GlobeNewswire Inc | Feb 11, 2021 04:15PM EST

February 11, 2021

CONCORD, Calif., Feb. 11, 2021 (GLOBE NEWSWIRE) -- AssetMark Financial Holdings, Inc. (NYSE: AMK) today announced financial results for the quarter and full year ended December 31, 2020.

Fourth Quarter 2020 Financial and Operational Highlights

-- Net loss for the quarter was $9.9 million, or $0.15 per share. -- Adjusted net income for the quarter was$22.2 million, or$0.31per share, on total revenue of$110.9 million. -- Adjusted EBITDA for the quarter was$32.0 million, or 28.9% of total revenue. -- Platform assets increased 21.0% year-over-year and 10.8% quarter-over-quarter to $74.5 billion, aided by quarterly net flows of $1.5 billion and market impact net of fees of $5.7 billion. -- Annual net flows as a percentage of beginning-of-year platform assets were 8.9%. -- More than 3,900 new households and 177 new producing advisors joined the AssetMark platform during the fourth quarter. In total, as of December 31, 2020 there were over 8,450 advisors (approximately 2,500 were engaged advisors) and over 186,500 investor households on the AssetMark platform. -- We realized 21.3% annualized production lift from existing advisors for the fourth quarter, indicating that advisors continued to grow organically and increase wallet share on our platform.

The strength and resiliency of AssetMarks business, advisors and employees was the key theme in 2020. It was this strength and resiliency that drove phenomenal operating results during the year. In 2020, we added $12.9 billion in assets, over 300 engaged advisors and over 24,000 households to our platform. We attracted over 740 new producing advisors who realized the value in outsourcing to AssetMark. Our 2020 net flows were exceptional, and we ended the year with our highest platform asset total ever, said Charles Goldman, President and CEO. These fantastic operating results translated to solid financial results, which were highlighted by top and bottom-line growth and margin expansion. I could not be more proud of our business, our Associates and the advisors that have chosen our platform.

Goldman concluded, Building off the strong momentum in 2020, we are already off to an amazing start in 2021. Our pipeline of projects, new products, and client experience improvements is robust, and work is already underway as our core pillars continue to define our strategy and guide our investments. We are also focused on our 2021 strategic initiative of attracting RIAs and hybrid advisors. Later this month, we will launch AssetMark Institutional, which will deliver tailored products, technology, services and community resources for RIAs and their clients. I have never been more excited about our companys future.

Fourth Quarter 2020 Key Operating Metrics

4Q20 4Q19 Variance per yearOperational metrics: Platform assets (at period-beginning) (millions of 67,254 57,902 16.2%dollars)Net flows (millions of dollars) 1,533 1,108 38.3%Market impact net of fees (millions of dollars) 5,734 2,598 120.7%Acquisition impact (millions of dollars) 0 0 NMPlatform assets (at period-end) (millions of 74,520 61,608 21.0%dollars)Net flows lift (% of beginning of year platform 2.5% 2.5% 0 bpsassets)Advisors (at period-end) 8,454 7,958 6.2%Engaged advisors (at period-end) 2,536 2,230 13.7%Assets from engaged advisors (at period-end) 67,300 54,853 22.7%(millions of dollars)Households (at period-end) 186,602 162,225 15.0%New producing advisors 177 213 (16.9%)Production lift from existing advisors (annualized 21.3% 25.2% (390 bps)%)Assets in custody at ATC (at period-end) (millions 53,878 43,393 24.2%of dollars)ATC client cash (at period-end) (millions of 2,618 1,876 39.6%dollars) Financial metrics: Total revenue (millions of dollars) 111 111 (0.1%)Net income (loss) (millions of dollars) (9.9) (2.7) NMNet income (loss) margin (%) (8.9%) (2.5%) (640 bps)Capital expenditure (millions of dollars) 8.0 6.2 29.6% Non-GAAP financial metrics: Adjusted EBITDA (millions of dollars) 32.0 29.3 9.2%Adjusted EBITDA margin (%) 28.9% 26.4% 250 bpsAdjusted net income (millions of dollars) 22.2 19.7 12.8%Note: Percentage variance based on actual numbers, not rounded results

