Focus Financial Partners (FOCS) 10-Q 9 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 03, 2019
Entity Registrant Name	Focus Financial Partners Inc.
Entity Central Index Key	0001651052
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Class A common stock
Entity Common Stock, Shares Outstanding		46,692,832
Class B common stock
Entity Common Stock, Shares Outstanding		22,568,831

Condensed consolidated balance

Condensed consolidated balance sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
ASSETS
Cash and cash equivalents	$ 83,779	$ 33,213
Accounts receivable less allowances of $576 at 2018 and $661 at 2019	119,202	98,596
Prepaid expenses and other assets	83,501	76,150
Fixed assets-net	24,860	24,780
Operating lease assets	171,189
Debt financing costs-net	11,666	12,340
Deferred tax assets-net	75,360	70,009
Goodwill	945,503	860,495
Other intangible assets-net	881,096	762,195
TOTAL ASSETS	2,396,156	1,937,778
LIABILITIES:
Accounts payable	13,603	8,935
Accrued expenses	42,054	36,252
Due to affiliates	41,281	39,621
Deferred revenue	7,870	6,215
Other Liabilities	169,717	158,497
Operating lease liabilities	181,597
Borrowings under credit facilities (stated value of $838,985 and $1,086,978 at December 31, 2018 and March 31, 2019, respectively)	1,084,683	836,582
Tax receivable agreements obligations	43,075	39,156
TOTAL LIABILITIES	1,583,880	1,125,258
COMMITMENTS AND CONTINGENCIES (Note 13)
EQUITY:
Additional paid-in capital	459,488	471,386
Accumulated deficit	(3,532)	(590)
Accumulated other comprehensive loss	(1,594)	(1,824)
Total shareholders' equity	455,054	469,662
Non-controlling interest	357,222	342,858
Total equity	812,276	812,520
TOTAL LIABILITIES AND EQUITY	2,396,156	1,937,778
Class A common stock
EQUITY:
Common stock	467	462
Class B common stock
EQUITY:
Common stock	$ 225	$ 228

Condensed consolidated balanc_2

Condensed consolidated balance sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Accounts receivable, allowances	$ 661	$ 576
Borrowings under credit facilities, stated value	$ 1,086,978	$ 838,985
Class A common stock
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized shares	500,000,000	500,000,000
Common stock, issued shares	46,675,183	46,265,903
Common stock, outstanding shares	46,675,183	46,265,903
Class B common stock
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized shares	500,000,000	500,000,000
Common stock, issued shares	22,568,831	22,823,272
Common stock, outstanding shares	22,568,831	22,823,272

Condensed consolidated statemen

Condensed consolidated statements of operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
REVENUES:
Total revenues	$ 259,924	$ 196,229
OPERATING EXPENSES:
Compensation and related expenses	101,448	73,349
Management fees	57,006	46,300
Selling, general and administrative	52,257	36,287
Management contract buyout	1,428
Intangible amortization	28,741	19,494
Non-cash changes in fair value of estimated contingent consideration	7,414	6,371
Depreciation and other amortization	2,313	1,882
Total operating expenses	250,607	183,683
INCOME FROM OPERATIONS	9,317	12,546
OTHER INCOME (EXPENSE):
Interest income	197	142
Interest expense	(12,859)	(14,272)
Amortization of debt financing costs	(782)	(959)
Gain on sale of investment		5,509
Loss on extinguishment of borrowings		(14,011)
Other income (expense) net	(236)	93
Income from equity method investments	314	74
Total other expense-net	(13,366)	(23,424)
LOSS BEFORE INCOME TAX	(4,049)	(10,878)
INCOME TAX EXPENSE (BENEFIT)	(1,221)	1,176
NET LOSS	(2,828)	(12,054)
Non-controlling interest	(114)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (2,942)
Loss per share of Class A common stock:
Basic	$ (0.06)
Diluted	$ (0.06)
Wealth management fees
REVENUES:
Total revenues	$ 243,084	184,323
Other
REVENUES:
Total revenues	$ 16,840	$ 11,906
Class A common stock
Loss per share of Class A common stock:
Basic	$ (0.06)
Diluted	$ (0.06)
Weighted average shares of Class A common stock outstanding:
Basic	46,211,599
Diluted	46,211,599

Condensed consolidated statem_2

Condensed consolidated statements of comprehensive loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Condensed consolidated statements of comprehensive income (loss)
Net loss	$ (2,828)	$ (12,054)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	354	(384)
Comprehensive loss	(2,474)	$ (12,438)
Less: Comprehensive income attributable to noncontrolling interest	(238)
Comprehensive loss attributable to common shareholders	$ (2,712)

Condensed consolidated statem_3

Condensed consolidated statements of cash flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,828)	$ (12,054)
Adjustments to reconcile net loss to net cash provided by operating activities-net of effect of acquisitions:
Intangible amortization	28,741	19,494
Depreciation and other amortization	2,313	1,882
Amortization of debt financing costs	782	959
Non-cash equity compensation expense	3,921	3,854
Non-cash changes in fair value of estimated contingent consideration	7,414	6,371
Income from equity method investments	(314)	(74)
Distributions received from equity method investments	263	344
Other non-cash items	(575)	(368)
Loss on extinguishment of borrowings		14,011
Changes in cash resulting from changes in operating assets and liabilities:
Accounts receivable	(20,690)	(11,017)
Prepaid expenses and other assets	(5,788)	(8,167)
Accounts payable	4,662	1,410
Accrued expenses	3,741	5,383
Due to affiliates	1,723	(9,914)
Other liabilities	(7,537)	(1,280)
Deferred revenue	85	1,891
Net cash provided by operating activities	15,913	12,725
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions and contingent consideration-net of cash acquired	(203,394)	(25,531)
Purchase of fixed assets	(1,875)	(2,312)
Other		(3,400)
Net cash used in investing activities	(205,269)	(31,243)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit facilities	295,000
Repayments of borrowings under credit facilities	(47,007)	(1,987)
Contingent consideration paid	(7,649)	(2,180)
Payments of debt financing costs		(634)
Proceeds from exercise of stock options	214
Payments on finance lease obligations	(57)	(59)
Distributions for unitholders	(596)	(138)
Net cash (used in) provided by financing activities	239,905	(4,998)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	17	10
CHANGE IN CASH AND CASH EQUIVALENTS	50,566	(23,506)
CASH AND CASH EQUIVALENTS:
Beginning of year	33,213	51,455
End of year	$ 83,779	$ 27,949

Condensed consolidated statem_4

Condensed consolidated statements of changes in members' deficit/shareholders' equity - USD ($) $ in Thousands	Total Members' Deficit/ Shareholders' Equity	Common StockClass A common stock	Common StockClass B common stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Common Units	Non-controlling Interest	Total
Beginning balance at Dec. 31, 2017	$ (778,661)			$ 30,731	$ (805,470)	$ (8,269)	$ 4,347		$ (778,661)
Increase (Decrease) in MEMBERS' DEFICIT
Net loss	(12,054)				(12,054)				(12,054)
Issuance of restricted common units in connection with acquisitions and contingent consideration	6,584						6,584		6,584
Non-cash equity compensation expense	3,854			3,854					3,854
Currency translation adjustment - net of tax	(384)					(384)			(384)
Distributions for unitholders	32				32				32
Ending balance at Mar. 31, 2018	(780,629)			34,585	(817,492)	(8,653)	$ 10,931		(780,629)
Beginning balance at Dec. 31, 2018	469,662	$ 462	$ 228	471,386	(590)	(1,824)		$ 342,858	812,520
Beginning balance (in shares) at Dec. 31, 2018		46,265,903	22,823,272
Increase (Decrease) in MEMBERS' DEFICIT
Net loss	(2,942)				(2,942)			114	(2,828)
Issuance (cancellation) of common stock in connection with exercise of Focus LLC common unit exchange rights	9,267	$ 3	$ (3)	9,267					9,267
Issuance (cancellation) of common stock in connection with exercise of Focus LLC common unit exchange rights (in shares)		254,441	(254,441)
Issuance of common stock in connection with exercise of Focus LLC incentive unit exchange rights	5,437	$ 2		5,435					5,437
Issuance of common stock in connection with exercise of Focus LLC incentive unit exchange rights (in shares)		149,271
Forfeiture of unvested Class A common stock	(30)			(30)					(30)
Forfeiture of unvested common stock		(909)
Exercise of stock options	214			214					214
Exercise of stock options (in shares)		6,477
Change in noncontrolling interest allocation	(28,347)			(28,347)				14,126	(14,221)
Non-cash equity compensation expense	705			705					705
Currency translation adjustment - net of tax	230					230		124	354
Adjustment of deferred tax assets, net of amounts payable under tax receivable agreements and changes from Focus LLC interest transactions	858			858					858
Ending balance at Mar. 31, 2019	$ 455,054	$ 467	$ 225	$ 459,488	$ (3,532)	$ (1,594)		$ 357,222	$ 812,276
Ending Balance (in shares) at Mar. 31, 2019		46,675,183	22,568,831

GENERAL

GENERAL	3 Months Ended
	Mar. 31, 2019
GENERAL
GENERAL	1. GENERAL Organization and Business— The Company was formed as a Delaware corporation on July 29, 2015 for the sole purpose of completing the IPO and Reorganization Transactions in order to carry on the business of Focus LLC. On July 30, 2018, the Company became the managing member of Focus LLC and operates and controls the businesses and affairs of Focus LLC and its subsidiaries. Accordingly, the unaudited condensed consolidated financial statements reflect the historical results of operations and financial position of Focus LLC (predecessor) prior to July 30, 2018. Focus LLC is a Delaware limited liability company that was formed in November 2004. Focus LLC’s subsidiaries commenced revenue-generating and acquisition activities in January 2006. Focus LLC’s activities were governed by its Third Amended and Restated Operating Agreement, as amended, through July 30, 2018 and then its Fourth Amended and Restated Operating Agreement (as amended, the “Operating Agreement”), effective on July 30, 2018. Focus LLC is in the business of acquiring and overseeing independent fiduciary wealth management and related businesses.

