DEI Statement
DEI Statement - shares | 3 Months Ended | |
Mar. 31, 2020 | May 07, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | BRP Group, Inc. | |
Entity Central Index Key | 0001781755 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 19,984,749 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 52,125 | $ 67,689 |
Restricted cash | 3,840 | 3,382 |
Premiums, commissions and fees receivable, net | 71,637 | 58,793 |
Prepaid expenses and other current assets | 3,287 | 3,019 |
Due from related parties | 34 | 43 |
Total current assets | 130,923 | 132,926 |
Property and equipment, net | 4,027 | 3,322 |
Other assets | 6,505 | 5,600 |
Intangible assets, net | 111,264 | 92,450 |
Goodwill | 197,531 | 164,470 |
Total assets | 450,250 | 398,768 |
Current Liabilities | ||
Premiums payable to insurance companies | 58,390 | 50,541 |
Producer commissions payable | 9,681 | 7,470 |
Accrued expenses and other current liabilities | 11,094 | 12,334 |
Current portion of contingent earnout liabilities | 2,788 | 2,480 |
Total current liabilities | 81,953 | 72,825 |
Revolving lines of credit | 60,363 | 40,363 |
Contingent earnout liabilities, less current portion | 51,067 | 46,289 |
Other liabilities | 2,023 | 2,017 |
Total liabilities | 195,406 | 161,494 |
Mezzanine Equity | ||
Redeemable noncontrolling interest | 39 | 23 |
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Additional paid-in capital | 90,443 | 82,425 |
Accumulated deficit | (7,182) | (8,650) |
Notes receivable from stockholders | 647 | 688 |
Total stockholders’ equity attributable to BRP Group, Inc. | 82,817 | 73,285 |
Noncontrolling interest | 171,988 | 163,966 |
Total stockholders’ equity | 254,805 | 237,251 |
Total liabilities, mezzanine equity and stockholders’ equity | 450,250 | 398,768 |
Common Class A | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 199 | 194 |
Common Class B | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 4 | 4 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets | ||
Cash and cash equivalents | 14 | 47 |
Premiums, commissions and fees receivable, net | 333 | 75 |
Total current assets | 347 | 122 |
Property and equipment, net | 28 | 31 |
Other assets | 5 | 7 |
Total assets | 380 | 160 |
Current Liabilities | ||
Premiums payable to insurance companies | 182 | 6 |
Producer commissions payable | 19 | 15 |
Accrued expenses and other current liabilities | 36 | 29 |
Total liabilities | $ 237 | $ 50 |
Balance Sheet Parenthetical
Balance Sheet Parenthetical - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Common Class A | ||
Par value | $ 0.01 | $ 0.01 |
Shares authorized | 300,000,000 | 300,000,000 |
Shares issued | 19,847,354 | 19,362,984 |
Shares outstanding | 19,847,354 | 19,362,984 |
Common Class B | ||
Par value | $ 0.0001 | $ 0.0001 |
Shares authorized | 50,000,000 | 50,000,000 |
Shares issued | 43,544,362 | 43,257,738 |
Shares outstanding | 43,544,362 | 43,257,738 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Commissions and fees | $ 54,159 | $ 29,837 |
Operating expenses: | ||
Commissions, employee compensation and benefits | 34,548 | 16,286 |
Other operating expenses | 8,885 | 4,002 |
Amortization expense | 3,596 | 876 |
Change in fair value of contingent consideration | 1,661 | (2,786) |
Depreciation expense | 165 | 127 |
Total operating expenses | 48,855 | 18,505 |
Operating income | 5,304 | 11,332 |
Interest expense, net | (585) | (1,590) |
Income before income taxes | 4,719 | 9,742 |
Income tax provision | 12 | 0 |
Net income | 4,707 | 9,742 |
Less: net income attributable to noncontrolling interests | 3,239 | 9,742 |
Net income attributable to BRP Group, Inc. | 1,468 | 0 |
Comprehensive income | 4,707 | 9,742 |
Comprehensive income attributable to noncontrolling interests | 3,239 | 9,742 |
Comprehensive income attributable to BRP Group, Inc. | $ 1,468 | $ 0 |
Basic earnings per share | $ 0.08 | |
Diluted earnings per share | $ 0.07 | |
Weighted-average shares of Class A common stock outstanding - basic | 19,481,721 | |
Weighted-average shares of Class A common stock outstanding - diluted | 19,816,363 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) and Mezzanine Equity (Unaudited) - USD ($) $ in Thousands | Total | APIC | Accumulated Deficit | Members’ Deficit | Notes Receivable from Stockholders/ Members | Noncontrolling Interest | Redeemable Noncontrolling Interest | Redeemable Members’ Capital | Common Class ACommon Stock | Common Class BCommon Stock |
Balance at beginning of period, stockholder/members' equity at Dec. 31, 2018 | $ (62,759) | $ (63,606) | $ (90) | $ 937 | ||||||
Balance at beginning of period, mezzanine equity at Dec. 31, 2018 | $ 46,208 | $ 39,354 | ||||||||
Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 5,397 | 5,304 | 93 | 1,533 | 2,812 | |||||
Contributions | 15 | |||||||||
Contributions through issuance of Member note receivable | (263) | (310) | 47 | 263 | ||||||
Repayment of Member note receivable | 45 | 45 | ||||||||
Issuance and vesting of Management Incentive Units | 130 | 130 | ||||||||
Issuance of common units | 386 | 386 | ||||||||
Issuance of common units | 5,509 | 5,509 | ||||||||
Repurchase of common units | (11,177) | |||||||||
Repurchase redemption value adjustments | (1,323) | |||||||||
Noncontrolling interest issued in business combinations and asset acquisitions | 1,000 | 1,000 | 0 | |||||||
Change in the redemption value of redeemable interests | (33,271) | (33,271) | (5,479) | 38,750 | ||||||
Distributions | (525) | (513) | (12) | (1,149) | (237) | |||||
Balance at end of period, stockholder/members' equity at Mar. 31, 2019 | (89,860) | $ (91,956) | (355) | 2,451 | ||||||
Balance at end of period, mezzanine equity at Mar. 31, 2019 | 41,391 | $ 73,688 | ||||||||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 19,362,984 | 43,257,738 | ||||||||
Balance at beginning of period, stockholder/members' equity at Dec. 31, 2019 | 237,251 | $ 82,425 | $ (8,650) | (688) | 163,966 | $ 194 | $ 4 | |||
Balance at beginning of period, mezzanine equity at Dec. 31, 2019 | 23 | |||||||||
Stockholders' Equity [Roll Forward] | ||||||||||
Net income | 4,691 | 1,468 | 3,223 | 16 | ||||||
Issuance of common units | 0 | |||||||||
Noncontrolling interest issued in business combinations (in shares) | 487,534 | 286,624 | ||||||||
Noncontrolling interest issued in business combinations and asset acquisitions | 12,177 | 7,672 | 4,500 | $ 5 | ||||||
Share-based compensation, net of forfeitures (in shares) | (3,164) | |||||||||
Share-based compensation, net of forfeitures | 645 | 346 | 299 | |||||||
Repayment of stockholder notes receivable | 41 | 41 | ||||||||
Change in the redemption value of redeemable interests | 0 | |||||||||
Balance at end of period, stockholder/members' equity at Mar. 31, 2020 | $ 254,805 | $ 90,443 | $ (7,182) | $ (647) | $ 171,988 | $ 199 | $ 4 | |||
Balance at end of period, mezzanine equity at Mar. 31, 2020 | $ 39 | |||||||||
Balance at end of period (in shares) at Mar. 31, 2020 | 19,847,354 | 43,544,362 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 4,707 | $ 9,742 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,761 | 1,003 |
Change in fair value of contingent consideration | 1,661 | (2,786) |
Share-based compensation expense | 1,139 | 0 |
Amortization of deferred financing costs | 76 | 200 |
Loss on extinguishment of debt | 0 | 115 |
Issuance and vesting of Management Incentive Units | 0 | 130 |
Participation unit compensation | 0 | 23 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Premiums, commissions and fees receivable, net | (5,221) | (1,039) |
Prepaid expenses and other current assets | (634) | (285) |
Due from related parties | 9 | (7) |
Accounts payable, accrued expenses and other current liabilities | (527) | (2,244) |
Other liabilities | 0 | 13 |
Net cash provided by operating activities | 4,971 | 4,865 |
Cash flows from investing activities: | ||
Capital expenditures | (583) | (416) |
Investment in business venture | 0 | (200) |
Cash consideration paid for business combinations, net of cash received | (39,305) | (35,572) |
Net cash used in investing activities | (39,888) | (36,188) |
Cash flows from financing activities: | ||
Payment of guaranteed earnout consideration | 0 | (813) |
Proceeds from revolving line of credit | 20,000 | 29,304 |
Proceeds from related party debt | 0 | 19,460 |
Payments on long-term debt | 0 | (204) |
Payments of debt issuance costs and debt extinguishment costs | (230) | (15) |
Proceeds from advisor incentive buy-ins | 0 | 355 |
Proceeds received from repayment of stockholder/member notes receivable | 41 | 45 |
Proceeds from issuance of common units | 0 | 386 |
Repurchase of common units | 0 | (12,500) |
Contributions | 0 | 15 |
Distributions | 0 | (1,911) |
Net cash provided by financing activities | 19,811 | 34,122 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (15,106) | 2,799 |
Cash and cash equivalents and restricted cash at beginning of period | 71,071 | 7,995 |
Cash and cash equivalents and restricted cash at end of period | 55,965 | 10,794 |
Supplemental schedule of cash flow information: | ||
Cash paid during the period for interest | 573 | 1,275 |
Disclosure of non-cash investing and financing activities: | ||
Noncontrolling interest issued in business combinations | 12,177 | 1,000 |
Contingent earnout consideration for business combinations | 3,237 | 0 |
Change in the redemption value of redeemable interests | 0 | (33,271) |
Capitalization of issuance to redeemable common member | 0 | 5,509 |
Debt issuance costs added to revolving line of credit | 0 | 2,554 |
