Delaware | 001-34963 | 20-3717839 | ||
(State or other jurisdictions of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Nos.) |
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(d) | Exhibits | |||
99.1 | Press Release dated July 27, 2011 (LPL Financial Announces Second Quarter 2011 Financial Results) |
LPL INVESTMENT HOLDINGS INC. |
||||
By: | /s/ Robert J. Moore | |||
Name: | Robert J. Moore | |||
Title: | Chief Financial Officer | |||
| Net revenue for the second quarter of 2011 increased 13.1% to $894.0 million from $790.2 million in the second quarter of 2010. Key drivers of this growth include: |
° | Total advisory and brokerage assets hit a record level of $340.8 billion as of June 30, 2011, up 23.1% compared to $276.9 billion as of June 30, 2010. | ||
° | Advisory assets in the Companys fee-based platforms were $103.2 billion at June 30, 2011, up 30.8% from $78.9 billion at June 30, 2010. | ||
° | Net new advisory assets were $3.1 billion during the three months ended June 30, 2011 compared to $2.4 billion for the three month periods ended June 30, 2010, primarily as a result of strong new business development and mix shift toward more advisory business. | ||
° | Asset-based fees increased by 16.9% due to growth in record-keeping, omnibus processing, and other administrative fees. | ||
° | Approximately 80% of the increase in commissions revenue is from increased sales activity, with the remainder due to increases in market levels. |
| Revenues generated from the Companys cash sweep programs increased by $0.3 million, or 1.0%, to $29.8 million in the second quarter of 2011 compared to $29.5 million in the prior-year period. The increase in revenues was driven by growth in assets in the Companys cash sweep programs, which averaged $19.5 billion for the second quarter of 2011 compared to $18.6 billion in the year-ago quarter, offset by a decrease in the effective federal funds rate, which averaged 0.09% for the second quarter of 2011 compared to 0.19% for the same period in the prior year. | |
| Interest expense for the second quarter of 2011 declined $9.5 million compared to the second quarter of 2010, largely as the result of the Companys debt refinancing in the second quarter of 2010, which included a redemption of its senior unsecured subordinated notes. At current interest rates, the Company expects annual interest savings of approximately $20.0 million. | |
| On April 26, 2011, the Company successfully completed its secondary offering of 6.2 million shares of its common stock by certain minority stockholders at a price to the public of $34.85 per share. The Company did not sell any shares in this offering. | |
| During the second quarter of 2011, the Company repurchased 2.3 million shares of its common stock under its Board of Directors approved open market share repurchase program for a total of $80.0 million, or an average price of $34.84 per share. As of July 1, 2011, the Company had used 100% of the $80.0 million authorized under this program. This share repurchase was undertaken in accordance with the Companys intention to mitigate dilution from various equity programs over the next two years. |
| The Company added 594 net new advisors during the twelve months ending June 30, 2011, building relationships with advisors from all channels in the financial services industry. | |
| Assets under custody in the LPL Financial Hybrid RIA platform, which provides integrated fee- and commission-based capabilities for independent advisors, grew to $19.6 billion as of June 30, 2011, and encompassed 128 RIA firms, compared to $8.7 billion and 96 RIA firms as of June 30, 2010. The strong growth in the firms RIA business over the last several years makes LPL Financial one of the largest RIA custodians in the industry. |
