DEI Statement
DEI Statement - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-39095 | ||
Entity Registrant Name | BRP GROUP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1937225 | ||
Entity Central Index Key | 0001781755 | ||
Entity Address, Address Line One | 4211 W. Boy Scout Blvd. | ||
Entity Address, City or Town | Tampa, | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33607 | ||
City Area Code | 866 | ||
Local Phone Number | 279-0698 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | ||
Trading Symbol | BRP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,171,603,850 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 58,670,686 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 56,268,051 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Tampa, Florida |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 138,292 | $ 108,462 |
Restricted cash | 89,445 | 33,560 |
Premiums, commissions and fees receivable, net | 340,837 | 155,501 |
Prepaid expenses and other current assets | 8,151 | 4,447 |
Due from related parties | 1,668 | 19 |
Total current assets | 578,393 | 301,989 |
Property and equipment, net | 17,474 | 11,019 |
Right-of-use assets | 81,646 | 0 |
Other assets | 25,586 | 11,084 |
Intangible assets, net | 944,467 | 554,320 |
Goodwill | 1,228,741 | 651,502 |
Total assets | 2,876,307 | 1,529,914 |
Current liabilities: | ||
Premiums payable to insurance companies | 310,045 | 135,576 |
Producer commissions payable | 41,833 | 24,260 |
Accrued expenses and other current liabilities | 92,223 | 51,490 |
Related party notes payable | 61,500 | 0 |
Current portion of contingent earnout liabilities | 35,088 | 6,094 |
Total current liabilities | 540,689 | 217,420 |
Revolving line of credit | 35,000 | 0 |
Long-term debt, less current portion | 814,614 | 381,382 |
Contingent earnout liabilities, less current portion | 223,501 | 158,725 |
Operating lease liabilities, less current portion | 71,357 | 0 |
Other liabilities | 3,590 | 2,419 |
Total liabilities | 1,688,751 | 759,946 |
Commitments and contingencies (Note 21) | ||
Mezzanine equity: | ||
Redeemable noncontrolling interest | 269 | 98 |
Stockholders’ equity: | ||
Additional paid-in capital | 663,002 | 392,139 |
Accumulated deficit | (54,992) | (24,346) |
Stockholder notes receivable | (219) | (465) |
Total stockholders’ equity attributable to BRP Group, Inc. | 608,383 | 367,783 |
Noncontrolling interest | 578,904 | 402,087 |
Total stockholders’ equity | 1,187,287 | 769,870 |
Total liabilities, mezzanine equity and stockholders’ equity | 2,876,307 | 1,529,914 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 586 | 450 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | 6 | 5 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Current assets: | ||
Cash and cash equivalents | 303 | 143 |
Premiums, commissions and fees receivable, net | 272 | 130 |
Total current assets | 575 | 273 |
Property and equipment, net | 15 | 21 |
Other assets | 5 | 5 |
Total assets | 595 | 299 |
Current liabilities: | ||
Premiums payable to insurance companies | 0 | 5 |
Producer commissions payable | 41 | 17 |
Accrued expenses and other current liabilities | 4 | 10 |
Total liabilities | $ 45 | $ 32 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class A Common Stock | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 300,000,000 | 300,000,000 |
Shares outstanding (in shares) | 58,602,859 | 44,953,166 |
Shares issued (in shares) | 58,602,859 | 44,953,166 |
Class B Common Stock | ||
Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Shares outstanding (in shares) | 56,338,051 | 49,828,383 |
Shares issued (in shares) | 56,338,051 | 49,828,383 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Commissions and fees | $ 567,290 | $ 240,919 | $ 137,841 |
Operating Expenses | |||
Commissions, employee compensation and benefits | 400,050 | 174,114 | 96,955 |
Other operating expenses | 102,162 | 48,060 | 24,576 |
Amortization expense | 48,720 | 19,038 | 10,007 |
Change in fair value of contingent consideration | 45,196 | 20,516 | 10,829 |
Depreciation expense | 2,788 | 1,129 | 542 |
Total operating expenses | 598,916 | 262,857 | 142,909 |
Operating loss | (31,626) | (21,938) | (5,068) |
Other Income (Expense) | |||
Interest expense, net | (26,899) | (7,857) | (10,640) |
Loss on extinguishment of debt | 0 | 0 | (6,732) |
Other income (expense), net | 424 | (95) | 3 |
Total other expense | (26,475) | (7,952) | (17,369) |
Loss before income taxes | (58,101) | (29,890) | (22,437) |
Income tax expense (benefit) | 19 | (5) | 17 |
Net loss | (58,120) | (29,885) | (22,454) |
Less: net loss attributable to noncontrolling interests | (27,474) | (14,189) | (13,804) |
Net loss attributable to BRP Group, Inc. | (30,646) | (15,696) | (8,650) |
Comprehensive loss | (58,120) | (29,885) | (22,454) |
Comprehensive loss attributable to noncontrolling interests | (27,474) | (14,189) | (13,804) |
Net loss attributable to BRP Group, Inc. | $ (30,646) | $ (15,696) | $ (8,650) |
Basic and diluted net loss per share | $ (0.64) | $ (0.58) | |
Basic and diluted weighted-average shares of Class A common stock outstanding | 47,587,866 | 27,175,705 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders'/Members' Equity (Deficit) and Mezzanine Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumu-lated Deficit | Members’ Deficit | Stockholder/Member Notes Receivable | Non-controlling Interest | Redeemable Noncontrolling Interest | Redeemable Members’ Capital | Class A Common Stock | Class A Common StockCommon Stock | Class B Common Stock | Class B Common StockCommon Stock |
Balance at beginning of period, stockholders' / 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 | ||||||||||
Increase (Decrease) in Stockholders'/Members' Equity (Deficit) [Roll Forward] | ||||||||||||
Issuance of Voting Common Units to redeemable common equity holder | 5,509 | |||||||||||
Change in the redemption value of redeemable interests | (143,413) | |||||||||||
Balance of end of period (in shares) at Dec. 31, 2019 | 19,362,984 | 19,362,984 | 43,257,738 | 43,257,738 | ||||||||
Balance of end of period, stockholders' / members' equity at Dec. 31, 2019 | 237,251 | $ 82,425 | $ (8,650) | 0 | (688) | 163,966 | $ 194 | $ 4 | ||||
Balance at end of period, mezzanine equity at Dec. 31, 2019 | 23 | 0 | ||||||||||
Balance at beginning of period (in shares) at Oct. 28, 2019 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders'/Members' Equity (Deficit) [Roll Forward] | ||||||||||||
Net income (loss) | (27,990) | (8,650) | (19,340) | (10) | ||||||||
Contributions | 5 | |||||||||||
Share-based compensation (in shares) | 276,634 | 69,503 | ||||||||||
Share-based compensation | 794 | 202 | 589 | $ 3 | ||||||||
Repayment of stockholder notes receivable | 4 | 4 | ||||||||||
Balance of end of period (in shares) at Dec. 31, 2019 | 19,362,984 | 19,362,984 | 43,257,738 | 43,257,738 | ||||||||
Balance of end of period, stockholders' / members' equity at Dec. 31, 2019 | 237,251 | 82,425 | (8,650) | $ 0 | (688) | 163,966 | $ 194 | $ 4 | ||||
Balance at end of period, mezzanine equity at Dec. 31, 2019 | 23 | $ 0 | ||||||||||
Increase (Decrease) in Stockholders'/Members' Equity (Deficit) [Roll Forward] | ||||||||||||
Net income (loss) | (29,941) | (15,696) | (14,245) | 56 | ||||||||
Issuances of Class A common stock, net of underwriting discounts and offering costs and redemption of Class B common stock for Class A common stock | 372,724 | 197,357 | 175,134 | $ 233 | ||||||||
Issuances of Class A common stock, net of underwriting discounts and offering costs and redemption of Class B common stock for Class A common stock (in shares) | 23,287,500 | (4,091,667) | ||||||||||
Equity issued in business combinations (in shares) | 1,415,837 | 11,004,696 | ||||||||||
Contributions | 19 | |||||||||||
Issuance of Voting Common Units to redeemable common equity holder | 0 | |||||||||||
Redemptions and repurchases of common stock (in shares) | 253,599 | (342,384) | ||||||||||
Redemptions and repurchases of common stock | (1,291) | 638 | (1,931) | $ 2 | ||||||||
Equity issued in business combinations | 186,120 | 107,867 | 78,238 | $ 14 | $ 1 | |||||||
Change in the redemption value of redeemable interests | 0 | |||||||||||
Issuance of Class A common stock in Offering, net of underwriting discounts and offering costs (in shares) | 23,287,500 | 0 | ||||||||||
Share-based compensation (in shares) | 633,246 | |||||||||||
Share-based compensation | 4,784 | 3,852 | 925 | $ 7 | ||||||||
Repayment of stockholder notes receivable | 223 | 223 | ||||||||||
Balance of end of period (in shares) at Dec. 31, 2020 | 44,953,166 | 44,953,166 | 49,828,383 | 49,828,383 | ||||||||
Balance of end of period, stockholders' / members' equity at Dec. 31, 2020 | 769,870 | 392,139 | (24,346) | (465) | 402,087 | $ 450 | $ 5 | |||||
Balance at end of period, mezzanine equity at Dec. 31, 2020 | 98 | |||||||||||
Increase (Decrease) in Stockholders'/Members' Equity (Deficit) [Roll Forward] | ||||||||||||
Net income (loss) | (58,291) | (30,646) | (27,645) | 171 | ||||||||
Issuances of Class A common stock, net of underwriting discounts and offering costs and redemption of Class B common stock for Class A common stock (in shares) | 0 | |||||||||||
Equity issued in business combinations (in shares) | 1,053,190 | 7,441,139 | ||||||||||
Issuance of Voting Common Units to redeemable common equity holder | 0 | |||||||||||
Redemptions and repurchases of common stock | 0 | 8,535 | (8,544) | $ 9 | ||||||||
Equity issued in business combinations | 194,607 | 91,678 | 102,918 | $ 10 | $ 1 | |||||||
Change in the redemption value of redeemable interests | 0 | |||||||||||
Stock Repurchased During Period, Shares | (931,471) | (931,471) | ||||||||||
Issuance of Class A common stock in Offering, net of underwriting discounts and offering costs (in shares) | 9,200,000 | 9,200,000 | ||||||||||
Issuance of Class A common stock in Offering, net of underwriting discounts and offering costs | 268,321 | 159,101 | 109,128 | $ 92 | ||||||||
Share-based compensation (in shares) | 2,465,032 | |||||||||||
Share-based compensation | 17,606 | 16,621 | 960 | $ 25 | ||||||||
Tax distributions to BRP LLC members | (5,072) | (5,072) | ||||||||||
Repayment of stockholder notes receivable | 246 | 0 | 246 | 0 | ||||||||
Balance of end of period (in shares) at Dec. 31, 2021 | 58,602,859 | 58,602,859 | 56,338,051 | 56,338,051 | ||||||||
Balance of end of period, stockholders' / members' equity at Dec. 31, 2021 | $ 1,187,287 | $ 663,002 | $ (54,992) | $ (219) | $ 578,904 | $ 586 | $ 6 | |||||
Balance at end of period, mezzanine equity at Dec. 31, 2021 | $ 269 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (58,120) | $ (29,885) | $ (22,454) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 51,508 | 20,167 | 10,549 |
Amortization of deferred financing costs | 3,506 | 1,002 | 1,312 |
Loss on extinguishment of debt | 0 | 0 | 6,732 |
Gain (Loss) on Disposition of Property Plant Equipment | 311 | 67 | 0 |
Issuance of management incentive units | 0 | 0 | 1,334 |
Participation unit compensation | 0 | 0 | 50 |
Share-based compensation expense | 19,193 | 7,744 | 3,227 |
Change in fair value of contingent consideration | 45,196 | 20,516 | 10,829 |
Change in fair value of interest rate caps | 123 | 0 | 0 |
Payment of contingent earnout consideration in excess of purchase price accrual | (4,825) | (1,727) | (8) |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Premiums, commissions and fees receivable, net | (64,501) | (6,828) | (6,000) |
Prepaid expenses and other assets | (8,032) | (1,611) | (2,631) |
Due to/from related parties | (1,649) | 24 | 74 |
Right-of-use assets | (81,646) | 0 | 0 |
Accounts payable, accrued expenses and other current liabilities | 55,188 | 27,348 | 9,000 |
Operating lease liabilities | 83,877 | 0 | 0 |
Net cash provided by operating activities | 40,129 | 36,817 | 12,014 |
Cash flows from investing activities: | |||
Cash consideration paid for business combinations, net of cash received | (668,033) | (669,236) | (98,423) |
Capital expenditures | (5,321) | (5,469) | (1,718) |
Investment in business venture | (1,907) | (1,250) | (200) |
Cash consideration paid for asset acquisitions, net of cash received | (3,212) | (1,854) | (679) |
Net cash used in investing activities | (678,473) | (677,809) | (101,020) |
Cash flows from financing activities: | |||
Proceeds from issuance of Class A common stock, net of underwriting discounts | 269,375 | 451,574 | 246,208 |
Purchase of LLC Units from shareholders | 0 | (78,274) | (31,332) |
Payment of offering costs | (1,054) | (1,868) | (4,840) |
Payment of contingent and guaranteed earnout consideration | (7,723) | (1,192) | (980) |
Proceeds from revolving line of credit | 420,210 | 385,637 | 69,592 |
Repayments of revolving line of credit | (385,210) | (325,000) | (66,200) |
Proceeds from long-term debt | 441,430 | 286,331 | 0 |
Repayments of long-term debt | (5,630) | (1,000) | (204) |
Payments of debt issuance and debt extinguishment costs | (1,124) | (4,507) | (481) |
Proceeds received from repayment of stockholder/member notes receivable | 246 | 223 | 164 |
Purchase of interest rate caps | (6,461) | 0 | 0 |
Proceeds from related party debt | 0 | 0 | 49,845 |
Repayments of related party debt | 0 | 0 | (88,425) |
Payments for repurchase of common units | 0 | 0 | (12,500) |
Distributions | 0 | 0 | (10,549) |
Other financing activity | 0 | 19 | 1,784 |
Net cash provided by financing activities | 724,059 | 711,943 | 152,082 |
Net increase in cash and cash equivalents and restricted cash | 85,715 | 70,951 | 63,076 |
Cash and cash equivalents and restricted cash at beginning of year | 142,022 | 71,071 | 7,995 |
Cash and cash equivalents and restricted cash at end of year | 227,737 | 142,022 | 71,071 |
Supplemental schedule of cash flow information: | |||
Cash paid during the year for interest | 22,110 | 5,958 | 9,487 |
Disclosure of non-cash investing and financing activities: | |||
Equity interest issued in business combinations and asset acquisitions | 194,607 | 186,116 | 38,637 |
Contingent earnout liabilities assumed in business combinations and asset acquisitions | 127,420 | 98,523 | 29,117 |
Right-of-use assets obtained in exchange for operating lease liabilities | 86,524 | 0 | 0 |
Conversion of contingent earnout liability to related party notes payable | 61,500 | 0 | 0 |
Noncash debt issuance costs recorded | 11,557 | 12,554 | 2,809 |
Right-of-use assets increased through lease modifications and reassessments | 6,131 | 0 | 0 |
Noncash tax distributions payable | 5,072 | 0 | 0 |
Principal and interest on revolving line of credit paid through funding of long-term debt | 0 | 101,115 | 0 |
Capital expenditures incurred but not yet paid | 350 | 301 | 0 |
Change in the redemption value of redeemable interests | 0 | 0 | 143,413 |
Capitalization of issuance to redeemable common member | 0 | 0 | 5,509 |
Exchange of advisor incentive plan liability to equity | 0 | 0 | 2,153 |
Transfer of long-term debt to revolving line of credit | 0 | 0 | 1,820 |
Contingently returnable consideration recorded in business combinations | 0 | 0 | 321 |
Exchange of participation unit ownership plan liability to equity | $ 0 | $ 0 | $ 311 |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
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 and became the sole managing member of BRP. The 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 section 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., with several other regional concentrations. 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 22. Public Equity Offerings On October 28, 2019, BRP Group completed an initial public offering (the “Initial Public Offering”) of its Class A common stock, in which it sold 18,859,300 shares, including 2,459,300 shares pursuant to the underwriters’ over-allotment option that subsequently settled on November 26, 2019. The shares began trading on the Nasdaq Global Select Market (the “Nasdaq”) on October 24, 2019. The shares were sold at an initial offering price of $14.00 per share for net proceeds of $241.4 million after deducting underwriting discounts and commissions of $17.8 million and net offering expenses of $4.8 million. In connection with the Initial Public Offering, BRP Group and BRP entered into a series of transactions to implement an internal reorganization (the “Reorganization Transactions”), which are described in detail in Note 3. On June 29, 2020, the Company completed a public offering of 13,225,000 shares of its Class A common stock, including 1,725,000 shares sold pursuant to the underwriters’ over-allotment option. The shares were sold at an offering price of $13.25 per share for net proceeds of $166.5 million after deducting underwriting discounts and commissions of $7.9 million and offering expenses of $0.8 million. On December 11, 2020, the Company completed a public offering of 10,062,500 shares of its Class A common stock, including 1,312,500 shares sold pursuant to the underwriters’ over-allotment option. The shares were sold at an offering price of $29.50 per share for net proceeds of $283.2 million after deducting underwriting discounts and commissions of $12.6 million and offering expenses of $1.1 million. On September 17, 2021, the Company completed a public offering of 9,200,000 shares of its Class A common stock, including 1,200,000 shares sold pursuant to the underwriters’ over-allotment option. The shares were sold at an offering price of $30.50 per share for net proceeds of approximately $269.4 million after deducting underwriting discounts and commissions of $11.2 million. The Company used such proceeds to purchase 9,200,000 LLC Units. The Company also paid offering expenses of $1.1 million. 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 membership interests of BRP (the "LLC Units") held by BRP’s LLC members in its consolidated financial statements. BRP and BRP Group have been under the common control of our Chairman, Lowry Baldwin, before and after 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 held 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 continued to control BRP Group subsequent to the Initial Public Offering and Reorganization Transactions. Accordingly, we 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 5 for additional information regarding the Company’s variable interest entities. Topic 810 also requires that the equity of a noncontrolling interest shall be reported in the consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported in the 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. Refer to the Redeemable Noncontrolling Interest and Noncontrolling Interest sections of Note 2 for additional information. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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; the determination of fair value in relation to business combinations, purchase price allocation and valuation of intangible assets and contingent consideration; impairment of long-lived assets including goodwill; valuation of the Tax Receivable Agreement liability and income taxes; and share-based compensation. Subsequent Events The Company evaluated events or transactions that may have occurred after the balance sheet date for potential recognition or disclosure through the date the financial statements were issued. No subsequent events or transactions requiring recognition or disclosure were identified. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) to improve the accounting for acquired revenue contracts with customers in business combination by addressing diversity in practice and inconsistency related to (i) the recognition of an acquired contract liability and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 requires that, at acquisition date, an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”) as if it had originated the contracts, while also taking into account how the acquiree applied Topic 606. 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. Emerging Growth Company Status Prior to December 31, 2021, the Company was an emerging growth company under the Jumpstart Our Business Startups (“JOBS”) Act and had elected to delay the adoption of new and revised accounting pronouncements applicable to public companies until such pronouncements were made applicable to private companies. As a result, the Company did not have to comply with the public company's effective dates for Topics 326 and Topic 842 (defined below). At December 31, 2021, the Company lost its emerging growth company status in conjunction with qualifying as a large accelerated filer. Concurrent with its change in status, the Company adopted all required accounting pronouncements applicable to public companies, including Topic 326 and Topic 842, which were adopted effective January 1, 2021. As a result of the adoption of Topic 842, the Company adjusted its previously reported consolidated financial statements for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021. The Company was not required to file amendments to previously filed Quarterly Reports on Forms 10-Q; although, 2021 amounts will be restated in its 2022 Quarterly Reports. The effects of the adoption of Topic 842 on the Company's balance sheet at December 31, 2020 and its quarterly operating results for the year ended December 31, 2021 are included below. Adoption of the Credit Losses Standard Under Topic 326 In June 2016, the Financial Accounting Standards Board (“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, provided interpretation of and transition relief for, the guidance issued in ASU 2016-13. This guidance is effective for the Company on December 31, 2021 in conjunction with its loss of emerging growth company status as discussed above. The Company adopted ASU 2016-13 using the modified retrospective approach as of January 1, 2021. The cumulative effect of the adoption was not significant to the Company's consolidated financial statements. Adoption of the Lease Accounting Standard Under Topic 842 In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (“Topic 842”). The guidance in Topic 842, which supersedes the lease recognition requirements in ASC Topic 840, Leases (“Topic 840”) , requires an entity to recognize right-of-use (“ROU”) assets and lease liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. A lease is an agreement between two or more parties that creates enforceable rights and obligations that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Topic 842 requires an entity to determine whether a contract is a lease or contains a lease at the inception of the contract, considering all relevant facts and circumstances. There are two main components in determining if a contract is a lease: (i) a right to use an identified asset and (ii) control over the use of the identified asset. A customer does not have the right to use an identified asset if, at inception of the contract, a supplier has the substantive right to substitute the asset throughout the period of use. Control over the use of the identified asset requires a customer to obtain “substantially all the economic benefits” and to have the “ability to direct the use of the asset.” Topic 842 requires the recognition of lease right-of-use assets and lease liabilities on the balance sheet, which are established at the inception of a lease by computing a net present value of the future lease payments. Right-of-use assets are amortized to operating lease expense over the lease term as calculated by the difference between the straight-line lease expense and the interest calculated on the lease liability. Rent payments are applied against the lease liabilities and the discount related to lease liabilities is accreted to operating lease expense over the lease term. As discussed above, the Company adopted Topic 842 in connection with the loss of emerging growth company status. Topic 842 was adopted effective January 1, 2021 (the “adoption date”) on a modified retrospective basis, under which it applied the new guidance to leases existing at, or entered into after, the adoption date. Reporting for the comparative prior year periods presented in 2021, including comparative disclosure requirements, continues to be in accordance with the previous lease guidance under Topic 840. Upon adoption of Topic 842, we recorded right-of-use assets of $55.6 million and lease liabilities of $56.4 million and expensed net deferred rent liabilities of $1.7 million related to our operating leases. The effects of applying Topic 842 related to the adjustments to our operating leases are described in Note 13. The transition guidance associated with Topic 842 also permitted the use of certain practical expedients. First, the Company elected the package of three practical expedients for transition, allowing the carryforward of certain aspects of its historical lease accounting under Topic 840 for leases that commenced before the effective date, including not to reassess (a) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. Second, the Company elected the optional transition method practical expedient to apply the new guidance at its effective date, without having to adjust the prior two years comparative financial statements. Third, the Company elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. The Company does not include variable payments that are not based on an index or rate in the single lease component, regardless of whether they are related to the lease or non-lease component. Fourth, the Company made the short term lease exemption accounting policy election to not recognize a lease liability or ROU asset on its balance sheet to leases with an initial term of 12 months or less. Instead, these lease payments are expensed on a straight-line basis over the lease term. The lease ROU assets and related lease liabilities are classified as either operating or finance. Lease liabilities are measured at the lease commencement date as the present value of future minimum lease payments. Lease ROU assets are measured as the lease liability plus prepaid lease payments less deferred rent. In measuring the present value of the future minimum lease payments, the discount rate for the lease is the rate implicit in the lease, when readily determinable, or the lessee's incremental borrowing rate, when the implicit rate is not determinable. In computing its lease liabilities, the Company uses an incremental borrowing rate based on the information available on the commencement date using a company-specific rate. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. The cumulative effect of applying Topic 842 on our consolidated balance sheets as of January 1, 2021 was as follows: (in thousands) Balances as of December 31, 2020 as Previously Reported Effect of Adoption of Topic 842 Balances as of January 1, 2021 Assets: Prepaid expenses and other current assets $ 4,447 $ (169) $ 4,278 Right-of-use assets — 55,643 55,643 Total assets 1,529,914 55,474 1,585,388 Liabilities: Accrued expenses and other current liabilities (1) $ 51,490 $ 5,783 $ 57,273 Operating lease liabilities, non-current — 48,699 48,699 Total liabilities 759,946 54,482 814,428 __________ (1) Effect of adoption of Topic 842 for accrued expenses and other current assets includes adjustments of $(1.9) million to deferred rent liabilities and $7.7 million to current portion of operating lease liabilities. The following tables summarize the Company’s unaudited consolidated financial data on a quarterly basis for years ended December 31, 2021. For the 2021 Quarters Ended (in thousands) March 31 (1) June 30 (1) September 30 (1) December 31 Commissions and fees $ 152,828 $ 119,706 $ 135,556 $ 159,200 Total operating expenses 115,878 133,242 152,739 197,057 Operating income (loss) 36,950 (13,536) (17,183) (37,857) Total other expenses (5,643) (6,905) (7,418) (6,509) Income (loss) before income taxes 31,307 (20,441) (24,601) (44,366) Income tax expense — — — 19 Net income (loss) 31,307 (20,441) (24,601) (44,385) Net income (loss) attributable to noncontrolling interests 16,001 (10,348) (11,389) (21,738) Net income (loss) attributable to BRP Group, Inc. $ 15,306 $ (10,093) $ (13,212) $ (22,647) Basic earnings (loss) per share $ 0.35 $ (0.23) $ (0.28) $ (0.41) Diluted earnings (loss) per share 0.33 (0.23) (0.28) (0.41) __________ (1) As a result of our adoption of Topic 842 as of January 1, 2021, quarterly amounts presented in our prior Quarterly Reports on Form 10-Q were revised. Total operating expenses, income (loss) before taxes and net income (loss) were each adjusted by $(0.7) million, $0.3 million and $0.4 million for the first, second and third quarters of 2021, respectively. Basic earnings (loss) per share was adjusted by $0.02 and $(0.01) for each of the first and second quarters of 2021, respectively. Diluted earnings (loss) per share was adjusted by $0.01 and $(0.01) for each of the first and second quarters of 2021, respectively. |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). The Company earns commission revenue by facilitating the arrangement between Insurance Company Partners and individuals or businesses by providing insurance placement services to insureds (“Clients”) with Insurance Company Partners. Commission revenues are usually a percentage of the premium paid by Clients and generally depend upon the type of insurance, the Insurance Company Partner and the nature of the services provided. In some limited cases, the Company shares commissions with other agents or brokers who have acted jointly with the Company in a transaction. The Company controls the fulfillment of the performance obligation and its relationship with its Insurance Company Partners and the outside agents. Commissions shared with downstream agents or brokers are recorded in commission, employee compensation and benefits expense in the consolidated statements of comprehensive loss. Commissions are earned at a point in time upon the effective date of bound insurance coverage as no performance obligation exists after coverage is bound. Commission revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. The Company earns service fee revenue in its Middle Market segment by receiving negotiated fees in lieu of a commission and consulting revenue from services other than securing insurance coverage. Service fee and consulting revenues from certain agreements are recognized over time depending on when the services within the contract are satisfied and when the Company has transferred control of the related services to the customer. Commissions and fees for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period. However, regardless of the payment terms, commissions are recognized at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. The Company may receive a profit-sharing commission from an Insurance Company Partner, which is based primarily on underwriting results, but may also contain considerations for volume, growth, loss performance, or retention. Profit-sharing commissions represent a form of variable consideration, which includes additional commissions over base commissions received from Insurance Company Partners. Profit-sharing commissions associated with relatively predictable measures are estimated with a constraint applied and recognized at a point in time. The profit-sharing commissions are recorded as the underlying policies that contribute to the achievement of the metric are placed with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available. Profit-sharing commissions associated with loss performance are uncertain, and therefore, are subject to significant reversal through catastrophic loss season and as loss data remains subject to material change. The constraint is relieved when management estimates revenue that is not subject to significant reversal, which often coincides with the earlier of written notice from the Insurance Company Partner that the target has been achieved, or cash collection. Year-end amounts incorporate estimates based on confirmation from Insurance Company Partners after calculation of potential loss ratios that are impacted by catastrophic losses. The consolidated financial statements include estimates based on constraints and incorporates information received from Insurance Company Partners, and where still subject to significant changes in estimates due to loss ratios and external factors that are outside of the Company’s control, a full constraint is applied. The Company pays an incremental amount of compensation in the form of producer commissions on new business. These incremental costs are capitalized as deferred commission expense and amortized over five years, which represents management’s estimate of the average period over which a Client maintains its initial coverage relationship with the original Insurance Company Partner. The Company has concluded that this period is consistent with the transfer to the customer of the services to which the asset relates. 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. The Company earns policy fee revenue for acting in its capacity as a managing general agent (“MGA”) on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions during the term of the insurance policy. Policy fee revenue is deferred and recognized over the life of the policy. These deferred amounts are recognized as contract liabilities, which is included as a component of accrued expenses and other current liabilities on the consolidated balance sheets. The Company earns installment fee revenue related to policy premiums paid on an installment basis for payment processing services performed on behalf of the Insurance Company Partner. The Company recognizes installment fee revenue in the period the services are performed. Cash Equivalents The Company considers all highly liquid short-term instruments with original maturities of three months or less to be cash equivalents. Restricted Cash Restricted cash includes amounts that are legally restricted as to use or withdrawal. Restricted cash represents cash collected from customers that is payable to Insurance Company Partners and for which segregation of this cash is required by contract with the relevant insurance company providing coverage or by law within the state. The Company also holds restricted cash specifically in its role as an MGA. Premiums, Commissions and Fees Receivable, Net In its capacity as an insurance agent or broker, the Company typically collects premiums from Clients, and after deducting its authorized commissions, remits the net premiums to the appropriate Insurance Company Partners. Accordingly, premiums receivable reflect these amounts due from Clients. In other circumstances, the Insurance Company Partners collect the premiums directly from Clients and remit the applicable commissions to the Company. Accordingly, commissions receivable reflect these amounts due from Insurance Company Partners. Fees receivable primarily represent amounts due from Clients of the Company’s services division. Premiums, commissions and fees receivable are reported net of allowances for estimated policy cancellations and doubtful accounts. The allowance for estimated policy cancellations was $5.2 million and $3.2 million at December 31, 2021 and 2020, respectively, which represents a reserve for future reversals in commission and fee revenues related to the potential cancellation of client insurance policies that were in force as of each year end. The allowance for estimated policy cancellations is established through a charge to revenues. The allowance for estimated policy cancellations is offset in part by a producer commissions chargeback of $2.3 million and $1.7 million at December 31, 2021 and 2020. The producer commissions chargeback is established through a charge to commissions, employee compensation and benefits expense and is netted against producer commissions payable on the balance sheets. The Company recognizes an allowance for credit losses that reflects the Company's estimate of expected credit losses for its premiums, commissions and fees receivable. This allowance is not significant during any periods presented. Property and Equipment, Net Property and equipment is stated at cost. For financial reporting purposes, depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Years Building 39 Leasehold improvements 3 - 10 Furniture 5 - 7 Office and computer equipment 3 - 7 Website development 7 Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful life or the reasonably assured lease term at inception of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts. The difference between the net book value of the assets and proceeds from disposal is recognized as a gain or loss on disposal, which is included in other income (expense), net in the consolidated statements of comprehensive loss. Routine maintenance and repairs are charged to expense as incurred, while costs of improvements and renewals are capitalized. Property and equipment is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is measured as the amount by which the carrying value of the asset exceeds its fair value. Intangible Assets, Net and Goodwill The majority of the Company’s intangible assets are acquired in connection with strategic acquisitions made by the Company (“Partnerships”). Intangible assets identified in a Partnership are recorded at fair value on the acquisition date. The excess of the purchase price in a business combination over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed is assigned to goodwill. Intangible assets are stated at cost, less accumulated amortization, and consist of purchased customer accounts, distributor relationships, carrier relationships, software and trade names acquired in connection with business combinations. Purchased customer accounts, distributor relationships, carrier relationships and trade names are being amortized based on a pattern of economic benefit over an estimated life of 1 to 20 years. Purchased customer accounts primarily consist of records and files that contain information about insurance policies and the related Clients that are essential to policy renewals. Distributor relationships consist of relationships with distributors that were not previously established. Carrier relationships consist of the infrastructure for fulfilling services as an MGA on behalf of the Insurance Company Partner. Trade names consist of acquired business names with potential customer base recognition. Intangible assets also include software, which is amortized on the straight-line basis over an estimated useful life of 2 to 5 years. We review our definite-lived intangible assets and other long-lived assets for impairment at least annually or whenever an event occurs that indicates the carrying amount of an asset may not be recoverable. No impairment was recorded for the years ended December 31, 2021, 2020 or 2019. Goodwill is subject to an impairment assessment on an annual basis or whenever indicators of impairment are present. The Company performs a qualitative assessment to determine whether a quantitative impairment test is necessary. In a quantitative assessment, the Company compares the fair value of each reporting unit with its carrying amount to determine if there is potential impairment of goodwill. If the carrying value of a reporting unit is greater than the fair value, an impairment charge is recorded for the amount that the carrying amount of the reporting unit, including goodwill, exceeds its fair value, limited to the amount of goodwill of the reporting unit. Deferred Financing Costs, Net Deferred financing costs consist of origination fees and debt issuance costs related to obtaining credit facilities. The Company has recorded these costs as an asset and liability on the consolidated balance sheets in accordance with ASC Topic 835-30, Interest. Deferred financing costs associated with revolving credit facilities are included in other assets on the consolidated balance sheets while those related to term loans are recorded as an offset to long-term debt. Deferred financing costs included in other assets were $4.9 million and $4.8 million, net of accumulated amortization of $1.8 million and $1.1 million, at December 31, 2021 and 2020, respectively. Deferred financing costs and original issue discount included in long-term debt totaled $26.6 million and $14.0 million, net of accumulated amortization of $3.2 million and $0.4 million, at December 31, 2021 and 2020, respectively. Such costs are amortized using the effective interest method over the terms of the respective debt. Amortization of deferred financing costs, which is included in interest expense, net in the accompanying consolidated statements of comprehensive loss, was approximately $3.5 million, $1.0 million, and $1.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. Derivative Instruments The Company utilizes derivative financial instruments, consisting of interest rate caps, to manage the Company’s interest rate exposure. Derivative instruments are recognized as assets or liabilities at fair value on the consolidated balance sheets. The Company has not designated these derivatives as hedging instruments for accounting purposes and, accordingly, the changes in fair value of these derivatives are recognized in earnings. Cash payments and receipts under the derivative instruments are classified within cash flows from financing activities on the accompanying statements of cash flows. The Company does not use derivative instruments for trading or speculative purposes. Self-Insurance Reserve The Company converted to a self-insured health insurance plan beginning in March 2020 for which it carries an insurance program with specific retention levels or high per-claim deductibles for expected losses. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported ("IBNR") claims at the anticipated cost that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, the Company considers actuarial assumptions and judgments regarding economic conditions and the frequency and severity of claims. The Company had an IBNR reserve of $1.1 million and $0.7 million at December 31, 2021 and 2020, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. Leases Leases are classified at their commencement date, which is defined as the date on which the lessor makes the underlying asset available for use by the lessee, as either operating or finance leases based on the economic substance of the agreement. We recognize right-of-use assets and lease liabilities on our consolidated balance sheets for operating leases. Lease liabilities are measured at the lease commencement date as the present value of the future lease payments using the interest rate implicit in the lease if readily determinable. Otherwise, the Company utilizes its incremental borrowing rate as of the lease commencement date. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating lease expenses on capitalized leases and short-term leases are recognized on a straight-line basis over the respective lease term, inclusive of rent escalation provisions and rent holidays, as a component of other operating expense in the consolidated statements of comprehensive loss. Contingent Earnout Liabilities The Company accounts for contingent consideration relating to business combinations as either contingently returnable consideration or a contingent earnout liability and a decrease (increase) to goodwill at the date of the acquisition and continually remeasures the asset or liability at each balance sheet date by recording changes in the fair value through change in fair value of contingent consideration in the consolidated statements of comprehensive loss. The ultimate settlement of contingently returnable consideration and contingent earnout liabilities relating to business combinations may be for amounts that are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations. The Company accounts for contingent consideration relating to asset acquisitions as a contingent earnout liability and an increase to the cost of the acquired assets on a relative fair value basis at the date of the acquisition. Once recognized, the contingent earnout liability is not derecognized until the contingency is resolved and the consideration is issued or becomes issuable. If the amount initially recognized as a liability exceeds the fair value of the contingent consideration issued or issuable, the entity recognizes that amount as a reduction of the cost of the asset acquisition. The ultimate settlement of contingent earnout liabilities relating to asset acquisitions may be for amounts that are materially different from the amounts initially recorded. The Company determines the fair value of contingently returnable consideration and contingent earnout liabilities based on future cash flow projections under various potential scenarios and weighs the probability of these outcomes as discussed further in Note 20. Redeemable Noncontrolling Interest ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) , requires noncontrolling interests that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Prior to the Reorganization Transactions, the equity securities of certain of the Company’s noncontrolling interests contained an embedded put feature that was redeemable at the election of the interest holder. The Company had no control over whether the put option was exercised, and therefore, redemption was outside the Company’s control. As such, these equity securities were recorded as redeemable noncontrolling interests. Redeemable noncontrolling interests are reported at estimated redemption value measured as the greater of estimated fair value at the end of each reporting period or the historical cost basis of the redeemable noncontrolling interest adjusted for cumulative earnings or loss allocations. The resulting increases or decreases to redemption value, if applicable, are recognized as adjustments to retained earnings. In conjunction with the Reorganization Transactions as discussed in Note 3, the Company executed its call rights for the majority of the redeemable noncontrolling ownership interests, which were converted into permanent equity through the issuance of Class B common stock and LLC Units. Rollover Members equity holdings held by BKS Smith, LLC and BKS MS, LLC, two of the Company’s VIEs, were not converted to permanent equity and remain redeemable and a component of redeemable noncontrolling interest subsequent to the conversion. All put rights no longer exist; however, some of these LLC Units and Class B common stock are not eligible to be converted into shares of Class A common stock until certain time has passed since the initial acquisition. 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 consolidated balance sheets. Noncontrolling interest as presented for the year ended December 31, 2019 consists of the noncontrolling interest holdings of BRP Group subsequent to the Reorganization Transactions. The controlling interest holdings of BRP for the period from January 1, 2019 through October 27, 2019 have been reclassified to noncontrolling interest holdings of BRP Group for presentation of activity for the year ended December 31, 2019. Income Taxes BRP has been, and will continue to be, treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, BRP’s taxable income or loss is included in the taxable income of its members. Accordingly, no income tax expense was recorded for federal and state and local jurisdictions for periods prior to the Initial Public Offering. BRP Group is a taxable entity and in connection with the Initial Public Offering and the Reorganization Transactions completed on October 28, 2019, the Company became a taxable entity. In addition, BRP Colleague Inc., a subsidiary of BRP Group, was formed as a C Corporation during 2017 and is a taxable entity. The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company and its subsidiaries follow ASC Topic 740, Income Taxes . A component of this standard prescribes a recognition and measurement threshold of uncertain tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management has evaluated the Company’s tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company does not expect any of its tax positions to change significantly in the near term. Tax Receivable Agreement The Company’s purchase of BRP’s LLC Units concurrent with the Initial Public Offering, and the future exchanges of LLC Units from BRP’s LLC Members and the corresponding number of shares of Class B common stock for shares of Class A common stock, is expected to result in increases in its share of the tax basis of the tangible and intangible assets of BRP, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to BRP Group. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that BRP Group would otherwise be required to pay in the future. BRP Group has entered into a Tax Receivable Agreement, with the other members of BRP that requires it to pay them 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that BRP Group actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the recipients described above and certain other tax benefits attributable to payments under the Tax Receivable Agreement. Share-Based Compensation Share-based payments to employees and non-employee directors are measured based on the estimated grant-date fair value. The grant-date fair value of unrestricted and restricted stock awards is equal to the market value of BRP Group’s Class A common stock on the date of grant. We offer awards which vest based on service conditions, performance conditions, or market conditions. We apply the Black-Scholes option-pricing model, a Monte Carlo Simulation, or a lattice model, depending on the vesting conditions, in determining the fair value of performance-based restricted stock unit awards to employees. The Company recognizes share-based compensation expense over the requisite service period for awards expected to ultimately vest. The Company recognizes forfeitures as they occur. Advisor Incentive Plan Prior to the Company's Initial Public Offering, BRP had advisor incentive agreements with several of its producers (“Risk Advisors”) to incentivize them to stay with the Company and grow their book of business. The incentive rights had a deposit buy-in requirement payable in the form of payroll withholding or other cash payments for which the Company recorded an advisor incentive liability. The incentive rights could be converted to LLC Units after the achievement of certain milestones, subject to approval at the discretion of management. Risk Advisors were deemed probable of meeting the performance condition after having achieved the first milestone related to their advisor incentive agreements. The Company’s obligation related to advisor incentive liabilities of all but one Risk Advisor was settled in connection with the Reorganization Transactions as discussed in Note 3. One Risk Advisor chose not to convert his incentive rights into common stock of BRP Group. As a result, this advisor’s incentive liability remains outstanding at December 31, 2021. Advisor incentive liabilities, which are included in other liabilities on the consolidated balance sheets, were approximately $3.6 million and $2.4 million at December 31, 2021 and 2020, respectively. The Company continues to account for the remaining advisor incentive award as liability-classified share-based payment awards under ASC 718, Compensation - Stock Compensation (“Topic 718”). The Company estimates the fair value of the expected buyout amount each reporting period and records compensation expense and an increase to the advisor incentive liability and will continue to do so until a termination event occurs. Compensation expense for advisor incentive liabilities is included in commissions, employee compensation and benefits in the consolidated statements of comprehensive loss. Participation Unit Ownership Plan During 2019, the Company had a Participation Unit Ownership Plan (the “Participation Plan”), which offered certain Colleagues additional incentives to promote success. The Participation Plan permitted the grant of up to 100,000 participation units, to be settled in cash only. Participation units vested on the fifth anniversary of the date of the grant unless a qualifying event occurs, as outlined in the Participation Plan agreement. The Company’s obligation under the Participation Plan was settled in connection with the Reorganization Transactions as discussed in Note 3. Fair Value of Financial Instruments The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, premiums, commissions and fees receivable, premiums payable to insurance companies and accrued expenses and other current liabilities, approximate their fair values because of the short maturity and liquidity of those instruments. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company manages this risk by using high credit worthy 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. For the year ended December 31, 2020, one Insurance Company Partner accounted for approximately 13% of the Company’s total core commissions. For the year ended December 31, 2019, two Insurance Company Partners accounted for approximately 14% and 10% of the Company’s total core commissions. There were no concentrations for the year ended December 31, 2021. |
Reorganization Transactions (No
Reorganization Transactions (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Reorganization Transactions [Abstract] | |