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF ACCOUNTING POLICIES Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of only normal recurring adjustments, considered necessary for fair presentation have been included. The unaudited condensed consolidated financial statements include the accounts of the Company and its majority and wholly owned subsidiaries. The Company consolidates Focus LLC and its subsidiaries’ consolidated financial statements and records the interests in Focus LLC that the Company does not own as non-controlling interests. Non-controlling interests were measured initially at the proportionate share of Focus LLC’s identifiable net assets at the date of the IPO. Intercompany transactions and balances have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2019. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. Use of Estimates —The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases ( Topic 842 ).” ASU No. 2016-02 requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right of use asset for the right to use the underlying asset for the lease term. ASU No. 2016-02 is effective for the Company for interim and annual periods beginning January 1, 2019 and early adoption is permitted. The Company adopted ASU No. 2016-02 effective January 1, 2019 using a modified retrospective method and therefore has not restated comparative periods. As permitted under the practical expedients as part of the transition guidance, the assessment of whether contracts contain a lease or are leases, the classification of leases and the remaining lease terms were carried forward. Based on the portfolio of leases as of January 1, 2019, the Company recognized approximately $144,000 of lease liabilities and $134,000 of right of use assets (which reflects the reclassification of previous deferred rent balances into the right of use asset as required under the transition guidance) on the balance sheet, primarily related to operating leases for real estate. There was no material impact to the consolidated statement of operations and comprehensive loss or consolidated statement of cash flows as a result of adoption of this new guidance. Refer to Note 12 for further information regarding leases. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment ,” which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU No. 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019 and will be applied prospectively. Early adoption is permitted. ASU No. 2017-04 is not expected to have a material effect on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07 “ Improvements to Nonemployee Share-Based Payment Accounting ,” which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of ASU No. 2018-07 on January 1, 2019 did not have a material effect on the Company’s consolidated financial statements.

IPO, REORGANIZATION TRANSACTION

IPO, REORGANIZATION TRANSACTIONS AND USE OF PROCEEDS	3 Months Ended
	Mar. 31, 2019
IPO, REORGANIZATION TRANSACTIONS AND USE OF PROCEEDS
IPO, REORGANIZATION TRANSACTIONS AND USE OF PROCEEDS	3. IPO, REORGANIZATION TRANSACTIONS AND USE OF PROCEEDS Initial Public Offering On July 30, 2018, the Company completed its IPO of 18,648,649 shares of its Class A common stock, par value $0.01 per share, including 2,432,432 shares of Class A common stock sold in connection with the full exercise of the option to purchase additional shares granted to the underwriters, at a price to the public of $33.00 per share. The shares began trading on the NASDAQ Global Select Market on July 26, 2018 under the ticker symbol “FOCS.” Reorganization Transactions In connection with the IPO, Focus LLC completed the Reorganization Transactions. The equity interests in Focus LLC at the date of the IPO consisted of convertible preferred units, common units and incentive units, each incentive unit having a hurdle amount similar to the exercise price of a stock option. The owners of Focus LLC units immediately prior to the IPO (“Existing Owners”) primarily included (i) affiliates of Focus LLC’s private equity investors (“Private Equity Investors”), (ii) members of management of Focus LLC, (iii) current and former principals of independent fiduciary wealth management and related businesses acquired by Focus LLC and (iv) current and former employees of Focus LLC. In connection with the Reorganization Transactions, all outstanding Focus LLC convertible preferred units converted into Focus LLC common units and the Company purchased certain Focus LLC common and incentive units from certain Existing Owners and issued an aggregate of 23,881,002 shares of Class A common stock, non-compensatory stock options to purchase an aggregate of 386,832 shares of Class A common stock, compensatory stock options to purchase an aggregate of 348,577 shares of Class A common stock and an aggregate of 22,499,665 shares of Class B common stock to certain Existing Owners. Due to certain post-closing adjustments, the Company cancelled 240,457 shares of Class A common stock and issued 240,457 shares of Class B common stock effective as of the closing date of the IPO. Existing Owners who hold common units of Focus LLC after the Reorganization Transactions received shares of Class B common stock of the Company. Shares of Class B common stock do not entitle their holders to any economic rights. Holders of Class A common stock and Class B common stock of the Company vote together as a single class on all matters presented to the shareholders of the Company for their vote or approval, except as otherwise required by applicable law. Each share of Class A and Class B common stock entitles its holder to one vote. Use of Proceeds The Company received $565,160 of net proceeds from the sale of the Class A common stock in the IPO including $74,651 in connection with the full exercise of the option to purchase additional shares granted to the underwriters . The Company used $35,537 of the net proceeds to pay certain Existing Owners who elected to sell their units of Focus LLC. The Company contributed $529,623 of the net proceeds from the IPO to Focus LLC in exchange for 17,583,947 common units of Focus LLC. Focus LLC used $392,535 of such contribution to reduce indebtedness under its Credit Facility (as defined below). The residual $137,088 of such contribution was used by Focus LLC for acquisitions and general corporate business purposes.

NON-CONTROLLING INTEREST AND LO

NON-CONTROLLING INTEREST AND LOSS PER SHARE	3 Months Ended
	Mar. 31, 2019
NON-CONTROLLING INTEREST AND LOSS PER SHARE
NON-CONTROLLING INTEREST AND LOSS PER SHARE	4. NON-CONTROLLING INTEREST AND LOSS PER SHARE Historical loss per share information is not applicable for reporting periods prior to the consummation of the IPO. Net loss attributable to common shareholders is the net loss recorded by the Company based on its interest in Focus LLC during the respective period after the IPO. The calculation of controlling and non-controlling interest is as follows as of March 31, 2019: Focus LLC common units held by continuing owners 22,568,831 Common unit equivalents of outstanding vested and unvested incentive units held by continuing owners(1) 7,614,402 Total common units and common unit equivalents attributable to non-controlling interest 30,183,233 Total common units and common unit equivalents of incentive units outstanding 76,858,416 Non-controlling interest allocation 39.3 % Company’s interest in Focus LLC 60.7 % (1) Focus LLC common units issuable upon conversion of 18,048,706 (see Note 9) vested and unvested Focus LLC incentive units was calculated using the common unit equivalent of vested and unvested Focus LLC incentive units based on the closing price of the Company’s Class A common stock on the last trading day of the period. The below table contains a reconciliation of net loss to net loss attributable to common shareholders: Three months ended March 31, 2019 Net loss $ (2,828) Non-controlling interest (114) Net loss attributable to common shareholders $ (2,942) The calculation of basic and diluted loss per share is described below: Basic loss per share is calculated utilizing net loss attributable to common shareholders for the three months ended March 31, 2019 divided by the weighted average number of shares of Class A common stock outstanding during the same period: Three months ended March 31, 2019 Basic loss per share: Net loss attributable to common shareholders $ (2,942) Weighted average shares of Class A common stock outstanding 46,211,599 Basic loss per share $ (0.06) Diluted loss per share is calculated utilizing net loss attributable to common shareholders for the three months ended March 31, 2019 divided by the weighted average number of shares of Class A common stock outstanding during the same period plus the effect, if any, of the potentially dilutive shares of the Company’s Class A common stock from stock options and unvested Class A common stock as calculated using the treasury stock method: Three months ended March 31, 2019 Diluted loss per share: Net loss attributable to common shareholders $ (2,942) Weighted average shares of Class A common stock outstanding 46,211,599 Effect of dilutive stock options — Effect of dilutive unvested Class A common stock — Total 46,211,599 Diluted loss per share $ (0.06) Diluted loss per share excludes incremental shares of 7,855 related to unvested Class A common stock since the effect would be antidilutive. Diluted loss per share also excludes shares related to 155,000 market-based stock options that vest on the fifth anniversary of the pricing of the IPO if the volume weighted average per share price for any ninety-calendar day period within such five-year period immediately following the pricing of the IPO reaches at least $100. Such market-based criteria were not met at March 31, 2019.