Transfer of long-term debt to revolving line of credit | $ 0 | $ 1,820 |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation BRP Group, Inc. (“BRP Group” or the “Company”) was incorporated in the state of Delaware on July 1, 2019 . BRP Group was formed for the purpose of completing an initial public offering of its common stock and related transactions in order to carry on the business of Baldwin Risk Partners, LLC (“BRP”) as a publicly-traded entity. On October 28, 2019 , BRP Group completed an initial public offering of its Class A common stock (the “Initial Public Offering”) and became the sole managing member of BRP. The consolidated financial statements of BRP Group have been presented as a combination of the financial results of BRP Group and BRP as of the earliest period presented as discussed further under Principles of Consolidation below. BRP Group is a diversified insurance agency and services organization that markets and sells insurance products and services to its customers throughout the U.S., although a significant portion of the Company’s business is concentrated in the southeastern U.S. BRP Group and its subsidiaries operate through four reportable segments (“Operating Groups”), including Middle Market, Specialty, MainStreet, and Medicare, which are discussed in more detail in Note 15 . Principles of Consolidation The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of BRP, BRP Group operates and controls all the business and affairs of BRP, and has the sole voting interest in, and controls the management of, BRP. Accordingly, BRP Group began consolidating BRP in its consolidated financial statements as of the closing date of the Initial Public Offering, resulting in a noncontrolling interest related to the LLC Units held by BRP’s LLC members (the “LLC Units”) on its consolidated financial statements. BRP and BRP Group have been under the common control of the Company’s Chairman, Lowry Baldwin, before and after the reorganization transactions undertaken in connection with the Initial Public Offering (the “Reorganization Transactions”). Prior to the Reorganization Transactions, Mr. Baldwin held a controlling interest in Baldwin Investment Group Holdings, LLC (“BIGH”), which was the controlling owner of BRP through its majority ownership of BRP’s common units. In addition, Mr. Baldwin was the sole shareholder of BRP Group. Upon reorganization, BRP Group became the sole managing member of BRP. Holders of the Class B common stock hold a majority of the voting power of BRP Group and stockholders of a majority of the Class B common stock, including BIGH, executed a Voting Agreement in which they agreed to vote in the same manner as Mr. Baldwin. As a result, Mr. Baldwin continues to control BRP Group subsequent to the Initial Public Offering and Reorganization Transactions. Accordingly, we have accounted for the Reorganization Transactions as a transaction between entities under common control in accordance with Accounting Standards Codification (“ASC”) Topic 805-50, Business Combinations - Related Issues , under which the financial information of BRP Group has been combined with that of BRP as of the earliest period presented. The Company has prepared these consolidated financial statements in accordance with ASC Topic 810, Consolidation (“Topic 810”). Topic 810 requires that if an enterprise is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity should be included in the consolidated financial statements of the enterprise. The Company has recognized certain entities as variable interest entities of which the Company is the primary beneficiary and has included the accounts of these entities in the consolidated financial statements. Refer to Note 4 for additional information regarding the Company’s variable interest entities. Topic 810 also requires that the equity of a noncontrolling interest shall be reported on the condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. Noncontrolling Interest Noncontrolling interests are reported at historical cost basis adjusted for cumulative earnings or loss allocations and classified as a component of stockholders’ equity on the condensed consolidated balance sheets. Noncontrolling interest as presented as of March 31, 2020 and December 31, 2019 and for the three months ended March 31, 2020 and 2019 consists of the noncontrolling interest holdings of BRP Group subsequent to the Company’s reorganization in connection with the Initial Public Offering. The controlling interest holdings of BRP for the period from January 1, 2019 through March 31, 2019 have been reclassified to noncontrolling interest holdings of BRP Group for presentation of activity for the three months ended March 31, 2019 . Unaudited Interim Financial Reporting The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all the information and related notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of recurring accruals, considered necessary for fair statement have been included. The accompanying balance sheet for the year ended December 31, 2019 was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020 . Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition, including determination of allowances for estimated policy cancellations, business combinations and purchase price allocation, impairment of long-lived assets including goodwill, and valuation of the Tax Receivable Agreement liability and share-based compensation. Changes in Presentation Certain prior year amounts have been reclassified to conform to current year presentation. Recent Accounting Pronouncements As an emerging growth company, the Jumpstart Our Business Startups (“JOBS”) Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to use this extended transition period and adopt certain new accounting standards on the private company timeline, which means that the Company’s financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis. The Company has elected the extended transition period for the adoption of the Accounting Standards Updates (“ASUs”) below, except those where early adoption was both permitted and elected. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases . ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements, which improves upon the guidance issued in ASU 2016-02. This guidance is effective for the fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the full effect that the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements (“ASU 2016-13”), which amends the guidance for recognizing credit losses on financial instruments measured at amortized cost. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The FASB has subsequently issued several additional ASUs related to credit losses, which improved upon, and provided transition relief for, the guidance issued in ASU 2016-13 and extended the adoption date for nonpublic business entities. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the full effect that the adoption of this standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) (“Topic 820”): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements related to fair value measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The Company adopted the guidance in ASU 2018-13 effective January 1, 2020, which impacted the presentation of the fair value measurements disclosure in Note 13 , but did not otherwise impact the Company’s consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those that were disclosed for the year ended December 31, 2019 in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020 , except as noted below. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company manages this risk using high creditworthy financial institutions. Interest-bearing accounts and noninterest-bearing accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 . Deposits exceed amounts insured by the FDIC. The Company has not experienced any losses from its deposits. One Insurance Company Partner accounted for approximately 10% of the Company’s total core commissions during the three months ended March 31, 2020 . |
Business Combinations (Notes)
Business Combinations (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combinations The Company completed four business combinations for an aggregate purchase price of $59.7 million during the three months ended March 31, 2020 . In accordance with ASC Topic 805, Business Combinations (“Topic 805”), total consideration was first allocated to the fair value of assets acquired, including liabilities assumed, with the excess being recorded as goodwill. For financial statement purposes, goodwill is not amortized but rather is evaluated for impairment at least annually or more frequently if an event or change in circumstances occurs that indicates goodwill may be impaired. Goodwill is deductible for tax purposes and will be amortized over a period of fifteen years . The recorded purchase price for certain business combinations includes an estimation of the fair value of contingent consideration obligations associated with potential earnout provisions, which are generally based on earnings before income taxes, depreciation and amortization (“EBITDA”). The contingent earnout consideration amounts identified in the tables below are measured at fair value within Level 3 of the fair value hierarchy as discussed further in Note 13 . Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the condensed consolidated statements of comprehensive income when incurred. The recorded purchase price for certain business combinations also includes an estimation of the fair value of noncontrolling interests, which are calculated based on a valuation of the entity with the relevant percentage applied. The Company completed the following four business combinations during the three months ended March 31, 2020 : • Lanier, a Middle Market Partner effective January 1, 2020 , was made to expand our Middle Market presence in the healthcare, higher education, construction, property and non-profit businesses throughout Florida and other states. • Highland, a Specialty Partner effective January 1, 2020 , was made to expand our Specialty presence in the healthcare and cyber insurance businesses and to add capabilities within the real estate business. • AgencyRM, a Medicare Partner effective February 1, 2020 , was made to expand our Medicare business presence in Texas. • VibrantUSA, a Medicare Partner effective February 1, 2020 , was made to expand our Medicare business presence in Washington. The operating results of these business combinations have been included in the condensed consolidated statements of comprehensive income since their respective acquisition dates. The Company recognized total revenues and net income from these business combinations of $7.7 million and $1.5 million , respectively, for the three months ended March 31, 2020 . Acquisition-related costs incurred in connection with these business combinations are recorded in operating expenses in the condensed consolidated statements of comprehensive income. The Company incurred acquisition-related costs from these business combinations of $456,000 for the three months ended March 31, 2020 . The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the three months ended March 31, 2020 . Due to the complexity of valuing the consideration paid and the purchase price allocation and the timing of these activities, certain amounts included in the condensed consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Any measurement period adjustments related to prior period business combinations have been reflected as current period adjustments for the three months ended March 31, 2020 in accordance with Topic 805. (in thousands) Lanier Highland AgencyRM VibrantUSA Totals Cash consideration paid $ 24,450 $ 6,603 $ 7,061 $ 6,158 $ 44,272 Fair value of contingent earnout consideration 1,628 788 679 142 3,237 Fair value of noncontrolling interest 6,119 4,500 1,558 — 12,177 Total consideration $ 32,197 $ 11,891 $ 9,298 $ 6,300 $ 59,686 Cash $ 2,413 $ 1,542 $ 573 $ 439 $ 4,967 Premiums, commissions and fees receivable 2,494 5,977 1,002 317 9,790 Property and equipment 294 — — — 294 Other assets 168 13 4 12 197 Intangible assets Purchased customer accounts 6,308 — — — 6,308 Distributor relationships — 6,500 4,300 3,800 14,600 Carrier relationships — 659 — — 659 Software — — 