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| LPL Financial was named the nations largest independent broker-dealer as measured by annual revenues for the 16th year in a row by Financial Planning magazine, a leading industry media publication. | |
| LPL Financial was ranked fourth out of fourteen firms in this years JD Power U.S. Full Service Investor Satisfaction Study, and received our highest rating, second of fourteen, in Financial Advisor satisfaction, which measures investor satisfaction with their financial advisor. | |
| LPL Financials centrally managed fee-based Model Wealth Portfolios platform has been awarded the Advisory Solutions Product of the Year by Money Management Institute, the leading national organization for the advisory solutions industry. The award is granted to the firm that launched the most innovative advisory platform that contributed to the growth of the industry. | |
| On June 22, 2011, the Company closed the acquisition of Concord Capital Partners, Inc. (Concord Wealth Management), establishing LPL Financial as an industry leader in providing technology and open architecture investment management solutions for trust departments of financial institutions. Concord Wealth Management has over $10.0 billion in assets under administration. Through this acquisition, LPL Financial will have the ability to support both the trust and brokerage business lines of current and prospective financial institutions. It will also create new expansion opportunities such as giving the Company the ability to custody personal trust assets within banks across the country. |
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Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||
Financial Highlights (unaudited) |
||||||||||||||||||||||||
Net Revenue |
$ | 893,996 | $ | 790,161 | 13.1% | $ | 1,767,865 | $ | 1,533,567 | 15.3% | ||||||||||||||
Net Income |
$ | 45,507 | $ | 8,000 | * | $ | 94,506 | $ | 33,554 | 181.7% | ||||||||||||||
Adjusted Earnings(1) |
$ | 58,807 | $ | 46,418 | 26.7% | $ | 118,180 | $ | 87,517 | 35.0% | ||||||||||||||
Earnings Per Share (diluted) |
$ | 0.40 | $ | 0.08 | * | $ | 0.82 | $ | 0.33 | 148.5% | ||||||||||||||
Adjusted Earnings Per Share(1) |
$ | 0.52 | $ | 0.47 | 10.6% | $ | 1.04 | $ | 0.88 | 18.2% | ||||||||||||||
Adjusted EBITDA(1) |
$ | 122,997 | $ | 109,864 | 12.0% | $ | 247,328 | $ | 215,321 | 14.9% |
As of June 30, | ||||||||||||
2011 | 2010 | Change | ||||||||||
Metric Highlights |
||||||||||||
Advisors(2) |
12,660 | 12,066 | 4.9% | |||||||||
Advisory and Brokerage Assets (billions)(3) |
$ | 340.8 | $ | 276.9 | 23.1% | |||||||
Advisory Assets Under Management (billions)(4) |
$ | 103.2 | $ | 78.9 | 30.8% | |||||||
Net New Advisory Assets (billions)(5) |
$ | 6.8 | $ | 3.9 | 74.4% | |||||||
Insured Cash Account Balances (billions)(4) |
$ | 13.2 | $ | 11.8 | 11.9% | |||||||
Money Market Account Balances (billions)(4) |
$ | 8.2 | $ | 7.2 | 13.9% |
* | Not Meaningful | |
(1) | Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Companys results as reported under GAAP. Some of these limitations are: |
| Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share do not reflect all cash expenditures, future requirements for capital expenditures, or contractual commitments; | ||
| Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share do not reflect changes in, or cash requirements for, working capital needs; and | ||
| Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt. |
4
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Net income |
$ | 45,507 | $ | 8,000 | $ | 94,506 | $ | 33,554 | ||||||||
Interest expense |