ACQUISITIONS

ACQUISITIONS	3 Months Ended
	Mar. 31, 2019
ACQUISITIONS
ACQUISITIONS	5. ACQUISITIONS Business Acquisitions Business acquisitions are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 805: Business Combinations . The Company has incorporated contingent consideration, or earn out provisions, into the structure of its acquisitions. The Company recognizes the fair value of estimated contingent consideration at the acquisition date as part of the consideration transferred in the exchange. The contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved. The purchase price associated with business acquisitions and the allocation thereof during the three months ended March 31, 2019 is as follows: Number of business acquisitions closed 12 Consideration: Cash due at closing $ 204,012 Fair market value of estimated contingent consideration 29,583 Total consideration $ 233,595 Allocation of purchase price: Total tangible assets $ 27,408 Total liabilities assumed (25,906) Customer relationships 140,596 Management contracts 6,154 Goodwill 84,899 Other intangibles 444 Total allocated consideration $ 233,595 Management believes approximately $203,269 of tax goodwill and intangibles related to business acquisitions completed during the three months ended March 31, 2019 will be deductible for tax purposes over a 15 year period. Additional tax goodwill may be deductible when estimated contingent consideration is earned and paid. The accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2019 includes revenue and income from operations for the three business acquisitions that are new subsidiary partner firms from the date they were acquired of $8,842 and $867 , respectively. Asset Acquisitions The Company also separately purchases customer relationships and other intangible assets. These purchases are accounted for as asset acquisitions as they do not qualify as business acquisitions pursuant to ASC Topic 805, Business Combinations . There were no asset acquisitions during the three months ended March 31, 2019. The weighted‑average useful lives of intangible assets acquired during the three months ended March 31, 2019 are as follows: Number of Years Management contracts 20 Customer relationships 9 Other intangibles 5 Weighted-average useful life of all intangibles acquired 10 From April 1, 2019 to May 9, 2019, the Company completed nine acquisitions, consisting of business and asset acquisitions, for cash and option premium of $79,616, plus contingent consideration, and working capital adjustments, if any.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2019
GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL AND OTHER INTANGIBLE ASSETS	6. GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the change in the goodwill balances for the year ended December 31, 2018 and the three months ended March 31, 2019: December 31, March 31, 2018 2019 Balance beginning of period: Goodwill $ 538,113 $ 883,119 Cumulative impairment losses (22,624) (22,624) 515,489 860,495 Goodwill acquired 347,496 84,899 Other (2,490) 109 345,006 85,008 Balance end of period: Goodwill 883,119 968,127 Cumulative impairment losses (22,624) (22,624) $ 860,495 $ 945,503 The following table summarizes the amortizing acquired intangible assets at December 31, 2018: Gross Carry Accumulated Net Book Amount Amortization Value Customer relationships $ 1,008,186 $ (349,125) $ 659,061 Management contracts 133,112 (31,911) 101,201 Other intangibles 4,402 (2,469) 1,933 Total $ 1,145,700 $ (383,505) $ 762,195 The following table summarizes the amortizing acquired intangible assets at March 31, 2019: Gross Carry Accumulated Net Book Amount Amortization Value Customer relationships $ 1,149,491 $ (376,044) $ 773,447 Management contracts 139,298 (33,868) 105,430 Other intangibles 4,864 (2,645) 2,219 Total $ 1,293,653 $ (412,557) $ 881,096

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2019
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	7. FAIR VALUE MEASUREMENTS ASC Topic 820, Fair Value Measurement establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 —Unadjusted price quotations in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Significant unobservable inputs that are not corroborated by market data. The implied fair value of the Company’s First Lien Term Loan (as defined below) based on Level 2 inputs at December 31, 2018 and March 31, 2019 are as follows: December 31, 2018 March 31, 2019 Stated Value Fair Value Stated Value Fair Value First Lien Term Loan $ 798,985 $ 773,018 $ 796,978 $ 792,993 For business acquisitions, the Company recognizes the fair value of estimated contingent consideration at the acquisition date as part of purchase price. This fair value measurement is based on Level 3 inputs. The following table represents changes in the fair value of estimated contingent consideration for business acquisitions for the year ended December 31, 2018 and the three months ended March 31, 2019: Balance at January 1, 2018 $ 76,677 Additions to estimated contingent consideration 42,086 Payments of contingent consideration (26,237) Non-cash changes in fair value of estimated contingent consideration 6,638 Other (259) Balance at December 31, 2018 98,905 Additions to estimated contingent consideration 29,583 Payments of contingent consideration (16,819) Non-cash changes in fair value of estimated contingent consideration 7,414 Other (41) Balance at March 31, 2019 $ 119,042 Estimated contingent consideration is included in other liabilities in the accompanying unaudited condensed consolidated balance sheets. During the year ended December 31, 2018, the Company paid $23,816 in cash and issued $2,421 of restricted common units as contingent consideration associated with business acquisitions. During the three months ended March 31, 2019, the Company paid $16,819 in cash as contingent consideration associated with business acquisitions. In determining fair value of the estimated contingent consideration, the acquired business’ future performance is estimated using financial projections for the acquired business. These financial projections, as well as alternative scenarios of financial performance, are measured against the performance targets specified in each respective acquisition agreement. The fair value of the Company’s estimated contingent consideration is established using the Monte Carlo Simulation model. The primary significant unobservable input used in the fair value measurement of the Company’s estimated contingent consideration is the forecasted growth rates over the measurement period. Significant increases or decreases in the Company’s forecasted growth rates over the measurement period would result in a higher or lower fair value measurement. Inputs used in the fair value measurement of estimated contingent consideration at December 31, 2018 and March 31, 2019 are summarized below: Fair Value at Quantitative Information About Level 3 Fair Value Measurements December 31, 2018 Valuation Technique Unobservable Input Range $ 98,905 Monte Carlo Simulation model Forecasted growth rates (16.2)% - 18.7 % Fair Value at Quantitative Information About Level 3 Fair Value Measurements March 31, 2019 Valuation Technique Unobservable Input Range $ 119,042 Monte Carlo Simulation model Forecasted growth rates (21.7)% - 147.0 %

CREDIT FACILITY

CREDIT FACILITY	3 Months Ended
	Mar. 31, 2019
CREDIT FACILITY
CREDIT FACILITY	8. CREDIT FACILITY Focus LLC’s current credit facility (the “Credit Facility”) consists of a $803,000 first lien term loan (the “First Lien Term Loan”) and a $650,000 first lien revolving credit facility (the “First Lien Revolver”). The First Lien Term Loan has a maturity date of July 2024 and requires quarterly installment repayments of approximately $2,007. The First Lien Term Loan bears interest (at Focus LLC’s option) at: (i) the London InterBank Offered Rate (“LIBOR”) plus a margin of 2.50% or (ii) the lender’s Base Rate (as defined in the Credit Facility) plus a margin of 1.50% . The First Lien Revolver has a maturity date of July 2023. Up to $30,000 of the First Lien Revolver is available for the issuance of letters of credit, subject to certain limitations. The First Lien Revolver bears interest at LIBOR plus a margin of 2.00% with step downs to 1.75%, 1.50% and 1.25% or the lender’s Base Rate plus a margin of 1.00% with step downs to 0.75%, 0.50% and 0.25%, based on achievement of a specified First Lien Leverage Ratio. The First Lien Revolver unused commitment fee is 0.50% with step downs to 0.375% and 0.25% based on achievement of a specified First Lien Leverage Ratio. Focus LLC’s obligations under the Credit Facility are collateralized by the majority of Focus LLC’s assets. The Credit Facility contains various customary covenants, including, but not limited to: (i) incurring additional indebtedness or guarantees, (ii) creating liens or other encumbrances on property or granting negative pledges, (iii) entering into a merger or similar transaction, (iv) selling or transferring certain property and (v) declaring dividends or making other restricted payments. Focus LLC is required to maintain a First Lien Leverage Ratio (as defined in the Credit Facility) of not more than 6.25:1.00 as of the last day of each fiscal quarter. At March 31, 2019, Focus LLC's First Lien Leverage Ratio was 3.88:1.00, which satisfied the maximum ratio of 6.25:1.00. First Lien Leverage Ratio means the ratio of amounts outstanding under the First Lien Term Loan and First Lien Revolver plus other outstanding debt obligations secured by a lien on the assets of Focus LLC (excluding letters of credit other than unpaid drawings thereunder) minus unrestricted cash and cash equivalents to Consolidated EBITDA (as defined in the Credit Facility). Focus LLC is also subject to contingent principal payments based on excess cash flow for any fiscal year if the First Lien Leverage Ratio exceeds 3.75:1.00. The Company defers and amortizes its debt financing costs over the respective terms of the First Lien Term Loan and First Lien Revolver. The debt financing costs related to the First Lien Term Loan are recorded as a reduction of the carrying amount of the First Lien Term Loan in the unaudited condensed consolidated balance sheets. The debt financing costs related to the First Lien Revolver are recorded in debt financing costs-net in the unaudited condensed consolidated balance sheets. The following is a reconciliation of principal amounts outstanding under the Credit Facility to borrowings under the Credit Facility recorded in the unaudited condensed consolidated balance sheets at December 31, 2018 and March 31, 2019: December 31, March 31, 2018 2019 First Lien Term Loan $ 798,985 $ 796,978 First Lien Revolver 40,000 290,000 Unamortized debt financing costs (2,403) (2,295) Total $ 836,582 $ 1,084,683 Weighted‑average interest rates for outstanding borrowings were approximately 6% for the year ended December 31, 2018 and 5% for the three months ended March 31, 2019. As of December 31, 2018 and March 31, 2019, the First Lien Revolver available unused commitment line was $605,793 and $354,617, respectively. As of December 31, 2018 and March 31, 2019, Focus LLC was contingently obligated for letters of credit in the amount of $4,207 and $5,383, respectively, bearing interest at an annual rate of approximately 1%.