565 — 565 Trade names — 214 25 32 271 Goodwill 23,739 4,228 3,369 1,725 33,061 Total assets acquired 35,416 19,133 9,838 6,325 70,712 Premiums and producer commissions payable (2,954 ) (6,374 ) (540 ) (14 ) (9,882 ) Accrued expenses and other current liabilities (265 ) (868 ) — (11 ) (1,144 ) Total liabilities acquired (3,219 ) (7,242 ) (540 ) (25 ) (11,026 ) Net assets acquired $ 32,197 $ 11,891 $ 9,298 $ 6,300 $ 59,686 Maximum potential contingent earnout consideration $ 11,000 $ 2,450 $ 3,000 $ 378 $ 16,828 The factors contributing to the recognition of the amount of goodwill are based on expanding business presence into new geographic locations and service markets, strategic benefits that are expected to be realized from acquiring the Partners’ assembled workforce in addition to other synergies gained from integrating the Partners’ operations into our consolidated structure. The intangible assets acquired in connection with business combinations during the three months ended March 31, 2020 have the following estimated weighted-average lives: Weighted-Average Life Purchased customer accounts 15.0 years Distributor relationships 20.0 years Carrier relationships 0.8 years Software 2.0 years Trade names 4.2 years Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the three months ended March 31, 2020 is as follows: (in thousands) Amount For the remainder of 2020 $ 3,883 2021 3,227 2022 2,486 2023 1,956 2024 1,433 The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Lanier, Highland, AgencyRM and VibrantUSA occurred on January 1, 2019 . This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Three Months Ended March 31, (in thousands, except per share data) 2020 2019 Pro forma results: Revenues $ 56,550 $ 41,750 Net income 5,917 12,194 Net income attributable to BRP Group, Inc. 1,853 Basic earnings per share $ 0.09 Diluted earnings per share $ 0.09 Weighted-average shares of Class A common stock outstanding - basic 19,523 Weighted-average shares of Class A common stock outstanding - diluted 19,860 |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities Topic 810 requires a reporting entity to consolidate a variable interest entity (“VIE”) when the reporting entity has a variable interest or combination of variable interests that provide the entity with a controlling financial interest in the VIE. The Company continually assesses whether it has a controlling financial interest in each of its VIEs to determine if it is the primary beneficiary of the VIE and should, therefore, consolidate each of the VIEs. A reporting entity is considered to have a controlling financial interest in a VIE if it has (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb the losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company determined that it is the primary beneficiary of its VIEs, which, at March 31, 2019 , included The Villages Insurance Partners, LLC (“TVIP”) and the Company’s joint ventures, BKS-IPEO JV Partners, LLC (“iPEO”), Laureate Insurance Partners, LLC (“Laureate”), BKS Smith, LLC (“Smith”), BKS MS, LLC (“Saunders”) and BKS Partners Galati Marine Solutions, LLC (“Galati”). In connection with the Reorganization Transactions and Initial Public Offering in October 2019, the Company acquired the equity interests of TVIP and iPEO, which became wholly-owned subsidiaries of BRP and, accordingly, are no longer VIEs of the Company at March 31, 2020 and December 31, 2019 . The Company has consolidated its VIEs into the consolidated financial statements. Total revenues and expenses of the Company’s consolidated VIEs included in the condensed consolidated statements of comprehensive income were $238,000 and $189,000 , respectively, for the three months ended March 31, 2020 and $4.7 million and $2.7 million , respectively, for the three months ended March 31, 2019 . The revenues and expenses of TVIP and iPEO are included in the revenues and expenses of the Company’s consolidated VIEs for the three months ended March 31, 2019 . The assets of the consolidated VIEs can only be used to settle the obligations of the consolidated VIEs and the creditors of the liabilities of the consolidated VIEs do not have recourse to the Company. The following tables provide a summary of the carrying amounts of the assets and liabilities of the Company’s consolidated VIEs at each of the balance sheet dates: At March 31, 2020 (in thousands) Laureate Smith Saunders Total Assets Cash and cash equivalents $ 13 $ 1 $ — $ 14 Premiums, commissions and fees receivable, net 199 51 83 333 Total current assets 212 52 83 347 Property and equipment, net 28 — — 28 Other assets 5 — — 5 Total assets $ 245 $ 52 $ 83 $ 380 Liabilities Premiums payable to insurance companies $ 177 $ 3 $ 2 $ 182 Producer commissions payable 1 2 16 19 Accrued expenses and other current liabilities 4 32 — 36 Total liabilities $ 182 $ 37 $ 18 $ 237 At December 31, 2019 (in thousands) Laureate Smith Saunders Total Assets Cash and cash equivalents $ 46 $ 1 $ — $ 47 Premiums, commissions and fees receivable, net — 44 31 75 Total current assets 46 45 31 122 Property and equipment, net 31 — — 31 Other assets 5 — 2 7 Total assets $ 82 $ 45 $ 33 $ 160 Liabilities Premiums payable to insurance companies $ 3 $ — $ 3 $ 6 Producer commissions payable 2 5 8 15 Accrued expenses and other current liabilities 4 25 — 29 Total liabilities $ 9 $ 30 $ 11 $ 50 |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides disaggregated commissions and fees revenue by major source: For the Three Months Ended March 31, (in thousands) 2020 2019 Direct bill revenue (1) $ 28,109 $ 19,602 Agency bill revenue (2) 16,429 4,570 Profit-sharing revenue (3) 5,124 4,453 Policy fee and installment fee revenue (4) 3,382 — Consulting and service fee revenue (5) 715 647 Other income (6) 400 565 Total commissions and fees $ 54,159 $ 29,837 __________ (1) Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients, primarily for private risk management, commercial risk management, employee benefits and Medicare insurance types. (2) Agency bill revenue primarily represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients. The Company acts as an agent on behalf of the Client for the term of the insurance policy. (3) Profit-sharing revenue represents bonus-type revenue that is earned by the Company as a sales incentive provided by certain Insurance Company Partners. (4) Policy fee revenue represents revenue earned for acting in the capacity of an MGA on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions. Installment fee revenue represents revenue earned by the Company for providing payment processing services on behalf of the Insurance Company Partner related to policy premiums paid on an installment basis. (5) Service fee revenue is earned by receiving negotiated fees in lieu of a commission and consulting revenue is earned by providing specialty insurance consulting. (6) Other income consists primarily of Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns. The application of ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), requires the use of management judgment. The following are the areas of most significant judgment as it relates to Topic 606: • The Company considers the policyholders as representative of its customers in the majority of contractual relationships, with the exception of contracts in its Medicare operating segment, where the Insurance Company Partner is considered its customer. • Contracts in the Medicare operating segment are multi-year arrangements in which the Company is entitled to renewal commissions. However, the Company has applied a constraint to renewal commission that limits revenue recognized on new policies to the policy year in effect, and revenue recognized on renewed policies to the receipt of periodic cash, when a risk of significant reversals exists based on: (i) insufficient history; and (ii) the influence of external factors outside of the Company’s control, including policyholder discretion over plans and Insurance Company Partner relationship, political influence, and a contractual provision, which limits the Company’s right to receive renewal commissions to ongoing compliance and regulatory approval of the relevant Insurance Company Partner and compliance with the Centers for Medicare and Medicaid Services. • The Company recognizes separately contracted commissions revenue at the effective date of insurance placement and considers any ongoing interaction with the customer to be immaterial in the context of the contract. • Variable consideration includes estimates of direct bill commissions, a reserve for policy cancellations and an estimate of profit-sharing revenue. • Costs to obtain a contract are deferred and recognized over a five -year period, which represents management’s estimate of the average period over which a Client maintains its initial coverage relationship with the original Insurance Company Partner. • Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred. |
Contract Assets and Liabilities
Contract Assets and Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Contract with Customer, Asset and Liability [Abstract] | |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets arise when the Company recognizes revenue for amounts which have not yet been billed and contract liabilities relate to payments received in advance of performance under the contract before the transfer of a good or service to the customer. Contract assets are included in premiums, commissions and fees receivable, net and contract liabilities are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The balances of contract assets and liabilities arising from contracts with customers are as follows: (in thousands) March 31, 2020 December 31, 2019 Contract assets $ 50,764 $ 47,337 Contract liabilities 4,766 5,349 During the three months ended March 31, 2020 , the Company recognized revenue of $3.2 million related to the contract liabilities balance at December 31, 2019 . |
Deferred Commission Expense (No