Full Year 2020 Key Operating Metrics

2020 2019 Variance per yearOperational metrics: Platform assets (at period-beginning) (millions of 61,608 44,855 37.3%dollars)Net flows (millions of dollars) 5,483 5,389 1.7%Market impact net of fees (millions of dollars) 5,369 7,575 (29.1%)Acquisition impact (millions of dollars) 2,060 3,789 (45.6%)Platform assets (at period-end) (millions of 74,520 61,608 21.0%dollars)Net flows lift (% of beginning of year platform 8.9% 12.0% (310 bps)assets)Advisors (at period-end) 8,454 7,958 6.2%Engaged advisors (at period-end) 2,536 2,230 13.7%Assets from engaged advisors (at period-end) 67,300 54,853 22.7%(millions of dollars)Households (at period-end) 186,602 162,225 15.0%New producing advisors 743 894 (16.9%)Production lift from existing advisors 19.9% 24.4% (450 bps)Assets in custody at ATC (at period-end) (millions 53,878 43,393 24.2%of dollars)ATC client cash (at period-end) (millions of 2,618 1,876 39.6%dollars) Financial metrics: Total revenue (millions of dollars) 432 418 3.4%Net income (loss) (millions of dollars) (7.8) (0.4) NMNet income (loss) margin (%) (1.8%) (0.1%) (170 bps)Capital expenditure (millions of dollars) 29.1 22.5 29.2% Non-GAAP financial metrics: Adjusted EBITDA (millions of dollars) 115.0 109.9 4.7%Adjusted EBITDA margin (%) 26.6% 26.3% 30 bpsAdjusted net income (millions of dollars) 73.2 66.1 10.7%Note: Percentage variance based on actual numbers, not rounded results

Webcast and Conference Call Information

AssetMark will host a live conference call and webcast to discuss its fourth quarter and full year 2020 results. In conjunction with this earnings press release, AssetMark has posted an earnings presentation on its investor relations website at http://ir.assetmark.com. Conference call and webcast details are as follows:

-- Date: February 11, 2021 -- Time: 2:00 p.m. PT; 5:00 p.m. ET -- Phone: Listeners can pre-register for the conference call here: http://www.directeventreg.com/registration/event/4646665. Upon registering, you will be provided with participant dial-in numbers, passcode and unique registrant ID. In the 10 minutes prior to the call start time, you may use the conference access information (dial in number, direct event passcode and registrant ID) provided in the confirmation email received at the point of registering to join the call directly. -- Webcast: http://ir.assetmark.com. Please access the website 10 minutes prior to the start time. The webcast will be available in recorded form at http://ir.assetmark.com for 14 days from February 11, 2021.

About AssetMark Financial Holdings, Inc.

AssetMark is a leading provider of extensive wealth management and technology solutions that power independent financial advisors and their clients. Through AssetMark, Inc., its investment advisor subsidiary registered with the Securities and Exchange Commission, AssetMark operates a platform that comprises fully integrated technology, personalized and scalable service and curated investment platform solutions designed to make a difference in the lives of advisors and their clients. AssetMark had $74.5 billion in platform assets as of December 31, 2020 and has a history of innovation spanning more than 20 years.

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 may, might, will, should, expects, plans, anticipates, intends, believes, estimates, predicts, potential or continue, the negative of these terms and other comparable terminology that conveys uncertainty of future events or outcomes. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to differ materially from statements made in this press release, including in relation to our ability to attract and retain advisors, competition in the industry in which we operate, the interest rate environment, shifting investor preferences, our market share and the size of our addressable market, our financial performance, investments in new products, services and capabilities, our ability to execute strategic transactions, legal and regulatory developments and general market, political, economic and business conditions. 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 Managements Discussion and Analysis of Financial Condition and Results of Operations in our prospectus dated July 17, 2019 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and in our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, 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 also be set forth in our Annual Report on Form 10-K for the year ended December 31, 2020, which is expected to be filed in mid-March. All information provided in this 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.

