Focus Financial Partners (FOCS) 10-Q 3 Aug 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Jul. 31, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Entity File Number	001-38604
Entity Registrant Name	Focus Financial Partners Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-4780811
Entity Address, Address Line One	875 Third Avenue, 28th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	646
Local Phone Number	519-2456
Title of 12(b) Security	Class A common stock, par value$0.01 per share
Trading Symbol	FOCS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001651052
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		66,018,464
Class B common stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		12,540,262

Unaudited condensed consolidate

Unaudited condensed consolidated balance sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
ASSETS
Cash and cash equivalents	$ 137,040	$ 139,973
Accounts receivable less allowances of $3,862 at 2022 and $4,349 at 2023	236,790	217,219
Prepaid expenses and other assets	206,983	151,356
Fixed assets-net	56,796	54,748
Operating lease assets	269,592	258,697
Debt financing costs-net	6,818	7,590
Deferred tax assets-net	238,677	230,130
Goodwill	2,310,675	2,167,917
Other intangible assets-net	1,757,799	1,639,124
TOTAL ASSETS	5,221,170	4,866,754
LIABILITIES
Accounts payable	13,605	12,213
Accrued expenses	97,443	80,679
Deferred revenue	9,826	10,726
Contingent consideration and other liabilities	523,568	335,033
Deferred tax liabilities	46,587	29,579
Operating lease liabilities	302,861	288,895
Borrowings under credit facilities (stated value of $2,563,970 and $2,650,818 at December 31, 2022 and June 30, 2023, respectively)	2,600,437	2,510,749
Tax receivable agreements obligations	215,013	224,611
TOTAL LIABILITIES	3,850,339	3,563,459
COMMITMENTS AND CONTINGENCIES (Note 12)
EQUITY
Additional paid-in capital	913,612	918,044
Retained earnings	148,324	116,779
Accumulated other comprehensive income	18,606	18,318
Total shareholders' equity	1,081,327	1,053,918
Non-controlling interest	289,504	249,377
Total equity	1,370,831	1,303,295
TOTAL LIABILITIES AND EQUITY	5,221,170	4,866,754
Related Party
LIABILITIES
Due to affiliates	40,999	70,974
Class A common stock
EQUITY
Common stock	660	659
Class B common stock
EQUITY
Common stock	$ 125	$ 118

Unaudited condensed consolida_2

Unaudited condensed consolidated balance sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accounts receivable, allowances	$ 4,349	$ 3,862
Borrowings under credit facilities, stated value	$ 2,650,818	$ 2,563,970
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	66,015,587	65,929,644
Common stock, outstanding shares	66,015,587	65,929,644
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	12,540,262	11,827,321
Common stock, outstanding shares	12,540,262	11,827,321

Unaudited condensed consolida_3

Unaudited condensed consolidated statements of operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
REVENUES:
Total revenues	$ 583,805	$ 539,211	$ 1,141,312	$ 1,075,778
OPERATING EXPENSES:
Compensation and related expenses	208,532	178,131	414,948	359,931
Management fees	139,035	136,802	263,629	274,641
Selling, general and administrative	114,991	94,771	227,807	183,421
Intangible amortization	74,623	64,649	146,409	124,925
Non-cash changes in fair value of estimated contingent consideration	6,076	(42,757)	22,564	(51,742)
Depreciation and other amortization	4,053	3,805	8,020	7,438
Total operating expenses	547,310	435,401	1,083,377	898,614
INCOME FROM OPERATIONS	36,495	103,810	57,935	177,164
OTHER INCOME (EXPENSE):
Interest income	639	17	1,103	20
Interest expense	(48,341)	(19,892)	(92,270)	(37,508)
Amortization of debt financing costs	(1,115)	(949)	(2,220)	(2,050)
Other expense-net	(229)	(1,451)	(2,954)	(1,487)
Income from equity method investments	354	11	529	106
Total other expense-net	(48,692)	(22,264)	(95,812)	(40,919)
INCOME (LOSS) BEFORE INCOME TAX	(12,197)	81,546	(37,877)	136,245
INCOME TAX EXPENSE (BENEFIT)	(41,279)	32,228	(59,982)	47,845
NET INCOME	29,082	49,318	22,105	88,400
Non-controlling interest	3,095	(16,235)	9,440	(26,215)
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	32,177	33,083	31,545	62,185
Wealth management fees
REVENUES:
Total revenues	555,574	517,421	1,089,463	1,032,600
Other
REVENUES:
Total revenues	$ 28,231	$ 21,790	$ 51,849	$ 43,178
Class A common stock
Income (loss) per share of Class A common stock:
Basic (in dollars per share)	$ 0.49	$ 0.51	$ 0.48	$ 0.95
Diluted (in dollars per share)	$ (0.10)	$ 0.50	$ (0.32)	$ 0.95
Weighted average shares of Class A common stock outstanding:
Basic (in shares)	65,999,323	65,389,642	65,969,827	65,360,667
Diluted (in shares)	85,668,061	65,596,377	85,144,280	65,682,081

Unaudited condensed consolida_4

Unaudited condensed consolidated statements of comprehensive income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Unaudited condensed consolidated statements of comprehensive income
Net income	$ 29,082	$ 49,318	$ 22,105	$ 88,400
Other comprehensive income, net of tax:
Foreign currency translation adjustments	3,729	(11,175)	3,290	(7,425)
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges	4,145	5,335	(2,904)	24,101
Comprehensive income	36,956	43,478	22,491	105,076
Less: Comprehensive (income) loss attributable to non-controlling interest	1,192	(15,005)	9,342	(30,061)
Comprehensive income attributable to common shareholders	$ 38,148	$ 28,473	$ 31,833	$ 75,015

Unaudited condensed consolida_5

Unaudited condensed consolidated statements of cash flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 22,105	$ 88,400
Adjustments to reconcile net income to net cash provided by operating activities-net of effect of acquisitions:
Intangible amortization	146,409	124,925
Depreciation and other amortization	8,020	7,438
Amortization of debt financing costs	2,220	2,050
Non-cash equity compensation expense	15,599	14,210
Non-cash changes in fair value of estimated contingent consideration	22,564	(51,742)
Income from equity method investments	(529)	(106)
Distributions received from equity method investments	681	776
Deferred taxes and other non-cash items	(7,249)	29,576
Changes in cash resulting from changes in operating assets and liabilities:
Accounts receivable	(16,985)	(9,398)
Prepaid expenses and other assets	(60,847)	(9,776)
Accounts payable	818	4,778
Accrued expenses	17,551	21,446
Due to affiliates	(30,000)	(51,962)
Contingent consideration and other liabilities	(11,420)	(40,201)
Deferred revenue	(2,116)	(1,122)
Net cash used in operating activities	106,821	129,292
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions and contingent consideration-net of cash acquired	(140,265)	(252,056)
Purchase of fixed assets	(9,468)	(6,429)
Investment and other	(500)	(5,232)
Net cash used in investing activities	(150,233)	(263,717)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit facilities	98,500	100,000
Repayments of borrowings under credit facilities	(13,152)	(12,348)
Payments in connection with tax receivable agreements	(9,598)	(3,856)
Contingent consideration paid	(22,186)	(21,397)
Payments of deferred cash consideration	(12,505)
Payments of debt financing costs		(1,111)
Proceeds from exercise of stock options	3,067	422
Equity awards withholding	(704)
Distributions for unitholders	(3,172)	(15,956)
Other		375
Net cash provided by financing activities	40,250	46,129
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	229	(1,339)
CHANGE IN CASH AND CASH EQUIVALENTS	(2,933)	(89,635)
CASH AND CASH EQUIVALENTS:
Beginning of period	139,973	310,684
End of period	$ 137,040	$ 221,049

Unaudited condensed consolida_6

Unaudited condensed consolidated statements of changes in equity - USD ($) $ in Thousands	Total Shareholders' Equity	Common Stock Class A common stock	Common Stock Class B common stock	Additional Paid-In Capital	Retained Earnings (Deficit)	Accumulated Other Comprehensive Income (Loss)	Non-controlling Interest	Total
Beginning balance at Dec. 31, 2021	$ 870,544	$ 653	$ 114	$ 841,753	$ 24,995	$ 3,029	$ 246,864	$ 1,117,408
Beginning balance (in shares) at Dec. 31, 2021		65,320,124	11,439,019
Increase (Decrease) in shareholders' equity
Net income	62,185				62,185		26,215	88,400
Issuance of common stock in connection with an acquisition and contingent consideration	7		$ 7					7
Issuance of common stock in connection with an acquisition and contingent consideration (in shares)			700,085
Issuance (cancellation) of common stock in connection with exercise of Focus LLC common unit exchange rights	4,123	$ 1	$ (1)	4,123				4,123
Issuance (cancellation) of common stock in connection with exercise of Focus LLC common unit exchange rights (in shares)		105,000	(105,000)
Issuance of common stock in connection with exercise of Focus LLC incentive unit exchange rights	87			87				87
Issuance of common stock in connection with exercise of Focus LLC incentive unit exchange rights (in shares)		1,956
Exercise of stock options	422			422				422
Exercise of stock options (in shares)		15,309
Change in non-controlling interest allocation	64,609			64,609			(42,104)	22,505
Non-cash equity compensation expenses	4,097			4,097				4,097
Currency translation adjustment - net of tax	(5,908)					(5,908)	(1,517)	(7,425)
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges-net of tax	18,738					18,738	5,363	24,101
Adjustments of deferred taxes, net of amounts payable under tax receivable agreements and changes from Focus LLC interest transactions	(4,869)			(4,869)				(4,869)
Ending balance at Jun. 30, 2022	1,014,035	$ 654	$ 120	910,222	87,180	15,859	234,821	1,248,856
Ending Balance (in shares) at Jun. 30, 2022		65,442,389	12,034,104
Beginning balance at Mar. 31, 2022	941,192	$ 653	$ 116	865,857	54,097	20,469	241,426	1,182,618
Beginning balance (in shares) at Mar. 31, 2022		65,362,389	11,601,814
Increase (Decrease) in shareholders' equity
Net income	33,083				33,083		16,235	49,318
Issuance of common stock in connection with an acquisition and contingent consideration	5		$ 5					5
Issuance of common stock in connection with an acquisition and contingent consideration (in shares)			512,290
Issuance (cancellation) of common stock in connection with exercise of Focus LLC common unit exchange rights	3,016	$ 1	$ (1)	3,016				3,016
Issuance (cancellation) of common stock in connection with exercise of Focus LLC common unit exchange rights (in shares)		80,000	(80,000)
Change in non-controlling interest allocation	40,862			40,862			(21,610)	19,252
Non-cash equity compensation expenses	2,105			2,105				2,105
Currency translation adjustment - net of tax	(8,823)					(8,823)	(2,352)	(11,175)
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges-net of tax	4,213					4,213	1,122	5,335
Adjustments of deferred taxes, net of amounts payable under tax receivable agreements and changes from Focus LLC interest transactions	(1,618)			(1,618)				(1,618)
Ending balance at Jun. 30, 2022	1,014,035	$ 654	$ 120	910,222	87,180	15,859	234,821	1,248,856
Ending Balance (in shares) at Jun. 30, 2022		65,442,389	12,034,104
Beginning balance at Dec. 31, 2022	1,053,918	$ 659	$ 118	918,044	116,779	18,318	249,377	1,303,295
Beginning balance (in shares) at Dec. 31, 2022		65,929,644	11,827,321
Increase (Decrease) in shareholders' equity
Net income	31,545				31,545		(9,440)	22,105
Issuance of common stock in connection with an acquisition and contingent consideration	7		$ 7					7
Issuance of common stock in connection with an acquisition and contingent consideration (in shares)			712,941
Exercise of stock options	3,067	$ 1		3,066				3,067
Exercise of stock options (in shares)		85,943
Change in non-controlling interest allocation	(6,387)			(6,387)			49,469	43,082
Non-cash equity compensation expenses	4,987			4,987				4,987
Currency translation adjustment - net of tax	2,528					2,528	762	3,290
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges-net of tax	(2,240)					(2,240)	(664)	(2,904)
Adjustments of deferred taxes, net of amounts payable under tax receivable agreements and changes from Focus LLC interest transactions	(6,098)			(6,098)				(6,098)
Ending balance at Jun. 30, 2023	1,081,327	$ 660	$ 125	913,612	148,324	18,606	289,504	1,370,831
Ending Balance (in shares) at Jun. 30, 2023		66,015,587	12,540,262
Beginning balance at Mar. 31, 2023	1,037,158	$ 660	$ 125	907,591	116,147	12,635	289,612	1,326,770
Beginning balance (in shares) at Mar. 31, 2023		65,960,079	12,540,262
Increase (Decrease) in shareholders' equity
Net income	32,177				32,177		(3,095)	29,082
Exercise of stock options	2,062			2,062				2,062
Exercise of stock options (in shares)		55,508
Change in non-controlling interest allocation	2,551			2,551			1,084	3,635
Non-cash equity compensation expenses	2,442			2,442				2,442
Currency translation adjustment - net of tax	2,827					2,827	902	3,729
Unrealized gain (loss) on interest rate swaps designated as cash flow hedges-net of tax	3,144					3,144	1,001	4,145
Adjustments of deferred taxes, net of amounts payable under tax receivable agreements and changes from Focus LLC interest transactions	(1,034)			(1,034)				(1,034)
Ending balance at Jun. 30, 2023	$ 1,081,327	$ 660	$ 125	$ 913,612	$ 148,324	$ 18,606	$ 289,504	$ 1,370,831
Ending Balance (in shares) at Jun. 30, 2023		66,015,587	12,540,262