Deferred Commission Expense (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Commission Expense | Deferred Commission Expense The Company pays an incremental amount of compensation in the form of producer commissions on new business. In accordance with ASC Topic 340, Other Assets and Deferred Costs, these incremental costs are deferred and amortized over five years, which represents management’s estimate of the average benefit period. Deferred commission expense represents employee commissions that are capitalized and not yet expensed. The table below provides a rollforward of deferred commission expense for each of the three months ended March 31, 2020 and 2019 : For the Three Months Ended March 31, (in thousands) 2020 2019 Balance at beginning of period $ 3,621 $ 2,882 Costs capitalized 492 348 Amortization (321 ) (227 ) Balance at end of period $ 3,792 $ 3,003 |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill The Company recognizes certain separately identifiable intangible assets acquired in connection with business combinations and asset acquisitions. Refer to Note 3 for a summary of intangible assets acquired in connection with business combinations during the three months ended March 31, 2020 . Intangible assets consist of the following: March 31, 2020 December 31, 2019 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Purchased customer accounts $ 60,295 $ (10,576 ) $ 49,719 $ 53,987 $ (9,143 ) $ 44,844 Software 31,162 (6,625 ) 24,537 30,590 (5,070 ) 25,520 Distributor relationships 27,600 (550 ) 27,050 13,000 (331 ) 12,669 Carrier relationships 7,859 (429 ) 7,430 7,200 (170 ) 7,030 Trade names 2,884 (356 ) 2,528 2,613 (226 ) 2,387 Totals $ 129,800 $ (18,536 ) $ 111,264 $ 107,390 $ (14,940 ) $ 92,450 Amortization expense recorded for intangible assets was $3.6 million and $876,000 for the three months ended March 31, 2020 and 2019 , respectively. Refer to Note 3 for a summary of goodwill recorded in connection with business combinations during the three months ended March 31, 2020 . The changes in carrying value of goodwill by Operating Group for the period are as follows: (in thousands) Middle Market Specialty MainStreet Medicare Total Balance at December 31, 2019 $ 52,932 $ 60,115 $ 38,892 $ 12,531 $ 164,470 Goodwill of acquired businesses 23,739 4,228 — 5,094 33,061 Balance at March 31, 2020 $ 76,671 $ 64,343 $ 38,892 $ 17,625 $ 197,531 |
Long-term Debt (Notes)
Long-term Debt (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt The Company has a syndicated credit agreement with JPMorgan as successor agent and lead arranger (the “JPMorgan Credit Agreement”), which has a maturity date of September 23, 2024 . At December 31, 2019 , the JPMorgan Credit Agreement provided for an aggregate borrowing capacity of $225.0 million under a revolving credit commitment (the “Revolving Credit Commitment”), of which no more than $65.0 million of the aggregate borrowing capacity is available for working capital purposes and the entirety of which is available to fund acquisitions. On March 12, 2020 , the Company entered into the Incremental Facility Amendment No. 1 to the JP Morgan Credit Agreement to increase the aggregate borrowing capacity to $300.0 million and drew $20.0 million on the Revolving Credit Commitment to utilize for working capital purposes. The Company capitalized debt issuance costs related to the amendment of $230,000 during the three months ended March 31, 2020 . At March 31, 2020 and December 31, 2019 , the variable rate in effect for the JPMorgan Credit Agreement was the London Interbank Offered Rate due to a repricing option. The applicable interest rate on the Revolving Credit Commitment was 3.00% and 3.81% at March 31, 2020 and December 31, 2019 , respectively. The JPMorgan Credit Agreement requires the Company to meet certain financial covenants and comply with customary affirmative and negative covenants as listed in the underlying agreement. The Company was in compliance with these covenants at March 31, 2020 . |
Related Party Transactions (Not
Related Party Transactions (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Commission Revenue The Company serves as a broker for Holding Company of the Villages, Inc. (“Villages”), a related party entity. Commission revenue recorded as a result of these transactions was $269,000 and $310,000 for the three months ended March 31, 2020 and 2019 , respectively. Rent Expense The Company has various agreements to lease office space from wholly-owned subsidiaries of Villages. Total rent expense incurred with respect to Villages and its wholly-owned subsidiaries was $133,000 and $124,000 for the three months ended March 31, 2020 and 2019 , respectively. The Company has various agreements to lease office space from other related parties. Total rent expense incurred with respect to related parties other than Villages was $248,000 and $149,000 for the three months ended March 31, 2020 and 2019 , respectively. |
Share-Based Compensation (Notes
Share-Based Compensation (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation During the three months ended March 31, 2020 , the Company granted an aggregate of 2,298 shares of restricted stock under the BRP Group, Inc. Omnibus Incentive Plan (the “Omnibus Plan”) to its non-employee directors. These shares of restricted stock vested immediately upon issuance. In addition, the Company granted an aggregate of 7,021 shares of restricted stock under the Omnibus Plan to Colleagues who onboarded in connection with our Partnerships. These shares of restricted stock cliff vest after four years . The Company recognizes share-based compensation expense for the Omnibus Plan net of actual forfeitures. The Company recorded share-based compensation expense of $645,000 in connection with the Omnibus Plan and Management Incentive Units for the three months ended March 31, 2020 , which is included in commissions, employee compensation and benefits expense in the condensed consolidated statements of comprehensive income. |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income attributable to BRP Group, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed giving effect to all potentially dilutive shares of Class B common stock. The shares of Class B common stock do not share in the earnings or losses attributable to BRP Group, and therefore, are not participating securities. Accordingly, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included. The 43,544,362 shares of Class B common stock have been excluded in computing diluted net earnings per share because including them on an “if-converted” basis would have an anti-dilutive effect. The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and earnings per share for the three months ended March 31, 2020 . (in thousands, except per share data) For the Three Months Ended March 31, 2020 Basic earnings per share: Net income attributable to BRP Group, Inc. $ 1,468 Shares used for basic earnings per share: Weighted-average shares of Class A common stock outstanding - basic 19,482 Basic earnings per share $ 0.08 Diluted earnings per share: Net income attributable to BRP Group, Inc. $ 1,468 Shares used for diluted earnings per share: Weighted-average shares of Class A common stock outstanding 19,482 Dilutive effect of unvested restricted shares of Class A common stock 334 Weighted-average shares of Class A common stock outstanding - diluted 19,816 Diluted earnings per share $ 0.07 |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Topic 820 established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. An asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis Methodologies used for assets and liabilities measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019 are based on limited unobservable inputs. These methods may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: (in thousands) March 31, 2020 December 31, 2019 Level 3 Contingently returnable consideration $ 258 $ 70 Level 3 Assets $ 258 $ 70 Contingent earnout liabilities $ 53,855 $ 48,769 Level 3 Liabilities $ 53,855 $ 48,769 The Company’s contingently returnable consideration at March 31, 2020 and December 31, 2019 represents a contingent right of return from a Partner to reimburse the Company for a portion of the purchase price as part of the Partnership transaction. The fair value of the contingently returnable consideration is based on sales projections for the acquired entity, which are reassessed each reporting period. Based on the Company’s ongoing assessment of the fair value of contingently returnable consideration, the Company recorded a net increase in the estimated fair value of such asset of $188,000 for the three months ended March 31, 2020 . The Company has assessed the maximum refund relating to the contingently returnable consideration to be $1.3 million at March 31, 2020 . The fair value of contingent earnout liabilities is based on sales projections for the acquired entities, which are reassessed each reporting period. Based on the Company’s ongoing assessment of the fair value of contingent earnout liability, the Company recorded a net increase in the estimated fair value of such liabilities of $1.8 million for the three months ended March 31, 2020 . The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be $119.3 million at March 31, 2020 . The Company measures contingently returnable consideration and contingent earnout liabilities at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are sales projections over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower asset or liability with a higher asset capped by the contractual maximum of the contingently returnable consideration and a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the asset and liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations, or as a reduction of the cost of the assets acquired for asset acquisitions. Refer to Note 3 for additional information regarding contingently returnable consideration and contingent earnout consideration recorded in connection with business acquisitions. The fair value of the contingent earnout liabilities is based on the present value of the expected future payments to be made to Partners in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the Partner’s future performance using financial projections developed by management for the Partner and market participant assumptions that were derived for revenue growth or profitability. Revenue and EBITDA growth rates generally ranged from 8% to 20% . The Company estimates future payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the Partner to achieve the targets. These discount rates generally ranged from 7.75% to 18.75% . Changes in financial projections, market participant assumptions for revenue growth and profitability, or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The following table sets forth a summary of the changes in the fair value of the Company’s contingently returnable consideration and contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Three Months Ended March 31, 2020 2019 (in thousands) Contingently Returnable Consideration Contingent Earnout Liabilities Contingent Earnout Liabilities Balance at beginning of period $ 70 $ 48,769 $ 9,249 Fair value of contingent consideration recorded in connection with business combinations — 3,237 — Change in fair value of contingent consideration 188 1,849 (2,786 ) Balance at end of period $ 258 $ 53,855 $ 6,463 The change in fair value of contingent consideration during the three months ended March 31, 2020 and 2019 related entirely to assets and liabilities that were held at the end of the respective periods. Fair Value of Other Financial Instruments The fair value of the Revolving Credit Commitment is classified as Level 2 within the fair value hierarchy. Fair value is based on an estimate using a discounted cash flow analysis based on current borrowing rates for similar types of borrowing arrangements. The fair value of the Revolving Credit Commitment was approximately $58.9 million at March 31, 2020 compared to a carrying value of $60.4 million . The carrying amount of the Revolving Credit Commitment of $40.4 million approximated fair value at December 31, 2019 as a result of the JPMorgan Credit Agreement having been amended and restated at market terms on December 19, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. |