18,154 | 27,683 | 36,326 | 52,019 | ||||||||||||
Income tax expense |
29,972 | 628 | 62,531 | 19,790 | ||||||||||||
Amortization of purchased intangible assets and software(a) |
9,686 | 10,938 | 19,223 | 25,049 | ||||||||||||
Depreciation and amortization of all other fixed assets |
8,721 | 11,172 | 17,349 | 22,651 | ||||||||||||
EBITDA |
112,040 | 58,421 | 229,935 | 153,063 | ||||||||||||
EBITDA Adjustments: |
||||||||||||||||
Share-based compensation expense(b) |
3,427 | 2,239 | 7,287 | 4,775 | ||||||||||||
Acquisition and integration related expenses(c) |
1,548 | 3,377 | 2,964 | 3,517 | ||||||||||||
Restructuring and conversion costs(d) |
4,599 | 5,619 | 5,434 | 13,598 | ||||||||||||
Debt amendment and extinguishment costs(e) |
| 38,484 | | 38,605 | ||||||||||||
Equity issuance and related offering costs |
1,349 | 1,687 | 1,641 | 1,687 | ||||||||||||
Other(f) |
34 | 37 | 67 | 76 | ||||||||||||
Total EBITDA Adjustments |
10,957 | 51,443 | 17,393 | 62,258 | ||||||||||||
Adjusted EBITDA |
$ | 122,997 | $ | 109,864 | $ | 247,328 | $ | 215,321 | ||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Net income |
$ | 45,507 | $ | 8,000 | $ | 94,506 | $ | 33,554 | ||||||||
After-Tax: |
||||||||||||||||
EBITDA Adjustments(g) |
||||||||||||||||
Share-based compensation expense(h) |
2,677 | 1,870 | 5,578 | 3,880 | ||||||||||||
Acquisition and integration related expenses |
955 | 2,052 | 1,829 | 2,137 | ||||||||||||
Restructuring and conversion costs |
2,838 | 3,415 | 3,353 | 8,238 | ||||||||||||
Debt amendment and extinguishment costs |
| 23,387 | | 23,460 | ||||||||||||
Equity issuance and related offering costs |
832 | 1,025 | 1,012 | 1,025 | ||||||||||||
Other |
21 | 22 | 41 | 46 | ||||||||||||
Total EBITDA Adjustments |
7,323 | 31,771 | 11,813 | 38,786 | ||||||||||||
Amortization of purchased intangible assets and software(g) |
5,977 | 6,647 | 11,861 | 15,177 | ||||||||||||
Adjusted Earnings |
$ | 58,807 | $ | 46,418 | $ | 118,180 | $ | 87,517 | ||||||||
Adjusted Earnings per share(i) |
$ | 0.52 | $ | 0.47 | $ | 1.04 | $ | 0.88 | ||||||||
Weighted average shares outstanding diluted(j) |
113,150 | 99,487 | 113,155 | 99,248 |
(a) | Represents amortization of intangible assets and software as a result of the Companys purchase accounting adjustments from its 2005 merger transaction, as well as various acquisitions. | |
(b) | Represents share-based compensation related to vested stock options awarded to employees and non-executive directors based on the grant date fair value under the Black-Scholes valuation model. | |
(c) | Represents acquisition and integration costs resulting from certain of the Companys acquisitions. | |
(d) | Represents organizational restructuring charges and conversion and other related costs incurred resulting from the 2009 consolidation of Associated Securities Corp., Inc., Mutual Service Corporation and Waterstone Financial Group, Inc. (together, the Affiliated Entities) and the 2011 consolidation of UVEST Financial Services Group, Inc. (UVEST). | |
(e) | Represents debt amendment costs incurred in 2010 for amending and restating the credit agreement to establish a new term loan tranche and to extend the maturity of an existing tranche on the senior credit facilities. |
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(f) | Represents excise and other taxes. | |
(g) | EBITDA Adjustments and amortization of purchased intangible assets and software have been tax effected using a federal rate of 35% and the applicable effective state rate, which was 3.30% for the three and six month periods ended June 30, 2011, and 4.23% and 4.32% for the corresponding periods in 2010, net of the federal tax benefit. In April 2010, a step up in basis of $89.1 million for internally developed software that was established at the time of the 2005 merger transaction became fully amortized, resulting in lower balances of intangible assets that are amortized. | |