Reorganization Transactions | Reorganization Transactions In connection with the Initial Public Offering, BRP Group and BRP entered into the Reorganization Transactions as follows: • BRP amended and restated its amended and restated limited liability company agreement (the “Amended LLC Agreement”) to, among other things, appoint BRP Group as the sole managing member of BRP and to modify BRP’s capital structure to reclassify all the equity interests into a single class of LLC units (the “LLC Units”); • as sole managing member of BRP, BRP Group consolidates the financial results of BRP and a portion of the net income is allocated to the noncontrolling interest to reflect the entitlement of the owners of BRP’s outstanding equity interests (“BRP’s LLC Members”) to a portion of BRP’s net income; • through a series of internal transactions, BRP issued LLC Units to equity holders of companies it has acquired (its “Partners”) (other than certain joint ventures) in exchange for all the equity interests in such Partners not held by BRP prior to such exchange; • BRP Group’s certificate of incorporation authorized the issuance of two classes of common stock including Class A common stock and Class B common stock, each of which entitles its holder to one vote per share on all matters submitted to a vote of the stockholders; • each of the owners of BRP LLC Units prior to the Initial Public Offering (the “Pre-IPO LLC Members”) was issued shares of BRP Group’s Class B common stock in an amount equal to the number of LLC Units held by each such member following the reclassification of the equity interest into LLC Units; • under the Amended LLC Agreement, BRP’s LLC Members have the right to require BRP to redeem all or a portion of their LLC Units for, at BRP Group’s election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment; • BRP Group and BRP’s members entered into the Stockholders Agreement, which provides that approval by BRP’s LLC Members is required for certain corporate actions; • BRP Group used the net proceeds from the Initial Public Offering to acquire 14,000,000 newly-issued LLC Units from Baldwin Risk Partners, LLC, 1,800,000 LLC Units from Lowry Baldwin, the Company’s Chairman, and 600,000 LLC Units from The Villages Invesco, LLC (“Villages Invesco”), one of our significant shareholders, at a purchase price per LLC Unit equal to the initial public offering price of Class A common stock after underwriting discounts and commissions; and • BRP Group entered into the Tax Receivable Agreement, which provides for payment by BRP Group to BRP’s LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that BRP Group actually realizes. In connection with the Initial Public Offering, BRP Group issued one share of Class B common stock to Pre-IPO LLC Members for each LLC Unit held by such BRP LLC Members. BRP Group intends to issue one share of Class B common stock for each LLC Unit that BRP issues. The Class B common stock can be exchanged (together with a corresponding number of LLC Units) for shares of Class A common stock on a one-for-one basis, subject to certain restrictions, and the shares of Class B common stock will be canceled on a one-for-one basis with the redemption or exchange. As a result, the number of shares of Class B common stock will continue to increase with each Partnership in which we issue a noncontrolling interest, which will dilute the ownership interest of the Company’s Class A common stockholders. In conjunction with the Reorganization Transactions, BRP issued LLC Units to equity holders of its Partners (other than certain joint ventures) in exchange for all of the equity interests in such Partners not held by BRP prior to such exchange. In each of the Partner operating agreements, BRP held a right to acquire the equity interests of the Partners of the underlying subsidiaries. Acquisition of the Partners’ equity interests was recorded in accordance with Topic 810. Previously redeemable Voting Common Units were replaced with LLC Units that do not contain a similar redemption provision while certain redeemable noncontrolling interests remain redeemable subsequent to the conversion. The following is a description of the transactions to convert the Company’s obligations related to its advisor incentive agreements and Participation Plan to shares of Class A common stock. • The Company exchanged $2.2 million of its obligation related to advisor incentive liabilities for 204,807 restricted shares of Class A common stock issued under the Company’s Omnibus Incentive Plan. The Company established stockholder notes receivable of $0.5 million for the remaining deposit buy-in amounts due from the advisors and relieved advisor incentive liabilities for $2.2 million with an offset to additional paid-in capital of $2.6 million. • The Company’s obligation under the Participation Plan of $0.3 million was exchanged for 22,243 restricted shares of Class A common stock issued under the Company’s Omnibus Incentive Plan, which resulted in an offset to additional paid-in capital of $(0.3) million. The following is a description of the transactions to convert LLC Units held by each of the Pre-IPO LLC Members to shares of Class B common stock in an amount equal to the number of LLC Units held by each such member following the reclassification of the equity interest into LLC Units. • The Company executed its call rights for the Voting Common Units of two minority founders, a component of redeemable members’ capital prior to the reorganization, which were converted into permanent equity consisting of 5,701,107 shares of Class B common stock and LLC Units. • The Company executed its call rights for the Villages Voting Common Units, a component of redeemable members’ capital prior to the reorganization, which were converted into permanent equity consisting of 3,077,559 shares of Class B common stock and LLC Units. • The Company executed its call rights for the Rollover Members’ Units, which comprised redeemable noncontrolling interest prior to the reorganization, which were converted into 9,615,911 shares of Class B common stock and LLC Units. • Voting Common Units held by the majority founder, which comprised members’ equity prior to the reorganization, were converted into 18,933,907 shares of Class B common stock and LLC Units. • The Non-Voting Common Units, which comprised noncontrolling interest prior to the reorganization, were converted into permanent equity consisting of 232,596 shares of Class B common stock and LLC Units. • Management Incentive Units were converted to 5,627,155 restricted shares of Class B common stock and LLC Units. |
Business Combinations (Notes)
Business Combinations (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Business Combinations The Company completed 16 business combinations for an aggregate purchase price of $1.1 billion during the year ended December 31, 2021. In accordance with ASC Topic 805, Business Combinations (“Topic 805”), total consideration was first allocated to the fair value of assets acquired and liabilities assumed, with the excess being recorded as goodwill. Goodwill is not amortized for financial statement purposes, but rather is evaluated for impairment at least annually or more frequently if an event 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 many business combinations includes an estimation of the fair value of continent consideration obligations associated with potential earnout provisions, which are generally based on revenue. The contingent earnout consideration identified in the tables below are measured at fair value within Level 3 of the fair value hierarchy as discussed further in Note 20. Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the consolidated statements of comprehensive 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 year ended December 31, 2021: • LeaseTrack Services LLC and Effective Coverage LLC (collectively, “LeaseTrack”), a Specialty Partner effective February 1, 2021, provides 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, further bolsters 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, expands the Company’s Pacific Northwest Medicare Advantage presence. • Seniors’ Insurance Services of Washington, Inc. (“Seniors’ Insurance Services”), a Medicare Partner effective April 30, 2021, strengthens and expands the Company’s Medicare presence in the Pacific Northwest. • Mid-Continent Companies, Ltd. and Mid-Continent Securities Ltd. (collectively, “Mid-Continent”), a Middle Market Partner effective April 30, 2021, expands the Company’s capabilities and Middle Market presence in Texas. • RogersGray Inc. and Breakwater Brokerage, LLC, collectively, a Middle Market Partner, and Monomoy Insurance Group, LLC, a Specialty Partner (collectively, “RogersGray”), effective July 1, 2021, enhances and further expands the Company’s geographic footprint and product offerings in New England and the broader Northeast region. • EBSME, LLC (“EBSME”), a Middle Market Partner effective July 30, 2021, expands employee benefits service offerings to the Company’s Middle Market clients. • FounderShield LLC, AlphaRoot LLC, ReShield LLC, and Scale Underwriting Services LLC (collectively, “FounderShield”), a Specialty Partner effective August 2, 2021, brings to BRP Group unique expertise for rapidly-scaling companies in numerous high-growth industry verticals across the Technology & Fintech, Life Sciences and Emerging Markets sectors. • TCG Financial Holding Company, LLC and certain of its subsidiaries (collectively, “The Capital Group”), a Middle Market Partner effective August 2, 2021, adds scale and density in the critical D.C. Metro region. • River Oak Risk, LLC and River Oak Risk Holdings, LLC (collectively “River Oak Risk”), a Specialty Partner effective August 4, 2021, expands the Company’s captive risk solutions for its Middle Market and Specialty clients. • White Hill Plaza, Inc. (operating as "K&S Insurance Agency"), a Middle Market Partner effective October 1, 2021, expands the Company's presence in Texas and brings expertise in the construction industry. • Jacobson, Goldfarb & Scott, Inc. and certain of its subsidiaries (collectively, "JGS"), a Middle Market and Specialty Partner effective October 1, 2021, expands the Company’s Middle Market practice expertise in key markets and industries, including Habitational Real Estate, Construction and Manufacturing & Distribution and expands our Specialty Programs business with a focus on the real estate sector. • Wood Guttman & Bogart Insurance Brokers and certain of its affiliates and related entities (collectively, "WGB"), a Middle Market Partner effective December 1, 2021, adds scale to the Company's West Coast operations. • Construction Risk Partners, LLC ("CRP") a Middle Market Partner effective December 1, 2021, enhances BRP Group’s position and influence within the Construction marketplace. • Brush Creek, LLC ("Brush Creek Partners"), a Middle Market Partner effective December 7, 2021, strengthens the Company's expertise in the Cyber and Technology, Venture Capital, Private Equity, and Construction industries. • Arcana Insurance Services, LP ("Arcana") a Specialty Partner effective December 7, 2021, will bring unique product capabilities in the single-family real estate market to the Company. The operating results of these business combinations have been included in the consolidated statements of comprehensive loss since their respective acquisition dates. The Company recognized total revenues and net income from its business combinations of $61.0 million and $2.8 million, respectively, for the year ended December 31, 2021. Acquisition-related costs incurred in connection with these business combinations are recorded in operating expenses in the consolidated statements of comprehensive loss. The Company incurred acquisition-related costs from its business combinations of $5.9 million for the year ended December 31, 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 Company also assesses the fair value of purchased customer accounts, distributor relationships, and carrier relationships by comparison of a reasonable multiple applied to either the corresponding commissions and fees or EBITDA in addition to considering the estimated future cash flows expected to be received over the estimated future renewal periods of the insurance policies comprising the intangible assets through the use of recognized income approach valuation methods. The valuation of these intangible assets involves significant assumptions concerning matters such as revenue and expense growth rates, customer attrition rates and discount rates. Any changes in these assumptions could affect the carrying value of the intangible assets. Software and trade names are also recorded based on the estimated fair value of the acquired technology or trade name. 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 10 for information regarding measurement period adjustments recorded during the year ended December 31, 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 year ended December 31, 2021. (in thousands) Rogers-Gray Founder Shield The Capital Group K&S Insurance Agency JGS WGB CRP All Others (1) Totals Cash consideration paid $ 135,135 $ 20,863 $ 28,558 $ 79,861 $ 155,513 $ 101,077 $ 131,908 $ 64,373 $ 717,288 Fair value of contingent earnout consideration 18,976 18,033 10,006 11,273 19,573 14,371 17,852 17,261 127,345 Fair value of equity interest 39,765 14,624 13,393 24,826 44,385 22,553 24,179 10,882 194,607 Deferred payment 1,608 2,985 10,336 22 193 1,274 1,830 4,747 22,995 Total consideration $ 195,484 $ 56,505 $ 62,293 $ 115,982 $ 219,664 $ 139,275 $ 175,769 $ 97,263 $ 1,062,235 Cash $ 2,674 $ 221 $ 613 $ 2,217 $ 335 $ 385 $ 848 $ 4,437 $ 11,730 Restricted cash 4,211 3,199 — — 6,996 1,297 19,188 162 35,053 Premiums, commissions and fees receivable 9,713 3,810 3,940 5,867 12,564 13,785 67,514 4,187 121,380 Property and equipment 1,324 — — — 1,431 1,034 203 43 4,035 Other assets 589 52 — — 282 1,657 — 41 2,621 Intangible assets 76,169 9,402 26,399 53,750 86,078 72,619 82,053 32,908 439,378 Goodwill 109,145 45,810 32,251 59,146 126,696 58,569 85,664 62,164 579,445 Total assets acquired 203,825 62,494 63,203 120,980 234,382 149,346 255,470 103,942 1,193,642 Premiums payable to insurance companies (5,898) (5,831) — (4,209) (12,336) — (75,133) (4,511) (107,918) Producer commissions payable (749) — (906) (774) (481) (3,369) (17) (555) (6,851) Accrued expenses and other current liabilities (1,694) (158) (4) (15) (1,901) (6,702) (4,551) (1,613) (16,638) Total liabilities acquired (8,341) (5,989) (910) (4,998) (14,718) (10,071) (79,701) (6,679) (131,407) Net assets acquired $ 195,484 $ 56,505 $ 62,293 $ 115,982 $ 219,664 $ 139,275 $ 175,769 $ 97,263 $ 1,062,235 Maximum potential contingent earnout consideration $ 72,446 $ 77,554 $ 29,888 $ 51,426 $ 91,425 $ 49,628 $ 99,455 $ 73,338 $ 545,160 __________ (1) The "All Others" column includes amounts for the LeaseTrack, Medicare Help Now, Only Medicare Solutions, Seniors’ Insurance Services, Mid-Continent, EBSME, River Oak Risk, Brush Creek Partners and Arcana business combinations. 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 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 year ended December 31, 2021 have an estimated weighted-average life as follows: (in thousands) Amount Weighted-Average Life Purchased customer accounts 350,313 19.4 years Distributor relationships 68,241 20.0 years Software 10,918 4.6 years Trade names 9,906 5.0 years 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, Mid-Continent, RogersGray, EBSME, FounderShield, The Capital Group, River Oak Risk, K&S Insurance Agency, JGS, WGB, CRP, Brush Creek Partners and Arcana 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 Years Ended December 31, (unaudited) (in thousands, except per share data) 2021 2020 Pro forma results: Total revenues $ 719,320 $ 429,953 Net loss (34,667) (34,907) Net loss attributable to BRP Group, Inc. (19,147) (17,613) Basic and diluted loss per share $ (0.40) (0.62) Weighted-average shares of Class A common stock outstanding - basic and diluted 48,222 28,225 __________ (1) Reflects annual GAAP revenue/net loss, plus revenue/net income (loss) from Partnerships in the unowned portion of the period based on a quality of earnings review and not an audit, in each case, at the time the due diligence was conducted and may not include full revenue run rate for partial period impacts in the quality of earnings review and revenue growth between the quality of earnings review and the period close date, which may be three to six months delayed. |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020, include Laureate Insurance Partners, LLC (“Laureate”), BKS Smith, LLC (“Smith”), BKS MS, LLC (“Saunders”) and BKS Partners Galati Marine Solutions, LLC (“Galati”). The Company has consolidated its VIEs into the consolidated financial statements. Total revenues and expenses of the Company’s consolidated VIEs included in the consolidated statements of comprehensive loss were $1.0 million and $0.6 million, respectively, for the year ended December 31, 2021, $0.8 million and $0.7 million, respectively, for the year ended December 31, 2020, and $0.6 million and $0.7 million, respectively, for the year ended December 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. |
Revenue (Notes)
Revenue (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides disaggregated commissions and fees revenue by major source: For the Years Ended December 31, (in thousands) 2021 2020 2019 Direct bill revenue (1) $ 269,603 $ 104,875 $ 70,835 Agency bill revenue (2) 202,892 91,662 43,619 Profit-sharing revenue (3) 37,392 16,397 9,598 Consulting and service fee revenue (4) 29,047 3,509 2,709 Policy fee and installment fee revenue (5) 19,858 15,236 8,154 Other income (6) 8,498 9,240 2,926 Total commissions and fees $ 567,290 $ 240,919 $ 137,841 __________ (1) Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners to provide 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 to provide 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) Service fee revenue is earned by receiving negotiated fees in lieu of a commission and consulting revenue is earned by providing specialty insurance consulting. (5) 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. (6) Other income consists of Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns in addition to other ancillary income and premium financing income generated across all Operating Groups. The application of 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 BRP 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 (CMS). • The Company recognizes separately contracted commissions revenue at the effective date of insurance placement and considers any ongoing interaction with the customer to be insignificant 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 income. • Costs to obtain a contract are deferred and recognized over five years, 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) | 12 Months Ended |
Dec. 31, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [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 consolidated balance sheets. The balances of contract assets and liabilities arising from contracts with customers were as follows: December 31, (in thousands) 2021 2020 Contract assets $ 168,550 $ 80,213 Contract liabilities 18,178 11,606 Contract assets and contract liabilities related to 2021 business combinations comprised $26.0 million and $3.9 million, respectively, at December 31, 2021. During the year ended December 31, 2021, the Company recognized revenue of $11.6 million related to the contract liabilities balance at December 31, 2020. |
Deferred Commission Expense (No
Deferred Commission Expense (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
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 period over which a Client maintains its initial coverage relationship with the original Insurance Company Partner. Deferred commission expense represents employee commissions that are capitalized and not yet expensed and are included as a component of other assets on the balance sheets. The table below provides a rollforward of deferred commission expense: For the Years (in thousands) 2021 2020 Balance at beginning of year $ 4,751 $ 3,621 Costs capitalized 8,812 2,528 Amortization (2,227) (1,398) Balance at end of year $ 11,336 $ 4,751 |
Property and Equipment, Net (No
Property and Equipment, Net (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following: December 31, (in thousands) 2021 2020 Leasehold improvements $ 7,967 $ 5,297 Office and computer equipment 9,151 4,263 Furniture 3,970 2,845 Building 400 400 Website development 184 16 Land 100 100 Construction in process — 83 Total property and equipment 21,772 13,004 Accumulated depreciation (4,298) (1,985) Property and equipment, net $ 17,474 $ 11,019 Depreciation expense recorded for property and equipment was $2.8 million, $1.1 million, and $0.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
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. The Company had certain transactions that were accounted for as asset acquisitions during each of the years ended December 31, 2021 and 2020 in which substantially all the fair value of the gross assets acquired of $4.2 million and $2.4 million, respectively, was concentrated in purchased customer accounts. Refer to Note 4 for a summary of intangible assets acquired in connection with business combinations during the years ended December 31, 2021 and 2020. Intangible assets consist of the following: December 31, 2021 December 31, 2020 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Purchased customer accounts (1) $ 851,445 $ (54,481) $ 796,964 $ 501,512 $ (18,604) $ 482,908 Distributor relationships 100,621 (3,814) 96,807 32,380 (1,377) 31,003 Software 41,743 (18,265) 23,478 30,828 (10,801) 20,027 Trade names (1) 24,189 (3,583) 20,606 14,439 (932) 13,507 Carrier relationships 7,859 (1,247) 6,612 7,859 (984) 6,875 Totals $ 1,025,857 $ (81,390) $ 944,467 $ 587,018 $ (32,698) $ 554,320 __________ (1) During the year ended December 31, 2021, the Company recorded measurement period adjustments relating to certain businesses acquired in the fourth quarter of 2020, which decreased purchased customer accounts and trade names by $4.6 million and $0.2 million, respectively. Amortization expense recorded for intangible assets was $48.7 million, $19.0 million, and $10.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Future annual estimated amortization expense over the next five years for intangible assets is as follows (in thousands): For the Years Ending December 31, Amortization 2022 $ 70,174 2023 71,268 2024 67,213 2025 65,627 2026 60,788 Refer to Note 4 for a summary of goodwill recorded in connection with business combinations during the years ended December 31, 2021 and 2020. The changes in carrying value of goodwill by Operating Group for the periods 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 473,926 5,204 — 7,902 487,032 Balance at December 31, 2020 526,858 65,319 38,892 20,433 651,502 Goodwill of acquired businesses 376,475 198,699 — 4,271 579,445 Measurement period adjustments (1) (2,206) — — — (2,206) Balance at December 31, 2021 $ 901,127 $ 264,018 $ 38,892 $ 24,704 $ 1,228,741 __________ (1) Measurement period adjustments relating to businesses acquired in the fourth quarter of 2020 decreased assets other than goodwill by $5.4 million, decreased liabilities by $5.1 million and decreased cash consideration by $2.5 million. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2021 2020 Accrued compensation and benefits $ 22,460 $ 10,826 Contract liabilities 18,178 11,606 Current portion of operating lease liabilities 12,520 — Deferred consideration payments 12,355 8,155 Accrued expenses 9,731 13,032 Current portion of long-term debt 8,521 4,000 Tax distribution payable 5,072 — Other 3,386 3,871 Accrued expenses and other current liabilities $ 92,223 $ 51,490 |
Long-term Debt (Notes)
Long-term Debt (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt On October 14, 2020, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A to provide senior secured credit facilities in an aggregate principal amount of $800.0 million (the "JPM Credit Agreement"), which consisted of (i) a term loan facility in the principal amount of $400.0 million maturing October 14, 2027 (the “Existing Term Loan B”) and (ii) a revolving credit facility with commitments in an aggregate principal amount of $400.0 million maturing October 14, 2025 (the “Revolving Facility”). The Company used a portion of the proceeds from the Term Loan B to repay in full the Company’s obligations under the previous JPMorgan Credit Agreement and the related amendments (“Old JPMorgan Credit Agreement”) and concurrently terminated the Old JPMorgan Credit Agreement. The Company capitalized debt issuance costs related to the JPM Credit Agreement of $15.1 million during the year ended December 31, 2020. The Existing Term Loan B accrued interest at LIBOR plus 400 bps with a LIBOR floor of 75 bps. Borrowings under the Revolving Facility accrue interest at LIBOR plus 200 bps to LIBOR plus 300 bps based on the total net leverage ratio. On May 7, 2021, the Company entered into Amendment No. 1 to the JPM Credit Agreement, under which (a) the financial covenant requiring the Company to maintain a Total First Lien Net Leverage Ratio (as defined in the JPM Credit Agreement) at or below 5.00 to 1.00 was amended to increase such level to 6.00 to 1.00, and (b) the financial covenant requiring the Company to maintain a Debt Service Coverage Ratio (as defined in the JPM Credit Agreement) at or above 2.25 to 1.00 was removed. On June 2, 2021, the Company entered into Amendment No. 2 to the JPM Credit Agreement to provide for a new senior secured first lien term loan facility in an aggregate principal amount of $500.0 million maturing in 2027 (the “New Term Loan B”). The Company used a portion of the proceeds from the New Term Loan B to repay in full the Company’s obligations under the Existing Term Loan B. The remaining terms of the New Term Loan B and the terms of the Revolving Facility remained relatively unchanged. The New Term Loan B bears interest at LIBOR plus 350 bps, subject to a LIBOR floor of 50 bps. On August 6, 2021, the Company entered into Amendment No. 3 to the JPM Credit Agreement, under which the aggregate principal amount of the Revolving Facility was increased from $400.0 million to $475.0 million. The other terms of the Revolving Facility and the terms of the New Term Loan B remained unchanged. On December 16, 2021, the Company entered into Amendment No. 4 to the JPM Credit Agreement to provide for a new senior secured first lien incremental term loan facility in an aggregate principal amount of $350.0 million (the “New Term Loans”), which represents an increase in the aggregate principal amount of its existing New Term Loan B from $500.0 million to $850.0 million. A portion of the proceeds of the New Term Loans were used to repay outstanding amounts under the Revolving Facility as of the closing date. The Company incurred $12.7 million in debt issuance costs in connection with the aforementioned amendments during the year ended December 31, 2021. The outstanding borrowings on the Revolving Facility of $35.0 million had an applicable interest rate of 2.10% at December 31, 2021. The Revolving Facility is also subject to a commitment fee of 0.25% on the unused capacity of $440.0 million at December 31, 2021. At December 31, 2021, the outstanding borrowings on the New Term Loans were $846.6 million and had an applicable interest rate of 4.00%. The JPM Credit Agreement is secured by substantially all assets of the Company. The JPM 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 December 31, 2021. Future annual maturities of the Term Loan B are as follows as of December 31, 2021: (in thousands) Amount Payments for the years ending December 31, 2022 $ 8,521 2023 8,521 2024 8,521 2025 8,521 2026 8,521 Thereafter 804,018 Total long-term debt 846,623 Less: unamortized debt discount and issuance costs (23,488) Net long-term debt $ 823,135 Interest Rate Caps The Company entered into interest rate caps to mitigate its exposure to interest rate risk by limiting the impact of interest rate changes on cash flows. In March 2021, the Company executed three interest rate cap agreements, each with a notional amount of $300.0 million, which limit our interest rates by 0.75%, 1.50%, and 2.50%, expiring on March 10, 2022, March 10, 2024 and March 8, 2026, respectively. In August 2021, the Company executed two additional interest rate cap agreements, each with a notional amount of $100.0 million and interest rate cap of 3.00%, expiring on August 13, 2028. The interest rate caps are recorded at an aggregate fair value of $6.3 million at December 31, 2021 and are included as a component of other assets on the consolidated balance sheets. The Company recorded a fair value loss of $0.1 million related to the interest rate caps for the year ended December 31, 2021, which is included as a component of other income (expense), net in the consolidated statements of comprehensive loss. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases relating to its facilities and office equipment with terms expiring though December 2030. Determination of whether a new contract is a lease is made at contract inception or at the modification date for a modified contract. The Company's operating leases may require fixed rental payments, variable lease payments based on usage or sales and fixed non-lease costs relating to the leased asset. Fixed non-lease costs such as common-area maintenance costs are included in the measurement of the right-of-use asset and lease liability as the Company does not separate lease and non-lease components. Variable lease payments are generally not included in the measurement of the right-of-use asset and lease liability and are recorded as lease expense in the period incurred. Short-term leases of 12 months or less are expensed in conjunction with the Company's short-term policy election. The Company's operating leases may include renewal or termination options. Options to extend or terminate leases are excluded from balance sheet recognition until the options are reasonably certain to be exercised. The Company only included executed options to extend its leases in its calculation of ROU assets and lease liabilities at December 31, 2021. Operating lease right-of-use assets and lease liabilities as of December 31, 2021 and January 1, 2021 (the date of adoption of Topic 842) were as follows: (in thousands) December 31, 2021 January 1, 2021 Assets: Right-of-use assets, operating, net $ 81,646 $ 55,643 Liabilities: Operating lease liabilities, current portion $ 12,520 $ 7,668 Operating lease liabilities, non-current 71,357 48,699 Total $ 83,877 $ 56,367 The components of the lease costs for the year ended December 31, 2021 were as follows: (in thousands) December 31, 2021 Operating lease costs $ 13,086 Variable lease costs 2,853 Total rent expense for operating leases under Topic 840 was $7.6 million and $4.2 million for the years ended December 31, 2020 and 2019, respectively. Supplemental cash flow information relating to our leases for the year ended December 31, 2021 was as follows (in thousands): (in thousands) December 31, 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 11,562 Operating lease non-cash items: Right-of-use assets obtained in exchange for operating lease liabilities $ 86,524 Right-of-use assets increased through lease modifications and reassessments 6,131 Weighted average remaining lease terms and discount rates at December 31, 2021 were as follows: (in thousands) December 31, 2021 Operating Leases: Remaining lease term 6.6 years Discount rate 3.6 % Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2021 were as follows: (in thousands) Minimum Lease Payments For the years ending December 31, 2022 $ 15,285 2023 14,134 2024 13,862 2025 12,556 2026 11,017 Thereafter 28,665 Total minimum lease payments 95,519 Less: amounts representing interest or imputed interest (11,642) Present value of lease liabilities $ 83,877 Prior to adoption of Topic 842, future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2020, which were undiscounted and excluded non-lease components were as follows (in thousands): (in thousands) Minimum Lease Payments For the years ending December 31, 2021 $ 11,128 2022 9,477 2023 8,121 2024 7,489 2025 6,535 Thereafter 19,010 Total minimum lease payments $ 61,760 |