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2019
EQUITY
EQUITY	9. EQUITY Common Stock Each Focus LLC common unit, together with a corresponding share of Class B common stock, and Focus LLC incentive unit (after conversion into a number of Focus LLC common units taking into account the then-current value of the common units and such incentive unit’s aggregate hurdle amount) is exchangeable, pursuant to the terms and subject to the conditions set forth in the Operating Agreement, for one share of the Company’s Class A common stock, or, if either the Company or Focus LLC so elects, cash. In March 2019, the Company issued an aggregate of 403,712 shares of Class A common stock and retired 254,441 shares of Class B common stock and 217,730 incentive units in Focus LLC and acquired 403,712 common units in Focus LLC, in each case as part of the regular quarterly exchanges offered to holders of units in Focus LLC. Stock Options and Unvested Class A Common Stock The following table provides information relating to the changes in the Company’s stock options during the three months ended March 31, 2019: Weighted Stock Average Options Exercise Price Outstanding—January 1, 2019 1,401,276 $ 31.34 Granted 25,000 32.78 Exercised (6,477) 33.00 Forfeited (21,152) 30.43 Outstanding—March 31, 2019 1,398,647 31.37 Vested—March 31, 2019 496,537 33.00 The following table provides information relating to the changes in the Company’s unvested Class A common stock during the three months ended March 31, 2019: Unvested Class A Grant Date Common Stock Fair Value Outstanding—January 1, 2019 119,078 $ 33.00 Forfeited (909) 33.00 Outstanding—March 31, 2019 118,169 33.00 For the purpose of calculating equity-based compensation expense for time-based stock option awards granted during the three months ended March 31, 2019, the grant date fair value was determined through the application of the Black-Scholes model with the following weighted average assumptions: Expected term 6.25 years Expected stock price volatility 28 % Risk-free interest rate 2.51 % Expected dividend yield — % Weighted average grant date fair value $ 10.89 The Company recognized $902 of compensation expense in relation to the stock options and unvested Class A common stock during the three months ended March 31, 2019 . Focus LLC Incentive Units The following table provides information relating to the changes in Focus LLC incentive units during the three months ended March 31, 2019: Incentive Weighted Average Units Hurdle Price Outstanding—January 1, 2019 18,597,474 $ 20.63 Exchanged (217,730) 12.20 Forfeited (331,038) 27.80 Outstanding—March 31, 2019 18,048,706 20.60 Vested—March 31, 2019 9,728,227 14.25 Incentive units outstanding and vested at March 31, 2019 were as follows: Number Vested Incentive Hurdle Rates Outstanding Units $1.42 175,421 175,421 5.50 97,798 97,798 6.00 56,702 56,702 7.00 514,609 514,609 9.00 2,081,799 2,081,799 11.00 1,372,761 1,372,761 12.00 520,000 520,000 13.00 858,817 852,151 14.00 56,205 56,205 16.00 168,552 168,552 17.00 80,000 65,000 19.00 884,797 811,047 21.00 3,975,500 2,475,500 22.00 1,289,667 342,104 23.00 524,828 131,207 27.00 29,484 7,371 28.50 1,646,766 — 33.00 3,715,000 — 18,048,706 9,728,227 The Company recorded $3,728 and $3,019 of non-cash equity compensation expense for incentive units during the three months ended March 31, 2018 and 2019, respectively. Other non-cash compensation expense During the three months ended March 31, 2018 and 2019, the Company recognized other non-cash equity compensation expense of $126 and $0, respectively.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2019
INCOME TAXES
INCOME TAXES	10. INCOME TAXES The estimated annual effective tax rate as of March 31, 2019 was 30.2%. Income tax benefit for the three months ended March 31, 2019 is primarily related to federal, state and local income taxes imposed on the Company’s allocable portion of taxable income from Focus LLC. The allocable portion of taxable income primarily differs from the net loss attributable to the Company due to permanent differences such as non-deductible equity-based compensation expense of Focus LLC. During the three months ended March 31, 2019, there were no changes to the Company’s uncertain tax positions.

TAX RECEIVABLE AGREEMENTS

TAX RECEIVABLE AGREEMENTS	3 Months Ended
	Mar. 31, 2019
TAX RECEIVABLE AGREEMENTS
TAX RECEIVABLE AGREEMENTS	11. TAX RECEIVABLE AGREEMENTS In connection with the Reorganization Transactions and the closing of the IPO, the Company entered into two Tax Receivable Agreements ("TRAs"): one with certain entities affiliated with the Private Equity Investors and the other with certain other Existing Owners (the parties to the two agreements, collectively, the “TRA holders”). The agreements generally provide for the payment by the Company to each TRA holder of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax that the Company actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize in certain circumstances in connection with the Reorganization Transactions and in periods after the IPO, as a result of certain increases in tax bases and certain tax benefits attributable to imputed interest. The Company will retain the benefit of the remaining 15% of these cash savings. As of March 31, 2019, the Company had recorded a liability of $43,075 relating to the TRA obligations. Future payments under the TRAs in respect of future exchanges of Focus LLC units for shares of Class A common stock will be in addition to the amount recorded.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2019
LEASES
LEASES	12. LEASES The Company rents office space under operating leases with various expiration dates. The Company determines if a contract contains a lease at inception. Leases with an initial term of 12 months or less, which are immaterial to the consolidated financial statements, are not recorded in the balance sheet. Rent expense for these leases is recorded on a straight-line basis over the lease term. Lease components (e.g. fixed payments typically comprised of base rent only) are accounted for separately from the non-lease components (e.g. common-area maintenance costs). The Company has a limited number of finance leases which are not material to the consolidated financial statements. Operating lease costs, which are recorded within selling, general and administrative expenses, for the three months ended March 31, 2019 were $9,665. Operating cash flows from operating leases were $9,094 for the three months ended March 31, 2019. The implicit discount rates used to determine the present value of the Company’s leases are not readily determinable, thus the Company uses an estimated incremental borrowing rate. The weighted average discount rate used to determine the Company’s operating lease liabilities was approximately 6% at March 31, 2019. The weighted average remaining lease term at March 31, 2019 was 7.6 years. Future minimum lease commitments under operating leases as of March 31, 2019 were as follows: Period Amount Nine months ended December 31, 2019 $ 29,902 2020 37,994 2021 31,524 2022 26,664 2023 21,793 2024 and thereafter 86,001 233,878 Less: present value discount (52,281) Operating lease liabilities at March 31, 2019 $ 181,597