Segment Reporting (Notes)
Segment Reporting (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Information BRP Group’s business is divided into four Operating Groups: Middle Market, Specialty, MainStreet, and Medicare. • Middle Market provides private risk management, commercial risk management and employee benefits solutions for mid-to-large size businesses and high net worth individuals and families. • Specialty represents a wholesale co-brokerage platform that delivers specialty insurers, professionals, individuals and niche industry businesses expanded access to exclusive specialty markets, capabilities and programs requiring complex underwriting and placement. Specialty also represents a leading technology platform, MGA of the Future, which is a national renter’s insurance product distributed via sub-agent partners and property management software providers, which has expanded distribution capabilities for new products through our wholesale and retail networks. • MainStreet offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities. • Medicare offers consultation for government assistance programs and solutions, including traditional Medicare and Medicare Advantage, to seniors and Medicare-eligible individuals through a network of agents. In the Middle Market, MainStreet, and Specialty Operating Groups, the Company generates commissions and fees from insurance placement under both agency bill and direct bill arrangements. In addition, the Company generates profit sharing income in each of those segments based on either the underlying book of business or performance, such as loss ratios. In the Middle Market Operating Group only, the Company generates fees from service fee and consulting arrangements. Service fee arrangements are in place with certain customers in lieu of commission arrangements. In the Medicare Operating Group, the Company generates commissions and fees in the form of direct bill insurance placement and marketing income. Marketing income is earned through co-branded marketing campaigns with the Company’s Insurance Company Partners. The Company’s chief operating decision maker, the chief executive officer, uses net income before interest, taxes, depreciation, amortization, and one-time transactional-related expenses or non-recurring items to manage resources and make decisions about the business. There are no intersegment net sales that occurred during the reporting periods. Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The “Corporate and Other” column includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Service center expenses and other overhead are allocated to the Company’s Operating Groups based on either revenue or headcount as applicable to each expense. For the Three Months Ended March 31, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees $ 22,032 $ 17,416 $ 8,308 $ 6,403 $ — $ 54,159 Net income (loss) 8,189 (1,689 ) 1,244 2,614 (5,651 ) 4,707 For the Three Months Ended March 31, 2019 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees $ 16,539 $ 2,831 $ 6,531 $ 3,936 $ — $ 29,837 Net income (loss) 7,900 167 2,269 1,840 (2,434 ) 9,742 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Total assets at March 31, 2020 $ 152,133 $ 170,922 $ 59,991 $ 33,927 $ 33,277 $ 450,250 Total assets at December 31, 2019 105,353 154,983 60,253 17,533 60,646 398,768 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Business Partnerships Effective April 1, 2020, the Company purchased certain assets and intellectual and intangible rights and assumed certain liabilities of Insurance Risk Partners, LLC (“IRP”) and its principals for consideration consisting of $26.6 million of cash and 814,640 LLC Units (and the corresponding 814,640 shares of Class B common stock). IRP will also have the opportunity to receive additional contingent earnout consideration in cash and Class A common stock. The IRP Partnership was made to expand the Company’s capabilities within the energy and infrastructure business. The Company has not yet completed its evaluation and determination of consideration paid, certain assets and liabilities acquired, or treatment of this transaction as either a business combination or asset acquisition in accordance with Topic 805. Effective May 1, 2020, the Company purchased certain assets and intellectual and intangible rights and assumed certain liabilities of Pendulum, LLC. The Partnership was made to expand the Company's specialty risk consulting capabilities in the long-term care and senior living markets. The Company has not yet completed its evaluation and determination of consideration paid, certain assets and liabilities acquired, or treatment of this transaction as either a business combination or asset acquisition in accordance with Topic 805. Effective May 1, 2020, the Company purchased certain assets and intellectual and intangible rights and assumed certain liabilities of Southern Protective Group, LLC. The Partnership was made to expand the Company's risk consulting capabilities in the medical malpractice market. The Company has not yet completed its evaluation and determination of consideration paid, certain assets and liabilities acquired, or treatment of this transaction as either a business combination or asset acquisition in accordance with Topic 805. Other Events In April 2020, the Company granted an aggregate of 172,470 shares of restricted stock under the Omnibus Plan to its non-employee directors, executives and other qualifying Colleagues. On April 1, 2020, the Company borrowed an additional $24.5 million on the Revolving Credit Commitment to fund the IRP Partnership. On April 28, 2020 , the Company converted $10.0 million of its borrowings previously drawn on the Revolving Credit Commitment for working capital purposes to utilize such proceeds for funding Partnerships that closed on May 1, 2020. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of BRP, BRP Group operates and controls all the business and affairs of BRP, and has the sole voting interest in, and controls the management of, BRP. Accordingly, BRP Group began consolidating BRP in its consolidated financial statements as of the closing date of the Initial Public Offering, resulting in a noncontrolling interest related to the LLC Units held by BRP’s LLC members (the “LLC Units”) on its consolidated financial statements. BRP and BRP Group have been under the common control of the Company’s Chairman, Lowry Baldwin, before and after the reorganization transactions undertaken in connection with the Initial Public Offering (the “Reorganization Transactions”). Prior to the Reorganization Transactions, Mr. Baldwin held a controlling interest in Baldwin Investment Group Holdings, LLC (“BIGH”), which was the controlling owner of BRP through its majority ownership of BRP’s common units. In addition, Mr. Baldwin was the sole shareholder of BRP Group. Upon reorganization, BRP Group became the sole managing member of BRP. Holders of the Class B common stock hold a majority of the voting power of BRP Group and stockholders of a majority of the Class B common stock, including BIGH, executed a Voting Agreement in which they agreed to vote in the same manner as Mr. Baldwin. As a result, Mr. Baldwin continues to control BRP Group subsequent to the Initial Public Offering and Reorganization Transactions. Accordingly, we have accounted for the Reorganization Transactions as a transaction between entities under common control in accordance with Accounting Standards Codification (“ASC”) Topic 805-50, Business Combinations - Related Issues , under which the financial information of BRP Group has been combined with that of BRP as of the earliest period presented. The Company has prepared these consolidated financial statements in accordance with ASC Topic 810, Consolidation (“Topic 810”). Topic 810 requires that if an enterprise is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity should be included in the consolidated financial statements of the enterprise. The Company has recognized certain entities as variable interest entities of which the Company is the primary beneficiary and has included the accounts of these entities in the consolidated financial statements. Refer to Note 4 for additional information regarding the Company’s variable interest entities. Topic 810 also requires that the equity of a noncontrolling interest shall be reported on the condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition, including determination of allowances for estimated policy cancellations, business combinations and purchase price allocation, impairment of long-lived assets including goodwill, and valuation of the Tax Receivable Agreement liability and share-based compensation. |
Changes in Presentation | Certain prior year amounts have been reclassified to conform to current year presentation. |
Recent Accounting Pronouncements | As an emerging growth company, the Jumpstart Our Business Startups (“JOBS”) Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to use this extended transition period and adopt certain new accounting standards on the private company timeline, which means that the Company’s financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis. The Company has elected the extended transition period for the adoption of the Accounting Standards Updates (“ASUs”) below, except those where early adoption was both permitted and elected. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases . ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements, which improves upon the guidance issued in ASU 2016-02. This guidance is effective for the fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is currently evaluating the full effect that the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements (“ASU 2016-13”), which amends the guidance for recognizing credit losses on financial instruments measured at amortized cost. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The FASB has subsequently issued several additional ASUs related to credit losses, which improved upon, and provided transition relief for, the guidance issued in ASU 2016-13 and extended the adoption date for nonpublic business entities. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the full effect that the adoption of this standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) (“Topic 820”): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which modifies the disclosure requirements related to fair value measurement, by removing certain disclosure requirements related to the fair value hierarchy, modifying existing disclosure requirements related to measurement uncertainty and adding new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The Company adopted the guidance in ASU 2018-13 effective January 1, 2020, which impacted the presentation of the fair value measurements disclosure in Note 13 , but did not otherwise impact the Company’s consolidated financial statements. |
