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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 18, 2024
AssetMark Financial Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-38980 30-0774039
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1655 Grant Street, 10th Floor
Concord, California
94520
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 521-2200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
Common stock, $0.001 par value   AMK   The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On July 18, 2024, AssetMark Financial Holdings, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.



Item 2.02    Results of Operations and Financial Condition.
The information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
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Item 9.01    Financial Statements and Exhibits.
(d) – Exhibits
Exhibit
Number
Description of Exhibit
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AssetMark Financial Holdings, Inc.
Date: July 18, 2024 /s/ Gary Zyla
Gary Zyla
Chief Financial Officer
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EX-99.1 2 a2q24earningsrelease.htm EX-99.1 Document
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EXHIBIT 99.1

AssetMark Reports $119.4B Platform Assets for Second Quarter 2024

CONCORD, Calif., July 18, 2024, (GLOBE NEWSWIRE) — AssetMark Financial Holdings, Inc. (NYSE: AMK) today announced financial results for the quarter ended June 30, 2024.

Second Quarter 2024 Financial and Operational Highlights

•Net income for the quarter was $32.3 million, or $0.43 per share.
•Adjusted net income for the quarter was $49.8 million, or $0.66 per share, on total revenue of $198.5 million.
•Adjusted EBITDA for the quarter was $71.9 million, or 36.2% of total revenue.
•Platform assets increased 18.5% year-over-year to $119.4 billion. Quarter-over-quarter platform assets were up 2.1%, due to market impact net of fees of $0.8 billion and quarterly net flows of $1.7 billion.
•Year-to-date annualized net flows as a percentage of beginning-of-year platform assets were 6.1%.
•More than 4,300 new households and 164 new producing advisors joined the AssetMark platform during the second quarter. In total, as of June 30, 2024, there were over 9,200 advisors (approximately 3,200 were engaged advisors) and over 261,000 investor households on the AssetMark platform.
•We realized a 20.2% annualized production lift from existing advisors for the second quarter, indicating that advisors continued to grow organically and increase wallet share on our platform.
•In April, we signed a definitive agreement to be acquired by GTCR. The transaction is subject to customary closing conditions and required regulatory approvals and is still expected to close in Q4 2024.





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Second Quarter 2024 Key Operating Metrics
2Q23 2Q24 Variance
per year
Operational metrics:
Platform assets (at period-beginning) (millions of dollars) $ 96,203  $ 116,901  21.5  %
Net flows (millions of dollars) 1,695  1,703  0.5  %
Market impact net of fees (millions of dollars) 2,864  783  (72.7) %
Platform assets (at period-end) (millions of dollars) $ 100,762  $ 119,387  18.5  %
Net flows lift (% of beginning of year platform assets) 1.9  % 1.6  % -30 bps
Advisors (at period-end) 9,323  9,245  (0.8) %
Engaged advisors (at period-end) 3,032  3,238  6.8  %
Assets from engaged advisors (at period-end) (millions of dollars) $ 93,109  $ 111,897  20.2  %
Households (at period-end) 247,934  261,341  5.4  %
New producing advisors 188  164  (12.8) %
Production lift from existing advisors (annualized %) 20.2  % 20.2  % 0 bps
Assets in custody at ATC (at period-end) (millions of dollars) $ 74,074  $ 88,681  19.7  %
ATC client cash (at period-end) (millions of dollars) $ 2,942  $ 2,933  (0.3) %
Financial metrics:
Total revenue (millions of dollars)* $ 175.5  $ 198.5  13.1  %
Net income (millions of dollars) $ 32.9  $ 32.3  (1.8) %
Net income margin (%) 18.7  % 16.3  % -240 bps
Capital expenditure (millions of dollars) $ 11.2  $ 13.0  16.1  %
Non-GAAP financial metrics:
Adjusted EBITDA (millions of dollars) $ 60.4  $ 71.9  19.0  %
Adjusted EBITDA margin (%) 34.4  % 36.2  % 180 bps
Adjusted net income (millions of dollars) $ 41.2  $ 49.8  20.9  %
Note: Percentage variance based on actual numbers, not rounded results
All metrics include Adhesion data, except "New producing advisors," "Production lift from existing advisors" in 2023 and ATC related metrics
*The Company reclassified $7.7 million representing three months of 2023 spread-based expenses to offset spread-based revenue to account for interest credited to customer accounts on a net basis during the three months ended June 30, 2023.