GENERAL

GENERAL	6 Months Ended
	Jun. 30, 2023
GENERAL
GENERAL	1. GENERAL Organization and Business 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 are governed by its Fourth Amended and Restated Operating Agreement (the “Operating Agreement”). Focus LLC is in the business of acquiring and overseeing independent fiduciary wealth management and related businesses. The unaudited condensed consolidated financial statements reflect the results of operations and financial position of Focus Inc. and its subsidiaries (the “Company”). Recent Developments - Agreement and Plan of Merger & Rice, LLC (“CD&R”) and Stone Point Capital LLC (“Stone Point”) and certain other entities affiliated with Parent, pursuant to which Focus Inc. is to be acquired by affiliates of CD&R in an all-cash transaction (the “Merger”). Affiliates of Stone Point will retain a portion of their investment in Focus Inc. and provide new equity financing as part of the Merger. Subject to the terms and conditions of the Merger Agreement, each share of the Company’s Class A common stock will receive in cash per share and each share of the Company’s Class B common stock will be cancelled. If the Merger is consummated, the Company will cease to be publicly-traded. A special committee (the “Special Committee”) of the board of directors of the Company (the “Board”), comprised solely of disinterested and independent members of the Board, unanimously recommended that the Board approve the Merger Agreement and the transactions contemplated thereby and recommend that the shareholders of the Company vote in favor of adoption of the Merger Agreement. The Board, acting on the Special Committee’s recommendation, unanimously approved the Merger Agreement and the transactions contemplated thereby and recommended that the shareholders of the Company vote to adopt and approve the Merger Agreement. ​ At a Special Meeting held on July 14, 2023, the shareholders of the Company, including a majority in voting power of the outstanding shares of common stock held by Unaffiliated Stockholders (as defined in the Merger Agreement), adopted and approved the Merger Agreement. Completion of the Merger is subject to other customary closing conditions. The Merger is expected to close in the third quarter of 2023. However, the Company cannot assure completion of the Merger by any particular date, if at all or that, if completed, it will be completed on the terms set forth in the Merger Agreement. ​ ​ Merger-related expenses, which are included in selling, general and administrative expenses in our unaudited condensed consolidated statement of operations, were $6,733 and $17,484 for the three and six months ended June 30, 2023, respectively. ​

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES	2. SUMMARY OF ACCOUNTING POLICIES Basis of Presentation 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 Focus Inc. and its majority and wholly owned subsidiaries. Focus Inc. consolidates Focus LLC and its subsidiaries’ financial statements and records the interests in Focus LLC consisting of common units, restricted common units and the common unit equivalent of incentive units of Focus LLC that Focus Inc. does not own as non-controlling interests (see Note 3). 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 February 16, 2023. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Use of Estimates Revenue The Company disaggregates revenue by wealth management fees and other. The Company does not allocate revenue by the type of service provided in connection with providing holistic wealth management client services. The Company generally manages its business based on the operating results of the enterprise taken as a whole, not by geographic region. The following table disaggregates the revenues based on the location of the partner firm legal entities that generate the revenues and therefore may not be reflective of the geography in which clients are located. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2022 2023 2022 2023 ​ Domestic revenue ​ $ 510,374 ​ $ 541,389 ​ $ 1,017,685 ​ $ 1,062,414 ​ International revenue ​ 28,837 ​ 42,416 ​ 58,093 ​ 78,898 ​ Total revenue ​ $ 539,211 ​ $ 583,805 ​ $ 1,075,778 ​ $ 1,141,312 ​ ​ International revenue consists of revenue generated by partner firm legal entities in Australia, Canada, Switzerland, the United Kingdom and in other non-US jurisdictions. Recent Accounting Pronouncements We do not expect that any recently issued accounting pronouncements will have a significant effect on our consolidated financial statements.

NON-CONTROLLING INTEREST AND IN

NON-CONTROLLING INTEREST AND INCOME (LOSS) PER SHARE	6 Months Ended
	Jun. 30, 2023
NON-CONTROLLING INTEREST AND INCOME (LOSS) PER SHARE
NON-CONTROLLING INTERESTS AND INCOME (LOSS) PER SHARE	3. NON-CONTROLLING INTEREST AND INCOME (LOSS) PER SHARE The calculation of controlling and non-controlling interest is as follows as of June 30, 2022 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ 2023 ​ Focus LLC common units 12,034,104 ​ ​ 12,540,262 ​ Focus LLC restricted common units ​ 193,625 ​ ​ 294,875 ​ Common unit equivalents of outstanding vested and unvested Focus LLC incentive units(1) ​ 4,347,399 ​ ​ 8,172,603 ​ Total common units, restricted common units and common unit equivalents attributable to non-controlling interest ​ 16,575,128 ​ ​ 21,007,740 ​ Total common units, restricted common units and common unit equivalents of incentive units outstanding ​ 82,017,517 ​ ​ 87,023,327 ​ Non-controlling interest allocation ​ 20.2 % ​ 24.1 % Company’s interest in Focus LLC ​ 79.8 % ​ 75.9 % (1) Focus LLC common units issuable upon conversion of 16,202,274 and 16,559,179 (see Note 9) vested and unvested Focus LLC incentive units outstanding as of June 30, 2022 and 2023, respectively, 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 periods. ​ Basic income per share is calculated utilizing net income attributable to common shareholders divided by the weighted average number of shares of Class A common stock outstanding during the same periods. The calculation of basic income per share is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ 2022 2023 2022 2023 ​ Net income attributable to common shareholders ​ $ 33,083 ​ $ 32,177 ​ $ 62,185 ​ $ 31,545 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of Class A common stock outstanding ​ 65,389,642 ​ 65,999,323 ​ 65,360,667 ​ 65,969,827 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic income per share ​ $ 0.51 ​ $ 0.49 ​ $ 0.95 ​ $ 0.48 ​ ​ Diluted income (loss) per share is calculated utilizing net income (loss) attributable to common shareholders divided by the weighted average number of shares of Class A common stock outstanding during the same periods plus the effect, if any, of the potentially dilutive shares of the Company’s Class A common stock from stock options, restricted stock units and Focus LLC common units, including contingently issuable Focus LLC common units, if any, restricted common units and incentive units as calculated using the treasury stock method: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ ​ June 30, ​ 2022 2023 2022 2023 Net income attributable to common shareholders ​ $ 33,083 ​ $ 32,177 ​ $ 62,185 ​ $ 31,545 Add: Dilutive effect of non-controlling interests related to Focus LLC common, restricted common and incentive units ​ ​ — ​ ​ (41,080) ​ ​ — ​ ​ (59,195) Total ​ ​ 33,083 ​ ​ (8,903) ​ ​ 62,185 ​ ​ (27,650) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of Class A common stock outstanding ​ 65,389,642 ​ 65,999,323 ​ 65,360,667 ​ 65,969,827 Effect of dilutive stock options ​ ​ 190,235 ​ ​ 442,604 ​ ​ 298,647 ​ ​ 418,072 Effect of dilutive restricted stock units ​ ​ 16,500 ​ ​ 73,547 ​ ​ 22,767 ​ ​ 61,775 Effect of dilutive non-controlling interests related to Focus LLC common, restricted common and incentive units ​ ​ — ​ ​ 19,152,587 ​ ​ — ​ ​ 18,694,606 Total ​ 65,596,377 ​ 85,668,061 ​ 65,682,081 ​ 85,144,280 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted income (loss) per share ​ $ 0.50 ​ $ (0.10) ​ $ 0.95 ​ $ (0.32) ​ Diluted income (loss) per share for the three and six months ended June 30, 2022 and 2023 excludes shares related to market-based stock options and Focus LLC incentive units, as modified, that vest on the sixth anniversary of the pricing of the Company’s initial public offering (“IPO”) with vesting based on the highest volume weighted average per share price for any ninety-calendar day period (“90-day VWAP”) prior to the anniversary, with 0% vesting if the highest 90-day VWAP is $80.00 or less and 100% vesting if the highest 90-day VWAP is $110.00 or more, with linear interpolation in between (see Note 9). These market-based stock options and Focus LLC incentive units will also vest upon a change of control linearly based on the share price used in the transaction with 100% vesting if the price used is $110.00 or more, 0% vesting if the price used is equal to or less than $33.00, and linear interpolation in between, except as governed by the employment agreements entered into with the Company’s executive officers. Such market-based criteria and other criteria were not met at June 30, 2022 and 2023. Focus LLC common, restricted common and incentive units may be exchanged for Class A common stock, subject to certain limitations (see Note 9). In computing the dilutive effect, if any, that the exchange would have on net income (loss) per share, net income (loss) attributable to Class A common shareholders would be adjusted due to the elimination of the non-controlling interests (including any associated tax impact). For the three and six months ended June 30, 2022, such exchange is not reflected in diluted net income (loss) per share as the assumed exchange is not dilutive.

ACQUISITIONS

ACQUISITIONS	6 Months Ended
	Jun. 30, 2023
ACQUISITIONS
ACQUISITIONS	4. ACQUISITIONS Business Acquisitions Business acquisitions are accounted for in accordance with FASB 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 six months ended June 30, 2023 is as follows: ​ ​ ​ ​ ​ ​ 2023 Number of business acquisitions closed ​ 16 Consideration: ​ ​ ​ Cash due at closing ​ $ 134,601 Cash due subsequent to closing at net present value and working capital adjustment ​ ​ 3,450 Fair market value of Focus LLC common units issued at closing ​ ​ 36,973 Fair market value of estimated contingent consideration ​ ​ 212,624 Total consideration ​ $ 387,648 Allocation of purchase price: ​ ​ ​ Total tangible assets ​ $ 13,801 Total liabilities assumed ​ ​ (24,343) Customer relationships ​ ​ 117,708 Management contracts ​ ​ 10,617 Investment management agreements ​ ​ 121,000 Goodwill ​ ​ 140,042 Other acquired intangibles ​ ​ 8,823 Total allocated consideration ​ $ 387,648 ​ Management believes approximately $133,679 of tax goodwill and intangibles related to business acquisitions completed during the six months ended June 30, 2023 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 six months ended June 30, 2023 includes revenue and income from operations for two business acquisitions, that are new subsidiary partner firms from the acquisition dates, of $6,165 and $1,092, respectively. ​ The weighted-average useful lives of intangible assets acquired during the six months ended June 30, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Number of years Customer relationships ​ 8 Management contracts ​ 7 Investment management agreements ​ 12 Other acquired intangibles ​ 10 Weighted-average useful life of all intangibles acquired ​ 10 ​ ​