Stockholders Equity (Deficit) a
Stockholders Equity (Deficit) and Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) and Noncontrolling Interest | Stockholders’ Equity and Noncontrolling Interest Capital Stock BRP Group’s certificate of incorporation authorized capital stock consisting of 300 million shares of Class A common stock with a par value $0.01 per share, 100 million shares of Class B common stock with a par value of $0.0001 per share, and 50 million shares of preferred stock with a par value of $0.01 per share. The following table shows a rollforward of our common stock outstanding since the Initial Public Offering: Class A Common Stock Class B Common Stock Shares issued at October 28, 2019 — — Shares issued to the public in the Initial Public Offering 18,859,300 — Shares issued for the Voting Common Units of two minority founders — 5,701,107 Shares issued in exchange for Villages Units — 3,077,559 Shares issued in exchange for Rollover Members’ Units — 9,615,911 Shares issued for Majority Founder’s Units — 18,933,907 Shares issued for Non-Voting Common Units — 232,596 Shares issued for Management Incentive Units — 5,627,155 Restricted stock grants in connection with Initial Public Offering 500,930 — Restricted stock grants subsequent to the Initial Public Offering 2,754 — Shares issued to executive officer — 69,503 Shares issued at December 31, 2019 19,362,984 43,257,738 Shares issued to the public in follow-on offerings 23,287,500 — Shares redeemed in connection with follow-on offerings — (4,091,667) Shares issued in connection with Partnerships 1,415,837 11,004,696 Redemption of Class B shares of common stock for Class A shares 253,599 (253,599) Restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 633,246 — Shares repurchased — (88,785) Shares issued at December 31, 2020 44,953,166 49,828,383 Shares issued to the public in follow-on offerings 9,200,000 — Shares issued in connection with Partnerships 1,053,190 7,441,139 Common stock and restricted stock grants under Incentive Plan, net of forfeitures and shares withheld for taxes 1,558,694 — Common stock and restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 906,338 — Redemption of Class B shares of common stock for Class A shares 931,471 (931,471) Shares issued at December 31, 2021 58,602,859 56,338,051 Class A Common Stock Shareholders of BRP Group’s Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors, although they do not have cumulative voting rights in the election of directors. Shareholders of Class A common stock are entitled to receive dividends when and if declared by our board of directors, subject to any restrictions on the payment of dividends. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the shareholders of Class A common stock will be entitled to receive pro rata our remaining assets available for distribution. Class B Common Stock Each share of Class B common stock entitles the stockholder to one vote per share on all matters submitted to a vote of our stockholders. If at any time the ratio at which LLC Units are redeemable or exchangeable for shares of Class A common stock changes from one-for-one, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Class B common stockholders will vote together with Class A common stockholders as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Class B common stockholders do not have cumulative voting rights in the election of directors. The Class B common stock can be exchanged (together with a corresponding number of LLC Units) for shares of Class A common stock on a one-for-one basis, subject to certain restrictions, and the shares of Class B common stock will be canceled on a one-for-one basis with the redemption or exchange. Except for transfers to us pursuant to the Amended LLC Agreement or to certain permitted transferees, the holders of LLC Units are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B common stock. Class B common stockholders do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of BRP Group. Pursuant to the Stockholders Agreement, the approval of the Pre-IPO LLC Members, is required for substantially all transactions and other matters requiring approval by our stockholders, in addition to other matters such as changing the number of directors on the board, changing the jurisdiction of incorporation, changing the location of the Company’s headquarters, changing the name of the Company, amendments to governing documents, adopting a shareholder rights plan and any changes to the Company’s fiscal year or public accountants. Approval by the Pre-IPO LLC Members is required for any changes to the strategic direction or scope of BRP Group’s and BRP’s business and the hiring and termination of our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Partnership Officer or other change to senior management or key employees (including terms of compensation). Noncontrolling Interest In connection with the Initial Public Offering and the Reorganization Transactions, BRP Group became the sole managing member of BRP. As a result, 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 members on its consolidated financial statements. Noncontrolling interest previously represented Partners’ equity interests in underlying subsidiaries. Refer to Note 3 for additional information regarding the Reorganization Transactions’ effect on equity. Under the Amended LLC Agreement, BRP’s LLC Members have the right, from and after the completion of the Initial Public Offering (subject to the terms of the Amended LLC Agreement), to require BRP Group to redeem all or a portion of their LLC Units for, at BRP Group’s election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of BRP Group’s Class A common stock for each LLC Unit redeemed. Additionally, in the event of a redemption request by a BRP LLC Member, BRP Group may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be canceled on a one-for-one basis if BRP Group, at the election of a BRP LLC Member, redeems or exchanges LLC Units of such BRP LLC Member pursuant to the terms of the Amended LLC Agreement. Except for transfers to BRP Group pursuant to the Amended LLC Agreement or to certain permitted transferees, BRP’s LLC Members are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B common stock. The following table summarizes the ownership interest in BRP: December 31, 2021 December 31, 2020 Units Percentage Units Percentage Interest in BRP held by BRP Group 58,602,859 51 % 44,953,166 47 % Noncontrolling interest in BRP held by BRP’s LLC Members 56,338,051 49 % 49,828,383 53 % Total 114,940,910 100 % 94,781,549 100 % |
Related Party Transactions (Not
Related Party Transactions (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Several of the Reorganization Transactions discussed previously in these notes to consolidated financial statements are related party transactions entered into between the Company and its equity holders and employees. Refer to Note 3 for additional information regarding the Reorganization Transactions. In addition, the Company has an advisor incentive liability with one of its Risk Advisors. Refer to Note 2 for additional information regarding this related party transaction. Due to/from Related Parties Due to related parties totaling $1.7 million and $19,000 at December 31, 2021 and 2020, respectively, consists of amounts due to related party entities in connection with Partnerships for cash requirements. In September 2021, the Company accelerated recognition of MSI’s maximum contingent earnout and entered into notes payable agreements with each of MSI’s shareholders for a combined principal amount of $61.5 million. The related party notes are payable in full on April 8, 2022. Related Party Debt During April 2016, the Company entered into the Villages Credit Agreement, which provided for a $100.0 million non-revolving line of credit (“Related Party Debt”) with Holding Company of the Villages, Inc. (“Villages”). The Related Party Debt required quarterly interest payments at a fixed rate per annum of 6.5% beginning July 1, 2016 and continuing on the first day of each calendar quarter thereafter until maturity on April 13, 2023. The agreement required that the Company issue Voting Common Units to Villages upon closing and concurrently with each additional advance made after the closing date. Advances on the Related Party Debt were to be made solely to finance permitted acquisitions or for general working capital purposes. During March 2019, the Company amended and restated the Villages Credit Agreement, which (i) increased the principal borrowing amount of the Related Party Debt to $125.0 million, (ii) increased the interest rate to a fixed rate of 8.75% per annum, and (iii) changed the maturity date to September 13, 2024. As consideration for the increase in the interest rate, the Company was no longer required to issue additional Voting Common Units to Villages upon the closing of each additional advance. On October 28, 2019, BRP used a portion of the proceeds it received from the sale of LLC Units to BRP Group in connection with the Initial Public Offering to repay in full the outstanding indebtedness and accrued interest under the Villages Credit Agreement in the amount of $89.0 million and concurrently terminated the Villages Credit Agreement. The Company recorded a loss on debt extinguishment of $6.2 million in connection therewith during the year ended December 31, 2019. During the year ended December 31, 2019, the Company recorded interest expense to Villages of $4.9 million, related to quarterly interest payments. Commission Revenue The Company serves as a broker for Villages. Commission revenue recorded as a result of these transactions was $1.8 million, $1.1 million and $1.3 million, for the years ended years ended December 31, 2021, 2020 and 2019, respectively. The Company serves as a broker for certain entities in which a member of our board of directors has a material interest. Commission revenue recorded as a result of these transactions was $0.3 million, $0.5 million and $0.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Commissions Expense Two brothers of Lowry Baldwin, our Board Chair, collectively received approximately $0.6 million from the Company in Risk Advisor commissions during each of the years ended December 31, 2021 and 2020. Rent Expense The Company has various agreements to lease office space from wholly-owned subsidiaries of Villages. Rent expense ranges from approximately $3,000 to $28,000 per month, per lease. Lease agreements expire on various dates through November 30, 2025. Total rent expense incurred with respect to Villages and its wholly-owned subsidiaries was approximately $0.5 million for each of the years ended December 31, 2021, 2020 and 2019. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Omnibus Incentive Plan and Partnership Inducement Award Plan On October 24, 2019, the Company adopted the BRP Group, Inc. Omnibus Incentive Plan (the “Omnibus Plan”) and on November 27, 2020, the Company adopted the BRP Group, Inc. Partnership Inducement Award Plan (the “Inducement Plan” and collectively, the "Plans") to motivate and reward employees (“Colleagues”) and other individuals to perform at the highest level and contribute significantly to the Company’s success, thereby furthering the best interests of BRP Group’s shareholders. The Plans permits the grant of stock options (both nonqualified and incentive stock options), stock appreciation rights (the “SARs”), restricted stock awards (“RSA”), restricted stock unit (“RSU”) awards, performance-based restricted stock unit (“PSU”) awards, and other performance awards, cash-based awards and share-based awards to the Company’s officers, employees, non-employee directors and consultants and advisors. Such awards may be for partial-year, annual or multi-year periods. Awards granted under the Inducement Plan require a minimum vesting period of one year. The Omnibus Plan and Inducement Plan provide for the Company to make awards of 3,844,044 and 3,000,000 shares of Class A common stock, respectively, at December 31, 2021. Under the Omnibus Plan, the number of shares of Class A common stock reserved for issuance will increase automatically on the first day of each fiscal year by the lesser of (i) 2% of outstanding shares of Class A common stock and Class B common stock on the last day of the immediately preceding fiscal year and (ii) such number of shares as determined by BRP Group’s board of directors. In accordance therewith, the number of authorized shares of Class A common stock reserved for issuance under the Omnibus Plan increased by 2,298,818 shares at January 1, 2022. The Plans are administered by the Compensation Committee, the members of which are independent members of the board of directors. Each contractual term of an award granted is fixed by the Compensation Committee, and except for limited circumstances, the term cannot exceed ten years from the grant date, and vesting is defined by the applicable award agreement. The aggregate value of all compensation paid to a non-employee director under the Omnibus Plan in any calendar year may not exceed $250,000. At December 31, 2021, there were 1,111,870 and 680,991 shares underlying the Omnibus Plan and Inducement Plan, respectively, that were authorized, but not yet granted. The Company issues new shares of Class A common stock upon the exercise of stock options, the vesting of RSUs and performance shares and the grant of restricted stock awards. During the year ended December 31, 2021, the Company made awards of restricted stock, unrestricted stock and performance-based restricted stock units under the Plans to its non-employee directors and Colleagues. Performance-based restricted stock unit awards were issued under the Omnibus Plan in connection with the Long-Term Incentive Plan, which is discussed in further detail below. Shares of unrestricted stock issued to directors and executives during the year ended December 31, 2021 were vested upon issuance while restricted stock issued to Colleagues, Risk Advisors and executive officers generally either cliff vest after 4 years or vest ratably over 3 to 5 years. The following table summarizes the activity for non-vested awards granted by the Company under the Plans: Shares Weighted-Average Grant-Date Fair Value Per Share Outstanding at January 1, 2019 — — Granted 503,684 $ 14.00 Vested and settled (173,440) 13.99 Outstanding at December 31, 2019 330,244 14.00 Granted 709,426 15.79 Vested and settled (175,372) 12.09 Forfeited (38,271) 14.40 Outstanding at December 31, 2020 826,027 15.92 Granted 2,758,207 31.72 Vested and settled (279,494) 21.33 Forfeited (89,009) 22.25 Outstanding at December 31, 2021 3,215,731 28.83 Non-vested shares expected to vest as of December 31, 2021 2,533,446 28.80 The total fair value of shares that vested and settled during the years ended December 31, 2021, 2020 and 2019 was $6.0 million, $2.1 million, and $2.4 million, respectively. Non-vested awards outstanding at December 31, 2021 include 95,822 performance-based restricted stock units expected to vest, which have an aggregate intrinsic value of $3.5 million and a weighted-average remaining contractual term of 2.2 years. Share-based compensation includes expense recognized for management incentive units and advisor incentives, in addition to issuances under the Plans. The Company recognizes share-based compensation expense for the Plans net of actual forfeitures. The Company recorded share-based compensation expense of $19.2 million, $7.7 million, and $4.6 million in connection with the Plans for the years ended December 31, 2021, 2020 and 2019, respectively, which is included in commissions, employee compensation and benefits expense on the consolidated statements of comprehensive loss. The compensation expense recorded for the year ended December 31, 2019 includes $1.1 million associated with certain awards for which the vesting was accelerated in connection with the successful Initial Public Offering. The Company had $75.3 million of total unrecognized compensation cost related to unvested shares at December 31, 2021, which is expected to be recognized over a weighted-average period of 3.0 years. Long-Term Incentive Plan On May 3, 2021, the Company’s Compensation Committee approved a new form of performance-based restricted stock unit award agreement (the “Form PSU Award Agreement”) under the Company’s Omnibus Plan in connection with the granting of performance-based restricted stock unit awards to its executive officers. The Form PSU Award Agreement provides for the granting of PSUs which generally vest in the quarter following the end of a performance period of three years. The number of PSUs, if any, that will be earned pursuant to a PSU award will depend on the level of performance achieved with respect to applicable performance goals during the performance period. On May 3, 2021, the Compensation Committee awarded the Company’s executive officers incentive compensation awards of (i) PSUs with an aggregate target grant date value of $3.1 million and (ii) restricted stock with an aggregate grant date value of $1.0 million. The restricted stock will vest in equal annual installments over five years, with the first installment vesting on March 15, 2022. The incentive compensation awards have an aggregate maximum value of $8.8 million. The fair value of the PSUs was estimated on the grant date using a Monte Carlo analysis to model the value of the PSUs using the following assumptions. Expected volatility between 18% and 172% is based on the 1-year historical volatility of a peer group and other companies that are publicly traded within the Russell 3000 Index. The risk-free interest rate of 0.27% is based on the U.S. Treasury rate in effect at the time of the grant. Expected term of 2.7 years is based on the actual term of the awards. Management Incentive Units Management Incentive Units (“MIUs”) were non-voting units issued to certain senior management. In conjunction with the Reorganization Transactions further detailed in Note 3, MIUs were converted to 5,627,155 restricted shares of Class B common stock and LLC Units, which contain identical vesting conditions to the original MIU issuances. Issuances can vest subject to vesting terms according to time-based benchmarks or performance-based benchmarks that vary between issuance. MIUs are forfeited if certain vesting provisions are not met. Certain MIUs participate in distributions from the date of issuance while other MIUs were issued at a profits interest and therefore only participate in distributions in the event of liquidation. For the MIUs that management deem not probable of vesting, no share-based compensation expense is recorded. There were 2,504,341 Class B shares related to the MIU Plan that were fully vested upon issuance, another 1,165,586 shares vested by December 31, 2019, and 609,500 and 467,237 shares vested during the years ended December 31, 2020 and 2021, respectively. The following table summarizes the number of non-vested shares of Class B common stock related to the MIU Plan that are expected to vest in each of the following years: For the Years Ending December 31, Class B Shares 2022 450,744 2023 429,747 The following table summarizes the activity for awards granted by the Company under the MIU Plan: Shares Weighted-Average Grant-Date Fair Value Per Share Weighted-Average Contractual Term (in years) Outstanding at January 1, 2019 720,180 $ 3.15 1.90 Granted 475,900 7.34 Forfeited (40,000) 2.97 Exchanged for options (10,000) 2.97 Exchanged for Class B common stock (1,146,080) 4.90 Outstanding at December 31, 2019 — — — Valuation Assumptions The fair value of each time-based and performance-based MIUs is estimated on the grant date using the Black-Scholes Model using the assumptions noted in the following table. Expected volatility is based on the historical volatility of a peer group of public and private companies. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The assumptions noted in the table below represent the weighted average of each assumption for each grant during the year. For the Year Ended Expected volatility 26.1 % Expected dividend yield 0.2 % Expected life (in years) 7.0 Risk-free interest rate 3.1 % For certain MIUs granted in May and September 2019, the individuals are not entitled to dividends and therefore, an estimated dividend yield rate of 1.2% and 1.4%, respectively, was applied as management’s best estimate of future dividends based on projections and industry data. |
Retirement Plan (Notes)
Retirement Plan (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement PlanThe Company sponsors a 401(k) retirement plan for Colleagues who meet specific age and service requirements. This plan allows for participants to make salary deferral contributions. Employer matching and profit-sharing contributions to this plan are discretionary. Company contributions were $5.1 million, $1.3 million and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a result of the Initial Public Offering and the Reorganization Transactions, BRP Group became the sole managing member of BRP, which is treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, BRP is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by BRP is passed through to and included in the taxable income or loss of its partners, including BRP Group, on a pro rata basis. BRP Group is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to BRP Group’s allocable share of income of BRP. As the Initial Public Offering occurred during the year ended December 31, 2019, and BRP Group had no business transactions or activities prior to the Initial Public Offering, no amounts related to the provision for income taxes were incurred for the period from January 1, 2019 to October 27, 2019. Components of income tax expense (benefit) include the following: For the Years Ended December 31, (in thousands) 2021 2020 2019 Current Federal $ 11 $ — $ 13 State and local 3 — 4 Total tax expense (benefit) $ 14 $ — $ 17 Deferred Federal $ 4 $ (4) $ — State and local 1 (1) — Total deferred income tax benefit 5 (5) — Total tax expense (benefit) $ 19 $ (5) $ 17 Income tax expense (benefit) at the Company’s effective tax rate differed from the statutory tax rate as follows: For the Years Ended December 31, (in thousands) 2021 2020 2019 Loss before income taxes $ (58,101) $ (29,890) $ (22,437) Noncontrolling interest 7,072 4,415 3,138 Tax provision at statutory rate (21%) (12,201) (6,280) (4,712) Effect of: Valuation allowance 6,942 3,383 2,228 State and local income tax (2,403) (1,215) (1,064) Share-based compensation (467) (175) — MIU issuance 452 22 328 IRC 162(m) 435 — — Meals and entertainment 86 110 79 State rate change (12) (206) — True-up and adjustments 3 (157) — Other 112 98 20 Total income tax expense (benefit) $ 19 $ (5) $ 17 The following table summarizes the components of deferred tax assets and liabilities: December 31, (in thousands) 2021 2020 Deferred tax assets Investment in Partnerships $ 75,368 $ 50,364 Net operating loss 6,018 2,216 Capitalized transaction costs 2,304 2,477 Charitable contributions 143 — 163(j) limitation carryforward 38 — Total deferred tax assets 83,871 55,057 Valuation allowance (83,871) (55,057) Net deferred tax assets $ — $ — Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis and are stated at the tax rates in effect when the temporary differences are expected to be recovered or settled. The Company assessed the future realization of the tax benefit of its existing deferred tax assets and concluded that it is more likely than not that all of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $83.9 million and $55.1 million against its deferred tax assets at December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination for tax years beginning with the year ended December 31, 2019. The Company is not currently subject to income tax audits in any U.S. or state jurisdictions for any tax year. Tax Receivable Agreement BRP intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) effective for each taxable year in which a redemption or exchange of LLC Units and corresponding Class B common stock for shares of Class A common stock occurs. There were exchanges that occurred during 2019 that are expected to result in tax basis adjustments to the assets of BRP that will be allocated to the Company and thus produce favorable tax attributes. The anticipated tax basis adjustments are expected to reduce the amount of tax that BRP Group would otherwise be required to pay in the future. The Company has determined that it is more likely than not that these benefits will not be realized. On October 28, 2019, BRP Group entered into the Tax Receivable Agreement with BRP’s LLC Members that provides for the payment by BRP Group to BRP’s LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that BRP Group actually realizes as a result of (i) any increase in tax basis in BRP assets resulting from (a) previous acquisitions by BRP Group of BRP’s LLC Units from BRP’s LLC Members, (b) the acquisition of LLC Units from BRP’s LLC Members using the net proceeds from any future offering, (c) redemptions or exchanges by BRP’s LLC Members of LLC Units and the corresponding number of shares of Class B common stock for shares of Class A common stock or cash or (d) payments under the Tax Receivable Agreement, and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. This payment obligation is an obligation of BRP Group, Inc. and not of Baldwin Risk Partners, LLC. For purposes of the Tax Receivable Agreement, the cash tax savings in income tax will be computed by comparing the actual income tax liability of BRP Group, Inc. (calculated with certain assumptions) to the amount of such taxes that BRP Group, Inc. would have been required to pay had there been no increase to the tax basis of the assets of Baldwin Risk Partners, LLC as a result of the redemptions or exchanges and had BRP Group, Inc. not entered into the Tax Receivable Agreement. Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. While the actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges, the price of shares of our Class A common stock at the time of the redemption or exchange, the extent to which such redemptions or exchanges are taxable and the amount and timing of our income. The Company will account for the effects of these increases in tax basis and associated payments under the Tax Receivable Agreement arising from future redemptions or exchanges as follows: • record an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the redemption or exchange; • to the extent it is estimated that the Company will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, the Company will reduce the deferred tax asset with a valuation allowance; and • record 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the Tax Receivable Agreement and the remaining 15% of the estimated realizable tax benefit as an increase to additional paid-in capital. All of the effects of changes in any of our estimates after the date of the redemption or exchange will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income. |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to BRP Group, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is computed giving effect to all potentially dilutive shares of Class B common stock. During the periods presented, potentially dilutive securities include restricted stock awards and shares of Class B common stock, which can be exchanged (together with a corresponding number of LLC Units) for shares of Class A common stock on a one-for-one basis. The following potentially dilutive securities were excluded from the Company's diluted weighted-average number of shares outstanding calculation for the periods presented as their inclusion would have been anti-dilutive. For the Years Ended December 31, October 28, 2019 through December 31, 2019 2021 2020 Unvested restricted shares of Class A common stock 3,119,909 826,027 330,244 Shares of Class B common stock 56,338,051 49,828,383 43,257,738 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 following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and net loss per share for the periods presented. The weighted average number of shares of Class A common stock outstanding for the period from October 28, 2019 to December 31, 2019 is based on the actual days in which the shares were outstanding for the period. For the Years Ended December 31, October 28, 2019 through December 31, 2019 (in thousands, except per share data) 2021 2020 Basic and diluted net loss per share: Net loss attributable to BRP Group, Inc. $ (30,646) $ (15,696) $ (8,650) Shares used for basic net loss per share: Basic and diluted weighted-average shares of Class A common stock outstanding 47,588 27,176 17,917 Basic and diluted net loss per share $ (0.64) $ (0.58) $ (0.48) |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020 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 Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: December 31, (in thousands) 2021 2020 Level 2 Interest Rate Caps $ 6,338 $ — Level 2 Assets $ 6,338 $ — Level 3 Contingent earnout liabilities $ 258,589 $ 164,819 Level 3 Liabilities $ 258,589 $ 164,819 Methodologies used for assets and liabilities measured at fair value on a recurring basis within Level 3 of the fair value hierarchy at December 31, 2021 and 2020 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 fair value of interest rate caps was $6.3 million at December 31, 2021. The fair value of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The fair value of the contingent earnout liabilities is based on sales projections for the Partners, 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 $45.2 million, $20.4 million and $10.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be $1.0 billion at December 31, 2021. The Company also had contingently returnable consideration during the year ended December 31, 2020, which represented 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 was based on sales projections for the Partners, which were reassessed each reporting period. Based on the Company’s ongoing assessment of the fair value of contingently returnable consideration, the Company recorded a net decrease in the estimated fair value of such asset of $0.1 million for the year ended December 31, 2020. The contingently returnable consideration measurement period ended on December 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 consideration. 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 4 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, profitability based on earnings before income taxes, depreciation and amortization (“EBITDA”) or the number of rental units tracked. Revenue and EBITDA growth rates generally ranged from 5% to 22% at December 31, 2021 and from 7% to 20% at December 31, 2020. 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 5.00% to 15.50% at December 31, 2021 and from 5.00% to 18.00% at December 31, 2020. 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 Years Ended December 31, 2021 2020 (in thousands) Contingent Earnout Liabilities Contingently Returnable Consideration (1) Contingent Earnout Liabilities Balance at beginning of year $ 164,819 $ 70 $ 48,769 Fair value of contingent consideration issuances (2) 122,622 — 98,523 Change in fair value of contingent consideration 45,196 (70) 20,446 Settlement of contingent consideration (3) (74,048) — (2,919) Balance at end of year $ 258,589 $ — $ 164,819 __________ (1) There was no contingently returnable consideration at December 31, 2021 or 2020. (2) During the year ended December 31, 2021, the Company recorded measurement period adjustments relating to businesses acquired in the fourth quarter of 2020. These adjustments decreased contingent earnout liabilities by $4.7 million, which offsets issuances of $127.3 million from business combinations in the current period. (3) During the year ended December 31, 2021, the Company settled $61.5 million if its contingent earnout liabilities through the issuance of related party notes payable. Refer to Note 15 for additional information. Significantly all of the change in fair value of contingent consideration during the years ended December 31, 2021, 2020 and 2019, respectively, related to assets and liabilities that were held at the end of the respective periods. Fair Value of Other Financial Instruments The fair value of long-term debt and the revolving lines of credit 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 long-term debt and the revolving lines of credit was approximately $904.1 million and $402.0 million at December 31, 2021 and 2020, respectively, compared to outstanding principal amounts of $881.6 million and $399.0 million, respectively. The outstanding principal amount of long-term debt is netted against unamortized debt discount and issuance costs of $23.5 million and $13.6 million at December 31, 2021 and 2020, respectively, for balance sheet presentation. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal 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) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Information BRP Group’s business is divided into four Operating Groups: Middle Market, Specialty, MainStreet, and Medicare. • The Middle Market Operating Group provides expertly-designed commercial risk management, employee benefits solutions and private risk management for mid-to-large size businesses and high net worth individuals, as well as their families. • The Specialty Operating Group consists of two distinct businesses. Our specialty wholesale broker businesses 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 houses our MGA of the Future platform, in which we manufacture proprietary, technology enabled insurance product that is then distributed (in many instances via technology and/or API integrations) internally via our Risk Advisors in Middle Market and MainStreet and externally via select distribution partners, with a focus on sheltered channels where our product delivers speed, ease of use and certainty of execution, and example of which is our national embedded renter’s insurance product sold at point of lease via integrations with property management software providers. • The MainStreet Operating Group offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities. • The Medicare Operating Group offers consultation for government assistance programs and solutions, including traditional Medicare and Medicare Advantage, to seniors and Medicare-eligible individuals through a network of primarily independent contractor agents. In the Medicare Operating Group, BRP 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 our Insurance Company Partners. 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, BRP 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, BRP 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. Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The Corporate and Other non-reportable segment includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Intersegment revenue and expenses are eliminated through the Corporate and Other column. 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 Year Ended December 31, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 363,822 $ 144,455 $ 34,344 $ 27,392 $ (2,723) $ 567,290 Operating expenses: Commissions, employee compensation and benefits (1) 234,652 102,824 22,884 16,309 23,381 400,050 Other operating expenses 50,037 13,716 4,970 5,289 28,150 102,162 Amortization 34,056 11,326 1,617 1,716 5 48,720 Change in fair value of contingent consideration 32,735 11,881 926 (346) — 45,196 Depreciation 1,483 184 255 90 776 2,788 Total operating expenses 352,963 139,931 30,652 23,058 52,312 598,916 Operating income (loss) 10,859 4,524 3,692 4,334 (55,035) (31,626) Other income (expense): Interest income (expense), net (150) (2) — 1 (26,748) (26,899) Other income (expense), net 573 (38) — (4) (107) 424 Total other income (expense) 423 (40) — (3) (26,855) (26,475) Income (loss) before income taxes 11,282 4,484 3,692 4,331 (81,890) (58,101) Income tax expense — — — — 19 19 Net income (loss) $ 11,282 $ 4,484 $ 3,692 $ 4,331 $ (81,909) $ (58,120) Capital expenditures $ 949 $ 590 $ 99 $ 92 $ 3,591 $ 5,321 At December 31, 2021 Total assets $ 2,142,485 $ 549,662 $ 61,322 $ 56,472 $ 66,366 $ 2,876,307 __________ (1) During the year ended December 31, 2021, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $1.5 million; the Specialty Operating Group recorded intercompany commissions and fees revenue from activity with itself of $0.2 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market and Specialty Operating Groups of $0.5 million; and the Medicare Operating Group recorded intercompany commissions and fees revenue from activity with itself of $0.6 million. These intercompany commissions and fees are eliminated through Corporate and Other. For the Year Ended December 31, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 103,393 $ 88,876 $ 30,361 $ 19,320 $ (1,031) $ 240,919 Operating expenses: Commissions, employee compensation and benefits (1) 66,303 67,189 17,852 10,889 11,881 174,114 Other operating expenses 16,319 5,746 4,440 3,504 18,051 48,060 Amortization 7,037 9,131 1,730 1,132 8 19,038 Change in fair value of contingent consideration 143 16,707 3,187 479 — 20,516 Depreciation 586 167 251 53 72 1,129 Total operating expenses 90,388 98,940 27,460 16,057 30,012 262,857 Operating income (loss) 13,005 (10,064) 2,901 3,263 (31,043) (21,938) Other income (expense): Interest income (expense), net 46 — 4 — (7,907) (7,857) Other expense, net (66) (28) — — (1) (95) Total other income (expense) (20) (28) 4 — (7,908) (7,952) Income (loss) before income taxes 12,985 (10,092) 2,905 3,263 (38,951) (29,890) Income tax benefit — — — — (5) (5) Net income (loss) $ 12,985 $ (10,092) $ 2,905 $ 3,263 $ (38,946) $ (29,885) Capital expenditures $ 629 $ 77 $ 109 $ 160 $ 4,494 $ 5,469 At December 31, 2020 Total assets $ 1,194,185 $ 188,360 $ 58,957 $ 43,675 $ 44,737 $ 1,529,914 __________ (1) During the year ended December 31, 2020 , the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $0.5 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of $0.2 million; and the Medicare Operating group recorded intercompany commissions and fees revenue from activity with itself of $0.3 million. Intercompany commissions and fees and intercompany commissions, employee compensation and benefits expense are eliminated through Corporate and Other. For the Year Ended December 31, 2019 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees $ 56,394 $ 44,913 $ 25,533 $ 11,001 $ — $ 137,841 Operating expenses: Commissions, employee compensation and benefits 37,560 32,505 14,727 5,576 6,587 96,955 Other operating expenses 8,396 3,318 3,888 2,079 6,895 24,576 Amortization 1,861 6,466 1,280 381 19 10,007 Change in fair value of contingent consideration (1,378) 13,513 (971) (335) — 10,829 Depreciation 344 11 81 17 89 542 Total operating expenses 46,783 55,813 19,005 7,718 13,590 142,909 Operating income (loss) 9,611 (10,900) 6,528 3,283 (13,590) (5,068) Other income (expense): Interest income (expense), net 37 (32) (8) — (10,637) (10,640) Loss on extinguishment of debt — — — — (6,732) (6,732) Other income, net 3 — — — — 3 Total other income (expense) 40 (32) (8) — (17,369) (17,369) Income (loss) before taxes 9,651 (10,932) 6,520 3,283 (30,959) (22,437) Income tax expense — — — — 17 17 Net income (loss) $ 9,651 $ (10,932) $ 6,520 $ 3,283 $ (30,976) $ (22,454) Capital expenditures $ 256 $ 23 $ 417 $ 10 $ 1,012 $ 1,718 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 membership interests of BRP (the "LLC Units") held by BRP’s LLC members in its consolidated financial statements. BRP and BRP Group have been under the common control of our Chairman, Lowry Baldwin, before and after 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 held 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 continued to control BRP Group subsequent to the Initial Public Offering and Reorganization Transactions. Accordingly, we 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 5 for additional information regarding the Company’s variable interest entities. Topic 810 also requires that the equity of a noncontrolling interest shall be reported in the consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported in the 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. Refer to the Redeemable Noncontrolling Interest and Noncontrolling Interest sections of Note 2 for additional information. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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; the determination of fair value in relation to business combinations, purchase price allocation and valuation of intangible assets and contingent consideration; impairment of long-lived assets including goodwill; valuation of the Tax Receivable Agreement liability and income taxes; and share-based compensation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) to improve the accounting for acquired revenue contracts with customers in business combination by addressing diversity in practice and inconsistency related to (i) the recognition of an acquired contract liability and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 requires that, at acquisition date, an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”) as if it had originated the contracts, while also taking into account how the acquiree applied Topic 606. 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”). The Company earns commission revenue by facilitating the arrangement between Insurance Company Partners and individuals or businesses by providing insurance placement services to insureds (“Clients”) with Insurance Company Partners. Commission revenues are usually a percentage of the premium paid by Clients and generally depend upon the type of insurance, the Insurance Company Partner and the nature of the services provided. In some limited cases, the Company shares commissions with other agents or brokers who have acted jointly with the Company in a transaction. The Company controls the fulfillment of the performance obligation and its relationship with its Insurance Company Partners and the outside agents. Commissions shared with downstream agents or brokers are recorded in commission, employee compensation and benefits expense in the consolidated statements of comprehensive loss. Commissions are earned at a point in time upon the effective date of bound insurance coverage as no performance obligation exists after coverage is bound. Commission revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. The Company earns service fee revenue in its Middle Market segment by receiving negotiated fees in lieu of a commission and consulting revenue from services other than securing insurance coverage. Service fee and consulting revenues from certain agreements are recognized over time depending on when the services within the contract are satisfied and when the Company has transferred control of the related services to the customer. Commissions and fees for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period. However, regardless of the payment terms, commissions are recognized at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. The Company may receive a profit-sharing commission from an Insurance Company Partner, which is based primarily on underwriting results, but may also contain considerations for volume, growth, loss performance, or retention. Profit-sharing commissions represent a form of variable consideration, which includes additional commissions over base commissions received from Insurance Company Partners. Profit-sharing commissions associated with relatively predictable measures are estimated with a constraint applied and recognized at a point in time. The profit-sharing commissions are recorded as the underlying policies that contribute to the achievement of the metric are placed with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available. Profit-sharing commissions associated with loss performance are uncertain, and therefore, are subject to significant reversal through catastrophic loss season and as loss data remains subject to material change. The constraint is relieved when management estimates revenue that is not subject to significant reversal, which often coincides with the earlier of written notice from the Insurance Company Partner that the target has been achieved, or cash collection. Year-end amounts incorporate estimates based on confirmation from Insurance Company Partners after calculation of potential loss ratios that are impacted by catastrophic losses. The consolidated financial statements include estimates based on constraints and incorporates information received from Insurance Company Partners, and where still subject to significant changes in estimates due to loss ratios and external factors that are outside of the Company’s control, a full constraint is applied. The Company pays an incremental amount of compensation in the form of producer commissions on new business. These incremental costs are capitalized as deferred commission expense and amortized over five years, which represents management’s estimate of the average period over which a Client maintains its initial coverage relationship with the original Insurance Company Partner. The Company has concluded that this period is consistent with the transfer to the customer of the services to which the asset relates. 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. The Company earns policy fee revenue for acting in its capacity as a managing general agent (“MGA”) on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions during the term of the insurance policy. Policy fee revenue is deferred and recognized over the life of the policy. These deferred amounts are recognized as contract liabilities, which is included as a component of accrued expenses and other current liabilities on the consolidated balance sheets. The Company earns installment fee revenue related to policy premiums paid on an installment basis for payment processing services performed on behalf of the Insurance Company Partner. The Company recognizes installment fee revenue in the period the services are performed. |
Cash and Cash Equivalents | Cash Equivalents The Company considers all highly liquid short-term instruments with original maturities of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash includes amounts that are legally restricted as to use or withdrawal. Restricted cash represents cash collected from customers that is payable to Insurance Company Partners and for which segregation of this cash is required by contract with the relevant insurance company providing coverage or by law within the state. The Company also holds restricted cash specifically in its role as an MGA. |
Premiums, Commissions and Fees Receivable, Net | Premiums, Commissions and Fees Receivable, Net In its capacity as an insurance agent or broker, the Company typically collects premiums from Clients, and after deducting its authorized commissions, remits the net premiums to the appropriate Insurance Company Partners. Accordingly, premiums receivable reflect these amounts due from Clients. In other circumstances, the Insurance Company Partners collect the premiums directly from Clients and remit the applicable commissions to the Company. Accordingly, commissions receivable reflect these amounts due from Insurance Company Partners. Fees receivable primarily represent amounts due from Clients of the Company’s services division. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at cost. For financial reporting purposes, depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Years Building 39 Leasehold improvements 3 - 10 Furniture 5 - 7 Office and computer equipment 3 - 7 Website development 7 Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful life or the reasonably assured lease term at inception of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts. The difference between the net book value of the assets and proceeds from disposal is recognized as a gain or loss on disposal, which is included in other income (expense), net in the consolidated statements of comprehensive loss. Routine maintenance and repairs are charged to expense as incurred, while costs of improvements and renewals are capitalized. Property and equipment is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is measured as the amount by which the carrying value of the asset exceeds its fair value. |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill The majority of the Company’s intangible assets are acquired in connection with strategic acquisitions made by the Company (“Partnerships”). Intangible assets identified in a Partnership are recorded at fair value on the acquisition date. The excess of the purchase price in a business combination over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed is assigned to goodwill. Intangible assets are stated at cost, less accumulated amortization, and consist of purchased customer accounts, distributor relationships, carrier relationships, software and trade names acquired in connection with business combinations. Purchased customer accounts, distributor relationships, carrier relationships and trade names are being amortized based on a pattern of economic benefit over an estimated life of 1 to 20 years. Purchased customer accounts primarily consist of records and files that contain information about insurance policies and the related Clients that are essential to policy renewals. Distributor relationships consist of relationships with distributors that were not previously established. Carrier relationships consist of the infrastructure for fulfilling services as an MGA on behalf of the Insurance Company Partner. Trade names consist of acquired business names with potential customer base recognition. Intangible assets also include software, which is amortized on the straight-line basis over an estimated useful life of 2 to 5 years. We review our definite-lived intangible assets and other long-lived assets for impairment at least annually or whenever an event occurs that indicates the carrying amount of an asset may not be recoverable. No impairment was recorded for the years ended December 31, 2021, 2020 or 2019. |
Deferred Financing Costs, Net | Deferred Financing Costs, Net Deferred financing costs consist of origination fees and debt issuance costs related to obtaining credit facilities. The Company has recorded these costs as an asset and liability on the consolidated balance sheets in accordance with ASC Topic 835-30, Interest. Deferred financing costs associated with revolving credit facilities are included in other assets on the consolidated balance sheets while those related to term loans are recorded as an offset to long-term debt. Deferred financing costs included in other assets were $4.9 million and $4.8 million, net of accumulated amortization of $1.8 million and $1.1 million, at December 31, 2021 and 2020, respectively. Deferred financing costs and original issue discount included in long-term debt totaled $26.6 million and $14.0 million, net of accumulated amortization of $3.2 million and $0.4 million, at December 31, 2021 and 2020, respectively. Such costs are amortized using the effective interest method over the terms of the respective debt. Amortization of deferred financing costs, which is included in interest expense, net in the accompanying consolidated statements of comprehensive loss, was approximately $3.5 million, $1.0 million, and $1.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Derivative Instruments | Derivative Instruments The Company utilizes derivative financial instruments, consisting of interest rate caps, to manage the Company’s interest rate exposure. Derivative instruments are recognized as assets or liabilities at fair value on the consolidated balance sheets. The Company has not designated these derivatives as hedging instruments for accounting purposes and, accordingly, the changes in fair value of these derivatives are recognized in earnings. Cash payments and receipts under the derivative instruments are classified within cash flows from financing activities on the accompanying statements of cash flows. The Company does not use derivative instruments for trading or speculative purposes. |
Self Insurance Reserve | Self-Insurance Reserve The Company converted to a self-insured health insurance plan beginning in March 2020 for which it carries an insurance program with specific retention levels or high per-claim deductibles for expected losses. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported ("IBNR") claims at the anticipated cost that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, the Company considers actuarial assumptions and judgments regarding economic conditions and the frequency and severity of claims. The Company had an IBNR reserve of $1.1 million and $0.7 million at December 31, 2021 and 2020, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. |