Webcast and Conference Call Information

As previously announced, on April 25, 2024, AssetMark entered into an agreement to be acquired by GTCR (the “Transaction”). A copy of the press release announcing the Transaction can be found on the investor relations page of AssetMark’s website. Additional details and information about the Transaction are included in the Current Report on Form 8-K filed by AssetMark with the Securities and Exchange Commission ("SEC") on April 25, 2024. The Transaction is subject to customary closing conditions and required regulatory approvals and is expected to close in Q4 2024.

Given the announced Transaction, AssetMark will not be hosting an earnings call and webcast to discuss its second quarter 2024 results and is withdrawing all previously provided financial guidance. For further information about AssetMark’s financial performance please refer to AssetMark’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, which is expected to be filed on August 6, 2024 with the SEC.
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About AssetMark Financial Holdings, Inc.

AssetMark operates a wealth management platform that powers independent financial advisors and their clients. Together with our affiliates Voyant and Adhesion Wealth, we serve advisors of all models at every stage of their journey with flexible, purpose-built solutions that champion client engagement and drive efficiency. Our ecosystem of solutions equips advisors with services and capabilities that would otherwise require significant investments of time and money, ultimately enabling them to deliver better investor outcomes and enhance their productivity, profitability and client satisfaction.

Founded in 1996 and based in Concord, California, the company has over 1,000 employees. Today, the AssetMark platform serves over 9,200 financial advisors and over 261,000 investor households. As of June 30, 2024, the company had $119.4 billion in platform assets.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our future financial and operating performance, which involve risks and uncertainties. Actual results may differ materially from the results predicted and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “will,” “may,” “could,” “should,” “believe,” “expect,” “estimate,” “potential” or “continue,” the negative of these terms and other comparable terminology that conveys uncertainty of future events or outcomes. Other potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the Securities and Exchange Commission and available on our investor relations website at http://ir.assetmark.com. Additional information will be set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, which is expected to be filed on August 6, 2024. All information provided in this press release is based on information available to us as of the date of this press release and any forward-looking statements contained herein are based on assumptions that we believe are reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this press release, which are inherently uncertain. We undertake no duty to update this information unless required by law.
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AssetMark Financial Holdings, Inc.
Unaudited Condensed Consolidated Balance Sheets
(in thousands except share data and par value)

June 30, 2024 December 31, 2023
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 189,682  $ 217,680 
Restricted cash 16,000  15,000 
Investments, at fair value 21,500  18,003 
Fees and other receivables, net 21,552  21,345 
Income tax receivable, net 9,783  1,890 
Prepaid expenses and other current assets 16,298  17,193 
Total current assets 274,815  291,111 
Property, plant and equipment, net 9,002  8,765 
Capitalized software, net 118,577  108,955 
Other intangible assets, net 678,897  684,142 
Operating lease right-of-use assets 21,831  20,408 
Goodwill 487,909  487,909 
Other assets 26,382  19,273 
Total assets $ 1,617,413  $ 1,620,563 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 645  $ 288 
Accrued liabilities and other current liabilities 83,360  75,554 
Total current liabilities 84,005  75,842 
Long-term debt, net —  93,543 
Other long-term liabilities 21,301  18,429 
Long-term portion of operating lease liabilities 27,372  26,295 
Deferred income tax liabilities, net 139,072  139,072 
Total long-term liabilities 187,745  277,339 
Total liabilities 271,750  353,181 
Stockholders’ equity:
Common stock, $0.001 par value (675,000,000 shares authorized and 74,743,985 and 74,372,889 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively) 75  74 
Additional paid-in capital 968,702  960,700 
Retained earnings 376,900  306,622 
Accumulated other comprehensive loss (14) (14)
Total stockholders’ equity 1,345,663  1,267,382 
Total liabilities and stockholders’ equity $ 1,617,413  $ 1,620,563 

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AssetMark Financial Holdings, Inc.
Unaudited Condensed Consolidated Statements of Comprehensive Income
(in thousands, except share and per share data)

Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Revenue:
Asset-based revenue $ 158,878  $ 137,336  $ 308,862  $ 268,375 
Spread-based revenue* 28,853  29,560  58,946  61,559 
Subscription-based revenue 4,306  3,693  8,558  7,237 
Other revenue 6,454  4,932  12,391  8,648 
Total revenue 198,491  175,521  388,757  345,819 
Operating expenses:    
Asset-based expenses 48,347  39,344  93,200  76,778 
Spread-based expenses 341  292  730  585 
Employee compensation 51,902  48,099  101,909  95,010 
General and operating expenses 27,821  24,354  55,145  50,043 
Professional fees 12,732  8,372  18,813  13,765 
Depreciation and amortization 10,296  8,684  20,218  17,112 
Total operating expenses 151,439  129,145  290,015  253,293 
Interest expense 2,202  2,137  4,496  4,484 
Other (income) expense, net (196) (288) (528) 19,577 
Income before income taxes 45,046  44,527  94,774  68,465 
Provision for income taxes 12,732  11,650  24,496  18,366 
Net income 32,314  32,877  70,278  50,099 
Net comprehensive income $ 32,314  $ 32,877  $ 70,278  $ 50,099 
Net income per share attributable to common stockholders:
Basic $ 0.43  $ 0.44  $ 0.94  $ 0.68 
Diluted $ 0.43  $ 0.44  $ 0.94  $ 0.67 
Weighted average number of common shares outstanding, basic 74,487,417 73,986,326 74,435,341 73,938,510
Weighted average number of common shares outstanding, diluted 75,283,986 74,505,158 75,109,611 74,325,580
*The Company reclassified $7.7 million and $14.0 million from spread-based expenses to offset spread-based revenue to account for interest credited to customer accounts on a net basis for the three and six months ended June 30, 2023, respectively






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AssetMark Financial Holdings, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

Six Months Ended June 30,
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 70,278  $ 50,099 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 20,218  17,112 
Interest expense, net
(321) (45)
Share-based compensation 8,003  7,974 
Debt acquisition cost write-down 255  92 
Changes in certain assets and liabilities:
Fees and other receivables, net (457) (863)
Receivables from related party 250  480 
Prepaid expenses and other current assets 2,812  2,954 
Accounts payable, accrued liabilities and other current liabilities 6,291  13,614 
Income tax receivable and payable, net (7,893) 14,062 
Net cash provided by operating activities 99,436  105,479 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Adhesion Wealth
—  (3,000)
Purchase of investments (2,099) (1,528)
Sale of investments 179  257 
Purchase of property and equipment (1,530) (469)
Purchase of computer software (23,302) (20,920)
Purchase of convertible notes (5,932) (4,275)
Net cash used in investing activities (32,684) (29,935)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on term loan (93,750) (25,000)
Net cash used in financing activities (93,750) (25,000)
Net change in cash, cash equivalents, and restricted cash (26,998) 50,544 
Cash, cash equivalents, and restricted cash at beginning of period 232,680  136,274 
Cash, cash equivalents, and restricted cash at end of period $ 205,682  $ 186,818 
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid, net $ 32,378  $ 4,298 
Interest paid $ 4,178  $ 5,736 
Non-cash operating and investing activities:
Non-cash changes to right-of-use assets $ 4,183  $ 1,795 
Non-cash changes to lease liabilities $ 4,183  $ 1,795 
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Explanations and Reconciliations of Non-GAAP Financial Measures

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

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

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

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as EBITDA (net income plus interest expense, income tax expense, depreciation and amortization and less interest income), further adjusted to exclude certain non-cash charges and other adjustments set forth below. Adjusted EBITDA margin is defined as adjusted EBITDA divided by total revenue. Adjusted EBITDA and adjusted EBITDA margin are useful financial metrics in assessing our operating performance from period to period because they exclude certain items that we believe are not representative of our core business, such as certain material non-cash items and other adjustments such as share-based compensation, strategic initiatives and reorganization and integration costs. We believe that adjusted EBITDA and adjusted EBITDA margin, viewed in addition to, and not in lieu of, our reported GAAP results, provide useful information to investors regarding our performance and overall results of operations for various reasons, including:
•non-cash equity grants made to employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; as such, share-based compensation expense is not a key measure of our operating performance; and
•costs associated with acquisitions and the resulting integrations, debt refinancing, restructuring, conversions, as well as other non-recurring litigation costs, can vary from period to period and transaction to transaction; as such, expenses associated with these activities are not considered a key measure of our operating performance.