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2023
GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL AND OTHER INTANGIBLE ASSETS	5. GOODWILL AND OTHER INTANGIBLE ASSETS The following table summarizes the change in the goodwill balances for the year ended December 31, 2022 and the six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, June 30, ​ ​ 2022 ​ 2023 Balance beginning of period: ​ ​ ​ ​ ​ ​ Goodwill ​ $ 1,947,939 ​ $ 2,190,541 Cumulative impairment losses ​ (22,624) ​ ​ (22,624) ​ ​ ​ 1,925,315 ​ ​ 2,167,917 Goodwill acquired ​ 249,677 ​ ​ 140,042 Other ​ (7,075) ​ ​ 2,716 ​ ​ 242,602 ​ ​ 142,758 Balance end of period: ​ ​ ​ ​ ​ ​ Goodwill ​ 2,190,541 ​ ​ 2,333,299 Cumulative impairment losses ​ (22,624) ​ ​ (22,624) ​ ​ $ 2,167,917 ​ $ 2,310,675 ​ The following table summarizes the identifiable intangible assets at December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Carry ​ Accumulated ​ Net Book ​ Amount Amortization Value Customer relationships ​ $ 2,530,062 ​ $ (1,029,197) ​ $ 1,500,865 Management contracts ​ 202,479 ​ (70,624) ​ 131,855 Other acquired intangibles ​ 13,416 ​ (7,012) ​ 6,404 Total ​ $ 2,745,957 ​ $ (1,106,833) ​ $ 1,639,124 ​ The following table summarizes the identifiable intangible assets at June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Carry Accumulated Net Book ​ ​ Amount ​ Amortization ​ Value Customer relationships ​ $ 2,654,625 ​ $ (1,163,597) ​ $ 1,491,028 Management contracts ​ 213,320 ​ ​ (78,394) ​ ​ 134,926 Investment management agreements ​ ​ 121,000 ​ ​ (3,405) ​ ​ 117,595 Other acquired intangibles ​ ​ 22,709 ​ ​ (8,459) ​ ​ 14,250 Total ​ $ 3,011,654 ​ $ (1,253,855) ​ $ 1,757,799 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	6 Months Ended
	Jun. 30, 2023
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS	6. FAIR VALUE MEASUREMENTS ASC Topic 820, Fair Value Measurement The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 Level 2 Level 3 First Lien Term Loans ​ The implied fair value of the Company’s First Lien Term Loans (as defined below) based on Level 2 inputs at December 31, 2022 and June 30, 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ June 30, 2023 ​ Stated Fair Stated Fair ​ ​ Value ​ Value ​ Value ​ Value First Lien Term Loan B - Tranche A ​ $ 1,755,600 ​ $ 1,735,850 ​ $ 1,746,800 ​ $ 1,733,699 First Lien Term Loan B - Tranche B ​ 788,370 ​ 772,603 ​ 784,368 ​ 774,564 ​ ​ Derivatives At December 31, 2022 and June 30, 2023, the aggregate fair value of the Company’s $850,000 notional amount Secured Overnight Financing Rate (“SOFR”) Interest Rate Swap Agreements (“SOFR Swaps”) and aggregate fair value of the Company’s $500,000 notional amount SOFR Forward Swaps (“SOFR Forward Swaps”) was $44,219 and $40,072, respectively, which is included in prepaid expenses and other assets in the accompanying unaudited condensed consolidated balance sheets (See Note 8). The fair value was based on Level 2 inputs which included the relevant interest rate forward curves. Business acquisitions For business acquisitions, the Company recognizes the fair value of goodwill and other acquired intangible assets, and estimated contingent consideration at the acquisition date as part of purchase price. This fair value measurement is based on unobservable (Level 3) inputs. At December 31, 2022 and June 30, 2023, deferred cash consideration in connection with business acquisitions of $122,079 and $114,500 , respectively, are included in contingent consideration and other liabilities in the accompanying unaudited condensed consolidated balance sheets at present value. At June 30, 2023, amounts due are as follows: in 2029. The following table represents changes in the fair value of estimated contingent consideration for business acquisitions for the year ended December 31, 2022 and the six months ended June 30, 2023: ​ ​ ​ ​ ​ Balance at January 1, 2022 $ 350,027 Additions to estimated contingent consideration ​ ​ 56,604 Assumed estimated contingent consideration obligation ​ ​ 12,637 Payments of contingent consideration ​ ​ (148,638) Non-cash changes in fair value of estimated contingent consideration ​ ​ (64,747) Other ​ ​ (1,575) Balance at December 31, 2022 ​ $ 204,308 Additions to estimated contingent consideration ​ ​ 212,624 Payments of contingent consideration ​ ​ (35,143) Non-cash changes in fair value of estimated contingent consideration ​ ​ 22,564 Other ​ ​ 2,627 Balance at June 30, 2023 ​ $ 406,980 ​ Estimated contingent consideration is included in contingent consideration and other liabilities in the accompanying unaudited condensed consolidated balance sheets. During the year ended December 31, 2022, the Company paid $138,940 in cash and issued $9,698 in Focus LLC common units as contingent consideration associated with business acquisitions. During the six months ended June 30, 2023, the Company paid $35,143 in cash contingent consideration associated with business acquisitions. During the six months ended June 30, 2022 and 2023, the Company paid cash of $4,827 and $8,963 , respectively, as contingent consideration associated with asset acquisitions. These amounts are included in cash paid for acquisitions and contingent consideration—net of cash acquired in investing activities in the unaudited condensed consolidated statement of cash flows. 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. In addition, discount rates are established based on the cost of debt and the cost of equity. The Company uses the Monte Carlo Simulation Model to determine the fair value of the Company’s estimated contingent consideration. The significant unobservable inputs used in the fair value measurement of the Company’s estimated contingent consideration are the forecasted growth rates over the measurement period and discount rates. Significant increases or decreases in the Company’s forecasted growth rates over the measurement period or discount rates would result in a higher or lower fair value measurement. Inputs used in the fair value measurement of estimated contingent consideration at December 31, 2022 and June 30, 2023 are summarized below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quantitative Information About Level 3 ​ ​ Fair Value Measurements Fair Value at Valuation Unobservable ​ December 31, 2022 ​ Techniques ​ Inputs ​ Ranges $ 204,308 ​ Monte Carlo Simulation Model ​ Forecasted growth rates ​ (7.8)% - 32.4 % ​ ​ ​ ​ ​ Discount rates ​ 13.0% - 19.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quantitative Information About Level 3 ​ ​ Fair Value Measurements Fair Value at Valuation Unobservable ​ June 30, 2023 ​ Techniques ​ Inputs ​ Ranges $ 406,980 ​ Monte Carlo Simulation Model ​ Forecasted growth rates ​ (27.7)% - 38.9 % ​ ​ ​ ​ ​ Discount rates ​ 9.3% - 20.0 % ​

CREDIT FACILITY

CREDIT FACILITY	6 Months Ended
	Jun. 30, 2023
CREDIT FACILITY.
CREDIT FACILITY	7. CREDIT FACILITY As of June 30, 2023, Focus LLC’s credit facility (the “Credit Facility”) comprised of a $2,531,168 first lien term loan B (the “First Lien Term Loan B”), consisting of a $1,746,800 tranche A (“First Lien Term Loan B - Tranche A”) and $784,368 tranche B (“First Lien Term Loan B - Tranche B”), a $240,000 delayed draw first lien term loan A (the “First Lien Term Loan A”) and a $650,000 first lien revolving credit facility (the “First Lien Revolver”). The First Lien Term Loan B - Tranche A bears interest (at Focus LLC’s option) at: (i) SOFR plus a margin of 3.25% with a 0.50% SOFR floor or (ii) the lender’s Base Rate (as defined in the Credit Facility) plus a margin of 2.25%. The First Lien Term Loan B - Tranche A requires quarterly installment repayments of $4,400 and has a maturity date of June 2028. The debt was issued at a discount of 1.75% or $30,800 which is being amortized to interest expense over the term of the First Lien Term Loan B - Tranche A. The First Lien Term Loan B - Tranche B bears interest (at Focus LLC’s option) at: (i) SOFR plus a margin of 2.50% with a 0.50% SOFR floor or (ii) the lender’s Base Rate plus a margin of 1.50%. The First Lien Term Loan B - Tranche B requires quarterly installment repayments of $2,001 and has a maturity date of June 2028. The First Lien Term Loan A bears interest (at Focus LLC’s option) at: (i) SOFR plus a margin of 2.50% with a 0.50% SOFR floor or (ii) the lender’s Base Rate plus a margin of 1.50% . The First Lien Term Loan A has a nine month delayed draw feature, which expires on August 28, 2023. The delayed draw feature has a ticking fee with respect to the undrawn commitments with (i) of the interest rate margin for the First Lien Term Loan A after 121 days of the Closing Date. The First Lien Term Loan A, when drawn, will be issued at a discount of which will be amortized to interest expense over the remaining term from the date that it is drawn. When drawn, the First Lien Term Loan A will require quarterly installment repayments equal to 2025 . The First Lien Term Loan A has a maturity date of November 2027. The First Lien Revolver bears interest (at Focus LLC’s option) at SOFR plus a margin of 2.25% with step downs to 2.00% and 1.75% or the lender’s Base Rate plus a margin of 1.25% with step downs to 1.00% and 0.75%, 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. 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 has a maturity date of November 2027. 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 June 30, 2023, Focus LLC’s First Lien Leverage Ratio was 4.36:1.00, 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). Consolidated EBITDA for purposes of the Credit Facility was $576,871 at June 30, 2023. Focus LLC is also subject on an annual basis to contingent principal payments based on an excess cash flow calculation (as defined in the Credit Facility) for any fiscal year if the First Lien Leverage Ratio exceeds 3.75:1.00. No contingent principal payments were required to be made in 2022. Based on the excess cash flow calculation for the year ended December 31, 2022, no contingent principal payments are required to be made in 2023. The Company defers and amortizes its debt financing costs and unamortized discount over the respective terms of the borrowings. The debt financing costs related to the First Lien Term Loan B and First Lien Term Loan A are recorded as a reduction of the carrying amounts of the respective borrowings 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, 2022 and June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, June 30, ​ ​ 2022 ​ 2023 First Lien Term Loan B - Tranche A ​ $ 1,755,600 ​ $ 1,746,800 First Lien Term Loan B - Tranche B ​ ​ 788,370 ​ ​ 784,368 First Lien Term Loan A ​ ​ 20,000 ​ ​ 119,650 First Lien Revolver ​ ​ — ​ ​ — Unamortized debt financing costs ​ (17,750) ​ (16,302) Unamortized discount ​ (35,471) ​ (34,079) Total ​ $ 2,510,749 ​ $ 2,600,437 ​ At December 31, 2022 and June 30, 2023, unamortized debt financing costs associated with the First Lien Revolver of $7,590 and $6,818, respectively, were recorded in debt financing costs-net in the unaudited condensed consolidated balance sheets. Weighted-average interest rates for outstanding borrowings were approximately 4% for the year ended December 31, 2022 and 7% for the six months ended June 30, 2023. As of December 31, 2022 and June 30, 2023, the First Lien Revolver available unused commitment line was $639,997 and $640,306, respectively. As of December 31, 2022 and June 30, 2023, Focus LLC was contingently obligated for letters of credit in the amount of $10,003 and $9,694, respectively, each bearing interest at an annual rate of approximately 2%.

DERIVATIVES

DERIVATIVES	6 Months Ended
	Jun. 30, 2023
DERIVATIVES
DERIVATIVES	8. DERIVATIVES At June 30, 2023, the Company had three floating to fixed SOFR Swaps with notional amounts of $400,000, $250,000 and $200,000, the terms of which provide that the Company pay interest to the counterparty each month at a rate of 0.619%, 0.447% and 0.440%, respectively, and receive interest from each of the counterparties each month at the 1 month USD Term SOFR rate, subject to a 0.50% floor. The SOFR Swaps effectively fix the variable interest rate applicable to the first $850,000 of the Company’s variable interest rate borrowings outstanding. The SOFR Swaps expire in March 2024 and April 2024. At June 30, 2023, the Company also had two forward starting floating to fixed swaps with notional amounts of $250,000 and $250,000 that commence in April 2024, based on the contracts executed in April 2023. The terms of these SOFR Forward Swaps provide that the Company pay interest to the counterparty each month at a rate of of the Company’s variable interest rate borrowings outstanding. The term for the SOFR Forward Swaps is The Company designated its swaps as cash flow hedges of the Company’s exposure to the variability of the payment of interest on this portion of its borrowings. At December 31, 2022 and June 30, 2023, the aggregate fair value of the SOFR Swaps and SOFR Forward Swaps was $44,219 and $40,072, respectively, which is included in prepaid expenses and other assets in the accompanying unaudited condensed consolidated balance sheets. The SOFR Swaps and SOFR Forward Swaps continue to be effective hedges, and as such, the offsetting adjustment to the fair value is recorded in accumulated other comprehensive income, net of tax of $9,458 and $8,215 at December 31, 2022 and June 30, 2023, respectively.

