EQUITY | 10. EQUITY The following is a summary of the capital stock of the Company: Class A Common Stock Voting Rights Holders of shares of the Company's Class A common stock are entitled to one vote per share held of record on all matters to be voted upon by the shareholders. The holders of Class A common stock do not have cumulative voting rights in the election of directors. Dividend Rights Holders of shares of the Company’s Class A common stock are entitled to ratably receive dividends when and if declared by the Company’s Board of Directors (the “Board”) out of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends and to any prior rights and preferences that may be applicable to any outstanding preferred stock. Liquidation Rights Upon the Company’s liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the shareholders after payment of liabilities and the liquidation preference of any of the Company's outstanding shares of preferred stock. Other Matters The shares of the Company's Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by the Company. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of the Company’s Class A common stock are fully paid and non‑assessable. Class B Common Stock Voting Rights Holders of shares of the Company’s Class B common stock are entitled to one vote per share held of record on all matters to be voted upon by the shareholders. Holders of shares of the Company’s Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s shareholders for their vote or approval, except the amendment of certain provisions of the Company’s certificate of incorporation that would alter or change the powers, preferences or special rights of the Class B common stock so as to affect them adversely must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a single class, or as otherwise required by applicable law. Dividend and Liquidation Rights Holders of the Company’s Class B common stock do not have any right to receive dividends, unless the dividend consists of shares of the Company’s Class B common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class B common stock paid proportionally with respect to each outstanding share of our Class B common stock and a dividend consisting of shares of Class A common stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class A common stock on equivalent terms is simultaneously paid to the holders of Class A common stock. Holders of the Company’s Class B common stock do not have any right to receive a distribution upon a liquidation, dissolution or winding up of the Company. Preferred Stock The Company’s certificate of incorporation authorizes the Board, subject to any limitations prescribed by law, without further shareholder approval, to establish and to issue from time to time one or more classes or series of preferred stock, par value $0.01 per share, covering up to an aggregate of 500,000,000 shares of preferred stock. Each class or series of preferred stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of shareholders. 2018 Omnibus Incentive Plan On July 30, 2018, the Board adopted the Focus Financial Partners Inc. 2018 Omnibus Incentive Plan (the “Omnibus Plan”) for the employees, consultants and the directors of the Company and its affiliates who perform services for it. The Omnibus Plan provides for potential grants of the following awards with respect to shares of the Company’s Class A common stock, to the extent applicable: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options or any other form of stock options; (iii) restricted stock awards; (iv) phantom stock awards; (v) restricted stock units; (vi) bonus stock; (vii) performance awards; (viii) annual cash incentive awards; (ix) any of the foregoing award types (other than incentive stock options) as awards related to Focus LLC’s units; and (x) incentive units in Focus LLC. The maximum aggregate number of shares of the Company's Class A common stock that may be issued pursuant to awards under the Omnibus Plan shall not exceed 6,000,000 shares (including such number of Focus LLC's units or other securities which can be exchanged or converted into shares of Class A common stock). The reserve pool is subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of awards, as provided under the Omnibus Plan. If the shares or units subject to any award are not issued or transferred, or cease to be issuable or transferable for any reason, including (but not exclusively) because shares or units are withheld or surrendered in payment of taxes or any exercise or purchase price relating to an award or because an award is forfeited, terminated, expires unexercised, is settled in cash or is otherwise terminated without a delivery of shares or units, those shares or units will again be available for issue, transfer or exercise pursuant to awards under the Omnibus Plan to the extent allowable by law. The Omnibus Plan also contains a provision that will add an additional number of shares of Class A common stock equal to the lesser of (a) 3,000,000 shares, (b) 5% of the outstanding (vested and unvested) shares of Class A common stock and Focus LLC units on the last day of the previous year, and (c) an amount determined by the Board, each year between 2019 and 2028. In connection with the IPO and Reorganization Transactions described in Note 3, the Company granted: (i) fully vested non-compensatory stock options to purchase an aggregate of 386,832 shares of Class A common