AssetMark Financial Holdings, Inc. Unaudited Condensed Consolidated Balance Sheets(in thousands except share data and par value)

December31, December31, 2020 2019ASSETS Current assets: Cash and cash equivalents $ 70,619 $ 96,341 Restricted cash 11,000 9,000 Investments, at fair value 10,577 7,275 Fees and other receivables, net 8,891 9,679 Income tax receivable, net 8,596 3,994 Prepaid expenses and other current assets 13,637 6,565 Total current assets 123,320 132,854 Property, plant and equipment, net 7,388 7,067 Capitalized software, net 68,835 69,814 Other intangible assets, net 655,736 651,915 Operating lease right-of-use assets 27,496 ? Goodwill 338,848 327,310 Other assets 1,965 ? Total assets $ 1,223,588 $ 1,188,960 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,199 $ 967 Accrued liabilities and other current liabilities 43,694 40,610 Total current liabilities 45,893 41,577 Long-term debt, net 75,000 121,692 Other long-term liabilities 16,302 16,440 Long-term portion of operating lease liabilities 31,820 ? Deferred income tax liabilities, net 149,500 150,390 Total long-term liabilities 272,622 288,522 Total liabilities 318,515 330,099 Commitments and contingencies ? ? Stockholders' equity: Common stock, $0.001 par value (675,000,000shares authorized and 72,459,255 and 72,390,080 72 72 shares issued and outstanding as of December 31,2020 and 2019, respectively)Additional paid-in capital 850,430 796,406 Retained earnings 54,571 62,383 Total stockholders' equity 905,073 858,861 Total liabilities and stockholders' equity $ 1,223,588 $ 1,188,960

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

Three months ended Year Ended December31, December31, 2020 2019 2020 2019Revenue: Asset-based revenue $ 107,854 $ 101,171 $ 412,023 $ 377,718 Spread-based 2,490 8,589 16,618 34,586 revenueOther revenue 576 1,248 3,438 5,632 Total revenue 110,920 111,008 432,079 417,936 Operating expenses: Asset-based 34,165 32,726 132,695 125,985 expensesSpread-based 545 1,385 2,703 5,014 expensesEmployee 44,821 45,571 176,483 154,999 compensationGeneral and 13,770 16,573 62,466 58,028 operating expensesProfessional fees 4,473 3,506 15,100 14,084 Depreciation and 9,300 8,324 35,126 30,356 amortizationTotal operating 107,074 108,085 424,573 388,466 expensesInterest expense 1,142 1,702 5,588 12,269 Other expenses, net 1,692 ? 1,687 2,296 Income before 1,012 1,221 231 14,905 income taxesProvision for 10,877 3,961 8,043 15,325 income taxesNet loss (9,865 ) (2,740 ) (7,812 ) (420 )Net comprehensive $ (9,865 ) $ (2,740 ) $ (7,812 ) $ (420 )lossNet loss per shareattributable to commonstockholders:Basic $ (0.15 ) $ (0.04 ) $ (0.12 ) $ (0.01 )Diluted $ (0.15 ) $ (0.04 ) $ (0.12 ) $ (0.01 )Weighted averagenumber of common 67,810,682 72,393,387 67,361,995 66,298,553 shares outstanding,basicWeighted averagenumber of common 67,810,682 72,393,387 67,361,995 66,298,553 shares outstanding,diluted