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We use adjusted EBITDA and adjusted EBITDA margin:
•as measures of operating performance;
•for planning purposes, including the preparation of budgets and forecasts;
•to allocate resources to enhance the financial performance of our business;
•to evaluate the effectiveness of our business strategies;
•in communications with our board of directors concerning our financial performance; and
•as considerations in determining compensation for certain employees.
Adjusted EBITDA and adjusted EBITDA margin have limitations as analytical tools, and should not be considered in isolation to, or as substitutes for, analysis of our results as reported under GAAP. Some of these limitations are:
•adjusted EBITDA and adjusted EBITDA margin do not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;
•adjusted EBITDA and adjusted EBITDA margin do not reflect changes in, or cash requirements for, working capital needs;
•adjusted EBITDA and adjusted EBITDA margin do not reflect interest expense on our debt or the cash requirements necessary to service interest or principal payments; and
•the definitions of adjusted EBITDA and adjusted EBITDA margin can differ significantly from company to company and as a result have limitations when comparing similarly titled measures across companies.
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Set forth below is a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted EBITDA for the three and six months ended June 30, 2024 and 2023 (unaudited).

Three Months Ended June 30, Three Months Ended June 30,
(in thousands except for percentages) 2024 2023 2024 2023
Net income $ 32,314  $ 32,877  16.3  % 18.7  %
Provision for income taxes 12,732  11,650  6.4  % 6.6  %
Interest income (4,362) (2,509) (2.1) % (1.4) %
Interest expense 2,202  2,137  1.1  % 1.2  %
Depreciation and amortization 10,296  8,684  5.2  % 5.0  %
EBITDA $ 53,182  $ 52,839  26.9  % 30.1  %
Share-based compensation(1)
3,835  4,152  1.9  % 2.4  %
Reorganization and integration costs(2)
3,200  3,556  1.6  % 2.0  %
Merger and acquisition expenses(3)
11,002  (140) 5.5  % (0.1) %
Long-term incentive cash awards(4)
398  —  0.2  % — 
Other (income) expense, net 256  (10) 0.1  % — 
Adjusted EBITDA $ 71,873  $ 60,397  36.2  % 34.4  %

Six Months Ended June 30, Six Months Ended June 30,
(in thousands except for percentages) 2024 2023 2024 2023
Net income $ 70,278  $ 50,099  18.1  % 14.5  %
Provision for income taxes 24,496  18,366  6.3  % 5.3  %
Interest income (8,385) (4,560) (2.2) % (1.3) %
Interest expense 4,496  4,484  1.2  % 1.3  %
Depreciation and amortization 20,218  17,112  5.2  % 5.0  %
EBITDA $ 111,103  $ 85,501  28.6  % 24.8  %
Share-based compensation(1)
8,003  7,974  2.1  % 2.3  %
Reorganization and integration costs(2)
5,962  5,465  1.5  % 1.6  %
Merger and acquisition expenses(3)
12,090  173  3.1  % — 
Long-term incentive cash awards(4)
398  —  0.1  % — 
Business continuity plan(5)
—  (6) —  — 
Accrual for SEC settlement(6)
—  20,000  —  5.8  %
Other (income) expense, net 224  77  —  — 
Adjusted EBITDA $ 137,780  $ 119,184  35.4  % 34.5  %
(1)“Share-based compensation” represents granted share-based compensation in the form of restricted stock unit and stock appreciation right grants by us to certain of our directors and employees. Although this expense occurred in each measurement period, we have added the expense back in our calculation of adjusted EBITDA because of its noncash impact.
(2)“Reorganization and integration costs” includes costs related to our functional reorganization within our Operations, Technology and Retirement functions as well as duplicate costs related to the outsourcing of back-office operations functions. While we have incurred such expenses in all periods measured, these expenses serve varied reorganization and integration initiatives, each of which is non-recurring. We do not consider these expenses to be part of our core operations.
(3)“Merger and acquisition expenses” includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions and costs related to the merger with GTCR.
(4) “Long-term incentive cash awards” represents deferred cash bonuses granted in June 2024 in lieu of share-based compensation to certain of our directors and employees. The bonuses vest on the earlier of the one-year anniversary of the grant or our completed merger with GTCR.
(5)“Business continuity plan” includes incremental compensation and other costs that are directly related to a transition to a hybrid workforce in 2022.
(6)“Accrual for SEC settlement” represents an accrual that pertains to a settled SEC matter from 2023 discussed in Note 12 of notes to unaudited condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
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Set forth below is a summary of the adjustments involved in the reconciliation from net income and net income margin, the most directly comparable GAAP financial measures, to adjusted EBITDA and adjusted EBITDA margin for three and six months ended June 30, 2024 and 2023 (unaudited), broken out by compensation and non-compensation expenses (unaudited).