EQUITY

EQUITY	6 Months Ended
	Jun. 30, 2023
EQUITY
EQUITY	9. EQUITY Exchange rights Each Focus LLC common unit, together with a corresponding share of Focus Inc.’s 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 Focus Inc.’s Class A common stock, or, if either Focus Inc. or Focus LLC so elects, cash. Other In March 2023, Focus LLC issued 712,941 common units and Focus Inc. issued a corresponding number of shares of Class B common stock in connection with an acquisition. Stock Options and Restricted Stock Units The following table provides information relating to the changes in the Company’s stock options during the six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Stock ​ Exercise ​ ​ Options ​ Price Outstanding—January 1, 2023 2,461,317 ​ $ 39.24 Exercised ​ (85,943) ​ ​ 35.69 Forfeited (16,559) ​ 51.20 Outstanding—June 30, 2023 ​ 2,358,815 ​ ​ 39.28 Vested—June 30, 2023 ​ 1,188,758 ​ ​ 34.69 ​ The Company uses the Black-Scholes option-pricing model to determine the fair value of time-based stock options. The determination of the fair value using the Black-Scholes option-pricing model is affected by the price of Focus Inc.’s Class A common stock, 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 stock option, expected term, risk-free interest rates and expected dividend yield. The following table provides information relating to the changes in the Company’s restricted stock units during the six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Restricted ​ Average ​ ​ Stock ​ Grant Date ​ Units Fair Value Outstanding—January 1, 2023 252,719 ​ $ 43.02 Forfeited ​ (4,747) ​ ​ 43.88 Outstanding—June 30, 2023 ​ 247,972 ​ ​ 43.00 ​ In connection with the IPO, the Company granted market-based stock options to purchase an aggregate of 155,000 shares of Class A common stock that would have vested on the fifth anniversary of the IPO if the 90-day VWAP within such five year period immediately following the IPO reaches at least $100.00. In March 2022, these stock options were modified whereby the stock options will vest in July 2024, the sixth anniversary of the pricing of the Company’s IPO, with vesting based on the highest 90-day VWAP prior to the anniversary, with 0% vesting if the highest 90-day VWAP is $80.00 or less and 100% vesting if the highest 90-day VWAP is $110.00 or more, with linear interpolation in between. The vested stock options can only be exercised in accordance with the following schedule: (i) a total of The Company recognized $2,105 and $4,097 of non-cash equity compensation expense in relation to stock options and restricted stock units during the three and six months ended June 30, 2022, respectively. The Company recognized 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 six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Restricted ​ Average ​ ​ Common ​ Grant Date ​ ​ Units ​ Fair Value Outstanding—January 1, 2023 296,548 ​ $ 45.78 Forfeited (1,673) ​ ​ 49.20 Outstanding—June 30, 2023 294,875 ​ 45.76 ​ The following table provides information relating to the changes in Focus LLC incentive units during the six months ended June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Incentive ​ Hurdle ​ ​ Units ​ Price Outstanding—January 1, 2023 16,602,886 ​ $ 26.86 Forfeited (43,707) ​ ​ 35.64 Outstanding—June 30, 2023 16,559,179 ​ 26.83 Vested—June 30, 2023 11,041,925 ​ 22.19 ​ 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. ​ Incentive units outstanding and vested at June 30, 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ Number Vested Incentive Hurdle Rates ​ Outstanding ​ Units $1.42 421 ​ 421 5.50 798 ​ 798 6.00 386 ​ 386 7.00 1,081 ​ 1,081 9.00 708,107 ​ 708,107 11.00 813,001 ​ 813,001 12.00 513,043 ​ 513,043 13.00 540,000 ​ 540,000 14.00 10,098 ​ 10,098 16.00 45,191 ​ 45,191 17.00 20,000 ​ 20,000 19.00 527,928 ​ 527,928 21.00 3,017,692 ​ 3,017,692 22.00 796,417 ​ 796,417 23.00 524,828 ​ 524,828 26.26 ​ 12,500 ​ 6,250 27.00 12,484 ​ 12,484 27.90 ​ 1,885,166 ​ 1,395,592 28.50 ​ 1,424,225 ​ 1,424,225 30.48 ​ 30,000 ​ 20,000 33.00 3,587,500 ​ 7,500 36.64 ​ 30,000 ​ 30,000 37.59 ​ 506,745 ​ — 43.07 ​ 60,000 ​ 20,000 43.50 ​ 30,000 ​ 30,000 44.71 ​ 803,165 ​ 406,279 58.50 ​ 658,403 ​ 170,604 ​ ​ 16,559,179 ​ 11,041,925 ​ In connection with the IPO, Focus LLC granted 3,845,000 market-based incentive units with a hurdle rate of $33.00 that would have vested on the fifth anniversary of the IPO if the 90-day VWAP within such five year period immediately following the IPO reaches at least $100.00. In March 2022, these incentive units were modified whereby the incentive units will vest in July 2024, the sixth anniversary of the pricing of the Company’s IPO, with vesting based on the highest 90-day VWAP prior to the anniversary, with 0% vesting if the highest 90-day VWAP is $80.00 or less and 100% vesting if the highest 90-day VWAP is $110.00 or more, with linear interpolation in between. The vested incentive units can only be exchanged for Class A common stock in accordance with the following schedule: (i) a total of from the modification date through July 2024, the sixth anniversary of the IPO. These market-based incentive units will also vest upon a change of control linearly based on the share price used in the transaction with interpolation in between, except as governed by the employment agreements entered into with the Company’s executive officers. The Company recorded $5,398 and $10,113 in total non-cash equity compensation expense for incentive units and restricted common units during the three and six months ended June 30, 2022, respectively. ​ The Company recorded $5,247 and $10,612 in total non-cash equity compensation expense for incentive units and restricted common units during the three and six months ended June 30, 2023, respectively.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2023
INCOME TAXES
INCOME TAXES	10. INCOME TAXES The effective tax rate for the six months ended June 30, 2023 was 158.4% as compared to 29.8% for the year ended December 31, 2022. Income tax benefit for the six months ended June 30, 2023 includes a discrete tax benefit of approximately $3,598 attributable to certain significant unusual or infrequent items excluded from the computation of the estimated annual effective tax rate. Income tax benefit for the six months ended June 30, 2023 is primarily related to federal, state and local income taxes imposed on the Company’s allocable portion of taxable income from Focus LLC and reflects an estimated valuation allowance for deferred tax assets relating to business interest carryforwards. The allocable portion of taxable income primarily differs from the net income attributable to the Company due to permanent differences such as non-deductible equity-based compensation expense of Focus LLC. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Due to the uncertainty regarding the Company’s ability to utilize certain deferred tax assets in the future, the Company included a valuation allowance in its estimated annual effective tax rate at June 30, 2023 against certain of its deferred tax assets, which more than likely will not be realized. During the six months ended June 30, 2023, there were no changes to the Company’s uncertain tax positions.

TAX RECEIVABLE AGREEMENTS

TAX RECEIVABLE AGREEMENTS	6 Months Ended
	Jun. 30, 2023
TAX RECEIVABLE AGREEMENTS
TAX RECEIVABLE AGREEMENTS	11. TAX RECEIVABLE AGREEMENTS In connection with the IPO and the reorganization transactions that occurred in connection with the IPO, Focus Inc. entered into two tax receivable agreements: one with certain entities affiliated with the private equity investors of Focus LLC and the other with certain other continuing and former owners of Focus LLC. In March 2020, Focus Inc. entered into an additional tax receivable agreement (the three agreements, collectively, the “Tax Receivable Agreements”) for tax receivable agreement holders that join Focus LLC as members after the closing of the IPO (the parties to the Tax Receivable Agreements, collectively, the “TRA Holders”). New Focus LLC owners in the future may also become party to this additional Tax Receivable Agreement. The Tax Receivable Agreements generally provide for the payment by Focus Inc. 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 Focus Inc. 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 that occurred in connection with the IPO and in periods after the IPO or after entering into the Tax Receivable Agreements, as applicable, as a result of certain increases in tax bases and certain tax benefits attributable to imputed interest. Focus Inc. will retain the benefit of the remaining 15% of these cash savings. As of June 30, 2023, the Company had recorded a liability of $215,013 relating to the TRA obligations. Future payments under the Tax Receivable Agreements in respect of future exchanges of Focus LLC units for shares of Class A common stock will be in addition to the amount recorded. During the six months ended June 30, 2023, payments totaling $9,598 were made under the Tax Receivable Agreements.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES Credit Risk 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 counterparties to the Company’s derivative financial instruments are major international financial institutions. The Company is exposed to credit risk for the net exchanges under these agreements, but not for the notional amounts. The Company does not anticipate non-performance by any of its counterparties. 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, 2022 and June 30, 2023, a significant portion of cash and cash equivalents were held at a single institution. Contingent Consideration Arrangements Legal and Regulatory Matters Litigation Relating to the Merger On March 28, 2023, Mark “Mickey” Segal and KSFB Management, LLC (“KSFB”), the management company for certain Focus LLC subsidiaries (the “NKSFB Subsidiaries”), brought an action against Focus LLC and Goldman Sachs in the Superior Court of the State of California. The complaint alleged, among other things, that Focus LLC and Goldman Sachs’ efforts in respect of a potential sale of the Company to CD&R violated certain duties and obligations owed to Mr. Segal and KSFB in connection with a separate potential transaction involving the sale of the NKSFB Subsidiaries and KSFB. Mr. Segal voluntarily dismissed certain claims in June 2023 and, on August 2, 2023, the court dismissed the remainder of the case based on the applicable New York forum selection clause. Additionally, on June 7, 2023, KSFB brought an additional action against Focus LLC in the Superior Court of the State of California seeking declaratory and injunctive relief with respect to the enforceability of a restrictive covenant contained in a management agreement among Focus LLC, the NKSFB Subsidiaries, KSFB and the principals party thereto. ​ On June 19, 2023, a purported stockholder of the Company brought an action against the individual members of the board, certain members of Company management, Focus Inc., CD&R, and Stone Point in New York state court. The complaint alleged that the proxy statement filed in connection with the Merger negligently misrepresented or omitted certain information. In order to moot what the Company considered to be unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation and provide additional information to its stockholders, the Company determined to voluntarily supplement the proxy statement with certain information as described in the Current Report on Form 8-K filed on July 6, 2023. As a result of such supplemental disclosure, the named plaintiff decided that the claims in the lawsuit were mooted and dismissed the action with prejudice on July 7, 2023. ​ In July 2023, four purported stockholders of the Company brought actions against the Company in the Delaware Court of Chancery seeking the Company’s books and records relating to the Mergers. ​ The Company intends to defend all of the above lawsuits that remain active vigorously but cannot predict the ultimate outcome of these lawsuits or the amount of time and expense that will be required to resolve them. ​ Indemnifications Management believes that the likelihood of any material 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	6 Months Ended
	Jun. 30, 2023
CASH FLOW INFORMATION
CASH FLOW INFORMATION	13. CASH FLOW INFORMATION ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ 2022 2023 Supplemental disclosures of cash flow information—cash paid for: ​ ​ ​ ​ ​ ​ Interest ​ $ 34,952 ​ $ 87,932 Income taxes ​ $ 22,571 ​ $ 11,047 Supplemental non-cash cash flow information: ​ ​ Fair market value of estimated contingent consideration in connection with acquisitions ​ $ 18,474 ​ $ 212,624 ​

RELATED PARTIES

RELATED PARTIES	6 Months Ended
	Jun. 30, 2023
RELATED PARTIES
RELATED PARTIES	14. RELATED PARTIES The Company’s Chief Executive Officer, through an entity owned and controlled by him, owns a personal aircraft that was acquired without Company resources that he uses for business travel. 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 and six months ended June 30, 2022, the Company recognized expenses of $1,335 and $2,430, respectively, related to these reimbursements. During the three and six months ended June 30, 2023, the Company recognized expenses of $1,035 and $2,113, respectively, related to these reimbursements. Given the geography of the Company’s partner firms and prospects, the Company believes that the use of private aircraft creates efficiencies to enhance the productivity of the Company’s Chief Executive Officer and certain other authorized personnel. Certain Company employees perform outsourced accounting services to an affiliated entity. In connection with these services, the Company recognized revenues of $2,857 and $6,125 during the three and six months ended June 30, 2022, respectively. In connection with these services, the Company recognized revenues of $3,215 and $6,539 during the three and six months ended June 30, 2023, respectively. ​ At June 30, 2023, affiliates of certain holders of the Company’s Class A common stock and Class B common stock were lenders under the Credit Facility.