(h) | Represents the after-tax expense of non-qualified stock options in which the Company receives a tax deduction upon exercise, and the full expense impact of incentive stock options granted to employees that have vested and qualify for preferential tax treatment and conversely, the Company does not receive a tax deduction. Share-based compensation for vesting of incentive stock options was $1.5 million and $1.3 million, respectively, for the three months ending June 30, 2011 and 2010. For the six month periods ending June 30, 2011 and 2010, share-based compensation for vesting of incentive stock options was $2.8 million and $2.5 million, respectively. | |
(i) | Represents Adjusted Earnings divided by weighted average number of shares outstanding on a fully diluted basis. Set forth is a reconciliation of earnings per share on a fully diluted basis as calculated in accordance with GAAP to Adjusted Earnings per share: |
For the Three | For the Six | |||||||||||||||
Months Ended | Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
(unaudited) | (unaudited) | |||||||||||||||
Earnings per share diluted |
$ | 0.40 | $ | 0.08 | $ | 0.82 | $ | 0.33 | ||||||||
Adjustment for allocation of undistributed earnings to stock units |
0.01 | | 0.01 | 0.01 | ||||||||||||
After-Tax: |
||||||||||||||||
EBITDA Adjustments per share |
0.06 | 0.32 | 0.11 | 0.39 | ||||||||||||
Amortization of purchased intangible assets and software per
share |
0.05 | 0.07 | 0.10 | 0.15 | ||||||||||||
Adjusted Earnings per share |
$ | 0.52 | $ | 0.47 | $ | 1.04 | $ | 0.88 | ||||||||
(j) | Weighted average shares outstanding on a fully diluted basis increased from 99.2 million shares for the six months ended June 30, 2010, to 113.2 million shares for the six months ended June 30, 2011, due primarily to the successful completion of the Companys initial public offering (IPO) in the fourth quarter of 2010. The increase is attributed to the release of the restriction on approximately 7.4 million shares of common stock upon closing of the IPO, the issuance of approximately 1.5 million shares of common stock by the Company pursuant to the over-allotment option granted to the underwriters in connection with the IPO, and shares that were issued upon exercise of options by selling stockholders in connection with the IPO, net of any shares retired to satisfy the exercise price in a cashless exercise. |
For the Three | For the Six | |||||||||||||||||||||||
Months Ended | Months Ended | |||||||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||||||
2011 | 2010 | % Change | 2011 | 2010 | % Change | |||||||||||||||||||
(unaudited) | (unaudited) | |||||||||||||||||||||||
Adjusted Earnings |
$ | 58,807 | $ | 46,418 | $ | 118,180 | $ | 87,517 | ||||||||||||||||
Weighted average shares
outstandingdiluted as of June 30,
2011 |
113,150 | 113,150 | 113,155 | 113,155 | ||||||||||||||||||||
Pro-forma Adjusted Earnings per share |
$ | 0.52 | $ | 0.41 | 26.8% | $ | 1.04 | $ | 0.77 | 35.1% | ||||||||||||||
(2) | Advisors are defined as those independent financial advisors and financial advisors at financial institutions who are licensed to do business with the Companys broker-dealer subsidiaries. | |
(3) | Advisory and brokerage assets are comprised of assets that are custodied, networked, and non-networked and |
6
reflect market movement in addition to new assets, inclusive of new business development and net of attrition. | ||