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

Three months ended Year Ended December31, December31, 2020 2019 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIESNet loss $ (9,865 ) $ (2,740 ) $ (7,812 ) $ (420 )Adjustments to reconcile netloss to net cash provided by operating activities:Depreciation and 9,300 8,324 35,126 30,356 amortizationInterest 150 47 606 525 Deferred income taxes (1,299 ) 1,324 (706 ) 1,497 Share-based compensation 13,796 14,109 53,837 36,202 Debt acquisition cost 1,729 ? 1,729 2,296 write-downImpairment of right-of-useassets and property, plant, 139 ? 2,520 ? and equipmentChanges in certain assets and liabilities:Fees and other receivables, (1,328 ) (112 ) 1,525 (726 )netReceivables from related (101 ) 314 (143 ) ? partyPrepaid expenses and other (2,395 ) (391 ) 2,401 (1,852 )current assetsAccounts payable, accruedexpenses and other 5,626 2,079 (7,534 ) (9,719 )liabilitiesIncome tax receivable, net 6,796 (1,908 ) (4,602 ) (3,076 )Net cash provided by 22,548 21,046 76,947 55,083 operating activitiesCASH FLOWS FROM INVESTING ACTIVITIESPurchase of Global Financial ? (117 ) ? (35,906 )Private Capital, LLCPurchase of WBI OBSFinancial, Inc., net of cash ? ? (18,561 ) ? receivedPurchase of investments (488 ) (17 ) (2,384 ) (1,594 )Sale of investments 28 ? 40 82 Purchase of property and (613 ) (541 ) (2,901 ) (1,882 )equipmentPurchase of computer (7,414 ) (5,624 ) (26,164 ) (20,614 )softwareNet cash used in investing (8,487 ) (6,299 ) (49,970 ) (59,914 )activitiesCASH FLOWS FROM FINANCING ACTIVITIESProceeds from exercise of ? ? 187 ? stock optionsInitial public offering ? (142 ) ? 124,068 proceedsPayments on long-term debt (123,750 ) ? (123,750 ) (126,250 )Proceeds from credit 73,019 ? 73,019 ? facility draw downRevolving credit facility (155 ) ? (155 ) ? issuance costsNet cash used in provided by (50,886 ) (142 ) (50,699 ) (2,182 )financing activitiesNet change in cash, cashequivalents, and restricted (36,825 ) 14,605 (23,722 ) (7,013 )cashCash, cash equivalents, andrestricted cash at beginning 118,444 90,736 105,341 112,354 of periodCash, cash equivalents, andrestricted cash at end of $ 81,619 $ 105,341 $ 81,619 $ 105,341 period

SUPPLEMENTAL CASH FLOW INFORMATION Income taxes paid $ 4,649 $ 4,333 $ 13,456 $ 16,116 Interest paid $ 984 $ 1,652 $ 4,969 $ 11,728 Non-cash operating activities: Non-cash changes to right-of-use $ 62 $ ? $ 38,796 $ ? assetsNon-cash changes to lease liabilities $ 62 $ ? $ 40,140 $ ?

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 ongoingoperations 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 presentedfor 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, litigation 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.

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.

Set forth below is a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted EBITDA for the three months and years ended December 31, 2020 and 2019 (unaudited).

For the three months For the three months ended December31, ended December31,(in thousands except 2020 2019 2020 2019 for percentages)Net loss $ (9,865 ) $ (2,740 ) (8.9 )% (2.5 ) %Provision for income 10,877 3,961 9.8 % 3.6 %taxesInterest income (loss) (57 ) (224 ) (0.1 )% (0.2 ) %Interest expense 1,142 1,702 1.1 % 1.6 %Amortization/ 9,300 8,324 8.4 % 7.5 %depreciationEBITDA $ 11,397 $ 11,023 10.3 % 10.0 %Share-based 13,796 14,109 12.4 % 12.7 %compensation^(1)IPO readiness^(2) ? 488 ? 0.4 %Reorganization and 2,348 705 2.1 % 0.6 %integration costs^(3)Acquisition expenses^ 2,320 2,999 2.1 % 2.7 %(4)Debt acquisition cost 1,729 ? 1.6 % ? write-down^(5)Business continuity 185 ? 0.2 % ? plan ^(6)Office closures^(7) 276 ? 0.2 % ? Other expense (38 ) ? ? ? Adjusted EBITDA $ 32,013 $ 29,324 28.9 % 26.4 %

Year Ended December Year Ended December 31, 31,(in thousands except for 2020 2019 2020 2019 percentages)Net loss $ (7,812 ) $ (420 ) (1.8 )% (0.1 ) %Provision for income taxes 8,043 15,325 1.9 % 3.6 %Interest income (loss) (899 ) (2,510 ) (0.2 )% (0.6 ) %Interest expense 5,588 12,269 1.3 % 2.9 %Amortization/depreciation 35,126 30,356 8.1 % 7.3 %EBITDA $ 40,046 $ 55,020 9.3 % 13.1 %Share-based 53,837 36,202 12.4 % 8.7 %compensation^(1)IPO readiness^(2) ? 3,323 ? 0.8 %Reorganization and 2,596 1,655 0.6 % 0.4 %integration costs^(3)Acquisition expenses^(4) 12,558 11,392 2.9 % 2.8 %Debt acquisition cost 1,729 2,296 0.4 % 0.5 %write-down^(5)Business continuity plan ^(6) 1,568 ? 0.4 % ? Office closures^(7) 2,755 ? 0.6 % ? Other expense (42 ) ? ? ? Adjusted EBITDA $ 115,047 $ 109,888 26.6 % 26.3 %