SUMMARY OF ACCOUNTING POLICIES

SUMMARY OF ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation	Basis of Presentation 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 Focus Inc. and its majority and wholly owned subsidiaries. Focus Inc. consolidates Focus LLC and its subsidiaries’ financial statements and records the interests in Focus LLC consisting of common units, restricted common units and the common unit equivalent of incentive units of Focus LLC that Focus Inc. does not own as non-controlling interests (see Note 3). 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 February 16, 2023. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.
Use of Estimates	Use of Estimates
Revenue	Revenue The Company disaggregates revenue by wealth management fees and other. The Company does not allocate revenue by the type of service provided in connection with providing holistic wealth management client services. The Company generally manages its business based on the operating results of the enterprise taken as a whole, not by geographic region. The following table disaggregates the revenues based on the location of the partner firm legal entities that generate the revenues and therefore may not be reflective of the geography in which clients are located. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2022 2023 2022 2023 ​ Domestic revenue ​ $ 510,374 ​ $ 541,389 ​ $ 1,017,685 ​ $ 1,062,414 ​ International revenue ​ 28,837 ​ 42,416 ​ 58,093 ​ 78,898 ​ Total revenue ​ $ 539,211 ​ $ 583,805 ​ $ 1,075,778 ​ $ 1,141,312 ​ ​ International revenue consists of revenue generated by partner firm legal entities in Australia, Canada, Switzerland, the United Kingdom and in other non-US jurisdictions.
Recent Accounting Pronouncements	Recent Accounting Pronouncements We do not expect that any recently issued accounting pronouncements will have a significant effect on our consolidated financial statements.

SUMMARY OF ACCOUNTING POLICIE_2

SUMMARY OF ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF ACCOUNTING POLICIES
Schedule of disaggregated revenues based on the location of the partner firm	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ June 30, ​ ​ 2022 2023 2022 2023 ​ Domestic revenue ​ $ 510,374 ​ $ 541,389 ​ $ 1,017,685 ​ $ 1,062,414 ​ International revenue ​ 28,837 ​ 42,416 ​ 58,093 ​ 78,898 ​ Total revenue ​ $ 539,211 ​ $ 583,805 ​ $ 1,075,778 ​ $ 1,141,312 ​

NON-CONTROLLING INTEREST AND _2

NON-CONTROLLING INTEREST AND INCOME (LOSS) PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2023
NON-CONTROLLING INTEREST AND INCOME (LOSS) PER SHARE
Schedule of controlling and non-controlling interest	​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ 2023 ​ Focus LLC common units 12,034,104 ​ ​ 12,540,262 ​ Focus LLC restricted common units ​ 193,625 ​ ​ 294,875 ​ Common unit equivalents of outstanding vested and unvested Focus LLC incentive units(1) ​ 4,347,399 ​ ​ 8,172,603 ​ Total common units, restricted common units and common unit equivalents attributable to non-controlling interest ​ 16,575,128 ​ ​ 21,007,740 ​ Total common units, restricted common units and common unit equivalents of incentive units outstanding ​ 82,017,517 ​ ​ 87,023,327 ​ Non-controlling interest allocation ​ 20.2 % ​ 24.1 % Company’s interest in Focus LLC ​ 79.8 % ​ 75.9 % (1) Focus LLC common units issuable upon conversion of 16,202,274 and 16,559,179 (see Note 9) vested and unvested Focus LLC incentive units outstanding as of June 30, 2022 and 2023, respectively, 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 periods. ​
Schedule of calculation of basic income per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ June 30, ​ June 30, ​ ​ ​ 2022 2023 2022 2023 ​ Net income attributable to common shareholders ​ $ 33,083 ​ $ 32,177 ​ $ 62,185 ​ $ 31,545 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of Class A common stock outstanding ​ 65,389,642 ​ 65,999,323 ​ 65,360,667 ​ 65,969,827 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic income per share ​ $ 0.51 ​ $ 0.49 ​ $ 0.95 ​ $ 0.48 ​
Schedule of calculation of diluted income per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Six Months Ended ​ ​ ​ June 30, ​ ​ June 30, ​ 2022 2023 2022 2023 Net income attributable to common shareholders ​ $ 33,083 ​ $ 32,177 ​ $ 62,185 ​ $ 31,545 Add: Dilutive effect of non-controlling interests related to Focus LLC common, restricted common and incentive units ​ ​ — ​ ​ (41,080) ​ ​ — ​ ​ (59,195) Total ​ ​ 33,083 ​ ​ (8,903) ​ ​ 62,185 ​ ​ (27,650) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares of Class A common stock outstanding ​ 65,389,642 ​ 65,999,323 ​ 65,360,667 ​ 65,969,827 Effect of dilutive stock options ​ ​ 190,235 ​ ​ 442,604 ​ ​ 298,647 ​ ​ 418,072 Effect of dilutive restricted stock units ​ ​ 16,500 ​ ​ 73,547 ​ ​ 22,767 ​ ​ 61,775 Effect of dilutive non-controlling interests related to Focus LLC common, restricted common and incentive units ​ ​ — ​ ​ 19,152,587 ​ ​ — ​ ​ 18,694,606 Total ​ 65,596,377 ​ 85,668,061 ​ 65,682,081 ​ 85,144,280 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted income (loss) per share ​ $ 0.50 ​ $ (0.10) ​ $ 0.95 ​ $ (0.32)

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	6 Months Ended
	Jun. 30, 2023
ACQUISITIONS
Schedule of purchase price associated with business acquisitions and the allocation thereof	​ ​ ​ ​ ​ ​ 2023 Number of business acquisitions closed ​ 16 Consideration: ​ ​ ​ Cash due at closing ​ $ 134,601 Cash due subsequent to closing at net present value and working capital adjustment ​ ​ 3,450 Fair market value of Focus LLC common units issued at closing ​ ​ 36,973 Fair market value of estimated contingent consideration ​ ​ 212,624 Total consideration ​ $ 387,648 Allocation of purchase price: ​ ​ ​ Total tangible assets ​ $ 13,801 Total liabilities assumed ​ ​ (24,343) Customer relationships ​ ​ 117,708 Management contracts ​ ​ 10,617 Investment management agreements ​ ​ 121,000 Goodwill ​ ​ 140,042 Other acquired intangibles ​ ​ 8,823 Total allocated consideration ​ $ 387,648
Schedule of intangible assets acquired	​ ​ ​ ​ ​ ​ ​ ​ Number of years Customer relationships ​ 8 Management contracts ​ 7 Investment management agreements ​ 12 Other acquired intangibles ​ 10 Weighted-average useful life of all intangibles acquired ​ 10

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2023
GOODWILL AND OTHER INTANGIBLE ASSETS
Summary of changes in the goodwill balances	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, June 30, ​ ​ 2022 ​ 2023 Balance beginning of period: ​ ​ ​ ​ ​ ​ Goodwill ​ $ 1,947,939 ​ $ 2,190,541 Cumulative impairment losses ​ (22,624) ​ ​ (22,624) ​ ​ ​ 1,925,315 ​ ​ 2,167,917 Goodwill acquired ​ 249,677 ​ ​ 140,042 Other ​ (7,075) ​ ​ 2,716 ​ ​ 242,602 ​ ​ 142,758 Balance end of period: ​ ​ ​ ​ ​ ​ Goodwill ​ 2,190,541 ​ ​ 2,333,299 Cumulative impairment losses ​ (22,624) ​ ​ (22,624) ​ ​ $ 2,167,917 ​ $ 2,310,675 ​
Summary of amortizing acquired intangible assets	The following table summarizes the identifiable intangible assets at December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Carry ​ Accumulated ​ Net Book ​ Amount Amortization Value Customer relationships ​ $ 2,530,062 ​ $ (1,029,197) ​ $ 1,500,865 Management contracts ​ 202,479 ​ (70,624) ​ 131,855 Other acquired intangibles ​ 13,416 ​ (7,012) ​ 6,404 Total ​ $ 2,745,957 ​ $ (1,106,833) ​ $ 1,639,124 ​ The following table summarizes the identifiable intangible assets at June 30, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Carry Accumulated Net Book ​ ​ Amount ​ Amortization ​ Value Customer relationships ​ $ 2,654,625 ​ $ (1,163,597) ​ $ 1,491,028 Management contracts ​ 213,320 ​ ​ (78,394) ​ ​ 134,926 Investment management agreements ​ ​ 121,000 ​ ​ (3,405) ​ ​ 117,595 Other acquired intangibles ​ ​ 22,709 ​ ​ (8,459) ​ ​ 14,250 Total ​ $ 3,011,654 ​ $ (1,253,855) ​ $ 1,757,799 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	6 Months Ended
	Jun. 30, 2023
FAIR VALUE MEASUREMENTS
Schedule of implied fair value of the Company's First Lien Term Loan (as defined below)	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ June 30, 2023 ​ Stated Fair Stated Fair ​ ​ Value ​ Value ​ Value ​ Value First Lien Term Loan B - Tranche A ​ $ 1,755,600 ​ $ 1,735,850 ​ $ 1,746,800 ​ $ 1,733,699 First Lien Term Loan B - Tranche B ​ 788,370 ​ 772,603 ​ 784,368 ​ 774,564
Schedule of changes in the fair value of estimated contingent consideration for business acquisitions	​ ​ ​ ​ ​ Balance at January 1, 2022 $ 350,027 Additions to estimated contingent consideration ​ ​ 56,604 Assumed estimated contingent consideration obligation ​ ​ 12,637 Payments of contingent consideration ​ ​ (148,638) Non-cash changes in fair value of estimated contingent consideration ​ ​ (64,747) Other ​ ​ (1,575) Balance at December 31, 2022 ​ $ 204,308 Additions to estimated contingent consideration ​ ​ 212,624 Payments of contingent consideration ​ ​ (35,143) Non-cash changes in fair value of estimated contingent consideration ​ ​ 22,564 Other ​ ​ 2,627 Balance at June 30, 2023 ​ $ 406,980 ​
Schedule of inputs used in the fair value measurement of estimated contingent consideration	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quantitative Information About Level 3 ​ ​ Fair Value Measurements Fair Value at Valuation Unobservable ​ December 31, 2022 ​ Techniques ​ Inputs ​ Ranges $ 204,308 ​ Monte Carlo Simulation Model ​ Forecasted growth rates ​ (7.8)% - 32.4 % ​ ​ ​ ​ ​ Discount rates ​ 13.0% - 19.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Quantitative Information About Level 3 ​ ​ Fair Value Measurements Fair Value at Valuation Unobservable ​ June 30, 2023 ​ Techniques ​ Inputs ​ Ranges $ 406,980 ​ Monte Carlo Simulation Model ​ Forecasted growth rates ​ (27.7)% - 38.9 % ​ ​ ​ ​ ​ Discount rates ​ 9.3% - 20.0 %

CREDIT FACILITY (Tables)