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023
(in thousands) Compensation Non-
Compensation
Total Compensation Non-
Compensation
Total
Share-based compensation(1)
$ 3,835  $ —  $ 3,835  $ 4,152  $ —  $ 4,152 
Reorganization and integration costs(2)
1,675  1,525  3,200  1,204  2,352  3,556 
Merger and acquisition expenses(3)
—  11,002  11,002  —  (140) (140)
Long-term incentive cash awards(4)
398  —  398  —  —  — 
Other (income) expense, net —  256  256  —  (10) (10)
Total adjustments to adjusted EBITDA $ 5,908  $ 12,783  $ 18,691  $ 5,356  $ 2,202  $ 7,558 

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023
(in percentages) Compensation Non-
Compensation
Total Compensation Non-
Compensation
Total
Share-based compensation(1)
1.9  % —  1.9  % 2.4  % —  2.4  %
Reorganization and integration costs(2)
0.8  % 0.8  % 1.6  % 0.7  % 1.3  % 2.0  %
Merger and acquisition expenses(3)
—  5.5  % 5.5  % —  (0.1) % (0.1) %
Long-term incentive cash awards(4)
0.2  % —  0.2  % —  —  — 
Other (income) expense, net —  0.1  % 0.1  % —  —  — 
Total adjustments to adjusted EBITDA margin % 2.9  % 6.4  % 9.3  % 3.1  % 1.2  % 4.3  %
(1)Share-based compensation” represents granted share-based compensation in the form of restricted stock unit and stock appreciation right grants by us to certain of our directors and employees. Although this expense occurred in each measurement period, we have added the expense back in our calculation of adjusted EBITDA because of its noncash impact.
(2)“Reorganization and integration costs” includes costs related to our functional reorganization within our Operations, Technology and Retirement functions as well as duplicate costs related to the outsourcing of back-office operations functions. While we have incurred such expenses in all periods measured, these expenses serve varied reorganization and integration initiatives, each of which is non-recurring. We do not consider these expenses to be part of our core operations.
(3)“Merger and acquisition expenses” includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions and costs related to the merger with GTCR.
(4)“Long-term incentive cash awards” represents deferred cash bonuses granted in June 2024 in lieu of share-based compensation to certain of our directors and employees. The bonuses vest on the earlier of the one-year anniversary of the grant or our completed merger with GTCR.


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Six Months Ended June 30, 2024 Six Months Ended June 30, 2023
(in thousands) Compensation Non-
Compensation
Total Compensation Non-
Compensation
Total
Share-based compensation(1)
$ 8,003  $ —  $ 8,003  $ 7,974  $ —  $ 7,974 
Reorganization and integration costs(2)
3,206  2,756  5,962  2,269  3,196  5,465 
Merger and acquisition expenses(3)
—  12,090  12,090  100  73  173 
Long-term incentive cash awards(4)
398  —  398  —  —  — 
Business continuity plan(5)
—  —  —  —  (6) (6)
Accrual for SEC settlement(6)
—  —  —  —  20,000  20,000 
Other (income) expense, net —  224  224  —  77  77 
Total adjustments to adjusted EBITDA $ 11,607  $ 15,070  $ 26,677  $ 10,343  $ 23,340  $ 33,683 