Leases | Leases Leases are classified at their commencement date, which is defined as the date on which the lessor makes the underlying asset available for use by the lessee, as either operating or finance leases based on the economic substance of the agreement. We recognize right-of-use assets and lease liabilities on our consolidated balance sheets for operating leases. Lease liabilities are measured at the lease commencement date as the present value of the future lease payments using the interest rate implicit in the lease if readily determinable. Otherwise, the Company utilizes its incremental borrowing rate as of the lease commencement date. Lease right-of-use assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. Operating lease expenses on capitalized leases and short-term leases are recognized on a straight-line basis over the respective lease term, inclusive of rent escalation provisions and rent holidays, as a component of other operating expense in the consolidated statements of comprehensive loss. |
Contingent Earnout Liabilities | Contingent Earnout Liabilities The Company accounts for contingent consideration relating to business combinations as either contingently returnable consideration or a contingent earnout liability and a decrease (increase) to goodwill at the date of the acquisition and continually remeasures the asset or liability at each balance sheet date by recording changes in the fair value through change in fair value of contingent consideration in the consolidated statements of comprehensive loss. The ultimate settlement of contingently returnable consideration and contingent earnout liabilities relating to business combinations may be for amounts that are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations. The Company accounts for contingent consideration relating to asset acquisitions as a contingent earnout liability and an increase to the cost of the acquired assets on a relative fair value basis at the date of the acquisition. Once recognized, the contingent earnout liability is not derecognized until the contingency is resolved and the consideration is issued or becomes issuable. If the amount initially recognized as a liability exceeds the fair value of the contingent consideration issued or issuable, the entity recognizes that amount as a reduction of the cost of the asset acquisition. The ultimate settlement of contingent earnout liabilities relating to asset acquisitions may be for amounts that are materially different from the amounts initially recorded. The Company determines the fair value of contingently returnable consideration and contingent earnout liabilities based on future cash flow projections under various potential scenarios and weighs the probability of these outcomes as discussed further in Note 20. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) , requires noncontrolling interests that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Prior to the Reorganization Transactions, the equity securities of certain of the Company’s noncontrolling interests contained an embedded put feature that was redeemable at the election of the interest holder. The Company had no control over whether the put option was exercised, and therefore, redemption was outside the Company’s control. As such, these equity securities were recorded as redeemable noncontrolling interests. Redeemable noncontrolling interests are reported at estimated redemption value measured as the greater of estimated fair value at the end of each reporting period or the historical cost basis of the redeemable noncontrolling interest adjusted for cumulative earnings or loss allocations. The resulting increases or decreases to redemption value, if applicable, are recognized as adjustments to retained earnings. |
Noncontrolling Interest | 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 consolidated balance sheets. Noncontrolling interest as presented for the year ended December 31, 2019 consists of the noncontrolling interest holdings of BRP Group subsequent to the Reorganization Transactions. The controlling interest holdings of BRP for the period from January 1, 2019 through October 27, 2019 have been reclassified to noncontrolling interest holdings of BRP Group for presentation of activity for the year ended December 31, 2019. |
Income Taxes | Income Taxes BRP has been, and will continue to be, treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, BRP’s taxable income or loss is included in the taxable income of its members. Accordingly, no income tax expense was recorded for federal and state and local jurisdictions for periods prior to the Initial Public Offering. BRP Group is a taxable entity and in connection with the Initial Public Offering and the Reorganization Transactions completed on October 28, 2019, the Company became a taxable entity. In addition, BRP Colleague Inc., a subsidiary of BRP Group, was formed as a C Corporation during 2017 and is a taxable entity. The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company and its subsidiaries follow ASC Topic 740, Income Taxes . A component of this standard prescribes a recognition and measurement threshold of uncertain tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management has evaluated the Company’s tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company does not expect any of its tax positions to change significantly in the near term. |
Tax Receivable Agreement | Tax Receivable Agreement The Company’s purchase of BRP’s LLC Units concurrent with the Initial Public Offering, and the future exchanges of LLC Units from BRP’s LLC Members and the corresponding number of shares of Class B common stock for shares of Class A common stock, is expected to result in increases in its share of the tax basis of the tangible and intangible assets of BRP, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to BRP Group. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that BRP Group would otherwise be required to pay in the future. BRP Group has entered into a Tax Receivable Agreement, with the other members of BRP that requires it to pay them 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that BRP Group actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the recipients described above and certain other tax benefits attributable to payments under the Tax Receivable Agreement. |
Share-based Compensation | Share-Based Compensation Share-based payments to employees and non-employee directors are measured based on the estimated grant-date fair value. The grant-date fair value of unrestricted and restricted stock awards is equal to the market value of BRP Group’s Class A common stock on the date of grant. We offer awards which vest based on service conditions, performance conditions, or market conditions. We apply the Black-Scholes option-pricing model, a Monte Carlo Simulation, or a lattice model, depending on the vesting conditions, in determining the fair value of performance-based restricted stock unit awards to employees. The Company recognizes share-based compensation expense over the requisite service period for awards expected to ultimately vest. The Company recognizes forfeitures as they occur. Advisor Incentive Plan Prior to the Company's Initial Public Offering, BRP had advisor incentive agreements with several of its producers (“Risk Advisors”) to incentivize them to stay with the Company and grow their book of business. The incentive rights had a deposit buy-in requirement payable in the form of payroll withholding or other cash payments for which the Company recorded an advisor incentive liability. The incentive rights could be converted to LLC Units after the achievement of certain milestones, subject to approval at the discretion of management. Risk Advisors were deemed probable of meeting the performance condition after having achieved the first milestone related to their advisor incentive agreements. The Company’s obligation related to advisor incentive liabilities of all but one Risk Advisor was settled in connection with the Reorganization Transactions as discussed in Note 3. One Risk Advisor chose not to convert his incentive rights into common stock of BRP Group. As a result, this advisor’s incentive liability remains outstanding at December 31, 2021. Advisor incentive liabilities, which are included in other liabilities on the consolidated balance sheets, were approximately $3.6 million and $2.4 million at December 31, 2021 and 2020, respectively. The Company continues to account for the remaining advisor incentive award as liability-classified share-based payment awards under ASC 718, Compensation - Stock Compensation (“Topic 718”). The Company estimates the fair value of the expected buyout amount each reporting period and records compensation expense and an increase to the advisor incentive liability and will continue to do so until a termination event occurs. Compensation expense for advisor incentive liabilities is included in commissions, employee compensation and benefits in the consolidated statements of comprehensive loss. Participation Unit Ownership Plan During 2019, the Company had a Participation Unit Ownership Plan (the “Participation Plan”), which offered certain Colleagues additional incentives to promote success. The Participation Plan permitted the grant of up to 100,000 participation units, to be settled in cash only. Participation units vested on the fifth anniversary of the date of the grant unless a qualifying event occurs, as outlined in the Participation Plan agreement. The Company’s obligation under the Participation Plan was settled in connection with the Reorganization Transactions as discussed in Note 3. |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsThe carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, premiums, commissions and fees receivable, premiums payable to insurance companies and accrued expenses and other current liabilities, approximate their fair values because of the short maturity and liquidity of those instruments. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company manages this risk by using high credit worthy 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. For the year ended December 31, 2020, one Insurance Company Partner accounted for approximately 13% of the Company’s total core commissions. For the year ended December 31, 2019, two Insurance Company Partners accounted for approximately 14% and 10% of the Company’s total core commissions. There were no concentrations for the year ended December 31, 2021. |
Business and Basis of Present_2
Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cumulative Effect from applying Topic 842 on Consolidated Balance Sheets | The cumulative effect of applying Topic 842 on our consolidated balance sheets as of January 1, 2021 was as follows: (in thousands) Balances as of December 31, 2020 as Previously Reported Effect of Adoption of Topic 842 Balances as of January 1, 2021 Assets: Prepaid expenses and other current assets $ 4,447 $ (169) $ 4,278 Right-of-use assets — 55,643 55,643 Total assets 1,529,914 55,474 1,585,388 Liabilities: Accrued expenses and other current liabilities (1) $ 51,490 $ 5,783 $ 57,273 Operating lease liabilities, non-current — 48,699 48,699 Total liabilities 759,946 54,482 814,428 __________ (1) Effect of adoption of Topic 842 for accrued expenses and other current assets includes adjustments of $(1.9) million to deferred rent liabilities and $7.7 million to current portion of operating lease liabilities. |
Quarterly Financial Data | The following tables summarize the Company’s unaudited consolidated financial data on a quarterly basis for years ended December 31, 2021. For the 2021 Quarters Ended (in thousands) March 31 (1) June 30 (1) September 30 (1) December 31 Commissions and fees $ 152,828 $ 119,706 $ 135,556 $ 159,200 Total operating expenses 115,878 133,242 152,739 197,057 Operating income (loss) 36,950 (13,536) (17,183) (37,857) Total other expenses (5,643) (6,905) (7,418) (6,509) Income (loss) before income taxes 31,307 (20,441) (24,601) (44,366) Income tax expense — — — 19 Net income (loss) 31,307 (20,441) (24,601) (44,385) Net income (loss) attributable to noncontrolling interests 16,001 (10,348) (11,389) (21,738) Net income (loss) attributable to BRP Group, Inc. $ 15,306 $ (10,093) $ (13,212) $ (22,647) Basic earnings (loss) per share $ 0.35 $ (0.23) $ (0.28) $ (0.41) Diluted earnings (loss) per share 0.33 (0.23) (0.28) (0.41) __________ (1) As a result of our adoption of Topic 842 as of January 1, 2021, quarterly amounts presented in our prior Quarterly Reports on Form 10-Q were revised. Total operating expenses, income (loss) before taxes and net income (loss) were each adjusted by $(0.7) million, $0.3 million and $0.4 million for the first, second and third quarters of 2021, respectively. Basic earnings (loss) per share was adjusted by $0.02 and $(0.01) for each of the first and second quarters of 2021, respectively. Diluted earnings (loss) per share was adjusted by $0.01 and $(0.01) for each of the first and second quarters of 2021, respectively. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant And Equipment Useful Life Table | For financial reporting purposes, depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Years Building 39 Leasehold improvements 3 - 10 Furniture 5 - 7 Office and computer equipment 3 - 7 Website development 7 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 year ended December 31, 2021. (in thousands) Rogers-Gray Founder Shield The Capital Group K&S Insurance Agency JGS WGB CRP All Others (1) Totals Cash consideration paid $ 135,135 $ 20,863 $ 28,558 $ 79,861 $ 155,513 $ 101,077 $ 131,908 $ 64,373 $ 717,288 Fair value of contingent earnout consideration 18,976 18,033 10,006 11,273 19,573 14,371 17,852 17,261 127,345 Fair value of equity interest 39,765 14,624 13,393 24,826 44,385 22,553 24,179 10,882 194,607 Deferred payment 1,608 2,985 10,336 22 193 1,274 1,830 4,747 22,995 Total consideration $ 195,484 $ 56,505 $ 62,293 $ 115,982 $ 219,664 $ 139,275 $ 175,769 $ 97,263 $ 1,062,235 Cash $ 2,674 $ 221 $ 613 $ 2,217 $ 335 $ 385 $ 848 $ 4,437 $ 11,730 Restricted cash 4,211 3,199 — — 6,996 1,297 19,188 162 35,053 Premiums, commissions and fees receivable 9,713 3,810 3,940 5,867 12,564 13,785 67,514 4,187 121,380 Property and equipment 1,324 — — — 1,431 1,034 203 43 4,035 Other assets 589 52 — — 282 1,657 — 41 2,621 Intangible assets 76,169 9,402 26,399 53,750 86,078 72,619 82,053 32,908 439,378 Goodwill 109,145 45,810 32,251 59,146 126,696 58,569 85,664 62,164 579,445 Total assets acquired 203,825 62,494 63,203 120,980 234,382 149,346 255,470 103,942 1,193,642 Premiums payable to insurance companies (5,898) (5,831) — (4,209) (12,336) — (75,133) (4,511) (107,918) Producer commissions payable (749) — (906) (774) (481) (3,369) (17) (555) (6,851) Accrued expenses and other current liabilities (1,694) (158) (4) (15) (1,901) (6,702) (4,551) (1,613) (16,638) Total liabilities acquired (8,341) (5,989) (910) (4,998) (14,718) (10,071) (79,701) (6,679) (131,407) Net assets acquired $ 195,484 $ 56,505 $ 62,293 $ 115,982 $ 219,664 $ 139,275 $ 175,769 $ 97,263 $ 1,062,235 Maximum potential contingent earnout consideration $ 72,446 $ 77,554 $ 29,888 $ 51,426 $ 91,425 $ 49,628 $ 99,455 $ 73,338 $ 545,160 __________ (1) The "All Others" column includes amounts for the LeaseTrack, Medicare Help Now, Only Medicare Solutions, Seniors’ Insurance Services, Mid-Continent, EBSME, River Oak Risk, Brush Creek Partners and Arcana business combinations. |
Schedule of Weighted-Average Useful Lives of Intangible Assets Acquired in Business Combinations | The intangible assets acquired in connection with business combinations during the year ended December 31, 2021 have an estimated weighted-average life as follows: (in thousands) Amount Weighted-Average Life Purchased customer accounts 350,313 19.4 years Distributor relationships 68,241 20.0 years Software 10,918 4.6 years Trade names 9,906 5.0 years |
Unaudited Pro Forma Consolidated Results of Operations for Business Combinations | 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, Mid-Continent, RogersGray, EBSME, FounderShield, The Capital Group, River Oak Risk, K&S Insurance Agency, JGS, WGB, CRP, Brush Creek Partners and Arcana 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 Years Ended December 31, (unaudited) (in thousands, except per share data) 2021 2020 Pro forma results: Total revenues $ 719,320 $ 429,953 Net loss (34,667) (34,907) Net loss attributable to BRP Group, Inc. (19,147) (17,613) Basic and diluted loss per share $ (0.40) (0.62) Weighted-average shares of Class A common stock outstanding - basic and diluted 48,222 28,225 __________ (1) Reflects annual GAAP revenue/net loss, plus revenue/net income (loss) from Partnerships in the unowned portion of the period based on a quality of earnings review and not an audit, in each case, at the time the due diligence was conducted and may not include full revenue run rate for partial period impacts in the quality of earnings review and revenue growth between the quality of earnings review and the period close date, which may be three to six months delayed. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table provides disaggregated commissions and fees revenue by major source: For the Years Ended December 31, (in thousands) 2021 2020 2019 Direct bill revenue (1) $ 269,603 $ 104,875 $ 70,835 Agency bill revenue (2) 202,892 91,662 43,619 Profit-sharing revenue (3) 37,392 16,397 9,598 Consulting and service fee revenue (4) 29,047 3,509 2,709 Policy fee and installment fee revenue (5) 19,858 15,236 8,154 Other income (6) 8,498 9,240 2,926 Total commissions and fees $ 567,290 $ 240,919 $ 137,841 __________ (1) Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners to provide 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 to provide 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) Service fee revenue is earned by receiving negotiated fees in lieu of a commission and consulting revenue is earned by providing specialty insurance consulting. (5) 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. (6) Other income consists of Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns in addition to other ancillary income and premium financing income generated across all Operating Groups. |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Schedule of Contract Assets and Liabilities | The balances of contract assets and liabilities arising from contracts with customers were as follows: December 31, (in thousands) 2021 2020 Contract assets $ 168,550 $ 80,213 Contract liabilities 18,178 11,606 |
Deferred Commission Expense (Ta
Deferred Commission Expense (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 the Years (in thousands) 2021 2020 Balance at beginning of year $ 4,751 $ 3,621 Costs capitalized 8,812 2,528 Amortization (2,227) (1,398) Balance at end of year $ 11,336 $ 4,751 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, (in thousands) 2021 2020 Leasehold improvements $ 7,967 $ 5,297 Office and computer equipment 9,151 4,263 Furniture 3,970 2,845 Building 400 400 Website development 184 16 Land 100 100 Construction in process — 83 Total property and equipment 21,772 13,004 Accumulated depreciation (4,298) (1,985) Property and equipment, net $ 17,474 $ 11,019 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: December 31, 2021 December 31, 2020 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Purchased customer accounts (1) $ 851,445 $ (54,481) $ 796,964 $ 501,512 $ (18,604) $ 482,908 Distributor relationships 100,621 (3,814) 96,807 32,380 (1,377) 31,003 Software 41,743 (18,265) 23,478 30,828 (10,801) 20,027 Trade names (1) 24,189 (3,583) 20,606 14,439 (932) 13,507 Carrier relationships 7,859 (1,247) 6,612 7,859 (984) 6,875 Totals $ 1,025,857 $ (81,390) $ 944,467 $ 587,018 $ (32,698) $ 554,320 __________ (1) During the year ended December 31, 2021, the Company recorded measurement period adjustments relating to certain businesses acquired in the fourth quarter of 2020, which decreased purchased customer accounts and trade names by $4.6 million and $0.2 million, respectively. |
Schedule of Future Amortization Expense for Intangible Assets | Future annual estimated amortization expense over the next five years for intangible assets is as follows (in thousands): For the Years Ending December 31, Amortization 2022 $ 70,174 2023 71,268 2024 67,213 2025 65,627 2026 60,788 |
Schedule of Goodwill | The changes in carrying value of goodwill by Operating Group for the periods 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 473,926 5,204 — 7,902 487,032 Balance at December 31, 2020 526,858 65,319 38,892 20,433 651,502 Goodwill of acquired businesses 376,475 198,699 — 4,271 579,445 Measurement period adjustments (1) (2,206) — — — (2,206) Balance at December 31, 2021 $ 901,127 $ 264,018 $ 38,892 $ 24,704 $ 1,228,741 __________ (1) Measurement period adjustments relating to businesses acquired in the fourth quarter of 2020 decreased assets other than goodwill by $5.4 million, decreased liabilities by $5.1 million and decreased cash consideration by $2.5 million. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2021 2020 Accrued compensation and benefits $ 22,460 $ 10,826 Contract liabilities 18,178 11,606 Current portion of operating lease liabilities 12,520 — Deferred consideration payments 12,355 8,155 Accrued expenses 9,731 13,032 Current portion of long-term debt 8,521 4,000 Tax distribution payable 5,072 — Other 3,386 3,871 Accrued expenses and other current liabilities $ 92,223 $ 51,490 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Future annual maturities of the Term Loan B are as follows as of December 31, 2021: (in thousands) Amount Payments for the years ending December 31, 2022 $ 8,521 2023 8,521 2024 8,521 2025 8,521 2026 8,521 Thereafter 804,018 Total long-term debt 846,623 Less: unamortized debt discount and issuance costs (23,488) Net long-term debt $ 823,135 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities Related to Operating Leases | Operating lease right-of-use assets and lease liabilities as of December 31, 2021 and January 1, 2021 (the date of adoption of Topic 842) were as follows: (in thousands) December 31, 2021 January 1, 2021 Assets: Right-of-use assets, operating, net $ 81,646 $ 55,643 Liabilities: Operating lease liabilities, current portion $ 12,520 $ 7,668 Operating lease liabilities, non-current 71,357 48,699 Total $ 83,877 $ 56,367 |
Schedule of Lease Costs and Other Information Related to Leases | The components of the lease costs for the year ended December 31, 2021 were as follows: (in thousands) December 31, 2021 Operating lease costs $ 13,086 Variable lease costs 2,853 Supplemental cash flow information relating to our leases for the year ended December 31, 2021 was as follows (in thousands): (in thousands) December 31, 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 11,562 Operating lease non-cash items: Right-of-use assets obtained in exchange for operating lease liabilities $ 86,524 Right-of-use assets increased through lease modifications and reassessments 6,131 Weighted average remaining lease terms and discount rates at December 31, 2021 were as follows: (in thousands) December 31, 2021 Operating Leases: Remaining lease term 6.6 years Discount rate 3.6 % |
Schedule of Future Minimum Rental Payments for Operating Leases Post Adoption of Topic 842 | Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2021 were as follows: (in thousands) Minimum Lease Payments For the years ending December 31, 2022 $ 15,285 2023 14,134 2024 13,862 2025 12,556 2026 11,017 Thereafter 28,665 Total minimum lease payments 95,519 Less: amounts representing interest or imputed interest (11,642) Present value of lease liabilities $ 83,877 |
Schedule of Future Minimum Rental Payments for Operating Leases Prior to Adoption of Topic 842 | Prior to adoption of Topic 842, future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2020, which were undiscounted and excluded non-lease components were as follows (in thousands): (in thousands) Minimum Lease Payments For the years ending December 31, 2021 $ 11,128 2022 9,477 2023 8,121 2024 7,489 2025 6,535 Thereafter 19,010 Total minimum lease payments $ 61,760 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) and Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Rollforward of Common Stock Outstanding since the Initial Public Offering | The following table shows a rollforward of our common stock outstanding since the Initial Public Offering: Class A Common Stock Class B Common Stock Shares issued at October 28, 2019 — — Shares issued to the public in the Initial Public Offering 18,859,300 — Shares issued for the Voting Common Units of two minority founders — 5,701,107 Shares issued in exchange for Villages Units — 3,077,559 Shares issued in exchange for Rollover Members’ Units — 9,615,911 Shares issued for Majority Founder’s Units — 18,933,907 Shares issued for Non-Voting Common Units — 232,596 Shares issued for Management Incentive Units — 5,627,155 Restricted stock grants in connection with Initial Public Offering 500,930 — Restricted stock grants subsequent to the Initial Public Offering 2,754 — Shares issued to executive officer — 69,503 Shares issued at December 31, 2019 19,362,984 43,257,738 Shares issued to the public in follow-on offerings 23,287,500 — Shares redeemed in connection with follow-on offerings — (4,091,667) Shares issued in connection with Partnerships 1,415,837 11,004,696 Redemption of Class B shares of common stock for Class A shares 253,599 (253,599) Restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 633,246 — Shares repurchased — (88,785) Shares issued at December 31, 2020 44,953,166 49,828,383 Shares issued to the public in follow-on offerings 9,200,000 — Shares issued in connection with Partnerships 1,053,190 7,441,139 Common stock and restricted stock grants under Incentive Plan, net of forfeitures and shares withheld for taxes 1,558,694 — Common stock and restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 906,338 — Redemption of Class B shares of common stock for Class A shares 931,471 (931,471) Shares issued at December 31, 2021 58,602,859 56,338,051 |
Schedule of Ownership Interest by Noncontrolling Interest | The following table summarizes the ownership interest in BRP: December 31, 2021 December 31, 2020 Units Percentage Units Percentage Interest in BRP held by BRP Group 58,602,859 51 % 44,953,166 47 % Noncontrolling interest in BRP held by BRP’s LLC Members 56,338,051 49 % 49,828,383 53 % Total 114,940,910 100 % 94,781,549 100 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Activity for Non-Vested Awards Granted under the Omnibus Plan | The following table summarizes the activity for non-vested awards granted by the Company under the Plans: Shares Weighted-Average Grant-Date Fair Value Per Share Outstanding at January 1, 2019 — — Granted 503,684 $ 14.00 Vested and settled (173,440) 13.99 Outstanding at December 31, 2019 330,244 14.00 Granted 709,426 15.79 Vested and settled (175,372) 12.09 Forfeited (38,271) 14.40 Outstanding at December 31, 2020 826,027 15.92 Granted 2,758,207 31.72 Vested and settled (279,494) 21.33 Forfeited (89,009) 22.25 Outstanding at December 31, 2021 3,215,731 28.83 Non-vested shares expected to vest as of December 31, 2021 2,533,446 28.80 |
Schedule of Non-Vested Shares of Class B Common Stock related to Management Incentive Plan Expected to Vest | The following table summarizes the number of non-vested shares of Class B common stock related to the MIU Plan that are expected to vest in each of the following years: For the Years Ending December 31, Class B Shares 2022 450,744 2023 429,747 |