(4) | Advisory assets under management, insured cash account balances and money market account balances are components of advisory and brokerage assets. | |
(5) | Represents net new advisory assets that are custodied in our fee-based advisory platforms during the six months ended June 30, 2011. Net new advisory assets for the three months ended June 30, 2011 and 2010 were $3.1 billion and $2.4 billion, respectively. |
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Media Relations
|
Investor Relations | |
Joseph Kuo
|
Trap Kloman | |
LPL Financial
|
LPL Financial | |
Phone: 704-733-3931
|
Phone: 617-897-4574 | |
Email: media.inquiries@lpl.com
|
Email: investor.relations@lpl.com |
8
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | % | June 30, | % | |||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||
Revenues |
||||||||||||||||||||||||
Commissions |
$ | 459,882 | $ | 420,169 | 9.5 | % | $ | 911,759 | $ | 809,141 | 12.7 | % | ||||||||||||
Advisory fees |
264,289 | 215,146 | 22.8 | % | 508,376 | 421,476 | 20.6 | % | ||||||||||||||||
Asset-based fees |
90,504 | 77,436 | 16.9 | % | 180,327 | 148,886 | 21.1 | % | ||||||||||||||||
Transaction and other fees |
68,755 | 68,132 | 0.9 | % | 142,504 | 135,495 | 5.2 | % | ||||||||||||||||
Other |
10,566 | 9,278 | 13.9 | % | 24,899 | 18,569 | 34.1 | % | ||||||||||||||||
Net revenues |
893,996 | 790,161 | 13.1 | % | 1,767,865 | 1,533,567 | 15.3 | % | ||||||||||||||||
Expenses |
||||||||||||||||||||||||
Production |
634,088 | 556,538 | 13.9 | % | 1,238,415 | 1,069,740 | 15.8 | % | ||||||||||||||||
Compensation and benefits |
81,410 | 74,822 | 8.8 | % | 165,552 | 148,397 | 11.6 | % | ||||||||||||||||
General and administrative |
58,168 | 54,550 | 6.6 | % | 122,450 | 107,787 | 13.6 | % | ||||||||||||||||
Depreciation and amortization |
18,407 | 22,110 | (16.7) | % | 36,572 | 47,700 | (23.3) | % | ||||||||||||||||
Restructuring charges |
4,814 | 4,622 | 4.2 | % | 5,351 | 8,571 | (37.6) | % | ||||||||||||||||
Other |
3,476 | 3,229 | 7.6 | % | 6,162 | 8,030 | (23.3) | % | ||||||||||||||||
Total operating expenses |
800,363 | 715,871 | 11.8 | % | 1,574,502 | 1,390,225 | 13.3 | % | ||||||||||||||||
Non-operating interest expense |
18,154 | 27,683 | (34.4) | % | 36,326 | 52,019 | (30.2) | % | ||||||||||||||||
Loss on extinguishment of debt |
| 37,979 | * | | 37,979 | * | ||||||||||||||||||
Total expenses |
818,517 | 781,533 | 4.7 | % | 1,610,828 | 1,480,223 | 8.8 | % | ||||||||||||||||
Income before provision for
income taxes |
75,479 | 8,628 | * | 157,037 | 53,344 | 194.4 | % | |||||||||||||||||
Provision for income taxes |
29,972 | 628 | * | 62,531 | 19,790 | * | ||||||||||||||||||
Net income |
$ | 45,507 | $ | 8,000 | * | $ | 94,506 | $ | 33,554 | 181.7 | % | |||||||||||||
Earnings per share |
||||||||||||||||||||||||
Basic |
$ | 0.41 | $ | 0.09 | * | $ | 0.86 | $ | 0.38 | 126.3 | % | |||||||||||||
Diluted |
$ | 0.40 | $ | 0.08 | * | $ | 0.82 | $ | 0.33 | 148.5 | % |
* | Not Meaningful |
9
Three Month Quarterly Results | ||||||||||||||||||||
Q2 2011 | Q1 2011 | Q4 2010 | Q3 2010 | Q2 2010 | ||||||||||||||||
REVENUES |
||||||||||||||||||||
Commissions |
$ | 459,882 | $ | 451,877 | $ | 426,397 | $ | 385,273 | $ | 420,169 | ||||||||||
Advisory fees |
264,289 | 244,087 | 226,407 | 212,344 | 215,146 | |||||||||||||||
Asset-based fees |
90,504 | 89,823 | 87,020 | 81,599 | 77,436 | |||||||||||||||
Transaction and other fees |
68,755 | 73,749 | 68,410 | 70,243 | 68,132 | |||||||||||||||
Other |
10,566 | 14,333 | 11,721 | 10,505 | 9,278 | |||||||||||||||
Net revenues |
893,996 | 873,869 | 819,955 | 759,964 | 790,161 | |||||||||||||||
EXPENSES |
||||||||||||||||||||
Production(1)(5) |
634,088 | 604,327 | 802,167 | 525,628 | 556,538 | |||||||||||||||
Compensation and benefits |