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2019
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	13. COMMITMENTS AND CONTINGENCIES Credit Risk —The Company’s broker‑dealer subsidiaries clear all transactions through clearing brokers on a fully disclosed basis. Pursuant to the terms of the agreements between the Company’s broker‑dealer subsidiaries and their clearing brokers, the clearing brokers have the right to charge the Company’s broker‑dealer subsidiaries for losses that result from a counterparty’s failure to fulfill its contractual obligations. This right applies to all trades executed through its clearing brokers, and therefore, the Company believes there is no maximum amount assignable to the right of the clearing brokers. Accordingly, at December 31, 2018 and March 31, 2019, the Company had recorded no liabilities in connection with this right. In addition, the Company has the right to pursue collection or performance from the counterparties who do not perform under their contractual obligations. The Company monitors the credit standing of the clearing brokers and counterparties with which they conduct business. The Company is exposed to credit risk for accounts receivable from clients. Such credit risk is limited to the amount of accounts receivable. The Company is also exposed to credit risk for changes in the benchmark interest rate (LIBOR or Base Rate) in connection with its Credit Facility. The Company maintains its cash in bank depository accounts, which, at times, may exceed federally insured limits. The Company selects depository institutions based, in part, upon management’s review of the financial stability of the institution. At December 31, 2018 and March 31, 2019, a significant portion of cash and cash equivalents were held at a single institution. Contingent Consideration Arrangements —Contingent consideration is payable in the form of cash and, in some cases, equity. Since the contingent consideration to be paid is based on the growth of forecasted financial performance levels over a number of years, the Company cannot calculate the maximum contingent consideration that may be payable under these arrangements. Legal and Regulatory Matters —In the ordinary course of business, the Company is involved in lawsuits and other claims. The Company has insurance to cover certain losses that arise in such matters; however, this insurance may not be sufficient to cover these losses. Management, after consultation with legal counsel, currently does not anticipate that the aggregate liability, if any, arising out of any existing legal matters will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. From time to time, the Company’s subsidiaries receive requests for information from governmental authorities regarding business activities. The Company has cooperated and plans to continue to cooperate with all governmental agencies. The Company continues to believe that the resolution of any governmental inquiry will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows. Indemnifications —In the ordinary course of business, the Company enters into contracts pursuant to which it may agree to indemnify third parties in certain circumstances. The terms of these indemnities vary from contract to contract and the amount of indemnification liability, if any, cannot be determined. Management believes that the likelihood of any liability arising under these indemnification provisions is remote. Management cannot estimate any potential maximum exposure due to both the remoteness of any potential claims and the fact that items that would be included within any such calculated claim would be beyond the control of the Company. Consequently, no liability has been recorded in the unaudited condensed consolidated balance sheets.

CASH FLOW INFORMATION

CASH FLOW INFORMATION	3 Months Ended
	Mar. 31, 2019
CASH FLOW INFORMATION
CASH FLOW INFORMATION	14. CASH FLOW INFORMATION Three Months Ended March 31, 2018 2019 Supplemental disclosures of cash flow information—cash paid for: Interest $ 14,432 $ 11,462 Income taxes $ 839 $ 1,548 Supplemental non-cash cash flow information: Fair market value of estimated contingent consideration in connection with acquisitions $ 8,928 $ 29,583 Fair market value of restricted common units in connection with acquisitions and contingent consideration $ 6,584 $ — Net tangible assets acquired in connection with business acquisitions $ 193 $ 1,502 Deferred taxes and tax receivable agreements $ — $ 858 Right of use asset related to operating leases $ — $ 171,189 Lease liability related to operating leases $ — $ 181,597

RELATED PARTIES

RELATED PARTIES	3 Months Ended
	Mar. 31, 2019
RELATED PARTIES
RELATED PARTIES	15. RELATED PARTIES The Company reimburses the Company’s Chief Executive Officer for certain costs and third-party payments associated with the use of his personal aircraft for Company-related business travel. The Company also pays pilot fees for such business travel flights. During the three months ended March 31, 2018 and 2019, the Company recognized expenses of $523 and $629 related to these reimbursements, respectively. At March 31, 2019, affiliates of certain holders of the Company’s Class A common stock and Class B common stock were lenders under the Credit Facility.

OTHER

OTHER	3 Months Ended
	Mar. 31, 2019
OTHER
OTHER	16. OTHER During the three months ended March 31, 2019, the Company recorded a management contract buyout expense of $1,428 related to cash consideration for the buyout of a management agreement with one of the Company’s retiring principals whereby the business operations of the relevant partner firm were transitioned to one of the Company’s other partner firms.

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial statements and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of only normal recurring adjustments, considered necessary for fair presentation have been included. The unaudited condensed consolidated financial statements include the accounts of the Company and its majority and wholly owned subsidiaries. The Company consolidates Focus LLC and its subsidiaries’ consolidated financial statements and records the interests in Focus LLC that the Company does not own as non-controlling interests. Non-controlling interests were measured initially at the proportionate share of Focus LLC’s identifiable net assets at the date of the IPO. Intercompany transactions and balances have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 28, 2019. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.
Use of Estimates	Use of Estimates —The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Leases	Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “ Leases ( Topic 842 ).” ASU No. 2016-02 requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right of use asset for the right to use the underlying asset for the lease term. ASU No. 2016-02 is effective for the Company for interim and annual periods beginning January 1, 2019 and early adoption is permitted. The Company adopted ASU No. 2016-02 effective January 1, 2019 using a modified retrospective method and therefore has not restated comparative periods. As permitted under the practical expedients as part of the transition guidance, the assessment of whether contracts contain a lease or are leases, the classification of leases and the remaining lease terms were carried forward. Based on the portfolio of leases as of January 1, 2019, the Company recognized approximately $144,000 of lease liabilities and $134,000 of right of use assets (which reflects the reclassification of previous deferred rent balances into the right of use asset as required under the transition guidance) on the balance sheet, primarily related to operating leases for real estate. There was no material impact to the consolidated statement of operations and comprehensive loss or consolidated statement of cash flows as a result of adoption of this new guidance. Refer to Note 12 for further information regarding leases.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment ,” which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU No. 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019 and will be applied prospectively. Early adoption is permitted. ASU No. 2017-04 is not expected to have a material effect on the Company’s consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07 “ Improvements to Nonemployee Share-Based Payment Accounting ,” which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. ASU No. 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of ASU No. 2018-07 on January 1, 2019 did not have a material effect on the Company’s consolidated financial statements.

NON-CONTROLLING INTEREST AND _2

NON-CONTROLLING INTEREST AND LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2019
NON-CONTROLLING INTEREST AND LOSS PER SHARE
Schedule of reconciliation of net loss before noncontrolling interest to net loss attributable to common stockholders	Focus LLC common units held by continuing owners 22,568,831 Common unit equivalents of outstanding vested and unvested incentive units held by continuing owners(1) 7,614,402 Total common units and common unit equivalents attributable to non-controlling interest 30,183,233 Total common units and common unit equivalents of incentive units outstanding 76,858,416 Non-controlling interest allocation 39.3 % Company’s interest in Focus LLC 60.7 % (1) Focus LLC common units issuable upon conversion of 18,048,706 (see Note 9) vested and unvested Focus LLC incentive units was calculated using the common unit equivalent of vested and unvested Focus LLC incentive units based on the closing price of the Company’s Class A common stock on the last trading day of the period. The below table contains a reconciliation of net loss to net loss attributable to common shareholders: Three months ended March 31, 2019 Net loss $ (2,828) Non-controlling interest (114) Net loss attributable to common shareholders $ (2,942)
Schedule of calculation of basic earnings per share	Three months ended March 31, 2019 Basic loss per share: Net loss attributable to common shareholders $ (2,942) Weighted average shares of Class A common stock outstanding 46,211,599 Basic loss per share $ (0.06)
Schedule of calculation of diluted earnings per share	Three months ended March 31, 2019 Diluted loss per share: Net loss attributable to common shareholders $ (2,942) Weighted average shares of Class A common stock outstanding 46,211,599 Effect of dilutive stock options — Effect of dilutive unvested Class A common stock — Total 46,211,599 Diluted loss per share $ (0.06)

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	3 Months Ended
	Mar. 31, 2019
ACQUISITIONS
Schedule of purchase price associated with business acquisitions and the allocation thereof	The purchase price associated with business acquisitions and the allocation thereof during the three months ended March 31, 2019 is as follows: Number of business acquisitions closed 12 Consideration: Cash due at closing $ 204,012 Fair market value of estimated contingent consideration 29,583 Total consideration $ 233,595 Allocation of purchase price: Total tangible assets $ 27,408 Total liabilities assumed (25,906) Customer relationships 140,596 Management contracts 6,154 Goodwill 84,899 Other intangibles 444 Total allocated consideration $ 233,595
Schedule of weighted-average useful lives of intangible assets acquired	The weighted‑average useful lives of intangible assets acquired during the three months ended March 31, 2019 are as follows: Number of Years Management contracts 20 Customer relationships 9 Other intangibles 5 Weighted-average useful life of all intangibles acquired 10

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2019
GOODWILL AND OTHER INTANGIBLE ASSETS
Summary of changes in the goodwill balances	December 31, March 31, 2018 2019 Balance beginning of period: Goodwill $ 538,113 $ 883,119 Cumulative impairment losses (22,624) (22,624) 515,489 860,495 Goodwill acquired 347,496 84,899 Other (2,490) 109 345,006 85,008 Balance end of period: Goodwill 883,119 968,127 Cumulative impairment losses (22,624) (22,624) $ 860,495 $ 945,503
Summary of amortizing acquired intangible assets	The following table summarizes the amortizing acquired intangible assets at December 31, 2018: Gross Carry Accumulated Net Book Amount Amortization Value Customer relationships $ 1,008,186 $ (349,125) $ 659,061 Management contracts 133,112 (31,911) 101,201 Other intangibles 4,402 (2,469) 1,933 Total $ 1,145,700 $ (383,505) $ 762,195 The following table summarizes the amortizing acquired intangible assets at March 31, 2019: Gross Carry Accumulated Net Book Amount Amortization Value Customer relationships $ 1,149,491 $ (376,044) $ 773,447 Management contracts 139,298 (33,868) 105,430 Other intangibles 4,864 (2,645) 2,219 Total $ 1,293,653 $ (412,557) $ 881,096