Concentrations | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company manages this risk using high creditworthy financial institutions. Interest-bearing accounts and noninterest-bearing accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 . Deposits exceed amounts insured by the FDIC. The Company has not experienced any losses from its deposits. One Insurance Company Partner accounted for approximately 10% of the Company’s total core commissions during the three months ended March 31, 2020 . |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the three months ended March 31, 2020 . Due to the complexity of valuing the consideration paid and the purchase price allocation and the timing of these activities, certain amounts included in the condensed consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Any measurement period adjustments related to prior period business combinations have been reflected as current period adjustments for the three months ended March 31, 2020 in accordance with Topic 805. (in thousands) Lanier Highland AgencyRM VibrantUSA Totals Cash consideration paid $ 24,450 $ 6,603 $ 7,061 $ 6,158 $ 44,272 Fair value of contingent earnout consideration 1,628 788 679 142 3,237 Fair value of noncontrolling interest 6,119 4,500 1,558 — 12,177 Total consideration $ 32,197 $ 11,891 $ 9,298 $ 6,300 $ 59,686 Cash $ 2,413 $ 1,542 $ 573 $ 439 $ 4,967 Premiums, commissions and fees receivable 2,494 5,977 1,002 317 9,790 Property and equipment 294 — — — 294 Other assets 168 13 4 12 197 Intangible assets Purchased customer accounts 6,308 — — — 6,308 Distributor relationships — 6,500 4,300 3,800 14,600 Carrier relationships — 659 — — 659 Software — — 565 — 565 Trade names — 214 25 32 271 Goodwill 23,739 4,228 3,369 1,725 33,061 Total assets acquired 35,416 19,133 9,838 6,325 70,712 Premiums and producer commissions payable (2,954 ) (6,374 ) (540 ) (14 ) (9,882 ) Accrued expenses and other current liabilities (265 ) (868 ) — (11 ) (1,144 ) Total liabilities acquired (3,219 ) (7,242 ) (540 ) (25 ) (11,026 ) Net assets acquired $ 32,197 $ 11,891 $ 9,298 $ 6,300 $ 59,686 Maximum potential contingent earnout consideration $ 11,000 $ 2,450 $ 3,000 $ 378 $ 16,828 |
Schedule of Weighted-Average Useful Lives of Intangible Assets Acquired in Business Combinations | The intangible assets acquired in connection with business combinations during the three months ended March 31, 2020 have the following estimated weighted-average lives: Weighted-Average Life Purchased customer accounts 15.0 years Distributor relationships 20.0 years Carrier relationships 0.8 years Software 2.0 years Trade names 4.2 years |
Schedule of Future Amortization Expense for Intangible Assets Acquired in Business Combinations | Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the three months ended March 31, 2020 is as follows: (in thousands) Amount For the remainder of 2020 $ 3,883 2021 3,227 2022 2,486 2023 1,956 2024 1,433 |
Schedule of Pro Forma Information | The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Lanier, Highland, AgencyRM and VibrantUSA occurred on January 1, 2019 . This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Three Months Ended March 31, (in thousands, except per share data) 2020 2019 Pro forma results: Revenues $ 56,550 $ 41,750 Net income 5,917 12,194 Net income attributable to BRP Group, Inc. 1,853 Basic earnings per share $ 0.09 Diluted earnings per share $ 0.09 Weighted-average shares of Class A common stock outstanding - basic 19,523 Weighted-average shares of Class A common stock outstanding - diluted 19,860 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following tables provide a summary of the carrying amounts of the assets and liabilities of the Company’s consolidated VIEs at each of the balance sheet dates: At March 31, 2020 (in thousands) Laureate Smith Saunders Total Assets Cash and cash equivalents $ 13 $ 1 $ — $ 14 Premiums, commissions and fees receivable, net 199 51 83 333 Total current assets 212 52 83 347 Property and equipment, net 28 — — 28 Other assets 5 — — 5 Total assets $ 245 $ 52 $ 83 $ 380 Liabilities Premiums payable to insurance companies $ 177 $ 3 $ 2 $ 182 Producer commissions payable 1 2 16 19 Accrued expenses and other current liabilities 4 32 — 36 Total liabilities $ 182 $ 37 $ 18 $ 237 At December 31, 2019 (in thousands) Laureate Smith Saunders Total Assets Cash and cash equivalents $ 46 $ 1 $ — $ 47 Premiums, commissions and fees receivable, net — 44 31 75 Total current assets 46 45 31 122 Property and equipment, net 31 — — 31 Other assets 5 — 2 7 Total assets $ 82 $ 45 $ 33 $ 160 Liabilities Premiums payable to insurance companies $ 3 $ — $ 3 $ 6 Producer commissions payable 2 5 8 15 Accrued expenses and other current liabilities 4 25 — 29 Total liabilities $ 9 $ 30 $ 11 $ 50 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table provides disaggregated commissions and fees revenue by major source: For the Three Months Ended March 31, (in thousands) 2020 2019 Direct bill revenue (1) $ 28,109 $ 19,602 Agency bill revenue (2) 16,429 4,570 Profit-sharing revenue (3) 5,124 4,453 Policy fee and installment fee revenue (4) 3,382 — Consulting and service fee revenue (5) 715 647 Other income (6) 400 565 Total commissions and fees $ 54,159 $ 29,837 __________ (1) Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients, primarily for private risk management, commercial risk management, employee benefits and Medicare insurance types. (2) Agency bill revenue primarily represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients. The Company acts as an agent on behalf of the Client for the term of the insurance policy. (3) Profit-sharing revenue represents bonus-type revenue that is earned by the Company as a sales incentive provided by certain Insurance Company Partners. (4) Policy fee revenue represents revenue earned for acting in the capacity of an MGA on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions. Installment fee revenue represents revenue earned by the Company for providing payment processing services on behalf of the Insurance Company Partner related to policy premiums paid on an installment basis. (5) Service fee revenue is earned by receiving negotiated fees in lieu of a commission and consulting revenue is earned by providing specialty insurance consulting. (6) Other income consists primarily of Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns. |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Contract with Customer, Asset and Liability [Abstract] | |
Schedule of Contract Assets and Liabilities | The balances of contract assets and liabilities arising from contracts with customers are as follows: (in thousands) March 31, 2020 December 31, 2019 Contract assets $ 50,764 $ 47,337 Contract liabilities 4,766 5,349 |
Deferred Commission Expense (Ta
Deferred Commission Expense (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Commission Expense | The table below provides a rollforward of deferred commission expense for each of the three months ended March 31, 2020 and 2019 : For the Three Months Ended March 31, (in thousands) 2020 2019 Balance at beginning of period $ 3,621 $ 2,882 Costs capitalized 492 348 Amortization (321 ) (227 ) Balance at end of period $ 3,792 $ 3,003 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: March 31, 2020 December 31, 2019 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Purchased customer accounts $ 60,295 $ (10,576 ) $ 49,719 $ 53,987 $ (9,143 ) $ 44,844 Software 31,162 (6,625 ) 24,537 30,590 (5,070 ) 25,520 Distributor relationships 27,600 (550 ) 27,050 13,000 (331 ) 12,669 Carrier relationships 7,859 (429 ) 7,430 7,200 (170 ) 7,030 Trade names 2,884 (356 ) 2,528 2,613 (226 ) 2,387 Totals $ 129,800 $ (18,536 ) $ 111,264 $ 107,390 $ (14,940 ) $ 92,450 |
Schedule of Goodwill | The changes in carrying value of goodwill by Operating Group for the period are as follows: (in thousands) Middle Market Specialty MainStreet Medicare Total Balance at December 31, 2019 $ 52,932 $ 60,115 $ 38,892 $ 12,531 $ 164,470 Goodwill of acquired businesses 23,739 4,228 — 5,094 33,061 Balance at March 31, 2020 $ 76,671 $ 64,343 $ 38,892 $ 17,625 $ 197,531 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and earnings per share for the three months ended March 31, 2020 . (in thousands, except per share data) For the Three Months Ended March 31, 2020 Basic earnings per share: Net income attributable to BRP Group, Inc. $ 1,468 Shares used for basic earnings per share: Weighted-average shares of Class A common stock outstanding - basic 19,482 Basic earnings per share $ 0.08 Diluted earnings per share: Net income attributable to BRP Group, Inc. $ 1,468 Shares used for diluted earnings per share: Weighted-average shares of Class A common stock outstanding 19,482 Dilutive effect of unvested restricted shares of Class A common stock 334 Weighted-average shares of Class A common stock outstanding - diluted 19,816 Diluted earnings per share $ 0.07 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value by Balance Sheet Grouping | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: (in thousands) March 31, 2020 December 31, 2019 Level 3 Contingently returnable consideration $ 258 $ 70 Level 3 Assets $ 258 $ 70 Contingent earnout liabilities $ 53,855 $ 48,769 Level 3 Liabilities $ 53,855 $ 48,769 |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth a summary of the changes in the fair value of the Company’s contingently returnable consideration and contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Three Months Ended March 31, 2020 2019 (in thousands) Contingently Returnable Consideration Contingent Earnout Liabilities Contingent Earnout Liabilities Balance at beginning of period $ 70 $ 48,769 $ 9,249 Fair value of contingent consideration recorded in connection with business combinations — 3,237 — Change in fair value of contingent consideration 188 1,849 (2,786 ) Balance at end of period $ 258 $ 53,855 $ 6,463 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Summarized Financial Information by Operating Group | Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The “Corporate and Other” column includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Service center expenses and other overhead are allocated to the Company’s Operating Groups based on either revenue or headcount as applicable to each expense. For the Three Months Ended March 31, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees $ 22,032 $ 17,416 $ 8,308 $ 6,403 $ — $ 54,159 Net income (loss) 8,189 (1,689 ) 1,244 2,614 (5,651 ) 4,707 For the Three Months Ended March 31, 2019 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees $ 16,539 $ 2,831 $ 6,531 $ 3,936 $ — $ 29,837 Net income (loss) 7,900 167 2,269 1,840 (2,434 ) 9,742 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Total assets at March 31, 2020 $ 152,133 $ 170,922 $ 59,991 $ 33,927 $ 33,277 $ 450,250 Total assets at December 31, 2019 105,353 154,983 60,253 17,533 60,646 398,768 |
