EQUITY | 9. EQUITY Offerings In March 2021, the Company completed an underwritten offering of 7,987,367 shares of its Class A common stock, including 987,367 shares of Class A common stock sold in connection with a partial exercise of the option to purchase additional shares granted to the underwriters, at $48.00 per share. This amount included 7,725,061 shares offered by certain selling stockholders of the Company affiliated with the Companyâs private equity investors and 262,306 shares offered by the Company (the âMarch Offeringâ) on behalf of certain of the existing unitholders of Focus LLC. The net proceeds to the Company were $12,119, after deducting underwriting discounts and before other offering expenses of $1,122. The Company contributed the net proceeds from the sale of the shares of Class A common stock that it offered to Focus LLC in exchange for newly issued common units in Focus LLC. Focus LLC used the contributed amounts to purchase units in Focus LLC from certain unitholders and in connection with such purchase, the Company retired the corresponding shares of its Class B common stock, as applicable . In connection with the March Offering, the Company issued an aggregate of 2,640,369 shares of Class A common stock and retired 2,460,732 shares of Class B common stock and 364,180 incentive units in Focus LLC, and acquired 2,640,369 common units in Focus LLC. In June 2021, the Company completed an underwritten offering of 7,417,929 shares of its Class A common stock at $50.30 per share. This amount included 7,144,244 shares offered by certain selling stockholders of the Company affiliated with the Companyâs private equity investors and 273,685 shares offered by the Company (the âJune Offeringâ) on behalf of certain of the existing unitholders of Focus LLC. The net proceeds to the Company were $13,648, after deducting underwriting discounts and before other offering expenses of $287. The Company contributed the net proceeds from the sale of the shares of Class A common stock that it offered to Focus LLC in exchange for newly issued common units in Focus LLC. Focus LLC used the contributed amounts to purchase units in Focus LLC from certain unitholders and in connection with such purchase, the Company retired the corresponding shares of its Class B common stock, as applicable. In connection with the June Offering, the Company issued an aggregate of 3,927,729 shares of Class A common stock and retired 3,845,569 shares of Class B common stock and 144,850 incentive units in Focus LLC, and acquired 3,927,729 common units in Focus LLC. Exchange rights Each Focus LLC common unit, together with a corresponding share of the Companyâs 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 unitâs 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 Companyâs Class A common stock, or, if either the Company or Focus LLC so elects, cash. In March 2021, the Company issued an aggregate of 1,252,224 shares of Class A common stock and retired 1,181,759 shares of Class B common stock and 152,753 incentive units in Focus LLC, and acquired 1,252,224 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 2021, the Company issued an aggregate of 713,354 shares of Class A common stock and retired 649,187 shares of Class B common stock and 119,357 incentive units in Focus LLC and acquired 713,354 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 2021, the Company issued an aggregate of 453,567 shares of Class A common stock and retired 418,669 shares of Class B common stock and 50,000 incentive units in Focus LLC and acquired 453,567 common units in Focus LLC, in each case as part of the regular quarterly exchanges offered to holders of units in Focus LLC. Other During the three months ended June 30, 2021, Focus LLC issued 168,392 common units and the Company issued a corresponding number of shares of Class B common stock in connection with an acquisition. During the three months ended September 30, 2021, Focus LLC issued 64,706 common units and the Company issued a corresponding number of shares of Class B common stock in connection with a contingent consideration payment. Stock Options and Restricted Stock Units The following table provides information relating to the changes in the Companyâs stock options during the nine months ended September 30, 2021: â â â â â â â â â Weighted â â â â Average â â Stock â Exercise â â Options â Price OutstandingâJanuary 1, 2021 1,845,317 â $ 32.57 Granted â â â â â Exercised â (169,386) â â 31.56 Forfeited â (34,906) â â 32.65 OutstandingâSeptember 30, 2021 