Schedule of Activity for Awards Granted under the Management Incentive Units Plan | The following table summarizes the activity for awards granted by the Company under the MIU Plan: Shares Weighted-Average Grant-Date Fair Value Per Share Weighted-Average Contractual Term (in years) Outstanding at January 1, 2019 720,180 $ 3.15 1.90 Granted 475,900 7.34 Forfeited (40,000) 2.97 Exchanged for options (10,000) 2.97 Exchanged for Class B common stock (1,146,080) 4.90 Outstanding at December 31, 2019 — — — |
Schedule of Valuation Assumptions | The assumptions noted in the table below represent the weighted average of each assumption for each grant during the year. For the Year Ended Expected volatility 26.1 % Expected dividend yield 0.2 % Expected life (in years) 7.0 Risk-free interest rate 3.1 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | Components of income tax expense (benefit) include the following: For the Years Ended December 31, (in thousands) 2021 2020 2019 Current Federal $ 11 $ — $ 13 State and local 3 — 4 Total tax expense (benefit) $ 14 $ — $ 17 Deferred Federal $ 4 $ (4) $ — State and local 1 (1) — Total deferred income tax benefit 5 (5) — Total tax expense (benefit) $ 19 $ (5) $ 17 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) at the Company’s effective tax rate differed from the statutory tax rate as follows: For the Years Ended December 31, (in thousands) 2021 2020 2019 Loss before income taxes $ (58,101) $ (29,890) $ (22,437) Noncontrolling interest 7,072 4,415 3,138 Tax provision at statutory rate (21%) (12,201) (6,280) (4,712) Effect of: Valuation allowance 6,942 3,383 2,228 State and local income tax (2,403) (1,215) (1,064) Share-based compensation (467) (175) — MIU issuance 452 22 328 IRC 162(m) 435 — — Meals and entertainment 86 110 79 State rate change (12) (206) — True-up and adjustments 3 (157) — Other 112 98 20 Total income tax expense (benefit) $ 19 $ (5) $ 17 |
Schedule of Deferred Tax Assets and Liabilities | The following table summarizes the components of deferred tax assets and liabilities: December 31, (in thousands) 2021 2020 Deferred tax assets Investment in Partnerships $ 75,368 $ 50,364 Net operating loss 6,018 2,216 Capitalized transaction costs 2,304 2,477 Charitable contributions 143 — 163(j) limitation carryforward 38 — Total deferred tax assets 83,871 55,057 Valuation allowance (83,871) (55,057) Net deferred tax assets $ — $ — |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and net loss per share for the periods presented. The weighted average number of shares of Class A common stock outstanding for the period from October 28, 2019 to December 31, 2019 is based on the actual days in which the shares were outstanding for the period. For the Years Ended December 31, October 28, 2019 through December 31, 2019 (in thousands, except per share data) 2021 2020 Basic and diluted net loss per share: Net loss attributable to BRP Group, Inc. $ (30,646) $ (15,696) $ (8,650) Shares used for basic net loss per share: Basic and diluted weighted-average shares of Class A common stock outstanding 47,588 27,176 17,917 Basic and diluted net loss per share $ (0.64) $ (0.58) $ (0.48) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value by Balance Sheet Grouping | The following table summarizes Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: December 31, (in thousands) 2021 2020 Level 2 Interest Rate Caps $ 6,338 $ — Level 2 Assets $ 6,338 $ — Level 3 Contingent earnout liabilities $ 258,589 $ 164,819 Level 3 Liabilities $ 258,589 $ 164,819 |
Schedule of Changes in Assets and 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 Years Ended December 31, 2021 2020 (in thousands) Contingent Earnout Liabilities Contingently Returnable Consideration (1) Contingent Earnout Liabilities Balance at beginning of year $ 164,819 $ 70 $ 48,769 Fair value of contingent consideration issuances (2) 122,622 — 98,523 Change in fair value of contingent consideration 45,196 (70) 20,446 Settlement of contingent consideration (3) (74,048) — (2,919) Balance at end of year $ 258,589 $ — $ 164,819 __________ (1) There was no contingently returnable consideration at December 31, 2021 or 2020. (2) During the year ended December 31, 2021, the Company recorded measurement period adjustments relating to businesses acquired in the fourth quarter of 2020. These adjustments decreased contingent earnout liabilities by $4.7 million, which offsets issuances of $127.3 million from business combinations in the current period. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 non-reportable segment includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Intersegment revenue and expenses are eliminated through the Corporate and Other column. 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 Year Ended December 31, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 363,822 $ 144,455 $ 34,344 $ 27,392 $ (2,723) $ 567,290 Operating expenses: Commissions, employee compensation and benefits (1) 234,652 102,824 22,884 16,309 23,381 400,050 Other operating expenses 50,037 13,716 4,970 5,289 28,150 102,162 Amortization 34,056 11,326 1,617 1,716 5 48,720 Change in fair value of contingent consideration 32,735 11,881 926 (346) — 45,196 Depreciation 1,483 184 255 90 776 2,788 Total operating expenses 352,963 139,931 30,652 23,058 52,312 598,916 Operating income (loss) 10,859 4,524 3,692 4,334 (55,035) (31,626) Other income (expense): Interest income (expense), net (150) (2) — 1 (26,748) (26,899) Other income (expense), net 573 (38) — (4) (107) 424 Total other income (expense) 423 (40) — (3) (26,855) (26,475) Income (loss) before income taxes 11,282 4,484 3,692 4,331 (81,890) (58,101) Income tax expense — — — — 19 19 Net income (loss) $ 11,282 $ 4,484 $ 3,692 $ 4,331 $ (81,909) $ (58,120) Capital expenditures $ 949 $ 590 $ 99 $ 92 $ 3,591 $ 5,321 At December 31, 2021 Total assets $ 2,142,485 $ 549,662 $ 61,322 $ 56,472 $ 66,366 $ 2,876,307 __________ (1) During the year ended December 31, 2021, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $1.5 million; the Specialty Operating Group recorded intercompany commissions and fees revenue from activity with itself of $0.2 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market and Specialty Operating Groups of $0.5 million; and the Medicare Operating Group recorded intercompany commissions and fees revenue from activity with itself of $0.6 million. These intercompany commissions and fees are eliminated through Corporate and Other. For the Year Ended December 31, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 103,393 $ 88,876 $ 30,361 $ 19,320 $ (1,031) $ 240,919 Operating expenses: Commissions, employee compensation and benefits (1) 66,303 67,189 17,852 10,889 11,881 174,114 Other operating expenses 16,319 5,746 4,440 3,504 18,051 48,060 Amortization 7,037 9,131 1,730 1,132 8 19,038 Change in fair value of contingent consideration 143 16,707 3,187 479 — 20,516 Depreciation 586 167 251 53 72 1,129 Total operating expenses 90,388 98,940 27,460 16,057 30,012 262,857 Operating income (loss) 13,005 (10,064) 2,901 3,263 (31,043) (21,938) Other income (expense): Interest income (expense), net 46 — 4 — (7,907) (7,857) Other expense, net (66) (28) — — (1) (95) Total other income (expense) (20) (28) 4 — (7,908) (7,952) Income (loss) before income taxes 12,985 (10,092) 2,905 3,263 (38,951) (29,890) Income tax benefit — — — — (5) (5) Net income (loss) $ 12,985 $ (10,092) $ 2,905 $ 3,263 $ (38,946) $ (29,885) Capital expenditures $ 629 $ 77 $ 109 $ 160 $ 4,494 $ 5,469 At December 31, 2020 Total assets $ 1,194,185 $ 188,360 $ 58,957 $ 43,675 $ 44,737 $ 1,529,914 __________ (1) During the year ended December 31, 2020 , the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $0.5 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of $0.2 million; and the Medicare Operating group recorded intercompany commissions and fees revenue from activity with itself of $0.3 million. Intercompany commissions and fees and intercompany commissions, employee compensation and benefits expense are eliminated through Corporate and Other. For the Year Ended December 31, 2019 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees $ 56,394 $ 44,913 $ 25,533 $ 11,001 $ — $ 137,841 Operating expenses: Commissions, employee compensation and benefits 37,560 32,505 14,727 5,576 6,587 96,955 Other operating expenses 8,396 3,318 3,888 2,079 6,895 24,576 Amortization 1,861 6,466 1,280 381 19 10,007 Change in fair value of contingent consideration (1,378) 13,513 (971) (335) — 10,829 Depreciation 344 11 81 17 89 542 Total operating expenses 46,783 55,813 19,005 7,718 13,590 142,909 Operating income (loss) 9,611 (10,900) 6,528 3,283 (13,590) (5,068) Other income (expense): Interest income (expense), net 37 (32) (8) — (10,637) (10,640) Loss on extinguishment of debt — — — — (6,732) (6,732) Other income, net 3 — — — — 3 Total other income (expense) 40 (32) (8) — (17,369) (17,369) Income (loss) before taxes 9,651 (10,932) 6,520 3,283 (30,959) (22,437) Income tax expense — — — — 17 17 Net income (loss) $ 9,651 $ (10,932) $ 6,520 $ 3,283 $ (30,976) $ (22,454) Capital expenditures $ 256 $ 23 $ 417 $ 10 $ 1,012 $ 1,718 |
Business and Basis of Present_3
Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Thousands | Sep. 17, 2021USD ($)$ / sharesshares | Dec. 11, 2020USD ($)$ / sharesshares | Jun. 29, 2020USD ($)$ / sharesshares | Nov. 26, 2019shares | Oct. 28, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Jan. 01, 2021USD ($) |
Entity Information [Line Items] | |||||||||
Proceeds from issuance of Class A common stock, net of underwriting discounts | $ 269,375 | $ 451,574 | $ 246,208 | ||||||
Number of Reportable Segments | segment | 4 | ||||||||
Operating Lease, Right-of-Use Asset | $ 81,646 | $ 0 | $ 55,643 | ||||||
Present value of lease liabilities | $ 83,877 | 56,400 | |||||||
Accounting Standards Update 2016-02 | |||||||||
Entity Information [Line Items] | |||||||||
Operating Lease, Right-of-Use Asset | 55,643 | ||||||||
Deferred Rent Credit, Net of Prepaid Rent | $ 1,700 | ||||||||
Minimum | Purchased Customer Accounts, Distributor Relationships, Carrier Relationships, and Trade Names [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | ||||||||
BRP Group, Inc. | |||||||||
Entity Information [Line Items] | |||||||||
Date of incorporation or formation | Jul. 1, 2019 | ||||||||
Class A Common Stock | |||||||||
Entity Information [Line Items] | |||||||||
Shares issued (in shares) | shares | 9,200,000 | 23,287,500 | |||||||
Offering price per share | $ / shares | $ 30.50 | $ 29.50 | $ 13.25 | ||||||
Underwriting discounts and commissions | $ 11,200 | $ 12,600 | $ 7,900 | ||||||
Offering expenses | 1,100 | 1,100 | 800 | ||||||
Proceeds from Issuance of Common Stock | $ 269,400 | $ 283,200 | $ 166,500 | ||||||
Class A Common Stock | IPO | |||||||||
Entity Information [Line Items] | |||||||||
Shares issued (in shares) | shares | 18,859,300 | ||||||||
Class A Common Stock | IPO | BRP Group, Inc. | |||||||||
Entity Information [Line Items] | |||||||||
Shares issued (in shares) | shares | 18,859,300 | ||||||||
Class A Common Stock | Over-Allotment Option | |||||||||
Entity Information [Line Items] | |||||||||
Shares issued (in shares) | shares | 1,200,000 | 1,312,500 | 1,725,000 | ||||||
Class A Common Stock | Over-Allotment Option | BRP Group, Inc. | |||||||||
Entity Information [Line Items] | |||||||||
Shares issued (in shares) | shares | 2,459,300 | ||||||||
Offering price per share | $ / shares | $ 14 | ||||||||
Proceeds from issuance of Class A common stock, net of underwriting discounts | $ 241,400 | ||||||||
Underwriting discounts and commissions | 17,800 | ||||||||
Offering expenses | $ 4,800 | ||||||||
Class A Common Stock | Initial Allotment [Member] | |||||||||
Entity Information [Line Items] | |||||||||
Shares issued (in shares) | shares | 9,200,000 | 10,062,500 | 13,225,000 |
Business and Basis of Present_4
Business and Basis of Presentation - Cumulative Effect from applying Topic 842 on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Assets: | |||
Prepaid expenses and other current assets | $ 8,151 | $ 4,278 | $ 4,447 |
Right-of-use assets | 81,646 | 55,643 | 0 |
Total assets | 2,876,307 | 1,585,388 | 1,529,914 |
Liabilities: | |||
Accrued expenses and other current liabilities | 92,223 | 57,273 | 51,490 |
Operating lease liabilities, non-current | 71,357 | 48,699 | 0 |
Liabilities | 1,688,751 | 814,428 | 759,946 |
Current portion of operating lease liabilities | $ 12,520 | 7,668 | 0 |
Previously Reported | |||
Assets: | |||
Prepaid expenses and other current assets | 4,447 | ||
Right-of-use assets | 0 | ||
Total assets | 1,529,914 | ||
Liabilities: | |||
Accrued expenses and other current liabilities | 51,490 | ||
Operating lease liabilities, non-current | 0 | ||
Liabilities | $ 759,946 | ||
Revision of Prior Period, Accounting Standards Update, Adjustment | |||
Assets: | |||
Prepaid expenses and other current assets | (169) | ||
Right-of-use assets | 55,643 | ||
Total assets | 55,474 | ||
Liabilities: | |||
Accrued expenses and other current liabilities | 5,783 | ||
Operating lease liabilities, non-current | 48,699 | ||
Liabilities | 54,482 | ||
Deferred rent liabilities | (1,900) | ||
Current portion of operating lease liabilities | $ 7,700 |
Business and Basis of Present_5
Business and Basis of Presentation - Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Commissions and fees | $ 159,200 | $ 135,556 | $ 119,706 | $ 152,828 | $ 567,290 | $ 240,919 | $ 137,841 |
Total operating expenses | 197,057 | 152,739 | 133,242 | 115,878 | 598,916 | 262,857 | 142,909 |
Operating income (loss) | (37,857) | (17,183) | (13,536) | 36,950 | (31,626) | (21,938) | (5,068) |
Total other expenses | (6,509) | (7,418) | (6,905) | (5,643) | (26,475) | (7,952) | (17,369) |
Loss before income taxes | 44,366 | 24,601 | 20,441 | (31,307) | 58,101 | 29,890 | 22,437 |
Income tax expense (benefit) | 19 | 0 | 0 | 0 | 19 | (5) | 17 |
Net loss | 44,385 | 24,601 | 20,441 | (31,307) | 58,120 | 29,885 | 22,454 |
Less: net loss attributable to noncontrolling interests | (21,738) | (11,389) | (10,348) | 16,001 | (27,474) | (14,189) | (13,804) |
Net loss attributable to BRP Group, Inc. | $ (22,647) | $ (13,212) | $ (10,093) | $ 15,306 | $ (30,646) | $ (15,696) | $ (8,650) |
Basic earnings (loss) per share (in dollars per share) | $ (0.41) | $ (0.28) | $ (0.23) | $ 0.35 | |||
Diluted earnings (loss) per share (in dollars per share) | $ (0.41) | $ (0.28) | $ (0.23) | $ 0.33 | |||
Revision of Prior Period, Accounting Standards Update, Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Total operating expenses | $ 400 | $ 300 | $ (700) | ||||
Loss before income taxes | 400 | 300 | (700) | ||||
Net loss | $ 400 | $ 300 | $ (700) | ||||
Basic earnings (loss) per share (in dollars per share) | $ (0.01) | $ 0.02 | |||||
Diluted earnings (loss) per share (in dollars per share) | $ (0.01) | $ 0.01 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | Oct. 28, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Entity Information [Line Items] | ||||
Allowance for estimated policy cancellations | $ 5,200,000 | $ 3,200,000 | ||
Producer commissions chargeback | 2,300,000 | 1,700,000 | ||
Debt Issuance Costs, Line of Credit Arrangements, Gross | 4,900,000 | 4,800,000 | ||
Accumulated Amortization of Debt Issuance Costs, Line of Credit Arrangements | 1,800,000 | 1,100,000 | ||
Deferred financing costs, gross | 26,600,000 | 14,000,000 | ||
Deferred financing costs, accumulated amortization | 3,200,000 | 400,000 | ||
Amortization of deferred financing costs | 3,506,000 | 1,002,000 | $ 1,312,000 | |
IBNR Reserve | $ 1,100,000 | 700,000 | ||
Income tax benefit, percentage of benefit payable to noncontrolling owners | 85.00% | 85.00% | ||
Advisor Incentive Liabilities | $ 3,600,000 | $ 2,400,000 | ||
Participation Unit Ownership Plan, Number of Units Authorized | 100,000 | |||
Cash, FDIC Insured Amount | $ 250,000 | |||
Software | Minimum | ||||
Entity Information [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||
Software | Maximum | ||||
Entity Information [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Purchased Customer Accounts, Distributor Relationships, Carrier Relationships, and Trade Names [Member] | Minimum | ||||
Entity Information [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Purchased Customer Accounts, Distributor Relationships, Carrier Relationships, and Trade Names [Member] | Maximum | ||||
Entity Information [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||
Customer One [Member] | Customer Concentration Risk [Member] | Revenue Benchmark | ||||
Entity Information [Line Items] | ||||
Concentration | 13.00% | 14.00% | ||
Customer Two [Member] | Customer Concentration Risk [Member] | Revenue Benchmark | ||||
Entity Information [Line Items] | ||||
Concentration | 10.00% |
Significant Accounting Polici_5
Significant Accounting Policies Property and Equipment Useful Life Table (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 39 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Office and computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Office and computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Furniture | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Furniture | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Website development | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Reorganization Transactions (De
Reorganization Transactions (Details) $ in Thousands | Sep. 17, 2021shares | Oct. 28, 2019USD ($)minority_foundershares | Dec. 31, 2021 | Dec. 31, 2020shares |
Class of Stock [Line Items] | ||||
Income tax benefit, percentage of benefit payable to noncontrolling owners | 85.00% | 85.00% | ||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Restricted stock grants (in shares) | 633,246 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Restricted stock grants (in shares) | 0 | |||
IPO | BRP Group, Inc. Omnibus Incentive Plan, Obligation Settlement with Advisor Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Stockholders notes receivable | $ | $ 500 | |||
IPO | BRP Group, Inc. Omnibus Incentive Plan, Obligation Settlement with Advisor Incentive Plan | Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Restricted stock grants (in shares) | 204,807 | |||
Restricted stock grants, value | $ | $ 2,200 | |||
IPO | BRP Group, Inc. Omnibus Incentive Plan, Obligation Settlement with Participation Unit Ownership Plan | Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Restricted stock grants (in shares) | 22,243 | |||
Restricted stock grants, value | $ | $ 300 | |||
Additional Paid-in Capital | IPO | BRP Group, Inc. Omnibus Incentive Plan, Obligation Settlement with Advisor Incentive Plan | Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Restricted stock grants, value | $ | (2,600) | |||
Additional Paid-in Capital | IPO | BRP Group, Inc. Omnibus Incentive Plan, Obligation Settlement with Participation Unit Ownership Plan | Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Restricted stock grants, value | $ | $ (300) | |||
Voting Common Units | Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 5,701,107 | |||
Call rights to minority founders (in minority founders) | minority_founder | 2 | |||
Village Units | Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 3,077,559 | |||
Rollover Member Units | Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 9,615,911 | |||
Majority Founder Units | Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 18,933,907 | |||
Non-Voting Common Units | Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 232,596 | |||
Management Incentive Units | Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 5,627,155 | |||
Baldwin Risk Partners, LLC | Member Units | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 9,200,000 | 14,000,000 | ||
Lowry Baldwin | Member Units | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 1,800,000 | |||
Village Invesco, LLC | Member Units | ||||
Class of Stock [Line Items] | ||||
Shares issued in conversion (in shares) | 600,000 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)numberOfBusinessCombinations | |
Business Acquisition [Line Items] | |
Number of Businesses Acquired | numberOfBusinessCombinations | 16 |
Total consideration | $ 1,062,235 |
Goodwill Amortization Period, Income Tax Basis | 15 years |
Total revenues recognized from business combinations | $ 61,000 |
Net income recognized from business combinations | 2,800 |
Acquisition related costs incurred | $ 5,900 |
LeaseTrack | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Feb. 1, 2021 |
Medicare Help Now | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Mar. 1, 2021 |
Only Medicare Solutions | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Apr. 1, 2021 |
Seniors' Insurance Services | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Apr. 30, 2021 |
Mid-Continent | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Apr. 30, 2021 |
RogersGray | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Jul. 1, 2021 |
EBSME | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Jul. 30, 2021 |
FounderShield | |
Business Acquisition [Line Items] | |
Total consideration | $ 56,505 |
Effective date of acquisition | Aug. 2, 2021 |
The Capital Group | |
Business Acquisition [Line Items] | |
Total consideration | $ 62,293 |
Effective date of acquisition | Aug. 2, 2021 |
River Oak Risk | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Aug. 4, 2021 |
K&S Insurance | |
Business Acquisition [Line Items] | |
Total consideration | $ 115,982 |
Effective date of acquisition | Oct. 1, 2021 |
JGS | |
Business Acquisition [Line Items] | |
Total consideration | $ 219,664 |
Effective date of acquisition | Oct. 1, 2021 |
WGB | |
Business Acquisition [Line Items] | |
Total consideration | $ 139,275 |
Effective date of acquisition | Dec. 1, 2021 |
CRP | |
Business Acquisition [Line Items] | |
Total consideration | $ 175,769 |
Effective date of acquisition | Dec. 1, 2021 |
Brush Creek Partners | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Dec. 7, 2021 |
Arcana | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Dec. 7, 2021 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | $ 717,288 | ||
Fair value of contingent earnout consideration | 127,345 | ||
Fair value of equity interest | 194,607 | ||
Business Combination, Consideration Transferred, Assets Recorded, Contingently Returnable Consideration | 0 | $ 0 | $ (321) |
Deferred payment | 22,995 | ||
Total consideration | 1,062,235 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 11,730 | ||
Restricted cash | 35,053 | ||
Premiums, commissions and fees receivable | 121,380 | ||
Property and equipment | 4,035 | ||
Other assets | 2,621 | ||
Intangible assets | 439,378 | ||
Goodwill | 579,445 | ||
Total assets acquired | 1,193,642 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | (107,918) | ||
Producer commissions payable | (6,851) | ||
Accrued expenses and other current liabilities | (16,638) | ||
Total liabilities acquired | (131,407) | ||
Net assets acquired | 1,062,235 | ||
Rogers Gray | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | 135,135 | ||
Fair value of contingent earnout consideration | 18,976 | ||
Fair value of equity interest | 39,765 | ||
Deferred payment | 1,608 | ||
Total consideration | 195,484 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 2,674 | ||
Restricted cash | 4,211 | ||
Premiums, commissions and fees receivable | 9,713 | ||
Property and equipment | 1,324 | ||
Other assets | 589 | ||
Intangible assets | 76,169 | ||
Goodwill | 109,145 | ||
Total assets acquired | 203,825 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | (5,898) | ||
Producer commissions payable | (749) | ||
Accrued expenses and other current liabilities | (1,694) | ||
Total liabilities acquired | (8,341) | ||
Net assets acquired | 195,484 | ||
Maximum potential contingent earnout consideration | 72,446 | ||
FounderShield | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | 20,863 | ||
Fair value of contingent earnout consideration | 18,033 | ||
Fair value of equity interest | 14,624 | ||
Deferred payment | 2,985 | ||
Total consideration | 56,505 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 221 | ||
Restricted cash | 3,199 | ||
Premiums, commissions and fees receivable | 3,810 | ||
Property and equipment | 0 | ||
Other assets | 52 | ||
Intangible assets | 9,402 | ||
Goodwill | 45,810 | ||
Total assets acquired | 62,494 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | (5,831) | ||
Producer commissions payable | 0 | ||
Accrued expenses and other current liabilities | (158) | ||
Total liabilities acquired | (5,989) | ||
Net assets acquired | 56,505 | ||
Maximum potential contingent earnout consideration | 77,554 | ||
The Capital Group | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | 28,558 | ||
Fair value of contingent earnout consideration | 10,006 | ||
Fair value of equity interest | 13,393 | ||
Deferred payment | 10,336 | ||
Total consideration | 62,293 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 613 | ||
Restricted cash | 0 | ||
Premiums, commissions and fees receivable | 3,940 | ||
Property and equipment | 0 | ||
Other assets | 0 | ||
Intangible assets | 26,399 | ||
Goodwill | 32,251 | ||
Total assets acquired | 63,203 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | 0 | ||
Producer commissions payable | (906) | ||
Accrued expenses and other current liabilities | (4) | ||
Total liabilities acquired | (910) | ||
Net assets acquired | 62,293 | ||
Maximum potential contingent earnout consideration | 29,888 | ||
K&S Insurance | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | 79,861 | ||
Fair value of contingent earnout consideration | 11,273 | ||
Fair value of equity interest | 24,826 | ||
Deferred payment | 22 | ||
Total consideration | 115,982 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 2,217 | ||
Restricted cash | 0 | ||
Premiums, commissions and fees receivable | 5,867 | ||
Property and equipment | 0 | ||
Other assets | 0 | ||
Intangible assets | 53,750 | ||
Goodwill | 59,146 | ||
Total assets acquired | 120,980 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | (4,209) | ||
Producer commissions payable | (774) | ||
Accrued expenses and other current liabilities | (15) | ||
Total liabilities acquired | (4,998) | ||
Net assets acquired | 115,982 | ||
Maximum potential contingent earnout consideration | 51,426 | ||
JGS | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | 155,513 | ||
Fair value of contingent earnout consideration | 19,573 | ||
Fair value of equity interest | 44,385 | ||
Deferred payment | 193 | ||
Total consideration | 219,664 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 335 | ||
Restricted cash | 6,996 | ||
Premiums, commissions and fees receivable | 12,564 | ||
Property and equipment | 1,431 | ||
Other assets | 282 | ||
Intangible assets | 86,078 | ||
Goodwill | 126,696 | ||
Total assets acquired | 234,382 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | (12,336) | ||
Producer commissions payable | (481) | ||
Accrued expenses and other current liabilities | (1,901) | ||
Total liabilities acquired | (14,718) | ||
Net assets acquired | 219,664 | ||
Maximum potential contingent earnout consideration | 91,425 | ||
WGB | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | 101,077 | ||
Fair value of contingent earnout consideration | 14,371 | ||
Fair value of equity interest | 22,553 | ||
Deferred payment | 1,274 | ||
Total consideration | 139,275 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 385 | ||
Restricted cash | 1,297 | ||
Premiums, commissions and fees receivable | 13,785 | ||
Property and equipment | 1,034 | ||
Other assets | 1,657 | ||
Intangible assets | 72,619 | ||
Goodwill | 58,569 | ||
Total assets acquired | 149,346 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | 0 | ||
Producer commissions payable | (3,369) | ||