CREDIT FACILITY (Tables)	6 Months Ended
	Jun. 30, 2023
CREDIT FACILITY.
Schedule of reconciliation of principal amounts outstanding under the Credit Facility to borrowings under credit facilities recorded in the consolidated balance sheets	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, June 30, ​ ​ 2022 ​ 2023 First Lien Term Loan B - Tranche A ​ $ 1,755,600 ​ $ 1,746,800 First Lien Term Loan B - Tranche B ​ ​ 788,370 ​ ​ 784,368 First Lien Term Loan A ​ ​ 20,000 ​ ​ 119,650 First Lien Revolver ​ ​ — ​ ​ — Unamortized debt financing costs ​ (17,750) ​ (16,302) Unamortized discount ​ (35,471) ​ (34,079) Total ​ $ 2,510,749 ​ $ 2,600,437

EQUITY (Tables)

EQUITY (Tables)	6 Months Ended
	Jun. 30, 2023
Employee Stock Option [Member]
Schedule of stock options granted	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Stock ​ Exercise ​ ​ Options ​ Price Outstanding—January 1, 2023 2,461,317 ​ $ 39.24 Exercised ​ (85,943) ​ ​ 35.69 Forfeited (16,559) ​ 51.20 Outstanding—June 30, 2023 ​ 2,358,815 ​ ​ 39.28 Vested—June 30, 2023 ​ 1,188,758 ​ ​ 34.69
Restricted Stock Units (RSUs)
Schedule of changes in restricted stock units	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Restricted ​ Average ​ ​ Stock ​ Grant Date ​ Units Fair Value Outstanding—January 1, 2023 252,719 ​ $ 43.02 Forfeited ​ (4,747) ​ ​ 43.88 Outstanding—June 30, 2023 ​ 247,972 ​ ​ 43.00
Focus LLC Restricted Common Units
Schedule of changes in restricted stock units	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Restricted ​ Average ​ ​ Common ​ Grant Date ​ ​ Units ​ Fair Value Outstanding—January 1, 2023 296,548 ​ $ 45.78 Forfeited (1,673) ​ ​ 49.20 Outstanding—June 30, 2023 294,875 ​ 45.76
Incentive Units
Schedule of incentive units granted	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Incentive ​ Hurdle ​ ​ Units ​ Price Outstanding—January 1, 2023 16,602,886 ​ $ 26.86 Forfeited (43,707) ​ ​ 35.64 Outstanding—June 30, 2023 16,559,179 ​ 26.83 Vested—June 30, 2023 11,041,925 ​ 22.19
Schedule of incentive units outstanding and vested by hurdle rates	​ ​ ​ ​ ​ ​ ​ Number Vested Incentive Hurdle Rates ​ Outstanding ​ Units $1.42 421 ​ 421 5.50 798 ​ 798 6.00 386 ​ 386 7.00 1,081 ​ 1,081 9.00 708,107 ​ 708,107 11.00 813,001 ​ 813,001 12.00 513,043 ​ 513,043 13.00 540,000 ​ 540,000 14.00 10,098 ​ 10,098 16.00 45,191 ​ 45,191 17.00 20,000 ​ 20,000 19.00 527,928 ​ 527,928 21.00 3,017,692 ​ 3,017,692 22.00 796,417 ​ 796,417 23.00 524,828 ​ 524,828 26.26 ​ 12,500 ​ 6,250 27.00 12,484 ​ 12,484 27.90 ​ 1,885,166 ​ 1,395,592 28.50 ​ 1,424,225 ​ 1,424,225 30.48 ​ 30,000 ​ 20,000 33.00 3,587,500 ​ 7,500 36.64 ​ 30,000 ​ 30,000 37.59 ​ 506,745 ​ — 43.07 ​ 60,000 ​ 20,000 43.50 ​ 30,000 ​ 30,000 44.71 ​ 803,165 ​ 406,279 58.50 ​ 658,403 ​ 170,604 ​ ​ 16,559,179 ​ 11,041,925

CASH FLOW INFORMATION (Tables)

CASH FLOW INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2023
CASH FLOW INFORMATION
Schedule of supplemental cash flow information	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended ​ ​ June 30, ​ 2022 2023 Supplemental disclosures of cash flow information—cash paid for: ​ ​ ​ ​ ​ ​ Interest ​ $ 34,952 ​ $ 87,932 Income taxes ​ $ 22,571 ​ $ 11,047 Supplemental non-cash cash flow information: ​ ​ Fair market value of estimated contingent consideration in connection with acquisitions ​ $ 18,474 ​ $ 212,624

GENERAL (Details)

GENERAL (Details) - Merger Agreement With Ferdinand FFP Acquisition, LLC, Dubilier & Rice, LLC And and Stone Point Capital LLC. - Focus Inc. - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Feb. 27, 2023
GENERAL
Share price (in dollar per share)			$ 53
Selling, general and administrative expenses
GENERAL
Merger related expense	$ 6,733	$ 17,484

SUMMARY OF ACCOUNTING POLICIE_3

SUMMARY OF ACCOUNTING POLICIES - Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue Recognition
Total revenues	$ 583,805	$ 539,211	$ 1,141,312	$ 1,075,778
Domestic
Revenue Recognition
Total revenues	541,389	510,374	1,062,414	1,017,685
International
Revenue Recognition
Total revenues	$ 42,416	$ 28,837	$ 78,898	$ 58,093

NON-CONTROLLING INTEREST AND _3

NON-CONTROLLING INTEREST AND INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Basic income per share:
Net income (loss) attributable to common shareholders	$ 32,177	$ 33,083	$ 31,545	$ 62,185
Diluted income per share:
Net income (loss) attributable to common shareholders	32,177	33,083	31,545	62,185
Class A common stock
Basic income per share:
Net income (loss) attributable to common shareholders	$ 32,177	$ 33,083	$ 31,545	$ 62,185
Weighted average shares of Class A common stock outstanding	65,999,323	65,389,642	65,969,827	65,360,667
Basic income (loss) per share	$ 0.49	$ 0.51	$ 0.48	$ 0.95
Diluted income per share:
Net income (loss) attributable to common shareholders	$ 32,177	$ 33,083	$ 31,545	$ 62,185
Add: Dilutive effect of non-controlling interests related to Focus LLC common and incentive units	(41,080)		(59,195)
Total	$ (8,903)	$ 33,083	$ (27,650)	$ 62,185
Weighted average shares of Class A common stock outstanding	65,999,323	65,389,642	65,969,827	65,360,667
Effect of dilutive stock options	442,604	190,235	418,072	298,647
Effect of dilutive restricted stock units	73,547	16,500	61,775	22,767
Effect of dilutive non-controlling interests related to Focus LLC common, restricted common and incentive units	19,152,587		18,694,606
Total	85,668,061	65,596,377	85,144,280	65,682,081
Diluted income per share	$ (0.10)	$ 0.50	$ (0.32)	$ 0.95
Highest 90-day VWAP is $80.00 or less | Market based stock options | IPO
Diluted income per share:
Threshold period			90 days
Threshold volume weighted average per share price trigger			$ 80
Vesting percentage			0%
Highest 90-day VWAP is $110.00 or more | Market based stock options | IPO
Diluted income per share:
Threshold volume weighted average per share price trigger			$ 110
Vesting percentage			100%
Share price used in change of control transaction is $110 | Market based stock options
Diluted income per share:
Share price used in change of control transaction			$ 110
Vesting percentage			100%
Share price used in change of control transaction is equal to or less than $33.00 | Market based stock options
Diluted income per share:
Share price used in change of control transaction			$ 33
Vesting percentage			0%
Focus LLC
NON-CONTROLLING INTEREST AND INCOME PER SHARE
Focus LLC common units	12,540,262	12,034,104	12,540,262	12,034,104
Focus LLC restricted common units	294,875	193,625	294,875	193,625
Common unit equivalents of outstanding vested and unvested Focus LLC incentive units	8,172,603	4,347,399	8,172,603	4,347,399
Total common units, restricted common units and common unit equivalents attributable to non-controlling interest	21,007,740	16,575,128	21,007,740	16,575,128
Total common units, restricted common units and common unit equivalents of incentive units outstanding	87,023,327	82,017,517	87,023,327	82,017,517
Non-controlling interest allocation	24.10%	20.20%	24.10%	20.20%
Company's interest in Focus LLC	75.90%	79.80%	75.90%	79.80%
Convertible incentive units	16,559,179	16,202,274	16,559,179	16,202,274

ACQUISITIONS - Business Acquisi

ACQUISITIONS - Business Acquisitions (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) item	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Allocation of purchase price:
Goodwill	$ 2,310,675	$ 2,167,917	$ 1,925,315
Business acquisitions
ACQUISITIONS
Number of business acquisitions closed	16
Consideration:
Cash due at closing	$ 134,601
Cash due subsequent to closing at net present value	3,450
Fair market value of estimated contingent consideration	212,624
Total consideration	387,648
Allocation of purchase price:
Total tangible assets	13,801
Total liabilities assumed	(24,343)
Goodwill	140,042
Total allocated consideration	387,648
Amount of goodwill and intangibles expected to be deductible for tax purposes	$ 133,679
Deductibility period for goodwill and intangible assets acquired in a business acquisition (in years)	15 years
Number of business acquisitions closed during the period which are new subsidiary partner firms | item	2
Revenue from acquired entity in business acquisitions	$ 6,165
Income from acquired entity in business acquisitions	1,092
Business acquisitions | Focus LLC
Consideration:
Fair market value of Focus LLC common units issued at closing	36,973
Business acquisitions | Customer relationships
Allocation of purchase price:
Finite-lived intangible assets	117,708
Business acquisitions | Investment Management Agreements Intangible Assets
Allocation of purchase price:
Finite-lived intangible assets	121,000
Business acquisitions | Management contracts
Allocation of purchase price:
Finite-lived intangible assets	10,617
Business acquisitions | Other acquired intangibles
Allocation of purchase price:
Finite-lived intangible assets	$ 8,823

ACQUISITIONS - Intangible asset

ACQUISITIONS - Intangible assets (Details) - Business acquisitions	6 Months Ended
	Jun. 30, 2023
Intangible assets
Weighted-average useful life of all intangibles acquired	10 years
Customer relationships
Intangible assets
Weighted-average useful life of all intangibles acquired	8 years
Investment Management Agreements Intangible Assets
Intangible assets
Weighted-average useful life of all intangibles acquired	12 years
Management contracts
Intangible assets
Weighted-average useful life of all intangibles acquired	7 years
Other acquired intangibles
Intangible assets
Weighted-average useful life of all intangibles acquired	10 years

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS - Change in goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Change in the goodwill
Goodwill, gross, beginning of period	$ 2,190,541	$ 1,947,939
Cumulative impairment losses beginning of period	(22,624)	(22,624)
Goodwill, net, beginning of period	2,167,917	1,925,315
Goodwill acquired	140,042	249,677
Other	2,716	(7,075)
Goodwill period increase	142,758	242,602
Goodwill, gross, end of period	2,333,299	2,190,541
Cumulative impairment losses, end of period	(22,624)	(22,624)
Goodwill, net, end of period	$ 2,310,675	$ 2,167,917

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Intangible assets
Gross Carry Amount	$ 3,011,654	$ 2,745,957
Accumulated Amortization	(1,253,855)	(1,106,833)
Net Book Value	1,757,799	1,639,124
Customer relationships
Intangible assets
Gross Carry Amount	2,654,625	2,530,062
Accumulated Amortization	(1,163,597)	(1,029,197)
Net Book Value	1,491,028	1,500,865
Investment Management Agreements Intangible Assets
Intangible assets
Gross Carry Amount	121,000
Accumulated Amortization	(3,405)
Net Book Value	117,595
Management contracts
Intangible assets
Gross Carry Amount	213,320	202,479
Accumulated Amortization	(78,394)	(70,624)
Net Book Value	134,926	131,855
Other acquired intangibles
Intangible assets
Gross Carry Amount	22,709	13,416
Accumulated Amortization	(8,459)	(7,012)
Net Book Value	$ 14,250	$ 6,404