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023
(in percentages) Compensation Non-
Compensation
Total Compensation Non-
Compensation
Total
Share-based compensation(1)
2.1  % —  2.1  % 2.3  % —  2.3  %
Reorganization and integration costs(2)
0.8  % 0.7  % 1.5  % 0.7  % 0.9  % 1.6  %
Merger and acquisition expenses(3)
—  3.1  % 3.1  % —  —  — 
Long-term incentive cash awards(4)
0.1  % —  0.1  % —  —  — 
Business continuity plan(5)
—  —  —  —  —  — 
Accrual for SEC settlement(6)
—  —  —  —  5.8  % 5.8  %
Other (income) expense, net —  —  —  —  —  — 
Total adjustments to adjusted EBITDA margin % 3.0  % 3.8  % 6.8  % 3.0  % 6.7  % 9.7  %
(1) “Share-based compensation” represents granted share-based compensation in the form of restricted stock unit and stock appreciation right grants by us to certain of our directors and employees. Although this expense occurred in each measurement period, we have added the expense back in our calculation of adjusted EBITDA because of its noncash impact.
(2)“Reorganization and integration costs” includes costs related to our functional reorganization within our Operations, Technology and Retirement functions as well as duplicate costs related to the outsourcing of back-office operations functions. While we have incurred such expenses in all periods measured, these expenses serve varied reorganization and integration initiatives, each of which is non-recurring. We do not consider these expenses to be part of our core operations.
(3)“Merger and acquisition expenses” includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions and costs related to the merger with GTCR.
(4) “Long-term incentive cash awards” represents deferred cash bonuses granted in June 2024 in lieu of share-based compensation to certain of our directors and employees. The bonuses vest on the earlier of the one-year anniversary of the grant or our completed merger with GTCR.
(5)“Business continuity plan” includes incremental compensation and other costs that are directly related to a transition to a hybrid workforce in 2022.
(6)“Accrual for SEC settlement” represents an accrual that pertains to a settled SEC matter from 2023 discussed in Note 12 of notes to unaudited condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.


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Adjusted Net Income
Adjusted net income represents net income before: (a) share-based compensation expense, (b) amortization of acquisition-related intangible assets, (c) acquisition and related integration expenses, (d) restructuring and conversion costs and (e) certain other expenses. Reconciled items are tax effected using the income tax rates in effect for the applicable period, adjusted for any potentially non-deductible amounts. We prepared adjusted net income to eliminate the effects of items that we do not consider indicative of our core operating performance. We believe that adjusted net income, viewed in addition to, and not in lieu of, our reported GAAP results, provides useful information to investors regarding our performance and overall results of operations for various reasons, including the following:
•non-cash equity grants made to employees at a certain price and point in time do not necessarily reflect how our business is performing at any particular time; as such, share-based compensation expense is not a key measure of our operating performance;
•costs associated with acquisitions and related integrations, debt refinancing, restructuring and conversions can vary from period to period and transaction to transaction; as such, expenses associated with these activities are not considered a key measure of our operating performance; and
•amortization 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; as such, the amortization of intangible assets obtained in acquisitions is not considered a key measure of our operating performance.
Adjusted net income does not purport to be an alternative to net income or cash flows from operating activities. The term adjusted net income is not defined under GAAP, and adjusted net income is not a measure of net income, operating income or any other performance or liquidity measure derived in accordance with GAAP. Therefore, adjusted net income has limitations as an analytical tool and should not be considered in isolation to, or as a substitute for, analysis of our results as reported under GAAP. Some of these limitations are:
•adjusted net income does not reflect all cash expenditures, future requirements for capital expenditures or contractual commitments;
•adjusted net income does not reflect changes in, or cash requirements for, working capital needs; and
•other companies in the financial services industry may calculate adjusted net income differently than we do, limiting its usefulness as a comparative measure.
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The schedule set forth below presents the Company’s GAAP results from the Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three and six months ended June 30, 2024 and 2023, with certain line items adjusted for the items described above. Included below is also a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted net income for the three and six months ended June 30, 2024 and 2023 (unaudited).

Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Revenue:
Asset-based revenue $ 158,878  $ 137,336  $ 308,862  $ 268,375 
Spread-based revenue(1)
28,853 29,560  58,946 61,559 
Subscription-based revenue 4,306 3,693  8,558 7,237 
Other revenue 6,454 4,932  12,391 8,648 
Total revenue 198,491 175,521  388,757 345,819 
Operating expenses:
Asset-based expenses 48,347 39,344  93,200 76,778 
Spread-based expenses 341 292  730 585 
Adjusted employee compensation(2)
45,994 42,743  90,302 84,667 
Adjusted general and operating expenses(2)
21,966 23,731  47,582 48,536 
Adjusted professional fees(2)
6,060 6,783  11,530 12,009 
Adjusted depreciation and amortization(3)
8,116 6,504  15,858 12,758 
Total adjusted operating expenses 130,824 119,397  259,202 235,333 
Interest expense 2,202 2,137  4,496 4,484 
Adjusted other expenses, net(2)
(452) (278) (752) (500)
Adjusted income before income taxes 65,917 54,265  125,811 106,502 
Adjusted provision for income taxes(4)
16,150 13,023  30,824 25,560 
Adjusted net income $ 49,767  $ 41,242  $ 94,987  $ 80,942 
Net income per share attributable to common stockholders:
Adjusted earnings per share $ 0.66  $ 0.55  $ 1.26  $ 1.09 
Weighted average number of common shares outstanding, diluted 75,283,986 74,505,158 75,109,611 74,325,580
(1) The Company reclassified $7.7 million and $14.0 million from spread-based expenses to offset spread-based revenue to account for interest credited to customer accounts on a net basis for the three and six months ended June 30, 2023, respectively.
(2) Consists of the adjustments to EBITDA listed in the adjusted EBITDA reconciliation table above.
(3) Relates to intangible assets established in connection with HTSC’s acquisition of our Company in 2016.
(4) Consists of adjustments to normalize our estimated tax rate in determining adjusted net income.







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Set forth below is a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted net income for the three and six months ended June 30, 2024 and 2023 (unaudited).

Three months ended June 30, 2024 Three months ended June 30, 2023
Reconciliation of Non-GAAP Presentation GAAP Adjustments Adjusted GAAP Adjustments Adjusted
Revenue:
Asset-based revenue $ 158,878  $ —  $ 158,878  $ 137,336  $ —  $ 137,336 
Spread-based revenue(1)
28,853  —  28,853  29,560  —  29,560 
Subscription-based revenue 4,306  —  4,306  3,693  —  3,693 
Other revenue 6,454  —  6,454  4,932  —  4,932 
Total revenue 198,491  —  198,491  175,521  —  175,521 
Operating expenses:
Asset-based expenses 48,347  —  48,347  39,344  —  39,344 
Spread-based expenses 341  —  341  292  —  292 
Employee compensation(2)
51,902  (5,908) 45,994  48,099  (5,356) 42,743 
General and operating expenses(2)
27,821  (5,855) 21,966  24,354  (623) 23,731 
Professional fees(2)
12,732  (6,672) 6,060  8,372  (1,589) 6,783 
Depreciation and amortization(3)
10,296  (2,180) 8,116  8,684  (2,180) 6,504 
Total operating expenses 151,439  (20,615) 130,824  129,145  (9,748) 119,397 
Interest expense 2,202  —  2,202  2,137  —  2,137 
Other expenses, net(2)
(196) (256) (452) (288) 10 (278)
Income before income taxes 45,046  20,871  65,917  44,527  9,738  54,265 
Provision for income taxes(4)
12,732  3,418  16,150  11,650  1,373  13,023 
Net income $ 32,314  $ 49,767  $ 32,877  $ 41,242 
(1) The Company reclassified $7.7 million and $14.0 million from spread-based expenses to offset spread-based revenue to account for interest credited to customer accounts on a net basis for the three and six months ended June 30, 2023, respectively.
(2) Consists of the adjustments to EBITDA listed in the adjusted EBITDA reconciliation table above.
(3) Relates to intangible assets established in connection with HTSC’s acquisition of our Company in 2016.
(4) Consists of adjustments to normalize our estimated tax rate in determining adjusted net income.