stock, (ii) compensatory stock options to purchase an aggregate of 348,577 shares of Class A common stock which vest in three equal installments on December 31, 2018, 2019 and 2020, (iii) 178,608 shares of unvested Class A common stock valued at $33.00 per share which vest in three equal installments on December 31, 2018, 2019 and 2020 and (iv) market-based stock options to purchase an aggregate of 155,000 shares of Class A common stock 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. Stock options granted subsequent to the IPO during the year ended December 31, 2018 and 2019 generally vest ratably over a four-year period. Restricted stock units granted during the year ended December 31, 2019 vest ratably over a four-year period. The following table provides information relating to the status of, and changes in, the Company's stock options granted during years ended December 31, 2018 and 2019: Stock Weighted Average Options Exercise Price Outstanding—January 1, 2018 — $ — Granted 1,401,276 31.34 Exercised — — Forfeited — — Outstanding—December 31, 2018 1,401,276 31.34 Vested—December 31, 2018 503,014 33.00 Granted 558,021 28.19 Exercised (25,575) 32.75 Forfeited (100,756) 30.31 Outstanding—December 31, 2019 1,832,966 30.42 Vested—December 31, 2019 698,805 32.01 For the purpose of calculating equity-based compensation expense for time-based stock option awards, the grant date fair value was determined using the Black-Scholes model with the following weighted average assumptions for the years ended December 31, 2018 and 2019: 2018 2019 Expected term 7.3 years 6.2 years Expected stock price volatility 32 % 29 % Risk-free interest rate 2.81 % 1.76 % Expected dividend yield — % — % Weighted average grant date fair value $ 12.56 $ 9.03 For the purpose of calculating equity-based compensation expense for market condition-based awards granted during the year ended December 31, 2018, the grant date fair value was determined through the application of the Monte Carlo Simulation Model with the following weighted average assumptions: Expected term 5.0 years Expected unit price volatility 30 % Risk-free interest rate 2.78 % Expected dividend yield — % Weighted average grant date fair value $ 3.97 The following table provides information relating to the status of, and changes in, the Company's unvested Class A common stock during the years ended December 31, 2018 and 2019: Weighted Average Unvested Class A Grant Date Common Stock Fair Value Outstanding—January 1, 2018 — $ — Granted 178,608 33.00 Forfeited — — Vested (59,530) 33.00 Outstanding—December 31, 2018 119,078 33.00 Granted — — Forfeited (12,500) 33.00 Vested (53,285) 33.00 Outstanding—December 31, 2019 53,293 33.00 The following table provides information relating to the status of, and changes in, the Company's restricted stock units granted during the year ended December 31, 2019: Weighted Average Grant Date Restricted Stock Units Fair Value Outstanding—January 1, 2019 — $ — Granted 98,061 27.90 Forfeited — — Vested — — Outstanding—December 31, 2019 98,061 27.90 The Company recognized $7,725 of non-cash equity compensation expense in relation to stock options and unvested Class A common stock during the year ended December 31 , 2018 inclusive of a one-time non-cash equity compensation expense of $4,504 in connection with the IPO and Reorganization Transactions. The Company recognized $4,247 of non-cash equity compensation expense in relation to stock options, unvested Class A common stock and restricted stock units during the year ended December 31, 2019. Total unrecognized expense, adjusted for estimated forfeitures, related to unvested stock options at December 31, 2019 was $8,911 and is expected to be recognized over a weighted-average period of 3.2 years. Total unrecognized expense, adjusted for estimated forfeitures, related to unvested Class A common stock at December 31, 2019 was $1,621, and is expected to be recognized over a period of 1.0 year. Total unrecognized expense, adjusted for estimated forfeitures, related to restricted stock units at December 31, 2019 was $2,569, and is expected to be recognized over a period of 4.0 years. Focus LLC Common Units As of December 31, 2019, Focus LLC had 22,075,749 common units that had a corresponding share of the Company's Class B common stock outstanding. Each common unit holder and incentive unitholder of Focus LLC (other than the Company), subject to certain limitations, has the right to cause Focus LLC to redeem all or a portion of their vested common units and vested incentive units (“Exchange Right”). Upon an exercise of an Exchange Right with respect to vested incentive units, such incentive units will first be converted into a number of common units that takes into account the then‑current value of the common units and such incentive units’ aggregate hurdle amount. Upon an exercise of an Exchange Right with respect to vested common units, and immediately after the conversion of vested incentive units into common units, Focus LLC will acquire each tendered common unit for, at its election, (i) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) an equivalent amount of cash. In addition, in connection with any redemption of vested common units (other than common units received upon a conversion of incentive units as described in this paragraph), the corresponding shares of Class B common stock will be cancelled. Alternatively, upon the exercise of any Exchange Right, the Company (instead of Focus LLC) will have the right to acquire each tendered common unit (and corresponding share of Class B common stock, as applicable) from the exchanging unitholder for, at its election, (i) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions, or (ii) an equivalent amount of cash. The Exchange Rights are subject to certain limitations and restrictions intended to ensure that Focus LLC will continue to be treated as a partnership for U.S. federal income tax purposes. 