FAIR VALUE MEASUREMENTS - First

FAIR VALUE MEASUREMENTS - First Lien Term Loan (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Implied fair value based on level 2 inputs
Stated Value	$ 2,600,437	$ 2,510,749
First Lien Term Loan Tranche A
Implied fair value based on level 2 inputs
Stated Value	1,746,800	1,755,600
First Lien Term Loan Tranche A | Level 2
Implied fair value based on level 2 inputs
Fair Value	1,733,699	1,735,850
First Lien Term Loan Tranche B
Implied fair value based on level 2 inputs
Stated Value	784,368	788,370
First Lien Term Loan Tranche B | Level 2
Implied fair value based on level 2 inputs
Fair Value	$ 774,564	$ 772,603

FAIR VALUE MEASUREMENTS - Chang

FAIR VALUE MEASUREMENTS - Changes in the fair value (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Changes in the fair value of estimated contingent consideration for business acquisitions
Balance at beginning of period			$ 204,308	$ 350,027
Additions to estimated contingent consideration			212,624	56,604
Assumed estimated contingent consideration obligation				12,637
Payments of contingent consideration			(35,143)	(148,638)
Non-cash changes in fair value of estimated contingent consideration			22,564	(64,747)
Other			2,627	(1,575)
Balance at end of period	$ 406,980		406,980	204,308
Amount due to sellers in 2023	6,582		6,582
Amount due to sellers in 2024	23,189		23,189
Amount due to sellers in 2025	9,079		9,079
Amount due to sellers in 2026	945		945
Amount due to sellers in 2027	5,530		5,530
Amount due to sellers in 2028	204		204
Amount due to sellers in 2029	68,971		68,971
Asset acquisitions
Changes in the fair value of estimated contingent consideration for business acquisitions
Contingent consideration paid in cash	8,963	$ 4,827
Business acquisitions
Changes in the fair value of estimated contingent consideration for business acquisitions
Contingent consideration paid in cash			35,143	138,940
Contingent consideration issued of restricted common units				9,698
Contingent consideration and other liabilities
Changes in the fair value of estimated contingent consideration for business acquisitions
Deferred cash consideration	114,500		114,500	122,079
Prepaid expenses and other assets. | SOFR Swaps
Changes in the fair value of estimated contingent consideration for business acquisitions
Notional amount				850,000
Fair value of interest rate swap				$ 44,219
Prepaid expenses and other assets. | SOFR Forward Swaps
Changes in the fair value of estimated contingent consideration for business acquisitions
Notional amount	500,000		500,000
Fair value of interest rate swap	$ 40,072		$ 40,072

FAIR VALUE MEASUREMENTS - Conti

FAIR VALUE MEASUREMENTS - Contingent consideration fair value inputs (Details) - Level 3 $ in Thousands	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
Inputs used in the fair value measurement of estimated contingent consideration
Estimated contingent consideration	$ 406,980	$ 204,308
Valuation Technique, Forecasted Growth Rates | Minimum
Inputs used in the fair value measurement of estimated contingent consideration
Measurement input	(27.7)	(7.8)
Valuation Technique, Forecasted Growth Rates | Maximum
Inputs used in the fair value measurement of estimated contingent consideration
Measurement input	38.9	32.4
Valuation Technique, Discount Rates | Minimum
Inputs used in the fair value measurement of estimated contingent consideration
Measurement input	9.3	13
Valuation Technique, Discount Rates | Maximum
Inputs used in the fair value measurement of estimated contingent consideration
Measurement input	20	19

CREDIT FACILITY - Old and New C

CREDIT FACILITY - Old and New Credit Facility (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended		12 Months Ended
	Dec. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Credit Facility
Face amount of debt	$ 2,563,970	$ 2,650,818		$ 2,563,970
Amount outstanding under credit facility	2,510,749	2,600,437		2,510,749
Debt issuance costs			$ 1,111
Borrowings under credit facilities		$ 98,500	$ 100,000
Credit Facility
Credit Facility
Actual total secured leverage ratio		4.36
Consolidated EBITDA		$ 576,871
Secured leverage ratio threshold for contingent principal payments		3.75
Contingent principal payments due in current year		$ 0
Contingent Principal Payments				0
Credit Facility | Maximum
Credit Facility
First lien leverage ratio as defined in the Credit Facility		6.25%
First Lien Term Loan
Credit Facility
Face amount of debt		$ 240,000
Debt discount (as a percent)		1.50%
Percentage of quarterly amortization of debt discount in 2023		0.25%
Percentage of quarterly amortization of debt discount in 2024		0.50%
Percentage of quarterly amortization of debt discount in 2025		0.50%
Percentage of quarterly amortization of debt discount in 2026		1.25%
Percentage of quarterly amortization of debt discount in 2027		1.875%
Borrowings under credit facilities	20,000	$ 100,000
Debt discount amount	300	1,500		300
Repayments installments		$ 300
First Lien Term Loan | 0 - 60 days from the closing date
Credit Facility
Percentage of Delayed Draw Ticking Fee on Undrawn Commitments		0%
First Lien Term Loan | 61-120 days of the closing date
Credit Facility
Percentage of Delayed Draw Ticking Fee on Undrawn Commitments		50%
First Lien Term Loan | After 121 days of the closing date
Credit Facility
Percentage of Delayed Draw Ticking Fee on Undrawn Commitments		100%
First Lien Term Loan | SOFR
Credit Facility
Margin (as a percent)		2.50%
Floor rate		0.50%
First Lien Term Loan | Base rate
Credit Facility
Margin (as a percent)		1.50%
First Lien Term Loan Tranche A
Credit Facility
Amount outstanding under credit facility	1,755,600	$ 1,746,800		1,755,600
First Lien Term Loan Tranche B
Credit Facility
Face amount of debt		1,746,800
Amount outstanding under credit facility	788,370	784,368		788,370
Quarterly installment repayments		$ 2,001
First Lien Term Loan Tranche B | SOFR
Credit Facility
Margin (as a percent)		2.50%
Floor rate		0.50%
First Lien Term Loan B
Credit Facility
Face amount of debt		$ 2,531,168
First Lien Term Loan B - Tranche A
Credit Facility
Quarterly installment repayments		4,400
Amortization of discount		$ 30,800
Debt discount (as a percent)		1.75%
First Lien Term Loan B - Tranche A | SOFR
Credit Facility
Margin (as a percent)		3.25%
Floor rate		0.50%
First Lien Term Loan B - Tranche A | Base rate
Credit Facility
Margin (as a percent)		2.25%
First Lien Term Loan B - Tranche B
Credit Facility
Face amount of debt		$ 784,368
First Lien Term Loan B - Tranche B | Base rate
Credit Facility
Margin (as a percent)		1.50%
First Lien Term Loan A
Credit Facility
Amount outstanding under credit facility	$ 20,000	$ 119,650		$ 20,000
First Lien Revolver
Credit Facility
Face amount of debt		650,000
Maximum borrowing capacity		$ 30,000
Unused commitment fee on achievement of first lien leverage ratio (as a percent)		0.50%
First Lien Revolver | SOFR
Credit Facility
Margin (as a percent)		2.25%
First Lien Revolver | Base rate
Credit Facility
Margin (as a percent)		1.25%
First Lien Revolver Step Down One
Credit Facility
Unused commitment fee on achievement of first lien leverage ratio (as a percent)		0.375%
First Lien Revolver Step Down One | SOFR
Credit Facility
Margin (as a percent)		2%
First Lien Revolver Step Down One | Base rate
Credit Facility
Margin (as a percent)		1%
First Lien Revolver Step Down Two
Credit Facility
Unused commitment fee on achievement of first lien leverage ratio (as a percent)		0.25%
First Lien Revolver Step Down Two | SOFR
Credit Facility
Margin (as a percent)		1.75%
First Lien Revolver Step Down Two | Base rate
Credit Facility
Margin (as a percent)		0.75%

CREDIT FACILITY - Reconciliatio

CREDIT FACILITY - Reconciliation of Principal Amounts Outstanding (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Credit Facility
Unamortized debt financing costs	$ (16,302)	$ (17,750)
Unamortized discount	(34,079)	(35,471)
Amount outstanding under credit facility	2,600,437	2,510,749
First Lien Term Loan A
Credit Facility
Amount outstanding under credit facility	119,650	20,000
First Lien Term Loan Tranche A
Credit Facility
Amount outstanding under credit facility	1,746,800	1,755,600
First Lien Term Loan Tranche B
Credit Facility
Amount outstanding under credit facility	$ 784,368	$ 788,370

CREDIT FACILITY - First Lien Re

CREDIT FACILITY - First Lien Revolver and Letters of Credit (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Credit Facility
Weighted average interest rate	7%	4%
Deferred financing costs	$ 6,818	$ 7,590
First Lien Revolver
Credit Facility
Deferred financing costs	6,818	7,590
Unused commitment line	640,306	639,997
Standby Letters of Credit
Credit Facility
Letter of credit outstanding	$ 9,694	$ 10,003
Annual interest rate	2%	2%

DERIVATIVES (Details)

DERIVATIVES (Details) $ in Thousands	1 Months Ended
	Apr. 30, 2023 USD ($) item	Apr. 30, 2024 USD ($)	Jun. 30, 2023 USD ($) item	Dec. 31, 2022 USD ($)
SOFR
Derivatives
Fixed interest rate per month			0.50%
Interest rate swaps
Derivatives
Number of swaps | item			3
Variable interest rate borrowings outstanding			$ 850,000
Interest rate swaps | Prepaid expenses and other assets
Derivatives
Offsetting adjustment to fair value in accumulated other comprehensive income (loss), net of tax			8,215	$ 9,458
Interest rate swaps | SOFR
Derivatives
Fair value			40,072	$ 44,219
Interest rate swap, one
Derivatives
Notional amount			$ 400,000
Variable interest rate per month			0.619%
Interest rate swap, two
Derivatives
Notional amount			$ 250,000
Variable interest rate per month			0.447%
Interest rate swap, three
Derivatives
Notional amount			$ 200,000
Variable interest rate per month			0.44%
Forward swap
Derivatives
Number of swaps | item	2
Term of contract	4 years
Forward swap | Forecast
Derivatives
Amount of debt the swap will fix the interest rate on		$ 500,000
Forward swap | SOFR
Derivatives
Fixed interest rate per month	0.50%
Forward swap , one
Derivatives
Notional amount	$ 250,000
Variable interest rate per month	3.157%
Forward swap , two
Derivatives
Notional amount	$ 250,000
Variable interest rate per month	3.176%

EQUITY (Details)

EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended			3 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jul. 31, 2018	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Class B common stock
EQUITY
Issuance of common stock in connection with an acquisition and contingent consideration (in shares)	712,941
Incentive Units
Changes in unvested common stock, Grant Date Fair Value
Non-cash equity compensation expense				$ 5,247	$ 5,398	$ 10,612	$ 10,113
Stock Options and Restricted Stock Units
Changes in unvested common stock, Grant Date Fair Value
Non-cash equity compensation expense				$ 2,441	$ 2,105		$ 4,987	$ 4,097
Market condition-based awards
EQUITY
Vesting period			5 years
Threshold period			90 days
Threshold volume weighted average per share price trigger			$ 100
Market condition-based awards | Exercised on and following the first anniversary of the date of vesting in July 2025
EQUITY
Vested stock options exercised (in percent)		25%
Cumulative vested stock options exercised (in percent)		50%
Market condition-based awards | IPO
EQUITY
Threshold period		90 days
Incremental Non-cash equity compensation expense recognized		$ 518
Market condition-based awards | IPO | Share price used is $110.00
EQUITY
Share price (in dollars per share)		$ 110
Vesting percentage		100%
Market condition-based awards | IPO | Share price used is equal to or less than $33.00
EQUITY
Share price (in dollar per share)		$ 33
Vesting percentage		0%
Market condition-based awards | IPO | Highest 90-day VWAP is $80.00 or less
EQUITY
Vesting percentage		0%
Threshold period		90 days
Threshold volume weighted average per share price trigger		$ 80
Market condition-based awards | IPO | Highest 90-day VWAP is $110.00 or more
EQUITY
Vesting percentage		100%
Threshold period		90 days
Threshold volume weighted average per share price trigger		$ 110
Market condition-based awards | IPO | Exercised on and following the date of vesting
EQUITY
Vested stock options exercised (in percent)		25%
Market condition-based awards | IPO | Exercised on and following the second anniversary of the date of vesting in July 2026
EQUITY
Vested stock options exercised (in percent)		50%
Cumulative vested stock options exercised (in percent)		100%
Market condition-based awards | Class A common stock
EQUITY
Granted			155,000
Changes in unvested common stock
Granted			155,000
Restricted Stock Units (RSUs)
Changes in unvested common stock
Outstanding at the beginning of the period							252,719
Forfeited							(4,747)
Outstanding at the end of the period				247,972			247,972
Changes in unvested common stock, Grant Date Fair Value
Outstanding at the beginning of the period							$ 43.02
Forfeited							43.88
Outstanding at the end of the period				$ 43			$ 43
Common Stock | Class B common stock
EQUITY
Issuance of common stock in connection with an acquisition and contingent consideration (in shares)					512,290		712,941	700,085
Common Stock | Employee Stock Option [Member]
Changes in stock options
Outstanding at the beginning of the period							2,461,317
Exercised							(85,943)
Forfeited							(16,559)
Outstanding at the end of the period				2,358,815			2,358,815
Vested							1,188,758
Changes in stock option, Weighted Average Exercise Price
Outstanding at the beginning of the period							$ 39.24
Exercised							35.69
Forfeited							51.20
Outstanding at the end of the period				$ 39.28			39.28
Vested							$ 34.69
Changes in unvested common stock
Vested							(1,188,758)
Changes in unvested common stock, Grant Date Fair Value
Vested							$ 34.69