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2019
FAIR VALUE MEASUREMENTS
Schedule of implied fair value of the Company's First Lien Term Loan (as defined below)	December 31, 2018 March 31, 2019 Stated Value Fair Value Stated Value Fair Value First Lien Term Loan $ 798,985 $ 773,018 $ 796,978 $ 792,993
Schedule of changes in the fair value of estimated contingent consideration for business acquisitions	Balance at January 1, 2018 $ 76,677 Additions to estimated contingent consideration 42,086 Payments of contingent consideration (26,237) Non-cash changes in fair value of estimated contingent consideration 6,638 Other (259) Balance at December 31, 2018 98,905 Additions to estimated contingent consideration 29,583 Payments of contingent consideration (16,819) Non-cash changes in fair value of estimated contingent consideration 7,414 Other (41) Balance at March 31, 2019 $ 119,042
Schedule of inputs used in the fair value measurement of estimated contingent consideration	Fair Value at Quantitative Information About Level 3 Fair Value Measurements December 31, 2018 Valuation Technique Unobservable Input Range $ 98,905 Monte Carlo Simulation model Forecasted growth rates (16.2)% - 18.7 % Fair Value at Quantitative Information About Level 3 Fair Value Measurements March 31, 2019 Valuation Technique Unobservable Input Range $ 119,042 Monte Carlo Simulation model Forecasted growth rates (21.7)% - 147.0 %

CREDIT FACILITY (Tables)

CREDIT FACILITY (Tables)	3 Months Ended
	Mar. 31, 2019
CREDIT FACILITY
Schedule of reconciliation of principal amounts outstanding under the Credit Facility to borrowings under credit facilities recorded in the unaudited condensed consolidated balance sheet	December 31, March 31, 2018 2019 First Lien Term Loan $ 798,985 $ 796,978 First Lien Revolver 40,000 290,000 Unamortized debt financing costs (2,403) (2,295) Total $ 836,582 $ 1,084,683

EQUITY (Tables)

EQUITY (Tables)	3 Months Ended
	Mar. 31, 2019
Schedule of incentive units granted	Incentive Weighted Average Units Hurdle Price Outstanding—January 1, 2019 18,597,474 $ 20.63 Exchanged (217,730) 12.20 Forfeited (331,038) 27.80 Outstanding—March 31, 2019 18,048,706 20.60 Vested—March 31, 2019 9,728,227 14.25
Schedule of incentive units outstanding and vested by hurdle rates	Number Vested Incentive Hurdle Rates Outstanding Units $1.42 175,421 175,421 5.50 97,798 97,798 6.00 56,702 56,702 7.00 514,609 514,609 9.00 2,081,799 2,081,799 11.00 1,372,761 1,372,761 12.00 520,000 520,000 13.00 858,817 852,151 14.00 56,205 56,205 16.00 168,552 168,552 17.00 80,000 65,000 19.00 884,797 811,047 21.00 3,975,500 2,475,500 22.00 1,289,667 342,104 23.00 524,828 131,207 27.00 29,484 7,371 28.50 1,646,766 — 33.00 3,715,000 — 18,048,706 9,728,227
Stock options
Schedule of stock options granted	Weighted Stock Average Options Exercise Price Outstanding—January 1, 2019 1,401,276 $ 31.34 Granted 25,000 32.78 Exercised (6,477) 33.00 Forfeited (21,152) 30.43 Outstanding—March 31, 2019 1,398,647 31.37 Vested—March 31, 2019 496,537 33.00
Time-based stock option awards
Schedule of fair value of stock options grants determined with assumptions	Expected term 6.25 years Expected stock price volatility 28 % Risk-free interest rate 2.51 % Expected dividend yield — % Weighted average grant date fair value $ 10.89
Class A common stock
Schedule of stock options granted	Unvested Class A Grant Date Common Stock Fair Value Outstanding—January 1, 2019 119,078 $ 33.00 Forfeited (909) 33.00 Outstanding—March 31, 2019 118,169 33.00

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2019
LEASES
Future minimum lease commitments under operating leases	Period Amount Nine months ended December 31, 2019 $ 29,902 2020 37,994 2021 31,524 2022 26,664 2023 21,793 2024 and thereafter 86,001 233,878 Less: present value discount (52,281) Operating lease liabilities at March 31, 2019 $ 181,597

CASH FLOW INFORMATION (Tables)

CASH FLOW INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2019
CASH FLOW INFORMATION
Schedule of supplemental cash flow information	Three Months Ended March 31, 2018 2019 Supplemental disclosures of cash flow information—cash paid for: Interest $ 14,432 $ 11,462 Income taxes $ 839 $ 1,548 Supplemental non-cash cash flow information: Fair market value of estimated contingent consideration in connection with acquisitions $ 8,928 $ 29,583 Fair market value of restricted common units in connection with acquisitions and contingent consideration $ 6,584 $ — Net tangible assets acquired in connection with business acquisitions $ 193 $ 1,502 Deferred taxes and tax receivable agreements $ — $ 858 Right of use asset related to operating leases $ — $ 171,189 Lease liability related to operating leases $ — $ 181,597

SUMMARY OF ACCOUNTING POLICIE_2

SUMMARY OF ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
Recent Accounting Pronouncements
Operating lease liabilities	$ 181,597
Operating lease assets	$ 171,189
Accounting Standards Update 2016-02
Recent Accounting Pronouncements
Operating lease liabilities		$ 144,000
Operating lease assets		$ 134,000

IPO, REORGANIZATION TRANSACTI_2

IPO, REORGANIZATION TRANSACTIONS AND USE OF PROCEEDS (Details) $ / shares in Units, $ in Thousands	Jul. 30, 2018USD ($)Vote$ / sharesshares	Mar. 31, 2019$ / sharesshares	Dec. 31, 2018$ / shares
Class A common stock
Initial Public Offering
Issuance of stock (in shares)		403,712
Common stock, par value | $ / shares		$ 0.01	$ 0.01
Reorganization Transactions
Number of votes for each share | Vote	1
Issue of shares, Reorganization transaction	23,881,002
Non-compensatory stock options issued to purchase of common stock under the reorganization transaction	386,832
Compensatory stock options issued to purchase of common stock under the reorganization transaction	348,577
Number of shares cancelled under reorganization transaction	240,457
Class B common stock
Initial Public Offering
Common stock, par value | $ / shares		$ 0.01	$ 0.01
Reorganization Transactions
Number of votes for each share | Vote	1
Issue of shares, Reorganization transaction	22,499,665
Number of new shares issued after cancellation under the reorganization transaction	240,457
IPO
Reorganization Transactions
Net proceeds used to pay certain owners | $	$ 35,537
Number of units exchanged	17,583,947
Repayment of credit facility | $	$ 392,535
Residual contribution | $	137,088
IPO | Focus LLC
Reorganization Transactions
Payment for exchange of units | $	$ 529,623
IPO | Class A common stock
Initial Public Offering
Issuance of stock (in shares)	18,648,649
Common stock, par value | $ / shares	$ 0.01
Reorganization Transactions
Proceeds from sale of common stock | $	$ 565,160
Underwriters option | Class A common stock
Initial Public Offering
Issuance of stock (in shares)	2,432,432
Share price (in dollars per share) | $ / shares	$ 33
Reorganization Transactions
Proceeds from sale of common stock | $	$ 74,651

NON-CONTROLLING INTEREST AND _3

NON-CONTROLLING INTEREST AND LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net loss attributable to common stockholders
Net loss	$ (2,828)	$ (12,054)
Non-controlling interest	(114)
Net loss attributable to common shareholders	(2,942)
Basic loss per share:
Net loss attributable to common shareholders	$ (2,942)
Basic loss per share	$ (0.06)
Diluted loss per share:
Net loss attributable to common shareholders	$ (2,942)
Total	46,211,599
Diluted loss per share	$ (0.06)
Class A common stock
Basic loss per share:
Weighted average shares of Class A common stock outstanding	46,211,599
Basic loss per share	$ (0.06)
Diluted loss per share:
Weighted average shares of Class A common stock outstanding	46,211,599
Stock options excluded from diluted loss per share	7,855
Diluted loss per share	$ (0.06)
Market based stock options
Diluted loss per share:
Stock options excluded from diluted loss per share	155,000
Threshold period	90 days
Vesting period	5 years
Threshold volume weighted average per share price trigger	$ 100
Focus LLC
LOSS PER SHARE
Focus LLC common units held by continuing owners	22,568,831,000
Common unit equivalents of outstanding vested and unvested incentive units held by continuing owners	7,614,402,000
Total common units and common unit equivalents attributable to non-controlling interest	30,183,233,000
Total common units and common unit equivalents of incentive units outstanding	76,858,416,000
Ownership interest (as a percentage)	39.30%
Non-controlling interest allocation	60.70%
Convertible incentive units	18,048,706