(1) Share-based compensation represents granted share-based compensation in the form of Class C Common Units (which are incentive units) of AssetMark Holdings LLC, our former parent company, and RSA, restricted stock unit, stock option grants and stock appreciation rights 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) IPO readiness includes professional fees related to our preparation for becoming a public company. These expenses primarily include services for financial and human resources systems implementation, executive compensation assessments and other consulting services. Although these expenses occurred in 2019, these expenses are nonrecurring as they are limited to our public-company readiness preparation and do not include ongoing public-company compliance costs.(3) 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.(4) Acquisition expenses includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions.(5) Debt acquisition cost write-down represents capitalized debt issuance costs extinguished due to the repayment of $124 million of our outstanding indebtedness under the Term Loan in July 2019 and repayment of $124 million remaining outstanding indebtedness under the Term Loan in December 2020. The July 2019 repayment was considered a substantial modification and the debt was considered fully extinguished as of December 31, 2020.(6) Business continuity plan includes incremental compensation and other costs that are directly related to operations while transitioning to a remote workforce and other costs due to the COVID-19 pandemic.(7) Office closures represents one-time expenses related to closing facilities.

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 the three months and years ended December 31, 2020 and 2019, broken out by compensation and non-compensation expenses.

Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 (in thousands) Compensation Non- Total Compensation Non- Total Compensation CompensationShare-basedcompensation^ $ 13,796 $ ? $ 13,796 $ 14,109 $ ? $ 14,109 (1)IPO readiness^ ? ? ? ? 488 488 (2)Reorganizationand 2,335 13 2,348 538 167 705 integrationcosts^(3)Acquisition 1,164 1,156 2,320 1,349 1,650 2,999 expenses^(4)Debtacquisition ? 1,729 1,729 ? ? ? costwrite-down^(5)Businesscontinuity ? 184 184 ? ? ? plan ^(6)Office ? 276 276 ? ? ? closures^(7)Other expense ? (38 ) (38 ) ? ? ? Totaladjustments to $ 17,295 $ 3,320 $ 20,615 $ 15,996 $ 2,305 $ 18,301 adjustedEBITDA

Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 (in Compensation Non- Total Compensation Non- Total percentages) Compensation CompensationShare-basedcompensation^ 12.4 % ? 12.4 % 12.7 % ? 12.7 %(1)IPO readiness^ ? ? ? ? 0.4 % 0.4 %(2)Reorganizationand 2.1 % ? 2.1 % 0.5 % 0.1 % 0.6 %integrationcosts^(3)Acquisition 1.0 % 1.0 % 2.0 % 1.2 % 1.5 % 2.7 %expenses^(4)Debtacquisition ? 1.6 % 1.6 % ? ? ? costwrite-down^(5)Businesscontinuity ? 0.2 % 0.2 % ? ? ? plan ^(6)Office ? 0.2 % 0.2 % ? ? ? closures^(7)Other expense ? ? ? ? ? ? Totaladjustments toadjusted 15.5 % 3.0 % 18.5 % 14.4 % 2.0 % 16.4 %EBITDA margin%

Year Ended December 31, 2020 Year Ended December 31, 2019 (in thousands) Compensation Non- Total Compensation Non- Total Compensation CompensationShare-basedcompensation^ $ 53,837 $ ? $ 53,837 $ 36,202 $ ? $ 36,202 (1)IPO readiness^ ? ? ? ? 3,323 3,323 (2)Reorganizationand 2,585 11 2,596 1,369 286 1,655 integrationcosts^(3)Acquisition 6,022 6,536 12,558 4,874 6,518 11,392 expenses^(4)Debtacquisition ? 1,729 1,729 ? 2,296 2,296 costwrite-down^(5)Businesscontinuity 1,082 486 1,568 ? ? ? plan ^(6)Office ? 2,755 2,755 ? ? ? closures^(7)Other expense ? (42 ) (42 ) ? ? ? Totaladjustments to $ 63,526 $ 11,475 $ 75,001 $ 42,445 $ 12,423 $ 54,868 adjustedEBITDA