81,410 | 84,142 | 85,632 | 74,627 | 74,822 | |||||||||||||||
General and administrative |
58,168 | 64,282 | 56,430 | 68,798 | 54,550 | |||||||||||||||
Depreciation and amortization |
18,407 | 18,165 | 18,565 | 19,772 | 22,110 | |||||||||||||||
Restructuring charges |
4,814 | 537 | 3,488 | 1,863 | 4,622 | |||||||||||||||
Other(2) |
3,476 | 2,686 | 23,001 | 3,753 | 3,229 | |||||||||||||||
Total operating expenses(2) |
800,363 | 774,139 | 989,283 | 694,441 | 715,871 | |||||||||||||||
Non-operating interest expense |
18,154 | 18,172 | 18,877 | 19,511 | 27,683 | |||||||||||||||
Loss on extinguishment of debt |
| | | | 37,979 | |||||||||||||||
Total expenses |
818,517 | 792,311 | 1,008,160 | 713,952 | 781,533 | |||||||||||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES |
75,479 | 81,558 | (188,205 | ) | 46,012 | 8,628 | ||||||||||||||
PROVISION (BENEFIT) FOR INCOME TAXES(3) |
29,972 | 32,559 | (71,645 | ) | 19,868 | 628 | ||||||||||||||
NET INCOME (LOSS) |
$ | 45,507 | $ | 48,999 | $ | (116,560 | ) | $ | 26,144 | $ | 8,000 | |||||||||
EARNINGS (LOSS) PER SHARE |
||||||||||||||||||||
Basic |
$ | 0.41 | $ | 0.44 | $ | (1.20 | ) | $ | 0.30 | $ | 0.09 | |||||||||
Diluted |
$ | 0.40 | $ | 0.43 | $ | (1.20 | ) | $ | 0.26 | $ | 0.08 | |||||||||
FINANCIAL CONDITION |
||||||||||||||||||||
Total Cash & Cash Equivalents |
$ | 681,471 | $ | 596,584 | $ | 419,208 | $ | 442,547 | $ | 402,741 | ||||||||||
Total Assets |
$ | 3,662,789 | $ | 3,694,264 | $ | 3,646,167 | $ | 3,364,896 | $ | 3,315,310 | ||||||||||
Total Debt(4) |
$ | 1,339,653 | $ | 1,343,146 | $ | 1,386,639 | $ | 1,390,132 | $ | 1,393,625 | ||||||||||
Stockholders Equity |
$ | 1,263,456 | $ | 1,265,916 | $ | 1,173,755 | $ | 927,335 | $ | 897,863 | ||||||||||
KEY METRICS |
||||||||||||||||||||
Advisors |
12,660 | 12,554 | 12,444 | 12,017 | 12,066 | |||||||||||||||
Production Payout(5) |
86.3% | 85.4% | 87.5% | 86.6% | 86.1% | |||||||||||||||
Advisory and Brokerage Assets (billions) |
$ | 340.8 | $ | 330.1 | $ | 315.6 | $ | 293.3 | $ | 276.9 | ||||||||||
Advisory Assets Under Management (billions) |
$ | 103.2 | $ | 99.7 | $ | 93.0 | $ | 86.2 | $ | 78.9 | ||||||||||
Insured Cash Account Balances (billions)(6) |
$ | 13.2 | $ | 12.3 | $ | 12.2 | $ | 11.7 | $ | 11.8 | ||||||||||
Money Market Account Balances (billions)(6) |
$ | 8.2 | $ | 6.9 | $ | 6.9 | $ | 6.9 | $ | 7.2 | ||||||||||
Adjusted EBITDA(7) |
$ | 122,997 | $ | 124,331 | $ | 99,159 | $ | 98,633 | $ | 109,864 | ||||||||||
Adjusted Earnings(7) |
$ | 58,807 | $ | 59,373 | $ | 44,677 | $ | 40,526 | $ | 46,418 | ||||||||||
Adjusted Earnings per share(7) |
$ | 0.52 | $ | 0.52 | $ | 0.42 | $ | 0.41 | $ | 0.47 |
(1) | Upon closing of the Companys IPO in the fourth quarter of 2010, the restriction on approximately 7.4 million shares of common stock issued to advisors under the Fifth Amended and Restated 2000 Stock Bonus Plan (the 2000 Stock Bonus Plan) was released. Accordingly, the Company recorded a share-based compensation charge of $222.0 million in the fourth quarter of 2010, representing the offering price of $30.00 per share multiplied by 7.4 million shares. This charge has been classified as production expense in the Companys consolidated statements of operations. |
10
(2) | Certain reclassifications have been made to previously reported amounts to make them consistent with the current period presentation. | |
(3) | The Company reported a low effective income tax rate for the three months ended June 30, 2010, due to a favorable state apportionment ruling covering the current and previous years and due to the revision of certain settlement contingencies for prior periods. The ruling resulted in a reduction of 27.8% and the revision to settlement contingencies resulted in a reduction of 9.6%, respectively, to the Companys effective income tax rate. | |