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Six months ended June 30, 2024 Six months ended June 30, 2023
Reconciliation of Non-GAAP Presentation GAAP Adjustments Adjusted GAAP Adjustments Adjusted
Revenue:
Asset-based revenue $ 308,862  $ —  $ 308,862  $ 268,375  $ —  $ 268,375 
Spread-based revenue(1)
58,946  —  58,946  61,559  —  61,559 
Subscription-based revenue 8,558  —  8,558  7,237  —  7,237 
Other revenue 12,391  —  12,391  8,648  —  8,648 
Total revenue 388,757  —  388,757  345,819  —  345,819 
Operating expenses:
Asset-based expenses 93,200  —  93,200  76,778  —  76,778 
Spread-based expenses 730  —  730  585  —  585 
Employee compensation(2)
101,909  (11,607) 90,302  95,010  (10,343) 84,667 
General and operating expenses(2)
55,145  (7,563) 47,582  50,043  (1,507) 48,536 
Professional fees(2)
18,813  (7,283) 11,530  13,765  (1,756) 12,009 
Depreciation and amortization(3)
20,218  (4,360) 15,858  17,112  (4,354) 12,758 
Total operating expenses 290,015  (30,813) 259,202  253,293  (17,960) 235,333 
Interest expense 4,496  —  4,496  4,484  —  4,484 
Other expenses, net(2)
(528) (224) (752) 19,577  (20,077) (500)
Income before income taxes 94,774  31,037  125,811  68,465  38,037  106,502 
Provision for income taxes(4)
24,496  6,328  30,824  18,366  7,194  25,560 
Net income $ 70,278  $ 94,987  $ 50,099  $ 80,942 
(1) The Company reclassified $7.7 million and $14.0 million from spread-based expenses to offset spread-based revenue to account for interest credited to customer accounts on a net basis for the three and six months ended June 30, 2023, respectively.
(2) Consists of the adjustments to EBITDA listed in the adjusted EBITDA reconciliation table above.
(3) Relates to intangible assets established in connection with HTSC’s acquisition of our Company in 2016.
(4) Consists of adjustments to normalize our estimated tax rate in determining adjusted net income.
















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Set forth below is a summary of the adjustments involved in the reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted net income for three and six months ended June 30, 2024 and 2023 (unaudited), broken out by compensation and non-compensation expenses (unaudited).

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023
(in thousands) Compensation Non-
Compensation
Total Compensation Non-
Compensation
Total
Net income $ 32,314  $ 32,877 
Acquisition-related amortization(1)
$ —  $ 2,180  2,180  $ —  $ 2,180  2,180 
Expense adjustments(2)
2,073  12,527  14,600  1,204  2,212  3,416 
Share-based compensation 3,835  —  3,835  4,152  —  4,152 
Other (income) expense, net —  256  256  —  (10) (10)
Tax effect of adjustments(3)
(1,447) (1,971) (3,418) (1,285) (88) (1,373)
Adjusted net income $ 4,461  $ 12,992  $ 49,767  $ 4,071  $ 4,294  $ 41,242 

Six Months Ended June 30, 2024 Six Months Ended June 30, 2023
(in thousands) Compensation Non-
Compensation
Total Compensation Non-
Compensation
Total
Net income $ 70,278  $ 50,099 
Acquisition-related amortization(1)
$ —  $ 4,360  4,360  $ —  $ 4,354  4,354 
Expense adjustments(2)
3,604  14,846  18,450  2,369  23,263  25,632 
Share-based compensation 8,003  —  8,003  7,974  —  7,974 
Other (income) expense, net —  224  224  —  77  77 
Tax effect of adjustments(3)
(2,844) (3,484) (6,328) (2,482) (4,712) (7,194)
Adjusted net income $ 8,763  $ 15,946  $ 94,987  $ 7,861  $ 22,982  $ 80,942 
(1)Relates to intangible assets established in connection with HTSC’s acquisition of our Company in 2016.
(2)Consists of the adjustments to EBITDA listed in the adjusted EBITDA reconciliation table above other than share-based compensation.
(3)Consists of adjustments to normalize our estimated tax rate in determining adjusted net income.
.

Contacts
Investors:
Taylor J. Hamilton, CFA
Head of Investor Relations
InvestorRelations@assetmark.com

Media:
Alaina Kleinman
Head of PR & Communications
alaina.kleinman@assetmark.com

SOURCE: AssetMark Financial Holdings, Inc.
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