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. In June 2019, the Company issued an aggregate of 423,985 shares of Class A common stock and retired 260,385 shares of Class B common stock and 248,142 incentive units in Focus LLC and acquired 423,985 common units in Focus LLC, in each case as part of the regular quarterly exchanges offered to holders of units in Focus LLC In September 2019, the Company issued an aggregate of 150,681 shares of Class A common stock and retired 109,781 shares of Class B common stock and 81,673 incentive units in Focus LLC and acquired 150,681 common units in Focus LLC, in each case as part of the regular quarterly exchanges offered to holders of units in Focus LLC. In December 2019, the Company issued an aggregate of 163,959 shares of Class A common stock and retired 122,916 shares of Class B common stock and 70,572 incentive units in Focus LLC and acquired 163,959 common units in Focus LLC, in each case as part of the regular quarterly exchanges offered to holders of units in Focus LLC. During the year ended December 31, 2017 Focus LLC recorded $263 of non-cash equity compensation expense for certain common units that met time-based vesting criteria. Focus LLC Incentive Units Focus LLC’s Operating Agreement provides for the granting of incentive units. Grants are designed as profits interests, which entitle a holder to receive distributions in excess of a specific hurdle amount, subject to the provisions of Focus LLC’s Operating Agreement. Incentive unit vesting provisions are either time-based or market-based. The Company uses the Black-Scholes option-pricing model to determine the fair value of time-based incentive units. The determination of the fair value using the Black-Scholes option-pricing model is affected by the Company’s estimated common unit price, as well as by assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected unit price volatility over the term of the incentive unit, expected term, risk-free interest rates and expected dividend yield. The estimated grant-date fair values of the 2017, 2018 and 2019 time-based incentive unit grants were calculated based on the following weighted-average assumptions: 2017 2018 2019 Expected term 4.0 years 4.0 years 4.0 years Expected unit price volatility 37 % 31 % 29 % Risk-free interest rate 1.79 % 2.53 % 1.64 % Expected dividend yield — % — % — % Weighted average grant date fair value $ 6.64 $ 7.71 $ 7.15 In connection with IPO and Reorganization Transactions described in Note 3, Focus LLC (i) granted 3,845,000 market-based incentive units with a hurdle rate of $33.00 that vest on the fifth anniversary of the pricing of the IPO if the 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, (ii) amended, effective on pricing of the IPO, 3,000,000 incentive units with a hurdle rate of $21.00 such that the first fifty percent vest if the Company’s weighted average price per share is at least $35.00 for the first ninety days following the pricing of the IPO. Following that ninety day period, all incentive units that remain unvested will be eligible to vest on the three year anniversary of the IPO if the weighted average per share price for the ninety day period immediately preceding the third anniversary of the IPO is: (i) less than $42.00, then no remaining unvested incentive units will vest; (ii) greater than $63.00, then all remaining unvested incentive units will become vested; and (iii) if between $42.00 and $63.00, then (x) fifty percent of the remaining unvested incentive units will vest and (y) the remaining fifty percent of the remaining unvested incentive units will vest linearly based on where the price falls within the range of $42.00 and $63.00. The weighted average price of the Company’s Class A common stock for the ninety days following the pricing of the IPO exceeded the $35.00 threshold, accordingly, the first fifty percent or 1,500,000 incentive units vested in October 2018. For the purpose of calculating equity-based compensation expense for these market condition-based incentive units, the grant date fair value during the year ended December 31, 2018 was determined through the application of the Monte Carlo Simulation Model with the following weighted average assumptions: Expected term 4.1 years Expected unit price volatility 30 % Risk-free interest rate 2.74 % Expected dividend yield — % Weighted average grant date fair value $ The Company has recorded $10,247, $36,743 and $14,082 of non-cash equity compensation expense for incentive units during the years ended December 31, 2017, 2018 and 2019, respectively. Non-cash equity compensation expense for the year ended December 31, 2017 includes non-cash equity compensation expense related to time and performance based incentive units that were vested in connection with the issuance of Convertible Preferred Units as described below. Non-cash equity compensation expense for the year ended December 31, 2018 includes one-time