â 1,641,025 â â 32.67 VestedâSeptember 30, 2021 â 637,247 â â 31.33 â â â â â â â â â â â â Weighted â â Restricted â Average â â Stock â Grant Date â Units Fair Value OutstandingâJanuary 1, 2021 141,095 â $ 36.63 Granted â 312 â â 48.09 Forfeited â (6,954) â â 34.46 Vested â â â â â OutstandingâSeptember 30, 2021 â 134,453 â â 36.77 â The Company recognized $1,380 and $3,910 of non-cash equity compensation expense in relation to the stock options, unvested Class A common stock and restricted stock units during the three and nine months ended September 30, 2020, respectively. The Company recognized $1,570 and $3,860 of non-cash equity compensation expense in relation to the stock options and restricted stock units during the three and nine months ended September 30, 2021, respectively. â Focus LLC Restricted Common Units and Focus LLC Incentive Units The following table provides information relating to the changes in Focus LLC restricted common units during the nine months ended September 30, 2021: â â â â â â â â â Weighted â â Restricted â Average â â Common â Grant Date â â Units â Fair Value OutstandingâJanuary 1, 2021 73,276 â $ 44.71 Granted â â â â Forfeited (1,902) â â 44.71 Vested â â â â â OutstandingâSeptember 30, 2021 71,374 â 44.71 â 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 Companyâs estimated common unit price, as well as by assumptions regarding a number of complex and subjective variables. These variables include the Companyâs 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 value of the time-based incentive unit grants during the nine months ended September 30, 2021 was calculated based on the following weighted-average assumptions: â â â â â Expected term â 5.0 years Expected stock price volatility â 34.75 % Risk-free interest rate â 0.36 % Expected dividend yield â â % Weighted average grant date fair value $ 13.43 â â The following table provides information relating to the changes in Focus LLC incentive units during the nine months ended September 30, 2021: â â â â â â â â â Weighted â â â â Average â â Incentive â Hurdle â â Units â Price OutstandingâJanuary 1, 2021 17,234,497 â $ 24.34 Granted 30,000 â â 43.50 Exchanged â (831,140) â â 23.21 Forfeited (199,458) â â 23.22 OutstandingâSeptember 30, 2021 16,233,899 â 24.45 VestedâSeptember 30, 2021 9,025,107 â 18.30 â â Incentive units outstanding and vested at September 30, 2021 were as follows: â â â â â â â Number Vested Hurdle Rates â Outstanding â Units $1.42 421 â 421 5.50 798 â 798 6.00 386 â 386 7.00 1,081 â 1,081 9.00 1,308,107 â 1,308,107 11.00 813,001 â 813,001 12.00 513,043 â 513,043 13.00 540,000 â 540,000 14.00 10,098 â 10,098 16.00 45,191 â 45,191 17.00 20,000 â 20,000 19.00 527,928 â 527,928 21.00 3,170,236 â 3,170,236 22.00 836,417 â 539,313 23.00 524,828 â 393,621 26.26 â 18,750 â â 27.00 20,136 â 12,765 27.90 â 1,929,424 â 428,933 28.50 â 1,440,230 â 662,685 30.48 â 30,000 â 10,000 33.00 3,617,500 â 7,500 36.64 â 30,000 â 20,000 43.50 â 30,000 â â 44.71 â 806,324 â â â â 16,233,899 â 9,025,107 â In February 2021, the compensation committee of the Company applied its discretion to provide for a new measurement period for 1,162,500 incentive units of certain officers of the Company. As a result of the modification, 896,230 units were vested based on the weighted average price per share for the seven days prior to February 23, 2021, with vesting calculated based on the same stock price hurdles that were to apply on the third anniversary of the IPO. This vesting criteria provided that if the specified weighted average price per share was: (i) less than period immediately preceding the third anniversary of the Companyâs IPO. In July 2021, the third anniversary of the Companyâs IPO, In connection with the modification that resulted in the vesting of 896,230 units, the Company recognized additional non-cash equity compensation expense of $6,439 during the nine months ended September 30, 2021. In connection with the modification of the vesting terms of the 266,270 incentive units, the Company has recognized incremental non-cash equity compensation expense of $1,544 during the nine months ended September 30, 2021. â The Company recorded $3,926 and $11,678 of non-cash equity compensation expense for incentive units during the three and nine months ended September 30, 2020, respectively. The Company recorded $4,368 and $20,709 in total non-cash equity compensation expense for incentive units and restricted common units during the three and nine months ended September 30, 2021, respectively. |