Delaware | 001-34963 | 20-3717839 |
(State or other jurisdictions of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Nos.) |
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)) |
Item 2.02 | Results of Operations and Financial Condition. |
Item 9.01 | Financial Statements and Exhibits. | ||
(d) | Exhibits | ||
99.1 | Press Release dated February 19, 2015 ("LPL Financial Announces Financial Results for Fourth Quarter and Full Year 2014") |
LPL FINANCIAL HOLDINGS INC. | ||
By: | /s/ Dan H. Arnold | |
Name: Dan H. Arnold | ||
Title: Chief Financial Officer |
Exhibit 99.1 | ||
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||
2014 | 2013 | % Change | 2014 | 2013 | % Change | ||||||||||||||||
Financial Highlights | (dollars in thousands, except per share data ) | ||||||||||||||||||||
GAAP Measures: | |||||||||||||||||||||
Net Revenue | $ | 1,104,268 | $ | 1,093,930 | 0.9 | % | $ | 4,373,662 | $ | 4,140,858 | 5.6 | % | |||||||||
Net Income | $ | 48,545 | $ | 44,418 | 9.3 | % | $ | 178,043 | $ | 181,857 | (2.1 | )% | |||||||||
Earnings Per Share — diluted | $ | 0.49 | $ | 0.43 | 14.0 | % | $ | 1.75 | $ | 1.72 | 1.7 | % | |||||||||
Non-GAAP Measures (unaudited): | |||||||||||||||||||||
Adjusted Earnings | $ | 66,044 | $ | 65,229 | 1.2 | % | $ | 247,621 | $ | 258,805 | (4.3 | )% | |||||||||
Adjusted Earnings Per Share | $ | 0.66 | $ | 0.63 | 4.8 | % | $ | 2.44 | $ | 2.44 | — | % | |||||||||
Adjusted EBITDA | $ | 137,953 | $ | 124,190 | 11.1 | % | $ | 516,507 | $ | 511,438 | 1.0 | % |
December 31, | ||||||||||
2014 | 2013 | % Change | ||||||||
Metric Highlights (unaudited) | ||||||||||
Advisors | 14,036 | 13,673 | 2.7 | % | ||||||
Advisory and Brokerage Assets (billions)(1) | $ | 475.1 | $ | 438.4 | 8.4 | % | ||||
Advisory Assets Under Custody (billions)(2) | $ | 175.8 | $ | 151.6 | 16.0 | % |
• | Asset Growth Trends. |
◦ | Net new advisory assets, which exclude the impact of market movement, were $4.1 billion for the three months ended December 31, 2014, primarily driven by strong advisor productivity and the continued addition of independent registered investment advisors ("Independent RIAs"). |
◦ | Assets under custody on LPL Financial's Independent RIA platform, which provides advisory fee- and commission-based capabilities for Independent RIAs grew 44.4% to $90.8 billion as of December 31, 2014, representing 322 Independent RIA firms, compared to $62.9 billion and 285 Independent RIA firms as of December 31, 2013. |
• | Revenue Growth. Key contributors to fourth quarter net revenue growth of 0.9% year-over-year included: |
◦ | Advisory revenue increased 10.0% for the fourth quarter of 2014 compared to the prior year period, driven by sustained advisor productivity, market appreciation, and net new advisor growth. |
◦ | Attachment revenue, defined as non gross dealer concessions revenue, increased 3.1% for the fourth quarter of 2014 compared to the prior year period, driven by overall asset growth within the category of asset-based fees and increased trading on our advisory platform under transaction and fees. |
◦ | Commission revenue decreased 5.0% for the fourth quarter of 2014 compared to the prior year period as alternative investment sales returned to a normalized range relative to the elevated sales that occurred in the second half of 2013, and the Company experienced soft fixed annuity product sales as interest rates remain historically low. |
◦ | Recurring revenue for the fourth quarter of 2014 expanded 4.8% year-over-year to 68.9% of net revenue, driven in part by growth in the Company's advisory business. Recurring revenue includes revenue from asset-based fees, advisory fees, trailing commissions, cash sweep revenue and certain other advisor and account based fees. |
• | Cash Sweep Program Performance. Revenue generated from the Company's cash sweep programs declined 7.2% to $25.8 million in the fourth quarter of 2014 compared to $27.8 million in the prior year period. This decline was primarily driven by the insured cash account ("ICA") program fee decreasing by 7 basis points due to fee compression in bank contracts over the last 12 months, which lowered the ICA fee in the fourth quarter of 2014 to 55 basis points compared to 62 basis points in the prior year period. |