non-cash equity compensation expense of $14,756 related to certain time-based incentive units that were modified and vested or exchanged for Focus LLC common units in connection with the IPO and Reorganization Transactions described in Note 3. Total unrecognized expense, adjusted for estimated forfeitures, related to unvested incentive units at December 31, 2019, was $44,693 and is expected to be recognized over a weighted-average period of 3.1 years. The following table provides information relating to the status of, and changes in, Focus LLC incentive units granted during the years ended December 31, 2017, 2018 and 2019: Weighted Average Incentive Units Hurdle Price Outstanding—January 1, 2017 12,234,283 $ 10.97 Granted 6,193,042 21.30 Forfeited (392,375) 16.50 Redeemed (2,805,911) 8.25 Outstanding—December 31, 2017 15,229,039 15.53 Vested—December 31, 2017 8,237,146 11.22 Outstanding—January 1, 2018 15,229,039 15.53 Granted 6,426,715 30.73 Forfeited (311,625) 22.26 Redeemed (2,746,655) 15.79 Outstanding—December 31, 2018 18,597,474 20.63 Vested—December 31, 2018 9,910,399 14.19 Outstanding—January 1, 2019 18,597,474 20.63 Granted 2,106,131 28.01 Exchanged (618,117) 11.24 Forfeited (331,038) 27.80 Outstanding—December 31, 2019 19,754,450 21.59 Vested—December 31, 2019 10,288,263 15.37 Incentive units outstanding and vested at December 31, 2019 were as follows: Number Vested Hurdle Rates Outstanding Units $1.42 175,421 175,421 5.50 97,798 97,798 6.00 56,702 56,702 7.00 482,545 482,545 9.00 1,984,779 1,984,779 11.00 1,148,023 1,148,023 12.00 520,000 520,000 13.00 831,416 831,416 14.00 56,205 56,205 16.00 168,552 168,552 17.00 80,000 72,500 19.00 865,633 859,383 21.00 3,975,500 2,475,500 22.00 1,289,667 657,960 23.00 524,828 262,414 26.26 25,000 — 27.00 29,484 7,371 27.90 2,051,131 — 28.50 1,646,766 411,694 33.00 3,715,000 20,000 36.64 30,000 — 19,754,450 10,288,263 Focus LLC Convertible Preferred Units In July 2017, pursuant to a series of transactions and a tender offer, investors acquired 30,918,280 of the Company’s Convertible Preferred Units at a price of $21 per unit for $649,284. Such funds, together with a portion of the proceeds from the Credit Facility, were used primarily to create cash liquidity for existing holders of the Company’s then outstanding senior preferred units, junior preferred units, common units and incentive units. In connection with the transactions, accrued preferred return of $44,815 related to the senior preferred units and junior preferred units was converted, redeemed or recapitalized and $3,063 of accrued preferred return was paid in cash. The Convertible Preferred Units were recorded at $21 per unit, their fair value on the effective date of the transactions, net of transaction expenses of $2,012. The investors acquired the senior preferred units and junior preferred units from certain of Focus LLC’s existing preferred unitholders for $207,014, net of transaction expenses, and from Focus LLC for $442,270. Through a tender offer, Focus LLC subsequently retired 17,195,412 senior preferred units, 10,332,956 junior preferred units, 6,521,720 common units, and 2,767,911 incentive units. The price per unit paid for senior preferred units, junior preferred units and common units was $21 per unit reduced by an allocation of transaction expenses of $15,500 (borne by the selling unitholders). The price per unit paid for incentive units was $21 per unit reduced by an allocation of transaction expenses of $15,500 (borne by the selling unitholders) and the applicable hurdle rate of the incentive units. The Company accounted for the units acquired in the tender offer as a repurchase and retirement of the respective units with the difference between the cash paid and the carrying amount of the respective units, if any, recorded in accumulated deficit. Senior preferred units of 2,380,952 and junior preferred units of 58,495 that were not tendered by the investors were recapitalized as 2,439,447 of Convertible Preferred Units. In connection with the issuance of the Convertible Preferred Units, the Company recognized additional non-cash equity compensation expense of $24,369 related to certain common units and incentive units that were modified or contractually vested as a result of the transactions. The Company incurred certain legal, audit, tax and other professional fee costs in connection with the planned initial public offering that were initially capitalized. As a result of the Convertible Preferred Unit transaction, the planned initial public offering was delayed. Accordingly, the Company expensed $9,840 of costs initially capitalized in connection with the planned initial public offering in selling, general and administrative expenses in the accompanying consolidated statement of operations for the year ended December 31, 2017. In connection with the Reorganization Transactions described in Note 3, on July 30, 2018, outstanding Convertible Preferred Units were converted into common units on a one-for-one basis. Cash compensation expense In connection with the payment of cash of 25% in excess of the Gross IPO Price to Existing Owners who were not accredited investors and the payment of cash of 65% of the fair market value of non-compensatory stock options to Mandatorily Exchanging Owners in the Reorganization Transactions described in Note 3, the Company recognized a one-time cash compensation expense of $5,926 during the year ended December 31, 2018. |