EQUITY - Focus LLC Restricted C

EQUITY - Focus LLC Restricted Common Units and Focus LLC Incentive Units - Hurdle Rates (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	Mar. 31, 2022	Jul. 31, 2018	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Jun. 30, 2023
Focus LLC Restricted Common Units
Restricted Common Units
Outstanding at the beginning of the period						296,548
Forfeited						(1,673)
Outstanding at the end of the period			294,875			294,875
Weighted Average Grant Date Fair Value
Outstanding at the beginning of the period						$ 45.78
Forfeited						49.20
Outstanding at the end of the period			$ 45.76			$ 45.76
Focus LLC Incentive Units
Incentive Units
Outstanding at the beginning of the period						16,602,886
Forfeited						(43,707)
Outstanding at the end of the period			16,559,179			16,559,179
Vested at the end of the period						11,041,925
Weighted Average Hurdle Price
Outstanding at the beginning of the period						$ 26.86
Forfeited						35.64
Outstanding at the end of the period			$ 26.83			26.83
Vested at the end of the period			$ 22.19			$ 22.19
Restricted Stock Units (RSUs)
Restricted Common Units
Outstanding at the beginning of the period						252,719
Forfeited						(4,747)
Outstanding at the end of the period			247,972			247,972
Weighted Average Grant Date Fair Value
Outstanding at the beginning of the period						$ 43.02
Forfeited						43.88
Outstanding at the end of the period			$ 43			$ 43
Market-Based Incentive Units
Incentive Units
Granted		3,845,000
Fair value of the stock option grants determined with assumptions
Vesting period		5 years
Threshold period		90 days
Threshold volume weighted average per share price trigger		$ 100
Hurdle Rate		$ 33
Incentive Units
Incentive Units
Outstanding at the end of the period			16,559,179			16,559,179
Vested at the end of the period						11,041,925
Fair value of the stock option grants determined with assumptions
Non-cash equity compensation expense			$ 5,247	$ 5,398	$ 10,612	$ 10,113
Incentive Units | Hurdle Rate $1.42
Incentive Units
Outstanding at the end of the period			421			421
Vested at the end of the period						421
Weighted Average Hurdle Price
Hurdle Rates						$ 1.42
Incentive Units | Hurdle Rate 5.50
Incentive Units
Outstanding at the end of the period			798			798
Vested at the end of the period						798
Weighted Average Hurdle Price
Hurdle Rates						$ 5.50
Incentive Units | Hurdle Rate 6.00
Incentive Units
Outstanding at the end of the period			386			386
Vested at the end of the period						386
Weighted Average Hurdle Price
Hurdle Rates						$ 6
Incentive Units | Hurdle Rate 7.00
Incentive Units
Outstanding at the end of the period			1,081			1,081
Vested at the end of the period						1,081
Weighted Average Hurdle Price
Hurdle Rates						$ 7
Incentive Units | Hurdle Rate 9.00
Incentive Units
Outstanding at the end of the period			708,107			708,107
Vested at the end of the period						708,107
Weighted Average Hurdle Price
Hurdle Rates						$ 9
Incentive Units | Hurdle Rate 11.00
Incentive Units
Outstanding at the end of the period			813,001			813,001
Vested at the end of the period						813,001
Weighted Average Hurdle Price
Hurdle Rates						$ 11
Incentive Units | Hurdle Rate 12.00
Incentive Units
Outstanding at the end of the period			513,043			513,043
Vested at the end of the period						513,043
Weighted Average Hurdle Price
Hurdle Rates						$ 12
Incentive Units | Hurdle Rate 13.00
Incentive Units
Outstanding at the end of the period			540,000			540,000
Vested at the end of the period						540,000
Weighted Average Hurdle Price
Hurdle Rates						$ 13
Incentive Units | Hurdle Rate 14.00
Incentive Units
Outstanding at the end of the period			10,098			10,098
Vested at the end of the period						10,098
Weighted Average Hurdle Price
Hurdle Rates						$ 14
Incentive Units | Hurdle Rate 16.00
Incentive Units
Outstanding at the end of the period			45,191			45,191
Vested at the end of the period						45,191
Weighted Average Hurdle Price
Hurdle Rates						$ 16
Incentive Units | Hurdle Rate 17.00
Incentive Units
Outstanding at the end of the period			20,000			20,000
Vested at the end of the period						20,000
Weighted Average Hurdle Price
Hurdle Rates						$ 17
Incentive Units | Hurdle Rate 19.00
Incentive Units
Outstanding at the end of the period			527,928			527,928
Vested at the end of the period						527,928
Weighted Average Hurdle Price
Hurdle Rates						$ 19
Incentive Units | Hurdle Rate 21.00
Incentive Units
Outstanding at the end of the period			3,017,692			3,017,692
Vested at the end of the period						3,017,692
Weighted Average Hurdle Price
Hurdle Rates						$ 21
Incentive Units | Hurdle Rate 22.00
Incentive Units
Outstanding at the end of the period			796,417			796,417
Vested at the end of the period						796,417
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						524,828
Weighted Average Hurdle Price
Hurdle Rates						$ 23
Incentive Units | Hurdle Rate 26.26
Incentive Units
Outstanding at the end of the period			12,500			12,500
Vested at the end of the period						6,250
Weighted Average Hurdle Price
Hurdle Rates						$ 26.26
Incentive Units | Hurdle Rate 27.00
Incentive Units
Outstanding at the end of the period			12,484			12,484
Vested at the end of the period						12,484
Weighted Average Hurdle Price
Hurdle Rates						$ 27
Incentive Units | Hurdle Rate 27.90
Incentive Units
Outstanding at the end of the period			1,885,166			1,885,166
Vested at the end of the period						1,395,592
Weighted Average Hurdle Price
Hurdle Rates						$ 27.90
Incentive Units | Hurdle Rate 28.50
Incentive Units
Outstanding at the end of the period			1,424,225			1,424,225
Vested at the end of the period						1,424,225
Weighted Average Hurdle Price
Hurdle Rates						$ 28.50
Incentive Units | Hurdle Rate 30.48
Incentive Units
Outstanding at the end of the period			30,000			30,000
Vested at the end of the period						20,000
Weighted Average Hurdle Price
Hurdle Rates						$ 30.48
Incentive Units | Hurdle Rate 33.00
Incentive Units
Outstanding at the end of the period			3,587,500			3,587,500
Vested at the end of the period						7,500
Weighted Average Hurdle Price
Hurdle Rates						$ 33
Incentive Units | Hurdle Rate 36.64
Incentive Units
Outstanding at the end of the period			30,000			30,000
Vested at the end of the period						30,000
Weighted Average Hurdle Price
Hurdle Rates						$ 36.64
Incentive Units | Hurdle Rate 37.59
Incentive Units
Outstanding at the end of the period			506,745			506,745
Weighted Average Hurdle Price
Hurdle Rates						$ 37.59
Incentive Units | Hurdle Rate 43.07
Incentive Units
Outstanding at the end of the period			60,000			60,000
Vested at the end of the period						20,000
Weighted Average Hurdle Price
Hurdle Rates						$ 43.07
Incentive Units | Hurdle Rate 43.50
Incentive Units
Outstanding at the end of the period			30,000			30,000
Vested at the end of the period						30,000
Weighted Average Hurdle Price
Hurdle Rates						$ 43.50
Incentive Units | Hurdle Rate 44.71
Incentive Units
Outstanding at the end of the period			803,165			803,165
Vested at the end of the period						406,279
Weighted Average Hurdle Price
Hurdle Rates						$ 44.71
Incentive Units | Hurdle Rate 58.50
Incentive Units
Outstanding at the end of the period			658,403			658,403
Vested at the end of the period						170,604
Weighted Average Hurdle Price
Hurdle Rates						$ 58.50
IPO | Market-Based Incentive Units
Fair value of the stock option grants determined with assumptions
Incremental Non-cash equity compensation expense recognized	$ 10,144
Threshold period	90 days
Highest 90-day VWAP is $80.00 or less | IPO | Market-Based Incentive Units
Fair value of the stock option grants determined with assumptions
Vesting percentage	0%
Threshold period	90 days
Threshold volume weighted average per share price trigger	$ 80
Highest 90-day VWAP is $110.00 or more | IPO | Market-Based Incentive Units
Fair value of the stock option grants determined with assumptions
Vesting percentage	100%
Threshold period	90 days
Threshold volume weighted average per share price trigger	$ 110
Share price (in dollar per share)	$ 110
Exercised on and following the date of vesting | IPO | Market-Based Incentive Units
Fair value of the stock option grants determined with assumptions
Vested stock options exercised (in percent)	25%
Exercised on and following the first anniversary of the date of vesting in July 2025 | IPO | Market-Based Incentive Units
Fair value of the stock option grants determined with assumptions
Vested stock options exercised (in percent)	25%
Cumulative vested stock options exercised (in percent)	50%
Exercised on and following the second anniversary of the date of vesting in July 2026 | IPO | Market-Based Incentive Units
Fair value of the stock option grants determined with assumptions
Vested stock options exercised (in percent)	50%
Cumulative vested stock options exercised (in percent)	100%
Share price used is equal to or less than $33.00 | IPO | Market-Based Incentive Units
Fair value of the stock option grants determined with assumptions
Vesting percentage	0%
Share price (in dollar per share)	$ 33

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
INCOME TAXES
Discrete tax benefit	$ 3,598
Effective income tax rate (as a percent)	158.40%	29.80%
Uncertain tax positions reserve	$ 0

TAX RECEIVABLE AGREEMENTS (Deta

TAX RECEIVABLE AGREEMENTS (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)	Mar. 31, 2020 agreement	Jul. 31, 2018 agreement
TAX RECEIVABLE AGREEMENTS
Number of tax receivable agreements | agreement		3	2
Payment to TRA holder on net cash savings (as a percent)	85%
Retained benefit on net cash savings (as a percent)	15%
Tax Receivable Agreement obligations	$ 215,013
Payments made under Tax Receivable Agreements	$ 9,598

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES
Liabilities, clearing brokers	$ 0	$ 0

CASH FLOW INFORMATION (Details)

CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Supplemental disclosures of cash flow information-cash paid for:
Interest	$ 87,932	$ 34,952
Income taxes	11,047	22,571
Supplemental non-cash cash flow information:
Fair market value of estimated contingent consideration in connection with acquisitions	$ 212,624	$ 18,474

RELATED PARTIES (Details)

RELATED PARTIES (Details) - Related Party - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue from affiliated entity	$ 3,215	$ 2,857	$ 6,539	$ 6,125
Chief Executive Officer
Expenses recognized	$ 1,035	$ 1,335	$ 2,113	$ 2,430

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 32,177	$ 33,083	$ 31,545	$ 62,185

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false