Business and Basis of Present_2
Business and Basis of Presentation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Date of incorporation or formation | Jul. 1, 2019 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Concentration Risk [Line Items] | |
Cash, FDIC Insured Amount | $ 250,000 |
Customer One | Customer Concentration Risk | |
Concentration Risk [Line Items] | |
Concentration percentage | 10.00% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Number of Businesses Acquired | 4 |
Business combinations aggregate purchase price | $ 59,686 |
Goodwill, amortization period | 15 years |
Total revenues recognized from business combinations | $ 7,700 |
Net income recognized from business combinations | 1,500 |
Acquisition related costs incurred | 456 |
Lanier | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 32,197 |
Effective date of acquisition | Jan. 1, 2020 |
Highland | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 11,891 |
Effective date of acquisition | Jan. 1, 2020 |
AgencyRM | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 9,298 |
Effective date of acquisition | Feb. 1, 2020 |
VibrantUSA | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 6,300 |
Effective date of acquisition | Feb. 1, 2020 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Feb. 01, 2020 | Jan. 01, 2020 | |
Business Combination, Consideration Transferred [Abstract] | ||||
Cash consideration paid | $ 44,272 | |||
Fair value of contingent earnout consideration | 3,237 | $ 0 | ||
Fair value of noncontrolling interest | 12,177 | $ 1,000 | ||
Total consideration | 59,686 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash | 4,967 | |||
Premiums, commissions and fees receivable | 9,790 | |||
Property and equipment | 294 | |||
Other assets | 197 | |||
Goodwill | 33,061 | |||
Total assets acquired | 70,712 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Premiums and producer commissions payable | (9,882) | |||
Accrued expenses and other current liabilities | (1,144) | |||
Total liabilities acquired | (11,026) | |||
Net assets acquired | 59,686 | |||
Maximum potential contingent earnout consideration | 16,828 | |||
Lanier | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Cash consideration paid | 24,450 | |||
Fair value of contingent earnout consideration | 1,628 | |||
Fair value of noncontrolling interest | 6,119 | |||
Total consideration | 32,197 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash | $ 2,413 | |||
Premiums, commissions and fees receivable | 2,494 | |||
Property and equipment | 294 | |||
Other assets | 168 | |||
Goodwill | 23,739 | |||
Total assets acquired | 35,416 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Premiums and producer commissions payable | (2,954) | |||
Accrued expenses and other current liabilities | (265) | |||
Total liabilities acquired | (3,219) | |||
Net assets acquired | 32,197 | |||
Maximum potential contingent earnout consideration | 11,000 | |||
Highland | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Cash consideration paid | 6,603 | |||
Fair value of contingent earnout consideration | 788 | |||
Fair value of noncontrolling interest | 4,500 | |||
Total consideration | 11,891 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash | 1,542 | |||
Premiums, commissions and fees receivable | 5,977 | |||
Property and equipment | 0 | |||
Other assets | 13 | |||
Goodwill | 4,228 | |||
Total assets acquired | 19,133 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Premiums and producer commissions payable | (6,374) | |||
Accrued expenses and other current liabilities | (868) | |||
Total liabilities acquired | (7,242) | |||
Net assets acquired | 11,891 | |||
Maximum potential contingent earnout consideration | 2,450 | |||
AgencyRM | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Cash consideration paid | 7,061 | |||
Fair value of contingent earnout consideration | 679 | |||
Fair value of noncontrolling interest | 1,558 | |||
Total consideration | 9,298 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash | $ 573 | |||
Premiums, commissions and fees receivable | 1,002 | |||
Property and equipment | 0 | |||
Other assets | 4 | |||
Goodwill | 3,369 | |||
Total assets acquired | 9,838 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Premiums and producer commissions payable | (540) | |||
Accrued expenses and other current liabilities | 0 | |||
Total liabilities acquired | (540) | |||
Net assets acquired | 9,298 | |||
Maximum potential contingent earnout consideration | 3,000 | |||
VibrantUSA | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Cash consideration paid | 6,158 | |||
Fair value of contingent earnout consideration | 142 | |||
Fair value of noncontrolling interest | 0 | |||
Total consideration | 6,300 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Cash | 439 | |||
Premiums, commissions and fees receivable | 317 | |||
Property and equipment | 0 | |||
Other assets | 12 | |||
Goodwill | 1,725 | |||
Total assets acquired | 6,325 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||||
Premiums and producer commissions payable | (14) | |||
Accrued expenses and other current liabilities | (11) | |||
Total liabilities acquired | (25) | |||
Net assets acquired | 6,300 | |||
Maximum potential contingent earnout consideration | 378 | |||
Purchased customer accounts | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 6,308 | |||
Purchased customer accounts | Lanier | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 6,308 | |||
Purchased customer accounts | Highland | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Purchased customer accounts | AgencyRM | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Purchased customer accounts | VibrantUSA | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Distributor relationships | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 14,600 | |||
Distributor relationships | Lanier | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Distributor relationships | Highland | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 6,500 | |||
Distributor relationships | AgencyRM | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 4,300 | |||
Distributor relationships | VibrantUSA | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 3,800 | |||
Carrier relationships | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 659 | |||
Carrier relationships | Lanier | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Carrier relationships | Highland | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 659 | |||
Carrier relationships | AgencyRM | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Carrier relationships | VibrantUSA | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Software | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 565 | |||
Software | Lanier | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Software | Highland | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Software | AgencyRM | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 565 | |||
Software | VibrantUSA | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Trade names | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | $ 271 | |||
Trade names | Lanier | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 0 | |||
Trade names | Highland | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | $ 214 | |||
Trade names | AgencyRM | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | 25 | |||
Trade names | VibrantUSA | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||
Intangible assets | $ 32 |
Business Combinations - Sched_2
Business Combinations - Schedule of Weighted-Average Lives of Intangible Assets Acquired in Business Combinations (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Purchased customer accounts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Life | 15 years |
Distributor relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Life | 20 years |
Carrier relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Life | 9 months |
Computer Software, Intangible Asset [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Life | 2 years |
Trade names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Life | 4 years 2 months 12 days |
Business Combinations - Sched_3
Business Combinations - Schedule of Future Amortization of Intangible Assets Acquired in Business Combinations (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Business Combinations [Abstract] | |
For the remainder of 2020 | $ 3,883 |
2021 | 3,227 |
2022 | 2,486 |
2023 | 1,956 |
2024 | $ 1,433 |
Business Combinations - Sched_4
Business Combinations - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $ 56,550 | $ 41,750 |
Net income | 5,917 | $ 12,194 |
Net income attributable to BRP Group, Inc. | $ 1,853 | |
Basic earnings per share | $ 0.09 | |
Diluted earnings per share | $ 0.09 | |
Weighted-average shares of Class A common stock outstanding - basic | 19,523 | |
Weighted-average shares of Class A common stock outstanding - diluted | 19,860 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Variable Interest Entity [Line Items] | ||
Net income (loss) | $ 4,707 | $ 9,742 |
Variable Interest Entity, Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Revenues | 238 | 4,700 |
Net income (loss) | $ 189 | $ 2,700 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 52,125 | $ 67,689 |
Premiums, commissions and fees receivable, net | 71,637 | 58,793 |
Total current assets | 130,923 | 132,926 |
Property and equipment, net | 4,027 | 3,322 |
Other assets | 6,505 | 5,600 |
Total assets | 450,250 | 398,768 |
Liabilities | ||
Premiums payable to insurance companies | 58,390 | 50,541 |
Producer commissions payable | 9,681 | 7,470 |
Accrued expenses and other current liabilities | 11,094 | 12,334 |
Liabilities | 195,406 | 161,494 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets | ||
Cash and cash equivalents | 14 | 47 |
Premiums, commissions and fees receivable, net | 333 | 75 |
Total current assets | 347 | 122 |
Property and equipment, net | 28 | 31 |
Other assets | 5 | 7 |
Total assets | 380 | 160 |
Liabilities | ||
Premiums payable to insurance companies | 182 | 6 |
Producer commissions payable | 19 | 15 |
Accrued expenses and other current liabilities | 36 | 29 |
Liabilities | 237 | 50 |
Variable Interest Entity, Primary Beneficiary | Laureate | ||
Current Assets | ||
Cash and cash equivalents | 13 | 46 |
Premiums, commissions and fees receivable, net | 199 | 0 |