(4) | Represents borrowings on the Companys senior secured credit facility, senior unsecured subordinated notes, revolving line of credit and bank loans payable. | |
(5) | Production expense is comprised of commission and advisory fees and brokerage, clearing and exchange fees. Production payout excludes brokerage, clearing and exchange fees and is calculated as commission and advisory fees divided by commission and advisory revenues. The production payout for the three months ended December 31, 2010 excludes $222.0 million of production expense resulting from a share-based compensation charge taken at the time of the IPO. | |
(6) | Represents insured cash and money market account balances as of each reporting period. | |
(7) | The reconciliation from net (loss) income to Adjusted EBITDA and Adjusted Earnings for the periods presented is as follows (in thousands, except per share data): |
Q2 | Q1 | Q4 | Q3 | Q2 | ||||||||||||||||
2011 | 2011 | 2010 | 2010 | 2010 | ||||||||||||||||
(unaudited) | ||||||||||||||||||||
Net income (loss) |
$ | 45,507 | $ | 48,999 | $ | (116,560 | ) | $ | 26,144 | $ | 8,000 | |||||||||
Interest expense |
18,154 | 18,172 | 18,877 | 19,511 | 27,683 | |||||||||||||||
Income tax expense (benefit) |
29,972 | 32,559 | (71,645 | ) | 19,868 | 628 | ||||||||||||||
Amortization of purchased intangible assets and
software(a) |
9,686 | 9,537 | 9,257 | 9,352 | 10,938 | |||||||||||||||
Depreciation and amortization of all other fixed
assets |
8,721 | 8,628 | 9,308 | 10,420 | 11,172 | |||||||||||||||
EBITDA |
112,040 | 117,895 | (150,763 | ) | 85,295 | 58,421 | ||||||||||||||
EBITDA Adjustments: |
||||||||||||||||||||
Share-based compensation expense(b) |
3,427 | 3,860 | 2,801 | 2,853 | 2,239 | |||||||||||||||
Acquisition and integration related expenses(c) |
1,548 | 1,416 | 2,784 | 6,268 | 3,377 | |||||||||||||||
Restructuring and conversion costs(d) |
4,599 | 835 | 6,122 | 3,115 | 5,619 | |||||||||||||||
Debt amendment and extinguishment costs(e) |
| | | 28 | 38,484 | |||||||||||||||
Equity issuance and offering related costs(f) |
1,349 | 292 | 238,177 | 1,038 | 1,687 | |||||||||||||||
Other(g) |
34 | 33 | 38 | 36 | 37 | |||||||||||||||
Total EBITDA Adjustments |
10,957 | 6,436 | 249,922 | 13,338 | 51,443 | |||||||||||||||
Adjusted EBITDA |
$ | 122,997 | $ | 124,331 | $ | 99,159 | $ | 98,633 | $ | 109,864 | ||||||||||
Net income (loss) |
$ | 45,507 | $ | 48,999 | $ | (116,560 | ) | $ | 26,144 | $ | 8,000 | |||||||||
After-Tax: |
||||||||||||||||||||
EBITDA Adjustments(h) |
||||||||||||||||||||
Share-based compensation expense(i) |
2,677 | 2,901 | 2,263 | 2,257 | 1,870 | |||||||||||||||
Acquisition and integration related expenses |
955 | 874 | 1,692 | 3,809 | 2,052 | |||||||||||||||
Restructuring and conversion costs |
2,838 | 515 | 3,721 | 1,918 | 3,415 | |||||||||||||||
Debt amendment and extinguishment costs |
| | | 17 | 23,387 | |||||||||||||||
Equity issuance and offering related costs(j) |
832 | 180 | 147,912 | 631 | 1,025 | |||||||||||||||
Other |
21 | 20 | 23 | 22 | 22 | |||||||||||||||
Total EBITDA Adjustments |
7,323 | 4,490 | 155,611 | 8,654 | 31,771 | |||||||||||||||
Amortization of purchased intangible assets and
software(h)(i) |
5,977 | 5,884 | 5,626 | 5,728 | 6,647 | |||||||||||||||
Adjusted Earnings |
$ | 58,807 | $ | 59,373 | $ | 44,677 | $ | 40,526 | $ | 46,418 | ||||||||||
Adjusted Earnings per share(k) |
$ | 0.52 | $ | 0.52 | $ | 0.42 | $ | 0.41 | $ | 0.47 | ||||||||||
Weighted average shares outstanding diluted |
113,150 | 113,196 | 105,873 | 99,612 | 99,487 |