Year Ended December 31, 2020 Year Ended December 31, 2019 (in Compensation Non- Total Compensation Non- Total percentages) Compensation CompensationShare-basedcompensation^ 12.4 % ? 12.4 % 8.7 % ? 8.7 %(1)IPO readiness^ ? ? ? ? 0.8 % 0.8 %(2)Reorganizationand 0.6 % ? 0.6 % 0.3 % 0.1 % 0.4 %integrationcosts^(3)Acquisition 1.4 % 1.5 % 2.9 % 1.2 % 1.6 % 2.8 %expenses^(4)Debtacquisition ? 0.4 % 0.4 % ? 0.5 % 0.5 %costwrite-down^(5)Businesscontinuity 0.3 % 0.1 % 0.4 % ? ? ? plan ^(6)Office ? 0.6 % 0.6 % ? ? ? closures^(7)Other expense ? ? ? ? ? ? Totaladjustments toadjusted 14.7 % 2.6 % 17.3 % 10.2 % 3.0 % 13.2 %EBITDA margin%

(1) Share-based compensation represents granted share-based compensation in the form of Class C Common Units (which are incentive units) of AssetMark Holdings LLC, our former parent company, and RSA, restricted stock unit, stock option grants and stock appreciation rights 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) IPO readiness includes professional fees related to our preparation for becoming a public company. These expenses primarily include services for financial and human resources systems implementation, executive compensation assessments and other consulting services. Although these expenses occurred in 2019, these expenses are nonrecurring as they are limited to our public-company readiness preparation and do not include ongoing public-company compliance costs.(3) 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.(4) Acquisition expenses includes employee severance, transition and retention expenses, duplicative general and administrative expenses and other professional fees related to acquisitions.(5) Debt acquisition cost write-down represents capitalized debt issuance costs extinguished due to the repayment of $124 million of our outstanding indebtedness under the Term Loan in July 2019 and repayment of $124 million remaining outstanding indebtedness under the Term Loan in December 2020. The July 2019 repayment was considered a substantial modification and the debt was considered fully extinguished as of December 31, 2020.(6) Business continuity plan includes incremental compensation and other costs that are directly related to operations while transitioning to a remote workforce and other costs due to the COVID-19 pandemic.(7) Office closures represents one-time expenses related to closing facilities.

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 have historically not used adjusted net income for internal management reporting and evaluation purposes; however, 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, 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 expense can vary substantially from company to company and from period to period depending upon each companys 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.

Set forth below is a reconciliation from net income, the most directly comparable GAAP financial measure, to adjusted net income for the three months and years ended December 31, 2020 and 2019 (unaudited).

Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 (in thousands) Compensation Non- Total Compensation Non- Total Compensation CompensationNet income (loss) $ (9,865 ) $ (2,740 )Acquisition-related $ ? $ 5,108 5,108 $ ? $ 5,108 5,108 amortization^(1)Expense adjustments^ 3,499 3,320 6,819 1,888 2,305 4,193 (2)Share-based 13,796 ? 13,796 14,109 ? 14,109 compensationTax effect of (910 ) 7,227 6,317 (491 ) (527 ) (1,018 )adjustments^(3)Adjusted net income $ 22,175 $ 19,652

Year Ended December 31, 2020 Year Ended December 31, 2019 (in thousands) Compensation Non- Total Compensation Non- Total Compensation CompensationNet income (loss) $ (7,812 ) $ (420 )Acquisition-related $ ? $ 20,432 20,432 $ ? $ 20,432 20,432 amortization^(1)Expense adjustments^(2) 9,689 11,475 21,164 6,243 12,423 18,666 Share-based 53,837 ? 53,837 36,202 ? 36,202 compensationTax effect of (2,519 ) (11,919 ) (14,438 ) (1,623 ) (7,142 ) (8,765 )adjustments^(3)Adjusted net income $ 73,183 $ 66,115

(1)Relates to intangible assets established in connection with HTSCs 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)Reflects the tax impact of expense adjustments and acquisition-related amortization.

SOURCE: AssetMark Financial Holdings, Inc.

Contacts Investors:Taylor J. Hamilton, CFAHead of Investor RelationsInvestorRelations@assetmark.com

Media:Chris BlakeMSR Communicationschris@msrcommunications.com