Business Combination Disclosure | Business Combinations The Company completed five business combinations for an aggregate purchase price of $41.1 million during the six months ended June 30, 2021. 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 15 years. The recorded purchase price for most business combinations includes an estimation of the fair value of contingent consideration obligations associated with potential earnout provisions, which are generally based on recurring revenue. 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 (loss) when incurred. The recorded purchase price for many business combinations also includes an estimation of the fair value of equity interests, which is calculated based on the value of the Company’s Class A common stock on the closing date taking into account a discount for lack of marketability. Any equity interests granted in shares of Class B common stock also include an upward adjustment for the cash flow associated with the Tax Receivable Agreement. The Company completed the following business combinations during the six months ended June 30, 2021: • LeaseTrack Services LLC and Effective Coverage LLC (“LeaseTrack”), a Specialty Partner effective February 1, 2021, was made to provide a complementary service offering to the MGA of the Future’s Master Tenant product for property managers and distribution partners. • Riley Financial, Inc. (operating as “Medicare Help Now”), a Medicare Partner effective March 1, 2021, was made to further bolster the Company’s Medicare business presence in the Pacific Northwest. • Tim Altman, Inc. (operating as “Only Medicare Solutions”), a Medicare Partner effective April 1, 2021, was made to expand the Company’s Pacific Northwest Medicare Advantage presence. • Seniors’ Insurance Services of Washington, Inc. (“Seniors’ Insurance Services”), a Medicare Partner effective April 30, 2021, was made to strengthen and expand the Company’s Medicare presence in the Pacific Northwest. • Mid-Continent Companies, Ltd. and Mid-Continent Securities Ltd. (“Mid-Continent”), a Middle Market Partner effective April 30, 2021, was made to expand the Company’s capabilities and Middle Market presence in Texas. The operating results of these business combinations have been included in the condensed consolidated statements of comprehensive income (loss) since their respective acquisition dates. The Company recognized total revenues and net loss from these business combinations of $2.3 million and $785,000, respectively, for the six months ended June 30, 2021. Acquisition-related costs incurred in connection with these business combinations are recorded in other operating expenses in the condensed consolidated statements of comprehensive income (loss). The Company incurred acquisition-related costs from these business combinations of $835,000 for the six months ended June 30, 2021. 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 consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Specifically, the Company's valuations of premiums, commissions and fees receivable in accordance with Topic 606 are estimates subject to change based on relevant factors over the policy period. The valuations of intangible assets are also estimates based on assumptions of factors such as discount rates and growth rates. Accordingly, these assets are subject to measurement period adjustments as determined after the passage of time. Any measurement period adjustments related to prior period business combinations are reflected as current period adjustments in accordance with Topic 805. Refer to Note 8 for information regarding measurement period adjustments recorded during the six months ended June 30, 2021. 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 six months ended June 30, 2021. The “All Others” column includes amounts for the Medicare Help Now, Only Medicare Solutions, Seniors’ Insurance Services and Mid-Continent business combinations. (in thousands) LeaseTrack All Others Totals Cash consideration paid $ 12,984 $ 14,021 $ 27,005 Fair value of contingent earnout consideration 6,116 1,648 7,764 Fair value of equity interest 1,652 2,062 3,714 Deferred payment — 2,592 2,592 Total consideration $ 20,752 $ 20,323 $ 41,075 Cash $ 100 $ 155 $ 255 Restricted cash 2 — 2 Premiums, commissions and fees receivable 729 1,077 1,806 Property and equipment 43 — 43 Other assets — 13 13 Intangible assets 5,200 11,797 16,997 Goodwill 15,026 7,553 22,579 Total assets acquired 21,100 20,595 41,695 Premiums payable to insurance companies (318) — (318) Producer commissions payable (4) (268) (272) Accrued expenses and other current liabilities (26) (4) (30) Total liabilities acquired (348) (272) (620) Net assets acquired $ 20,752 $ 20,323 $ 41,075 Maximum potential contingent earnout consideration $ 8,500 $ 10,462 $ 18,962 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 expected to be realized from acquiring the Partners’ assembled workforce and technology, 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 six months ended June 30, 2021 have the following values and estimated weighted-average lives: (in thousands, except weighted-average lives) Amount Weighted-Average Life Purchased customer accounts $ 9,669 17.9 years Distributor relationships 4,858 20.0 years Software 2,095 5.0 years Trade names 375 4.6 years Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the six months ended June 30, 2021 is as follows: (in thousands) Amount For the remainder of 2021 $ 568 2022 1,297 2023 1,265 2024 1,320 2025 1,391 The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of LeaseTrack, Medicare Help Now, Only Medicare Solutions, Seniors’ Insurance Services and Mid-Continent occurred on January 1, 2020. 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 For the Six Months (in thousands, except per share data) 2021 2020 2021 2020 Pro forma results: Revenues $ 120,195 $ 52,880 $ 276,248 $ 110,724 Net income (loss) (20,028) (8,055) 12,081 (1,329) Net income (loss) attributable to BRP Group, Inc. (9,719) (3,656) 5,614 (1,518) Basic earnings (loss) per share $ (0.22) $ (0.18) $ 0.13 $ (0.08) Diluted earnings (loss) per share $ (0.22) $ (0.18) $ 0.12 $ (0.08) Weighted-average shares of Class A common stock outstanding - basic 44,686 20,642 44,537 20,176 Weighted-average shares of Class A common stock outstanding - diluted 44,686 20,642 46,239 20,176 |