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(a) | Represents amortization of intangible assets and software as a result of the Companys purchase accounting adjustments from its 2005 merger transaction, as well as various acquisitions. | |
(b) | Represents share-based compensation for stock options awarded to employees and non-executive directors based on the grant date fair value under the Black-Scholes valuation model. | |
(c) | Represents acquisition and integration costs resulting from certain of the Companys acquisitions. Included in the three months ended September 30, 2010, are expenditures for certain legal settlements that have not been resolved with the indemnifying party. | |
(d) | Represents organizational restructuring charges and conversion and other related costs incurred resulting from the 2009 consolidation of the Affiliated Entities and the 2011 consolidation of UVEST. | |
(e) | Represents debt amendment costs incurred in 2010 for amending and restating the credit agreement to establish a new term loan tranche and to extend the maturity of an existing tranche on the senior credit facilities, and debt extinguishment costs to redeem the subordinated notes, as well as certain professional fees incurred. | |
(f) | Represents equity issuance and related offering costs. Upon closing of the IPO, the restriction on approximately 7.4 million shares of common stock issued to advisors under the 2000 Stock Bonus Plan was released. Accordingly, the Company recorded a share-based compensation charge of $222.0 million, representing the initial public offering price of $30.00 per share multiplied by 7.4 million shares. | |
(g) | Represents excise and other taxes. | |
(h) | EBITDA Adjustments and amortization of purchased intangible assets, a component of depreciation and amortization, have been tax effected using a federal rate of 35% and the applicable effective state rate, which ranged from 3.30% to 4.55%, net of the federal tax benefit. | |
(i) | Represents the after-tax expense of non-qualified stock options in which the Company receives a tax deduction upon exercise, and the full expense impact of incentive stock options granted to employees that have vested and qualify for preferential tax treatment and conversely, the Company does not receive a tax deduction. Share-based compensation for vesting of incentive stock options was $1.5 million, $1.4 million, $1.4 million, $1.3 million and $1.3 million for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively. | |
(j) | Represents the after-tax expense of equity issuance and related offering costs in which the Company receives a tax deduction, as well as the full expense impact of $8.1 million of offering costs incurred in the fourth quarter of 2010 in which the Company does not receive a tax deduction. | |
(k) | Set forth is a reconciliation of (loss) earnings per share on a fully diluted basis as calculated in accordance with GAAP to Adjusted Earnings per share: |
Q2 | Q1 | Q4 | Q3 | Q2 | ||||||||||||||||
2011 | 2011 | 2010 | 2010 | 2010 | ||||||||||||||||
(unaudited) | ||||||||||||||||||||
Earnings (loss) per share diluted |
$ | 0.40 | $ | 0.43 | $ | (1.20 | ) | $ | 0.26 | $ | 0.08 | |||||||||
Adjustment to include dilutive shares, not
included in GAAP loss per share |
| | 0.10 | | | |||||||||||||||
Adjustment for allocation of undistributed earnings
to stock units |
0.01 | | | | | |||||||||||||||
After-Tax: |
||||||||||||||||||||
EBITDA Adjustments per share |
0.06 | 0.04 | 1.47 | 0.09 | 0.32 | |||||||||||||||
Amortization of purchased intangible assets per
share |
0.05 | 0.05 | 0.05 | 0.06 | 0.07 | |||||||||||||||
Adjusted Earnings per share |
$ | 0.52 | $ | 0.52 | $ | 0.42 | $ | 0.41 | $ | 0.47 | ||||||||||
12