• | Regulatory Charges. The Company incurred $4.9 million of regulatory charges in the fourth quarter, which primarily reflect the expense for addressing the resolution of ongoing regulatory matters. For the year, the Company had $36.3 million of regulatory charges related to the cost of regulatory remediation, which includes fines and restitution. The charges for 2014 were approximately four times the level of charges the Company incurred over the prior two year average. |
• | Capital Management Activity |
◦ | The Company spent $125.1 million in the fourth quarter to buy back 2.9 million shares of its common stock, at an average price per share of $42.98. For the year, the Company spent $275.1 million to buy back 5.9 million shares at an average share price of $46.63. Since its initial public offering in 2010, the Company has repurchased 21.1 million shares at an average price per share of $37.00 as of December 31, 2014. |
◦ | The Company's Board of Directors approved a 4.2% increase to the quarterly cash dividend to $0.25 per share of the Company's common stock, to be paid on March 16, 2015, to all shareholders of record on March 2, 2015. The declarations of any future quarterly dividends, as well as the timing of record and payment dates, remain subject to approval by the Board of Directors. |
• | Industry Recognition of LPL Financial Advisors. Several leading financial publications have recently honored advisors affiliated with LPL Financial for their outstanding performance and service. |
• | LPL Financial Launched a New Resource Center To Better Serve Advisors and Institutions. The new portal was designed to provide streamlined access to the breadth of LPL Financial’s resources and create added value to advisors by generating efficiencies in managing and growing their businesses. |
• | David Reich named one of 401k Wire's Most Influential of 2014. LPL Financial's executive vice president of Retirement Partners, David Reich, was recently ranked eighth among the 100 Most Influential People of 2014 by 401k Wire. David Reich joined LPL Financial in 2011 and within his tenure has built out the retirement platform by implementing new services and technology used by advisors to support their retirement plan business. As of year-end LPL Financial supports over an estimated 40,000 businesses with approximately $115 billion in plan assets that are in addition to our $475 billion in retail assets. |
• | LPL Financial Won Two 2014 Learning in Practice Awards. LPL Financial was awarded the gold in Strategy and the bronze in Collaboration, recognizing the Company's exceptional leadership in developing and executing two landmark organizational development and training programs: LPL U, a corporate university with colleges aligned to specific learning needs of various business groups, and Pathways Career Development Center. In addition to the Learning In Practice Awards, LPL Financial won a silver Brandon Hall Group Excellence in Learning Award for Best in Learning Strategy and Governance for its "Smarter, Simpler, More Personal Integrated Talent Management" program. |
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||||||||
2014 | 2013 | % Change | 2014 | 2013 | % Change | ||||||||||||||||
Revenues | |||||||||||||||||||||
Commission | $ | 528,355 | $ | 556,176 | (5.0 | )% | $ | 2,118,494 | $ | 2,077,566 | 2.0 | % | |||||||||
Advisory | 339,943 | 308,931 | 10.0 | % | 1,337,959 | 1,187,352 | 12.7 | % | |||||||||||||
Asset-based | 122,101 | 112,272 | 8.8 | % | 476,595 | 430,990 | 10.6 | % | |||||||||||||
Transaction and fee | 93,537 | 89,444 | 4.6 | % | 369,821 | 361,252 | 2.4 | % | |||||||||||||
Other | 20,332 | 27,107 | (25.0 | )% | 70,793 | 83,698 | (15.4 | )% | |||||||||||||
Net revenues | 1,104,268 | 1,093,930 | 0.9 | % | 4,373,662 | 4,140,858 | 5.6 | % | |||||||||||||
Expenses | |||||||||||||||||||||
Production | 768,917 | 773,811 | (0.6 | )% | 3,047,717 | 2,892,844 | 5.4 | % | |||||||||||||
Compensation and benefits | 104,370 | 101,650 | 2.7 | % | 421,829 | 400,967 | 5.2 | % | |||||||||||||
General and administrative | 99,209 | 108,293 | (8.4 | )% | 422,441 | 373,368 | 13.1 | % | |||||||||||||