ACQUISITIONS - Business Acquisi

ACQUISITIONS - Business Acquisitions (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)item	Dec. 31, 2018USD ($)	Dec. 31, 2017USD ($)
Allocation of purchase price:
Goodwill	$ 945,503	$ 860,495	$ 515,489
Business acquisitions
ACQUISITIONS
Number of business acquisitions closed | item	12
Number of business acquisitions closed during the period which are new subsidiary partner firms | item	3
Consideration:
Cash due at closing	$ 204,012
Fair market value of estimated contingent consideration	29,583
Total consideration	233,595
Allocation of purchase price:
Total tangible assets	27,408
Total liabilities assumed	(25,906)
Goodwill	84,899
Total allocated consideration	233,595
Amount of tax on goodwill and intangibles related to business acquisitions	$ 203,269
Deductibility period for goodwill and intangible assets acquired in a business acquisition (in years)	15 years
Revenue from acquired entity in business acquisitions	$ 8,842
Income from acquired entity in business acquisitions	867
Business acquisitions | Management contracts
Allocation of purchase price:
Finite-lived intangible assets	6,154
Business acquisitions | Customer relationships
Allocation of purchase price:
Finite-lived intangible assets	140,596
Business acquisitions | Other intangibles
Allocation of purchase price:
Finite-lived intangible assets	$ 444

ACQUISITIONS - Asset Acquisitio

ACQUISITIONS - Asset Acquisitions (Details) $ in Thousands	1 Months Ended	3 Months Ended
	May 09, 2019USD ($)item	Mar. 31, 2019USD ($)item
Asset Acquisitions
Weighted-average useful life of all intangibles acquired		10 years
Business acquisitions
Asset Acquisitions
Number of business acquisitions | item		12
Purchase consideration for asset acquisitions | $		$ 204,012
Business acquisitions | Subsequent Events
Asset Acquisitions
Number of business acquisitions | item	9
Purchase consideration for asset acquisitions | $	$ 79,616
Management contracts
Asset Acquisitions
Weighted-average useful life of all intangibles acquired		20 years
Customer relationships
Asset Acquisitions
Weighted-average useful life of all intangibles acquired		9 years
Other intangibles
Asset Acquisitions
Weighted-average useful life of all intangibles acquired		5 years

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS - Change in the goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Change in the goodwill
Goodwill beginning of period	$ 883,119	$ 538,113
Cumulative impairment losses beginning of period	(22,624)	(22,624)
Balance beginning of period	860,495	515,489
Goodwill acquired	84,899	347,496
Other	109	(2,490)
Goodwill period increase (decrease)	85,008	345,006
Goodwill end of period	968,127	883,119
Cumulative impairment losses end of period	(22,624)	(22,624)
Balance end of period	$ 945,503	$ 860,495

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS- Intangible assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Amortizing acquired intangible assets
Gross Carry Amount	$ 1,293,653	$ 1,145,700
Accumulated Amortization	(412,557)	(383,505)
Net Book Value	881,096	762,195
Customer relationships
Amortizing acquired intangible assets
Gross Carry Amount	1,149,491	1,008,186
Accumulated Amortization	(376,044)	(349,125)
Net Book Value	773,447	659,061
Management contracts
Amortizing acquired intangible assets
Gross Carry Amount	139,298	133,112
Accumulated Amortization	(33,868)	(31,911)
Net Book Value	105,430	101,201
Other intangibles
Amortizing acquired intangible assets
Gross Carry Amount	4,864	4,402
Accumulated Amortization	(2,645)	(2,469)
Net Book Value	$ 2,219	$ 1,933

FAIR VALUE MEASUREMENTS - Impli

FAIR VALUE MEASUREMENTS - Implied fair value (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Implied fair value based on level 2 inputs
Stated value	$ 1,084,683	$ 836,582
First Lien Term Loan
Implied fair value based on level 2 inputs
Stated value	796,978	798,985
Fair value	$ 792,993	$ 773,018

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Changes in the fair value (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Changes in the fair value of estimated contingent consideration for business acquisitions
Balance at beginning of period	$ 98,905	$ 76,677
Additions to estimated contingent consideration	29,583	42,086
Payments of contingent consideration	(16,819)	(26,237)
Non-cash changes in fair value of estimated contingent consideration	7,414	6,638
Other	(41)	(259)
Balance at end of period	119,042	98,905
Other liabilities
Changes in the fair value of estimated contingent consideration for business acquisitions
Contingent consideration paid in cash	$ 16,819	23,816
Contingent consideration issued of restricted common units		$ 2,421

FAIR VALUE MEASUREMENTS - Conti

FAIR VALUE MEASUREMENTS - Contingent consideration (Details) - Level 3 $ in Thousands	Mar. 31, 2019USD ($)item	Dec. 31, 2018USD ($)item
Inputs used in the fair value measurement of estimated contingent consideration
Estimated contingent consideration | $	$ 119,042	$ 98,905
Valuation techniques	us-gaap:ValuationTechniqueOptionPricingModelMember	us-gaap:ValuationTechniqueOptionPricingModelMember
Unobservable input	focs:MeasurementInputForecastedGrowthRatesMember	focs:MeasurementInputForecastedGrowthRatesMember
Minimum
Inputs used in the fair value measurement of estimated contingent consideration
Estimated contingent consideration (in percent)	(21.7)	(16.2)
Maximum
Inputs used in the fair value measurement of estimated contingent consideration
Estimated contingent consideration (in percent)	147	18.7

CREDIT FACILITY - Old and New C

CREDIT FACILITY - Old and New Credit Facility (Details) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019USD ($)	Dec. 31, 2018USD ($)
CREDIT FACILITY
Face amount of debt	$ 1,086,978	$ 838,985
Credit Facility
CREDIT FACILITY
Actual total secured leverage ratio	3.88
Secured leverage ratio threshold for contingent principle payments		3.75
Credit Facility | Maximum
CREDIT FACILITY
Actual total secured leverage ratio	6.25
First Lien Term Loan
CREDIT FACILITY
Face amount of debt	$ 803,000
Quarterly installment repayments	2,007
First Lien Revolver
CREDIT FACILITY
Accordion feature	650,000
Maximum borrowing capacity	$ 30,000
Unused commitment fee (as a percent)	0.50%
First Lien Revolver Step Down One
CREDIT FACILITY
Unused commitment fee (as a percent)	0.375%
First Lien Revolver Step Down Two
CREDIT FACILITY
Unused commitment fee (as a percent)	0.25%
LIBOR | First Lien Term Loan
CREDIT FACILITY
Margin (as a percent)	2.50%
LIBOR | First Lien Revolver
CREDIT FACILITY
Margin (as a percent)	2.00%
LIBOR | First Lien Revolver Step Down One
CREDIT FACILITY
Margin (as a percent)	1.75%
LIBOR | First Lien Revolver Step Down Two
CREDIT FACILITY
Margin (as a percent)	1.50%
LIBOR | First Lien Revolver Step Down Three
CREDIT FACILITY
Margin (as a percent)	1.25%
Base rate | Credit Facility
CREDIT FACILITY
Margin (as a percent)	1.50%
Base rate | First Lien Revolver
CREDIT FACILITY
Margin (as a percent)	1.00%
Base rate | First Lien Revolver Step Down One
CREDIT FACILITY
Margin (as a percent)	0.75%
Base rate | First Lien Revolver Step Down Two
CREDIT FACILITY
Margin (as a percent)	0.50%
Base rate | First Lien Revolver Step Down Three
CREDIT FACILITY
Margin (as a percent)	0.25%

CREDIT FACILITY - Reconciliatio

CREDIT FACILITY - Reconciliation of Principal Amounts Outstanding (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
CREDIT FACILITY
Unamortized debt financing costs	$ (2,295)	$ (2,403)
Amount outstanding under credit facility	1,084,683	836,582
First Lien Term Loan
CREDIT FACILITY
Carrying value of debt	796,978	798,985
Amount outstanding under credit facility	796,978	798,985
First Lien Revolver
CREDIT FACILITY
Carrying value of debt	$ 290,000	$ 40,000

CREDIT FACILITY - First Lien Re

CREDIT FACILITY - First Lien Revolver and Letters of Credit (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
CREDIT FACILITY
Weighted average interest rate	5.00%	6.00%
First Lien Revolver
CREDIT FACILITY
Unused commitment line	$ 354,617	$ 605,793
Letter of credit
CREDIT FACILITY
Letter of credit outstanding	$ 5,383	$ 4,207
Annual interest rate	1.00%	1.00%