Total current assets | 212 | 46 |
Property and equipment, net | 28 | 31 |
Other assets | 5 | 5 |
Total assets | 245 | 82 |
Liabilities | ||
Premiums payable to insurance companies | 177 | 3 |
Producer commissions payable | 1 | 2 |
Accrued expenses and other current liabilities | 4 | 4 |
Liabilities | 182 | 9 |
Variable Interest Entity, Primary Beneficiary | Smith | ||
Current Assets | ||
Cash and cash equivalents | 1 | 1 |
Premiums, commissions and fees receivable, net | 51 | 44 |
Total current assets | 52 | 45 |
Property and equipment, net | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 52 | 45 |
Liabilities | ||
Premiums payable to insurance companies | 3 | 0 |
Producer commissions payable | 2 | 5 |
Accrued expenses and other current liabilities | 32 | 25 |
Liabilities | 37 | 30 |
Variable Interest Entity, Primary Beneficiary | Saunders | ||
Current Assets | ||
Cash and cash equivalents | 0 | 0 |
Premiums, commissions and fees receivable, net | 83 | 31 |
Total current assets | 83 | 31 |
Property and equipment, net | 0 | 0 |
Other assets | 0 | 2 |
Total assets | 83 | 33 |
Liabilities | ||
Premiums payable to insurance companies | 2 | 3 |
Producer commissions payable | 16 | 8 |
Accrued expenses and other current liabilities | 0 | 0 |
Liabilities | $ 18 | $ 11 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total commissions and fees | $ 54,159 | $ 29,837 |
Capitalized contract cost, amortization period | 5 years | |
Direct Bill Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | $ 28,109 | 19,602 |
Agency Bill Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 16,429 | 4,570 |
Profit Sharing Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 5,124 | 4,453 |
Policy Fee and Installment Fee Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 3,382 | 0 |
Consulting and Service Fee Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 715 | 647 |
Other Income | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | $ 400 | $ 565 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Contract with Customer, Asset and Liability [Abstract] | ||
Contract assets | $ 50,764 | $ 47,337 |
Contract liabilities | $ 4,766 | $ 5,349 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Contract with Customer, Asset and Liability [Abstract] | |
Revenue recognized related to contract liabilities | $ 3.2 |
Schedule of Deferred Commission
Schedule of Deferred Commission Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Schedule of Deferred Commission Expense [Roll Forward] | ||
Balance at beginning of period | $ 3,621 | $ 2,882 |
Costs capitalized | 492 | 348 |
Amortization | (321) | (227) |
Balance at end of period | $ 3,792 | $ 3,003 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 129,800 | $ 107,390 |
Accumulated Amortization | (18,536) | (14,940) |
Net Carrying Value | 111,264 | 92,450 |
Purchased customer accounts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 60,295 | 53,987 |
Accumulated Amortization | (10,576) | (9,143) |
Net Carrying Value | 49,719 | 44,844 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 31,162 | 30,590 |
Accumulated Amortization | (6,625) | (5,070) |
Net Carrying Value | 24,537 | 25,520 |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 27,600 | 13,000 |
Accumulated Amortization | (550) | (331) |
Net Carrying Value | 27,050 | 12,669 |
Carrier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,859 | 7,200 |
Accumulated Amortization | (429) | (170) |
Net Carrying Value | 7,430 | 7,030 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,884 | 2,613 |
Accumulated Amortization | (356) | (226) |
Net Carrying Value | $ 2,528 | $ 2,387 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization for intangible assets | $ 3,596 | $ 876 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | $ 164,470 |
Goodwill of acquired businesses | 33,061 |
Balance at March 31, 2020 | 197,531 |
Middle Market | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | 52,932 |
Goodwill of acquired businesses | 23,739 |
Balance at March 31, 2020 | 76,671 |
Specialty | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | 60,115 |
Goodwill of acquired businesses | 4,228 |
Balance at March 31, 2020 | 64,343 |
MainStreet | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | 38,892 |
Goodwill of acquired businesses | 0 |
Balance at March 31, 2020 | 38,892 |
Medicare | |
Goodwill [Roll Forward] | |
Balance at December 31, 2019 | 12,531 |
Goodwill of acquired businesses | 5,094 |
Balance at March 31, 2020 | $ 17,625 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Thousands | Mar. 12, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Borrowings on revolving line of credit | $ 20,000 | $ 29,304 | ||
Debt issuance costs capitalized | $ 230 | $ 15 | ||
JPMorgan Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Maturity date | Sep. 23, 2024 | |||
Maximum borrowing amount | $ 300,000 | $ 225,000 | ||
Amount available for working capital purposes | $ 65,000 | |||
Borrowings on revolving line of credit | $ 20,000 | |||
Debt issuance costs capitalized | $ 230 | |||
Interest rate | 3.00% | 3.81% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Villages Broker Commissions | ||
Related Party Transaction [Line Items] | ||
Related party commissions revenue | $ 269 | $ 310 |
Villages Leased Facilities | ||
Related Party Transaction [Line Items] | ||
Related party rent expense | 133 | 124 |
Other Related Parties Leased Facilities | ||
Related Party Transaction [Line Items] | ||
Related party rent expense | $ 248 | $ 149 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - Omnibus Incentive Plan $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation expense | $ | $ 645 |
Non-Employee Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock award (in shares) | 2,298 |
Colleagues | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock award (in shares) | 7,021 |
Restricted Stock | Colleagues | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Class B Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings (loss) per share (in shares) | 43,544,362 |
Earnings (Loss) Per Share Sched
Earnings (Loss) Per Share Schedule of Earnings Per Share (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Basic earnings per share: | |
Net income attributable to BRP Group, Inc. | $ | $ 1,468 |
Weighted-average shares of Class A common stock outstanding - basic | 19,481,721 |
Basic earnings per share | $ / shares | $ 0.08 |
Diluted earnings per share: | |
Net income attributable to BRP Group, Inc. | $ | $ 1,468 |
Weighted-average shares of Class A common stock outstanding - basic | 19,481,721 |
Dilutive effect of unvested restricted shares of Class A common stock | 334,000 |
Weighted-average shares of Class A common stock outstanding - diluted | 19,816,363 |
Diluted earnings per share | $ / shares | $ 0.07 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Level 3 Assets | $ 450,250 | $ 398,768 |
Level 3 Liabilities | 195,406 | 161,494 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingently returnable consideration | 258 | 70 |
Level 3 Assets | 258 | 70 |
Contingent earnout liabilities | 53,855 | 48,769 |
Level 3 Liabilities | $ 53,855 | $ 48,769 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in estimated fair value of contingently returnable consideration | $ 188 | |
Maximum estimated refund tor contingently returnable consideration | 1,300 | |
Change in estimated fair value of contingent earnout liabilities | 1,849 | |
Maximum estimated exposure to contingent earnout liabilities | 119,300 | |
Fair value of Revolving Credit Commitment | 58,900 | $ 40,400 |
Carrying value of Revolving Credit Commitment | $ 60,363 | $ 40,363 |
Revenue or EBITDA Growth Rate | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.08 | |
Revenue or EBITDA Growth Rate | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.20 | |
Discount Rate | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.0775 | |
Discount Rate | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.1875 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contingently Returnable Consideration | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 70 | |
Change in fair value of contingent consideration | 188 | |
Balance at end of period | 258 | |
Contingent Earnout Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 48,769 | $ 9,249 |
Change in fair value of contingent consideration | 1,849 | (2,786) |
Balance at end of period | 53,855 | 6,463 |
Contingent Earnout Liability | Business Combinations | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value of contingent consideration recorded | $ 3,237 | $ 0 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2020segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 4 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information by Operating Group (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Commissions and fees | $ 54,159 | $ 29,837 | |
Net income (loss) | 4,707 | 9,742 | |
Total assets | 450,250 | $ 398,768 | |
Middle Market | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 22,032 | 16,539 | |
Net income (loss) | 8,189 | 7,900 | |
Total assets | 152,133 | 105,353 | |
Specialty | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 17,416 | 2,831 | |
Net income (loss) | (1,689) | 167 | |
Total assets | 170,922 | 154,983 | |
MainStreet | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 8,308 | 6,531 | |
Net income (loss) | 1,244 | 2,269 | |
Total assets | 59,991 | 60,253 | |
Medicare | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 6,403 | 3,936 | |
Net income (loss) | 2,614 | 1,840 | |
Total assets | 33,927 | 17,533 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 0 | 0 | |
Net income (loss) | (5,651) | $ (2,434) | |
Total assets | $ 33,277 | $ 60,646 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Apr. 28, 2020 | Apr. 01, 2020 | Mar. 12, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Cash consideration paid | $ 44,272 | |||||
Borrowings on revolving line of credit | $ 20,000 | $ 29,304 | ||||
Insurance Risk Partners, LLC | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Cash consideration paid | $ 26,600 | |||||
LLC Units | Insurance Risk Partners, LLC | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Number of equity shares transferred | 814,640 | |||||
Common Class B | Common Stock | Insurance Risk Partners, LLC | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Number of equity shares transferred | 814,640 | |||||
Omnibus Incentive Plan | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Restricted stock award (in shares) | 172,470 | |||||
Revolving Credit Facility [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Borrowings on revolving line of credit | $ 20,000 | |||||
Revolving Credit Facility [Member] | Subsequent Event | ||||||
Related Party Transaction [Line Items] | ||||||
Borrowings on revolving line of credit | $ 24,500 | |||||
Working capital borrowings converted to partnership funding use | $ 10,000 |