Depreciation and amortization | 26,227 | 22,052 | 18.9 | % | 96,845 | 83,503 | 16.0 | % | |||||||||||||
Restructuring charges | 8,179 | 10,335 | (20.9 | )% | 34,652 | 30,186 | 14.8 | % | |||||||||||||
Other | — | (15 | ) | (100.0 | )% | — | 9,279 | (100.0 | )% | ||||||||||||
Total operating expenses | 1,006,902 | 1,016,126 | (0.9 | )% | 4,023,484 | 3,790,147 | 6.2 | % | |||||||||||||
Non-operating interest expense | 12,887 | 13,256 | (2.8 | )% | 51,538 | 51,446 | 0.2 | % | |||||||||||||
Loss on extinguishment of debt | 3,943 | — | 100.0 | % | 3,943 | 7,962 | (50.5 | )% | |||||||||||||
Total expenses | 1,023,732 | 1,029,382 | (0.5 | )% | 4,078,965 | 3,849,555 | 6.0 | % | |||||||||||||
Income before provision for income taxes | 80,536 | 64,548 | 24.8 | % | 294,697 | 291,303 | 1.2 | % | |||||||||||||
Provision for income taxes | 31,991 | 20,130 | 58.9 | % | 116,654 | 109,446 | 6.6 | % | |||||||||||||
Net income | $ | 48,545 | $ | 44,418 | 9.3 | % | $ | 178,043 | $ | 181,857 | (2.1 | )% | |||||||||
Earnings per share | |||||||||||||||||||||
Basic | $ | 0.50 | $ | 0.44 | 13.6 | % | $ | 1.78 | $ | 1.74 | 2.3 | % | |||||||||
Diluted | $ | 0.49 | $ | 0.43 | 14.0 | % | $ | 1.75 | $ | 1.72 | 1.7 | % | |||||||||
Weighted average shares outstanding — basic | 97,853 | 101,812 | (3.9 | )% | 99,847 | 104,698 | (4.6 | )% | |||||||||||||
Weighted average shares outstanding — diluted | 99,469 | 103,411 | (3.8 | )% | 101,651 | 106,003 | (4.1 | )% |
a. | Adjusted EBITDA, Adjusted Earnings, and Adjusted Earnings per share do not reflect all cash expenditures, or contractual commitments; and do not reflect changes in, or cash requirements for, working capital needs; and |
b. | Adjusted EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on debt. |
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(unaudited) | |||||||||||||||
Net income | $ | 48,545 | $ | 44,418 | $ | 178,043 | $ | 181,857 | |||||||
Non-operating interest expense | 12,887 | 13,256 | 51,538 | 51,446 | |||||||||||
Provision for income taxes | 31,991 | 20,130 | 116,654 | 109,446 | |||||||||||
Amortization of intangible assets | 9,822 | 9,731 | 38,868 | 39,006 | |||||||||||
Depreciation and amortization of fixed assets | 16,405 | 12,321 | 57,977 | 44,497 | |||||||||||
EBITDA | 119,650 | 99,856 | 443,080 | 426,252 | |||||||||||
EBITDA Adjustments: | |||||||||||||||
Employee share-based compensation expense(a) | 5,159 | 4,029 | 21,246 | 15,434 | |||||||||||
Acquisition and integration related expenses(b) | 650 | 12,534 | 1,414 | 19,890 | |||||||||||
Restructuring and conversion costs(c) | 8,177 | 9,887 | 34,783 | 30,812 | |||||||||||
Debt amendment and extinguishment costs(d) | 4,361 | — | 4,361 | 7,968 | |||||||||||
Other(e) | (44 | ) | (2,116 | ) | 11,623 | 11,082 | |||||||||
Total EBITDA Adjustments | 18,303 | 24,334 | 73,427 | 85,186 | |||||||||||
Adjusted EBITDA | $ | 137,953 | $ | 124,190 | $ | 516,507 | $ | 511,438 |
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(unaudited) | |||||||||||||||
Net income | $ | 48,545 | $ | 44,418 | $ | 178,043 | $ | 181,857 | |||||||
After-Tax: | |||||||||||||||
EBITDA Adjustments(f) | |||||||||||||||
Employee share-based compensation expense(g) | 3,397 | 2,854 | 14,175 | 11,109 | |||||||||||
Acquisition and integration related expenses(h) | 399 | 7,733 | 366 | 10,919 | |||||||||||
Restructuring and conversion costs | 5,021 | 6,100 | 21,357 | 19,011 | |||||||||||
Debt amendment and extinguishment costs | 2,678 | — | 2,678 | 4,916 | |||||||||||
Other(i) | (27 | ) | (1,880 | ) | 7,137 | 6,926 | |||||||||
Total EBITDA Adjustments | 11,468 | 14,807 | 45,713 | 52,881 | |||||||||||
Amortization of intangible assets(f) | 6,031 | 6,004 | 23,865 | 24,067 | |||||||||||
Adjusted Earnings | $ | 66,044 | $ | 65,229 | $ | 247,621 | $ | 258,805 | |||||||
Adjusted Earnings per share(j) | $ | 0.66 | $ | 0.63 | $ | 2.44 | $ | 2.44 | |||||||
Weighted average shares outstanding — diluted | 99,469 | 103,411 | 101,651 | 106,003 |
(a) | Represents share-based compensation for equity awards granted to employees, officers, and directors. Such awards are measured based on the grant-date fair value and recognized over the requisite service period of the individual awards, which generally equals the vesting period. |