EQUITY - Common stock (Details)

EQUITY - Common stock (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2019	Mar. 31, 2018
Fair value of the stock option grants determined with assumptions
Compensation expense recognized		$ 0	$ 126
Class A common stock
EQUITY
Issuance of common stock (in shares)	403,712
Class B common stock
EQUITY
Common stock retired (in shares)	254,441
Incentive Units
EQUITY
Common stock exchanged (in shares)	(217,730)	(217,730)
Issuance of common stock in connection with acquisitions (in shares)	403,712
Fair value of the stock option grants determined with assumptions
Compensation expense recognized		$ 3,019	$ 3,728
Common Stock | Class A common stock
Changes in unvested common stock
Outstanding at the beginning of the period		119,078
Forfeited		(909)
Outstanding at the end of the period	118,169	118,169
Changes in unvested common stock, Grant Date Fair Value
Forfeited		$ 33
Outstanding at the end of the period	$ 33	$ 33
Common Stock | Stock options
Changes in stock options
Outstanding at the beginning of the period		1,401,276
Granted		25,000
Exercised		(6,477)
Forfeited		21,152
Outstanding at the end of the period	1,398,647	1,398,647
Vested		496,537
Changes in stock option, Weighted Average Exercise Price
Outstanding at the beginning of the period		$ 31.34
Granted		32.78
Exercised		33
Forfeited		30.43
Outstanding at the end of the period	$ 31.37	31.37
Vested		$ 33
Fair value of the stock option grants determined with assumptions
Compensation expense recognized		$ 902
Common Stock | Time-based stock option awards
Fair value of the stock option grants determined with assumptions
Expected term (in years)		6 years 3 months
Expected stock price volatility (in percent)		28.00%
Risk-free interest rate (in percent)		2.51%
Weighted average grant date fair value		$ 10.89

EQUITY - Focus LLC Incentive Un

EQUITY - Focus LLC Incentive Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2019	Mar. 31, 2018
Weighted Average Hurdle Price
Non-cash equity compensation expense		$ 0	$ 126
Incentive Units
Incentive Units
Outstanding at the beginning of the period		18,597,474
Common stock exchanged (in shares)	(217,730)	(217,730)
Forfeited		(331,038)
Outstanding at the end of the period	18,048,706	18,048,706
Vested at the end of the period		9,728,227
Weighted Average Hurdle Price
Outstanding at the beginning of the period		$ 20.63
Exchanged		12.20
Forfeited		27.80
Outstanding at the end of the period	$ 20.60	20.60
Vested at the end of the period	$ 14.25	$ 14.25
Non-cash equity compensation expense		$ 3,019	$ 3,728
Incentive Units | Hurdle Rate $1.42
Incentive Units
Outstanding at the end of the period	175,421	175,421
Vested at the end of the period		175,421
Weighted Average Hurdle Price
Hurdle Rates		$ 1.42
Incentive Units | Hurdle Rate 5.50
Incentive Units
Outstanding at the end of the period	97,798	97,798
Vested at the end of the period		97,798
Weighted Average Hurdle Price
Hurdle Rates		$ 5.50
Incentive Units | Hurdle Rate 6.00
Incentive Units
Outstanding at the end of the period	56,702	56,702
Vested at the end of the period		56,702
Weighted Average Hurdle Price
Hurdle Rates		$ 6
Incentive Units | Hurdle Rate 7.00
Incentive Units
Outstanding at the end of the period	514,609	514,609
Vested at the end of the period		514,609
Weighted Average Hurdle Price
Hurdle Rates		$ 7
Incentive Units | Hurdle Rate 9.00
Incentive Units
Outstanding at the end of the period	2,081,799	2,081,799
Vested at the end of the period		2,081,799
Weighted Average Hurdle Price
Hurdle Rates		$ 9
Incentive Units | Hurdle Rate 11.00
Incentive Units
Outstanding at the end of the period	1,372,761	1,372,761
Vested at the end of the period		1,372,761
Weighted Average Hurdle Price
Hurdle Rates		$ 11
Incentive Units | Hurdle Rate 12.00
Incentive Units
Outstanding at the end of the period	520,000	520,000
Vested at the end of the period		520,000
Weighted Average Hurdle Price
Hurdle Rates		$ 12
Incentive Units | Hurdle Rate 13.00
Incentive Units
Outstanding at the end of the period	858,817	858,817
Vested at the end of the period		852,151
Weighted Average Hurdle Price
Hurdle Rates		$ 13
Incentive Units | Hurdle Rate 14.00
Incentive Units
Outstanding at the end of the period	56,205	56,205
Vested at the end of the period		56,205
Weighted Average Hurdle Price
Hurdle Rates		$ 14
Incentive Units | Hurdle Rate 16.00
Incentive Units
Outstanding at the end of the period	168,552	168,552
Vested at the end of the period		168,552
Weighted Average Hurdle Price
Hurdle Rates		$ 16
Incentive Units | Hurdle Rate 17.00
Incentive Units
Outstanding at the end of the period	80,000	80,000
Vested at the end of the period		65,000
Weighted Average Hurdle Price
Hurdle Rates		$ 17
Incentive Units | Hurdle Rate 19.00
Incentive Units
Outstanding at the end of the period	884,797	884,797
Vested at the end of the period		811,047
Weighted Average Hurdle Price
Hurdle Rates		$ 19
Incentive Units | Hurdle Rate 21.00
Incentive Units
Outstanding at the end of the period	3,975,500	3,975,500
Vested at the end of the period		2,475,500
Weighted Average Hurdle Price
Hurdle Rates		$ 21
Incentive Units | Hurdle Rate 22.00
Incentive Units
Outstanding at the end of the period	1,289,667	1,289,667
Vested at the end of the period		342,104
Weighted Average Hurdle Price
Hurdle Rates		$ 22
Incentive Units | Hurdle Rate 23.00
Incentive Units
Outstanding at the end of the period	524,828	524,828
Vested at the end of the period		131,207
Weighted Average Hurdle Price
Hurdle Rates		$ 23
Incentive Units | Hurdle Rate 27.00
Incentive Units
Outstanding at the end of the period	29,484	29,484
Vested at the end of the period		7,371
Weighted Average Hurdle Price
Hurdle Rates		$ 27
Incentive Units | Hurdle Rate 28.50
Incentive Units
Outstanding at the end of the period	1,646,766	1,646,766
Weighted Average Hurdle Price
Hurdle Rates		$ 28.50
Incentive Units | Hurdle Rate 33.00
Incentive Units
Outstanding at the end of the period	3,715,000	3,715,000
Weighted Average Hurdle Price
Hurdle Rates		$ 33

INCOME TAXES (Details)

INCOME TAXES (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
INCOME TAXES
Estimated annual effective tax rate	30.20%
Uncertain tax positions reserve	$ 0

TAX RECEIVABLE AGREEMENTS (Deta

TAX RECEIVABLE AGREEMENTS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)agreement
TAX RECEIVABLE AGREEMENTS
Number of tax receivable agreements | agreement	2
Payment to TRA holder on net cash savings (as a percent)	85.00%
Retained benefit on net cash savings (as a percent)	15.00%
TRA obligations | $	$ 43,075

LEASES (Details)

LEASES (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
LEASES
Initial term	12 years
Operating lease cost, selling, general and administrative expenses	$ 9,665
Cash flows from operating leases	$ 9,094
Weighted-average discount rate	6.00%
Weighted-average remaining lease term	7 years 7 months 6 days
Future minimum lease commitments under operating leases
Nine months ended December 31, 2019	$ 29,902
2020	37,994
2021	31,524
2022	26,664
2023	21,793
2024 and thereafter	86,001
Total	233,878
Less: present value discount	(52,281)
Operating lease liabilities at March 31, 2019	$ 181,597

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
COMMITMENTS AND CONTINGENCIES
Liabilities, clearing brokers	$ 0	$ 0

CASH FLOW INFORMATION (Details)

CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Supplemental disclosures of cash flow information-cash paid for:
Interest	$ 11,462	$ 14,432
Income taxes	1,548	839
Supplemental non-cash cash flow information:
Fair market value of estimated contingent consideration in connection with acquisitions	29,583	8,928
Fair market value of restricted common units in connection with acquisitions and contingent consideration		6,584
Net tangible assets acquired in connection with business acquisitions	1,502	$ 193
Deferred taxes and tax receivable agreements	858
Right of use asset related to operating leases	171,189
Lease liability related to operating leases	$ 181,597

RELATED PARTIES (Details)

RELATED PARTIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
RELATED PARTIES
Expenses recognized	$ 629	$ 523

OTHER (Details)

OTHER (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
OTHER
Management contract buyout expense	$ 1,428