsoft has built-in invoice scanning software. Quickbooks users scan paper invoices directly into Centsoft, or send electronic PDF invoices directly to the intuitive Centsoft dashboard. Invoice data is captured and the data is recorded in Centsoft. That means manual data entry is reduced and there is time for more valuable tasks.

Centsoft users create dynamic approval workflows and submit vendor invoices for approval to one or several people at once, allowing anyone on the team to approve invoices on any device 24/7.

AI software proactively suggests the best way to record and process invoices for fast and easy approval, or if an adjustment is required. The powerful search engine allows for easy access to historical data and a wide range of insightful reports.

For more information about Centsoft and the Quickbooks Online Integration, visit https://centsoftautomation.com/how-it-works/

About Centsoft

Centsoft, a subsidiary of Palette Software, offers robust and cloud-based software to streamline all of the steps in the accounts payable process. Centsoft's AI learns and proactively suggests the best way to record and process invoices for fast and easy approval. Centsoft is a leading provider of SaaS solutions that automates the management of incoming invoices for over 3,000 companies. Centsoft easily integrates with Quickbooks Desktop and Quickbooks Online.

https://centsoftautomation.com

For more information regarding Centsoft contact:

Michael Cichy
Centsoft
Phone: 508-341-8101
Email: michael.cichy@palettesoftware.com

Contact Info:

Name: Michael Cichy
Email: Send Email
Organization: Centsoft
Address: 330 North Wabash Ave. 23rd Floor, Chicago, Illinois 60611, United States
Phone: +1-508-341-8101
Website: https://centsoftautomation.com

SOURCE: Centsoft

ReleaseID: 577127

R1 RCM, Inc. to Host Earnings Call

NEW YORK, NY / ACCESSWIRE / February 20, 2020 / R1 RCM, Inc. (NASDAQ:RCM) will be discussing their earnings results in their 2019 Fourth Quarter Earnings call to be held on February 20, 2020 at 8:00 AM Eastern Time.

To listen to the event live or access a replay of the call – visit https://www.investornetwork.com/event/presentation/59006

To receive updates for this company you can register by emailing info@investornetwork.com or by clicking get investment info from the company's profile.

About Investor Network

Investor Network (IN) is a financial content community, serving millions of unique investors market information, earnings, commentary and news on the what's trending. Dedicated to both the professional and the average traders, IN offers timely, trusted and relevant financial information for virtually every investor. IN is an Issuer Direct brand, to learn more or for the latest financial news and market information, visit www.investornetwork.com. Follow us on Twitter @investornetwork.

SOURCE: Investor Network

ReleaseID: 577019

The Dixie Group 2019 Earnings Release and Conference Call

DALTON, GA / ACCESSWIRE / February 20, 2020 / You are invited to participate in a conference call with the management of THE DIXIE GROUP, INC (NASDAQ:DXYN) regarding results for 2019 Earnings Release on Thursday, March 5th, 2020 at 11:00 a.m. Eastern Time.

To participate in the conference call scheduled for
Thursday, March 5, 2020 at 11:00 a.m. ET, dial in information as follows:
877-407-0989
Conference ID No. 13698022

To listen only to the call, an Internet simulcast and replay of Dixie's conference call may be accessed with appropriate software on the Investor Relations page of the Company's website, www.dixiegroup.com/investor/.

An online replay of the call will be available approximately two hours following the conclusion of the live broadcast and will continue for 7 days. A link to these events will be available on the Investor Relations page of the Company's website: www.dixiegroup.com/investor/.

About The Dixie Group

The Dixie Group (www.thedixiegroup.com) is a leading marketer and manufacturer of carpet and rugs to higher-end residential and commercial customers through the Fabrica International, Masland Carpets, Dixie Home, Atlas | Masland Contract, and Dixie International brands.

CONTACT: Allen Danzey
Chief Financial Officer
706-876-5865
allen.danzey@dixiegroup.com

SOURCE: The Dixie Group

ReleaseID: 577045