(b) | Represents acquisition and integration costs resulting from various acquisitions, including changes in the estimated fair value of future payments, or contingent consideration, that may be required to be made to former shareholders of certain acquired entities. |
(c) | Represents organizational restructuring charges, conversion, and other related costs resulting from the expansion of the Company's Service Value Commitment initiative. |
(d) | Represents expenses incurred resulting from the early extinguishment and repayment of amounts outstanding under prior senior secured credit facilities, including the accelerated recognition of unamortized debt issuance costs that had no economic benefit, as well as various other charges incurred in connection with the repayment under prior senior secured credit facilities and the establishment of new or amended senior secured credit facilities. |
(e) | Results for the three and twelve months ended December 31, 2014 include approximately $0.4 million and $9.6 million, respectively, in parallel rent, property tax, common area maintenance expenses, and fixed asset disposals incurred in connection with the Company's relocation to its San Diego office building. Results for the three months ended December 31, 2013 include a $2.3 million gain related to the sale of an equity investment. Results for the year ended December 31, 2013 include costs related to the NestWise Closure, consisting of: i) the derecognition of $10.2 million of goodwill; ii) $8.4 million of fixed asset charges that were determined to have no future economic benefit; iii) severance and termination benefits; and iv) a $9.3 million decrease in the estimated fair value of contingent consideration as related milestones were not achieved. Results for the year ended December 31, 2013 also include $2.7 million of severance and termination benefits related to a change in management structure, and a $2.3 million gain related to the sale of an equity investment. Other amounts include certain excise and other taxes. |
(f) | Generally, EBITDA Adjustments and amortization of intangible assets have been tax effected using a federal rate of 35.0% and the applicable effective state rate, which was 3.6% and 3.3%, net of the federal tax benefit, for the periods ended December 31, 2014 and 2013, respectively, except as discussed in footnotes (g) and (h) below. |
(g) | Includes the impact of incentive stock options granted to employees that qualify for preferential tax treatment and conversely for which the Company does not receive a tax deduction. |
(h) | The results for the twelve months ended December 31, 2013 include reductions of expense of $3.8 million relating to the estimated fair value of contingent consideration for the stock acquisition of Concord Capital Partners, Inc., that is not deductible for tax purposes. |
(i) | Results for the year ended December 31, 2013 include the impact of: i) the derecognition of $10.2 million of goodwill and ii) a $9.3 million decrease in the estimated fair value of contingent consideration related to the NestWise Closure. Results for the three months ended December 31, 2013 include $1.5 million decrease in the estimated fair value of contingent consideration related to the NestWise Closure. Other amounts include the after-tax expense of excise and other taxes. |
(j) | Represents Adjusted Earnings, a non-GAAP measure, 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: |
Three Months Ended December 31, | Years Ended December 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
(unaudited) | |||||||||||||||
Earnings per share — diluted | $ | 0.49 | $ | 0.43 | $ | 1.75 | $ | 1.72 | |||||||
After-Tax: | |||||||||||||||
EBITDA Adjustments per share | 0.11 | 0.14 | 0.45 | 0.49 | |||||||||||
Amortization of intangible assets per share | 0.06 | 0.06 | 0.24 | 0.23 | |||||||||||
Adjusted Earnings per share | $ | 0.66 | $ | 0.63 | $ | 2.44 | $ | 2.44 |
Investor Relations | Media Relations |
Trap Kloman | Brett Weinberg |
LPL Financial | LPL Financial |
Phone: (617) 897-4574 | Phone: (980) 321-1904 |
Email: investor.relations@lpl.com | Email: brett.weinberg@lpl.com |