Accrued expenses and other current liabilities | (6,702) | ||
Total liabilities acquired | (10,071) | ||
Net assets acquired | 139,275 | ||
Maximum potential contingent earnout consideration | 49,628 | ||
CRP | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | 131,908 | ||
Fair value of contingent earnout consideration | 17,852 | ||
Fair value of equity interest | 24,179 | ||
Deferred payment | 1,830 | ||
Total consideration | 175,769 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 848 | ||
Restricted cash | 19,188 | ||
Premiums, commissions and fees receivable | 67,514 | ||
Property and equipment | 203 | ||
Other assets | 0 | ||
Intangible assets | 82,053 | ||
Goodwill | 85,664 | ||
Total assets acquired | 255,470 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | (75,133) | ||
Producer commissions payable | (17) | ||
Accrued expenses and other current liabilities | (4,551) | ||
Total liabilities acquired | (79,701) | ||
Net assets acquired | 175,769 | ||
Maximum potential contingent earnout consideration | 99,455 | ||
All Others | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash consideration paid | 64,373 | ||
Fair value of contingent earnout consideration | 17,261 | ||
Fair value of equity interest | 10,882 | ||
Deferred payment | 4,747 | ||
Total consideration | 97,263 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Cash | 4,437 | ||
Restricted cash | 162 | ||
Premiums, commissions and fees receivable | 4,187 | ||
Property and equipment | 43 | ||
Other assets | 41 | ||
Intangible assets | 32,908 | ||
Goodwill | 62,164 | ||
Total assets acquired | 103,942 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Premiums payable to insurance companies | (4,511) | ||
Producer commissions payable | (555) | ||
Accrued expenses and other current liabilities | (1,613) | ||
Total liabilities acquired | (6,679) | ||
Net assets acquired | 97,263 | ||
Maximum potential contingent earnout consideration | 73,338 | ||
2021 Business Acquisitions | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |||
Maximum potential contingent earnout consideration | $ 545,160 |
Business Combinations - Sched_2
Business Combinations - Schedule of Weighted-Average Lives of Intangible Assets Acquired in Business Combinations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 439,378 |
Purchased customer accounts (1) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 350,313 |
Weighted Average Life | 19 years 4 months 24 days |
Software | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 10,918 |
Weighted Average Life | 4 years 7 months 6 days |
Trade names (1) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 9,906 |
Weighted Average Life | 5 years |
Distributor relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 68,241 |
Weighted Average Life | 20 years |
Business Combinations - Sched_3
Business Combinations - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Total revenues | $ 719,320 | $ 429,953 |
Net loss | (34,667) | (34,907) |
Net loss attributable to BRP Group, Inc. | $ (19,147) | $ (17,613) |
Basic loss per share | $ (0.40) | $ (0.62) |
Diluted loss per share | $ (0.40) | $ (0.62) |
Weighted-average shares of Class A common stock outstanding - basic | 48,222 | 28,225 |
Weighted-average shares of Class A common stock outstanding - diluted | 48,222 | 28,225 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable Interest Entity [Line Items] | |||||||
Net income (loss) | $ (44,385) | $ (24,601) | $ (20,441) | $ 31,307 | $ (58,120) | $ (29,885) | $ (22,454) |
Variable Interest Entity, Primary Beneficiary [Member] | |||||||
Variable Interest Entity [Line Items] | |||||||
Revenues | 1,000 | 800 | 600 | ||||
Net income (loss) | $ 600 | $ 700 | $ 700 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||
Total commissions and fees | $ 159,200 | $ 135,556 | $ 119,706 | $ 152,828 | $ 567,290 | $ 240,919 | $ 137,841 |
Capitalized Contract Cost, Amortization Period | 5 years | 5 years | |||||
Direct Bill Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Commissions and fees | $ 269,603 | 104,875 | 70,835 | ||||
Agency Bill Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Commissions and fees | 202,892 | 91,662 | 43,619 | ||||
Profit Sharing Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Commissions and fees | 37,392 | 16,397 | 9,598 | ||||
Policy Fee and Installment Fee Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Commissions and fees | 19,858 | 15,236 | 8,154 | ||||
Consulting and Service Fee Revenue | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Commissions and fees | 29,047 | 3,509 | 2,709 | ||||
Other Income | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Commissions and fees | $ 8,498 | $ 9,240 | $ 2,926 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 168,550 | $ 80,213 |
Contract liabilities | $ 18,178 | $ 11,606 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2021 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Revenue recognized related to contract liabilities | $ 11.6 | |
Contract assets related to current year business combinations | $ 26 | |
Contract liabilities related to current year business combinations | $ 3.9 |
Schedule of Deferred Commission
Schedule of Deferred Commission Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Deferred Commission Expense [Roll Forward] | ||
Balance at beginning of year | $ 4,751 | $ 3,621 |
Costs capitalized | 8,812 | 2,528 |
Amortization | (2,227) | (1,398) |
Balance at end of year | $ 11,336 | $ 4,751 |
Summary of Property and Equipme
Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 21,772 | $ 13,004 | |
Accumulated depreciation | (4,298) | (1,985) | |
Property and equipment, net | 17,474 | 11,019 | |
Depreciation expense | 2,788 | 1,129 | $ 542 |
Office and computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 9,151 | 4,263 | |
Furniture | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 3,970 | 2,845 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 7,967 | 5,297 | |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 0 | 83 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 400 | 400 | |
Website development | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 184 | 16 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 100 | $ 100 |
Property and Equipment, Net Pro
Property and Equipment, Net Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 2,788 | $ 1,129 | $ 542 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets acquired in asset acquisitions | $ 4,200 | $ 2,400 | |
Amortization for intangible assets | $ 48,720 | $ 19,038 | $ 10,007 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,025,857 | $ 587,018 |
Accumulated Amortization | (81,390) | (32,698) |
Net Carrying Value | 944,467 | 554,320 |
Purchased customer accounts (1) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 851,445 | 501,512 |
Accumulated Amortization | (54,481) | (18,604) |
Net Carrying Value | 796,964 | 482,908 |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 4,600 | |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 41,743 | 30,828 |
Accumulated Amortization | (18,265) | (10,801) |
Net Carrying Value | 23,478 | 20,027 |
Carrier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,859 | 7,859 |
Accumulated Amortization | (1,247) | (984) |
Net Carrying Value | 6,612 | 6,875 |
Trade names (1) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 24,189 | 14,439 |
Accumulated Amortization | (3,583) | (932) |
Net Carrying Value | 20,606 | 13,507 |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 200 | |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 100,621 | 32,380 |
Accumulated Amortization | (3,814) | (1,377) |
Net Carrying Value | $ 96,807 | $ 31,003 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule of Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2022 | $ 70,174 |
2023 | 71,268 |
2024 | 67,213 |
2025 | 65,627 |
2026 | $ 60,788 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance at beginning of year | $ 651,502 | $ 164,470 |
Goodwill of acquired businesses | 579,445 | 487,032 |
Measurement period adjustments (1) | (2,206) | |
Balance at end of year | 1,228,741 | 651,502 |
Measurement period adjustment, assets other than goodwill | 5,400 | |
Measurement period adjustment, liabilities | (5,100) | |
Measurement period adjustment, cash consideration transferred | (2,500) | |
Middle Market | ||
Goodwill [Roll Forward] | ||
Balance at beginning of year | 526,858 | 52,932 |
Goodwill of acquired businesses | 376,475 | 473,926 |
Measurement period adjustments (1) | (2,206) | |
Balance at end of year | 901,127 | 526,858 |
Specialty | ||
Goodwill [Roll Forward] | ||
Balance at beginning of year | 65,319 | 60,115 |
Goodwill of acquired businesses | 198,699 | 5,204 |
Measurement period adjustments (1) | 0 | |
Balance at end of year | 264,018 | 65,319 |
MainStreet | ||
Goodwill [Roll Forward] | ||
Balance at beginning of year | 38,892 | 38,892 |
Goodwill of acquired businesses | 0 | 0 |
Measurement period adjustments (1) | 0 | |
Balance at end of year | 38,892 | 38,892 |
Medicare | ||
Goodwill [Roll Forward] | ||
Balance at beginning of year | 20,433 | 12,531 |
Goodwill of acquired businesses | 4,271 | 7,902 |
Measurement period adjustments (1) | 0 | |
Balance at end of year | $ 24,704 | $ 20,433 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued compensation and benefits | $ 22,460 | $ 10,826 | |
Contract liabilities | 18,178 | 11,606 | |
Current portion of operating lease liabilities | 12,520 | $ 7,668 | 0 |
Deferred consideration payments | 12,355 | 8,155 | |
Accrued expenses | 9,731 | 13,032 | |
Current portion of long-term debt | 8,521 | 4,000 | |
Tax distribution payable | 5,072 | 0 | |
Other | 3,386 | 3,871 | |
Accrued expenses and other current liabilities | $ 92,223 | $ 57,273 | $ 51,490 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) | Dec. 31, 2021USD ($) | Dec. 16, 2021USD ($) | Jun. 02, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2021USD ($) | Aug. 06, 2021USD ($) | May 07, 2021 | May 06, 2021 | Mar. 08, 2021USD ($) | Mar. 04, 2021 | Oct. 14, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Debt issuance costs recorded | $ 11,557,000 | $ 12,554,000 | $ 2,809,000 | |||||||||||
Proceeds from revolving line of credit | 420,210,000 | 385,637,000 | 69,592,000 | |||||||||||
Loss on extinguishment of debt | 0 | 0 | 6,732,000 | |||||||||||
Outstanding balance | $ 35,000,000 | $ 0 | 35,000,000 | 0 | ||||||||||
Repayment of revolving lines of credit | 385,210,000 | 325,000,000 | 66,200,000 | |||||||||||
Payments of Debt Issuance Costs | 1,124,000 | 4,507,000 | 481,000 | |||||||||||
Deferred financing costs, gross | 26,600,000 | $ 14,000,000 | 26,600,000 | 14,000,000 | ||||||||||
Change in fair value of interest rate caps | 123,000 | 0 | $ 0 | |||||||||||
Interest Rate Cap, Expiration March 2022 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative notional amount | $ 300,000,000 | |||||||||||||
Interest Rate Cap, Expiration March 2024 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative notional amount | $ 300,000,000 | |||||||||||||
Interest Rate Cap, Expiration August 2028 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative interest rate | 3.00% | |||||||||||||
Derivative notional amount | $ 100,000,000 | |||||||||||||
Interest Rate Cap, Expiration August 2028, One | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative interest rate | 3.00% | |||||||||||||
Derivative notional amount | $ 100,000,000 | |||||||||||||
Interest Rate Cap | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative Asset | 6,300,000 | 6,300,000 | ||||||||||||
Change in fair value of interest rate caps | 100,000 | |||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap, Expiration March 2022 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative interest rate | 0.75% | |||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap, Expiration March 2024 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative interest rate | 1.50% | |||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap Member, Expiration March 2026 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Derivative interest rate | 2.50% | |||||||||||||
Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issuance costs recorded | $ 15,100,000 | |||||||||||||
Debt Instrument, Covenant, Total First Lien Net Leverage Ratio, Maximum | 5 | |||||||||||||
Debt Instrument, Covenant, Debt Service Coverage Ratio, Minimum | 2.25 | |||||||||||||
Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing amount | $ 800,000,000 | |||||||||||||
Credit Agreement May 2021 | JPMorgan Chase Bank, N.A. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Covenant, Total First Lien Net Leverage Ratio, Maximum | 6 | |||||||||||||
Credit Agreement Amendment No. 4 December 2021 | JPMorgan Chase Bank, N.A. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issuance costs recorded | $ 12,700,000 | |||||||||||||
JPMorgan Credit Agreement | Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing amount | 400,000,000 | |||||||||||||
JPMorgan Credit Agreement | Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | Minimum | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Applicable Margin | 2.00% | |||||||||||||
JPMorgan Credit Agreement | Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | Maximum | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Applicable Margin | 3.00% | |||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendment No. 3 August 2021 | Line of Credit [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Long-term Line of Credit | 35,000,000 | $ 35,000,000 | ||||||||||||
Remaining borrowing capacity | $ 440,000,000 | $ 440,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.10% | 2.10% | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendment No. 3 August 2021 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing amount | $ 475,000,000 | |||||||||||||
Line of Credit Facility, Commitment Fee Amount | $ 0.0025 | |||||||||||||
Secured Debt [Member] | Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing amount | $ 400,000,000 | |||||||||||||
Secured Debt [Member] | Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Applicable Margin | 4.00% | |||||||||||||
Debt Instrument, Basis Spread On Variable Rate, Floor | 0.75% | |||||||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 2 June 2021 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing amount | $ 500,000,000 | |||||||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 2 June 2021 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Applicable Margin | 3.50% | |||||||||||||
Debt Instrument, Basis Spread On Variable Rate, Floor | 0.50% | |||||||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 4 December 2021 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maximum borrowing amount | $ 850,000,000 | |||||||||||||
Debt Instrument, Interest Rate During Period | 4.00% | |||||||||||||
Long-term Debt | $ 846,600,000 | $ 846,600,000 | ||||||||||||
Line of Credit Facility, Increase (Decrease), Net | $ 350,000,000 |
Long-term Debt - Schedule of Fu
Long-term Debt - Schedule of Future Maturities of Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 8,521 | |
2023 | 8,521 | |
2024 | 8,521 | |
2025 | 8,521 | |
2026 | 8,521 | |
Thereafter | 804,018 | |
Total long-term debt | 846,623 | |
Less: unamortized debt discount and issuance costs | (23,488) | $ (13,600) |
Net long-term debt | $ 823,135 |
Leases - Assets and Liabilities
Leases - Assets and Liabilities Related to Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Assets: | |||
Right-of-use assets | $ 81,646 | $ 55,643 | $ 0 |
Liabilities: | |||
Operating lease liabilities, current portion | $ 12,520 | $ 7,668 | 0 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |
Operating lease liabilities, less current portion | $ 71,357 | $ 48,699 | $ 0 |
Total | $ 83,877 | $ 56,367 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 13,086 |
Variable lease costs | $ 2,853 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Total rent expense for operating lease under topic 840 | $ 7.6 | $ 4.2 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash flows used in operating leases | $ 11,562 | ||
Operating lease non-cash items: | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 86,524 | $ 0 | $ 0 |
Right-of-use assets increased through lease modifications and reassessments | $ 6,131 | $ 0 | $ 0 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2021 |
Leases [Abstract] | |
Remaining lease term | 6 years 7 months 6 days |
Discount rate | 3.60% |
Leases - Future Minimum Rental
Leases - Future Minimum Rental Payments for Operating Leases post adoption of Topic 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 |
Leases [Abstract] | ||
2022 | $ 15,285 | |
2023 | 14,134 | |
2024 | 13,862 | |
2025 | 12,556 | |
2026 | 11,017 | |
Thereafter | 28,665 | |
Total future minimum lease payments | 95,519 | |
Less: amounts representing interest or imputed interest | (11,642) | |
Present value of lease liabilities | $ 83,877 | $ 56,400 |
Leases - Future Minimum Renta_2
Leases - Future Minimum Rental Payments for Operating Leases prior to adoption of Topic 842 (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 11,128 |
2022 | 9,477 |
2023 | 8,121 |
2024 | 7,489 |
2025 | 6,535 |
Thereafter | 19,010 |
Total minimum lease payments | $ 61,760 |
Stockholders_ Equity (Deficit)
Stockholders’ Equity (Deficit) and Noncontrolling Interest - Additional Information (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Preferred Stock, shares authorized (in shares) | 50,000,000 | |
Preferred Stock, par value (in dollars per share) | $ 0.01 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 300,000,000 | 300,000,000 |
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) and Noncontrolling Interest - Rollforward of Common Stock Outstanding since the Initial Public Offering (Details) - shares | Oct. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Class A Common Stock | ||||
Shares Issued | ||||
Balance at beginning of period (in shares) | 0 | 44,953,166 | 19,362,984 | |
Shares issued (in shares) | 9,200,000 | 23,287,500 | ||
Shares redeemed in connect with follow-on offerings (in shares) | 0 | |||
Restricted stock grants (in shares) | 633,246 | |||
Class B shares redeemed for Class A shares (in shares) | (931,471) | (253,599) | ||
Shares repurchased (in shares) | 0 | |||
Balance of end of period (in shares) | 0 | 19,362,984 | 58,602,859 | 44,953,166 |
Class A Common Stock | BRP Group, Inc. Omnibus Incentive Plan | ||||
Shares Issued | ||||
Restricted stock grants (in shares) | 500,930 | 2,754 | 906,338 | |
Class A Common Stock | BRP Group, Inc. Partnership Inducement Award Plan | ||||
Shares Issued | ||||
Restricted stock grants (in shares) | 1,558,694 | |||
Class A Common Stock | IPO | ||||
Shares Issued | ||||
Shares issued (in shares) | 18,859,300 | |||
Class A Common Stock | IPO | BRP Group, Inc. Omnibus Incentive Plan, Obligation Settlement with Participation Unit Ownership Plan | ||||
Shares Issued | ||||
Restricted stock grants (in shares) | 22,243 | |||
Class A Common Stock | Partnership Offering | ||||
Shares Issued | ||||
Shares issued (in shares) | 1,053,190 | 1,415,837 | ||
Class B Common Stock | ||||
Shares Issued | ||||
Balance at beginning of period (in shares) | 0 | 49,828,383 | 43,257,738 | |
Shares issued (in shares) | 0 | |||
Shares redeemed in connect with follow-on offerings (in shares) | (4,091,667) | |||
Restricted stock grants (in shares) | 0 | |||
Class B shares redeemed for Class A shares (in shares) | (931,471) | (253,599) | ||
Shares repurchased (in shares) | (88,785) | |||
Balance of end of period (in shares) | 0 | 43,257,738 | 56,338,051 | 49,828,383 |
Class B Common Stock | Executive Officer | ||||
Shares Issued | ||||
Shares issued (in shares) | 69,503 | |||
Class B Common Stock | Partnership Offering | ||||
Shares Issued | ||||
Shares issued (in shares) | 7,441,139 | 11,004,696 | ||
Voting Common Units | Class B Common Stock | ||||
Shares Issued | ||||
Shares issued in conversion (in shares) | 5,701,107 | |||
Village Units | Class B Common Stock | ||||
Shares Issued | ||||
Shares issued in conversion (in shares) | 3,077,559 | |||
Rollover Member Units | Class B Common Stock | ||||
Shares Issued | ||||
Shares issued in conversion (in shares) | 9,615,911 | |||
Majority Founder Units | Class B Common Stock | ||||
Shares Issued | ||||
Shares issued in conversion (in shares) | 18,933,907 | |||
Non-Voting Common Units | Class B Common Stock | ||||
Shares Issued | ||||
Shares issued in conversion (in shares) | 232,596 | |||
Management Incentive Units | Class B Common Stock | ||||
Shares Issued | ||||
Shares issued in conversion (in shares) | 5,627,155 | |||
BRP Group, Inc. | Class A Common Stock | IPO | ||||
Shares Issued | ||||
Shares issued (in shares) | 18,859,300 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) and Noncontrolling Interest - Ownership Interest (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Units | ||
Interest in BRP held by BRP Group | 58,602,859 | 44,953,166 |
Noncontrolling interest in BRP held by BRP’s LLC Members | 56,338,051 | 49,828,383 |
Total | 114,940,910 | 94,781,549 |
Percentage | ||
Interest in BRP held by BRP Group | 51.00% | 47.00% |
Total | 100.00% | 100.00% |
BRP Group, Inc. | ||
Percentage | ||
Noncontrolling interest in BRP held by BRP’s LLC Members | 49.00% | 53.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Oct. 28, 2019 | Mar. 13, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||||
Due from related parties | $ 19,000 | $ 1,668,000 | $ 19,000 | ||||
Noncash debt issuance costs recorded | 11,557,000 | 12,554,000 | $ 2,809,000 | ||||
Debt issuance costs recorded | 1,124,000 | 4,507,000 | 481,000 | ||||
Repayment of related party debt and interest | 0 | 0 | 88,425,000 | ||||
Loss on extinguishment of debt | 0 | 0 | 6,732,000 | ||||
Related Party interest expense | 4,900,000 | ||||||
Monthly rent expense | 11,562,000 | ||||||
Notes Payable, Related Parties | 61,500,000 | ||||||
Villages Credit Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing amount | $ 125,000,000 | $ 100,000,000 | $ 100,000,000 | ||||
Interest rate | 8.75% | 6.50% | 6.50% | ||||
Payment terms | beginning July 1, 2016 and continuing on the first day of each calendar quarter thereafter | ||||||
Maturity Date | Sep. 13, 2024 | Apr. 13, 2023 | |||||
Repayment of related party debt and interest | $ 89,000,000 | ||||||
Loss on extinguishment of debt | $ 6,200,000 | ||||||
Villages Broker Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Related party commissions revenue | 1,800,000 | 1,100,000 | 1,300,000 | ||||
Villages Leased Facilities | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | 500,000 | 500,000 | 500,000 | ||||
Director Broker Commissions | |||||||
Related Party Transaction [Line Items] | |||||||
Related party commissions revenue | 300,000 | 500,000 | 200,000 | ||||
Commission Expense | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | 600,000 | 600,000 | |||||
Other Related Parties Leased Facilities | |||||||
Related Party Transaction [Line Items] | |||||||
Related party expense | $ 2,500,000 | $ 1,500,000 | $ 800,000 | ||||
Minimum | Villages Leased Facilities | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly rent expense | $ 3,000 | ||||||
Minimum | Other Related Parties Leased Facilities | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly rent expense | $ 1,000 | ||||||
Maximum | Villages Leased Facilities | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly rent expense | $ 28,000 | ||||||
Leases expire through date | Nov. 30, 2025 | ||||||
Maximum | Other Related Parties Leased Facilities | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly rent expense | $ 56,000 | ||||||
Leases expire through date | Dec. 31, 2029 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2022 | May 03, 2021 | Oct. 28, 2019 | Oct. 24, 2019 | Sep. 30, 2019 | May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | $ 19,200 | $ 7,700 | $ 4,600 | |||||||
Expected dividend yield | 0.20% | |||||||||
Fair value of shares that vested and settled | 6,000 | $ 2,100 | $ 2,400 | |||||||
Total unrecognized compensation cost related to unvested shares of restricted stock | $ 75,300 | |||||||||
Total unrecognized compensation cost related to unvested shares of restricted stock, weighted average period of recognition | 3 years | |||||||||
Expected volatility | 26.10% | |||||||||
Expected life (in years) | 7 years | |||||||||
Risk-free interest rate | 3.10% | |||||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested in period (in shares) | 279,494 | 175,372 | 173,440 | |||||||
Shares granted (in shares) | 2,758,207 | 709,426 | 503,684 | |||||||
Grant-date fair value | $ 31.72 | $ 15.79 | $ 14 | |||||||
Grant date fair value (in dollars per share) | $ 14 | $ 28.83 | $ 15.92 | $ 14 | ||||||
Vesting period | 5 years | |||||||||
Non-vested shares expected to vest at end of period (in shares) | 2,533,446 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $ 1,000 | |||||||||
Performance Shares | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Non-vested shares expected to vest at end of period, weighted-average contractual term | 2 years 2 months 12 days | |||||||||
Non-vested shares expected to vest at end of period (in shares) | 95,822 | |||||||||
Expected life (in years) | 2 years 8 months 12 days | |||||||||
Risk-free interest rate | 0.27% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | 3,100 | |||||||||
Performance Shares | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected volatility | 18.00% | |||||||||
Performance Shares | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected volatility | 172.00% | |||||||||
Management Service, Incentive | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $ 8,800 | |||||||||
Management Incentive Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expected dividend yield | 1.40% | 1.20% | ||||||||
BRP Group, Inc. Omnibus Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares reserved for future issuance, annual increase based on percentage of outstanding stock | 2.00% | |||||||||
Maximum annual compensation payable to administrators of plan | $ 250 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,111,870 | |||||||||
BRP Group, Inc. Omnibus Incentive Plan | Share-based Payment Arrangement, Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Expiration period | 10 years | |||||||||
BRP Group, Inc. Partnership Inducement Award Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 680,991 | |||||||||
BRP Group, Inc. Partnership Inducement Award Plan | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | ||||||||||
Class B Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued (in shares) | 56,338,051 | 49,828,383 | ||||||||
Restricted stock grants (in shares) | 0 | |||||||||
Class B Common Stock | Management Incentive Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vested in period (in shares) | 2,504,341 | 1,165,586 | 609,500 | |||||||
2020 (in shares) | 467,237 | |||||||||
Class A Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued (in shares) | 58,602,859 | 44,953,166 | ||||||||
Restricted stock grants (in shares) | 633,246 | |||||||||
Class A Common Stock | BRP Group, Inc. Omnibus Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 3,844,044 | |||||||||
Restricted stock grants (in shares) | 500,930 | 2,754 | 906,338 | |||||||
Class A Common Stock | BRP Group, Inc. Omnibus Incentive Plan | Subsequent Event | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of additional shares authorized (in shares) | 2,298,818 | |||||||||
Class A Common Stock | BRP Group, Inc. Partnership Inducement Award Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (in shares) | 3,000,000 | |||||||||
Restricted stock grants (in shares) | 1,558,694 | |||||||||
Management Incentive Units | Class B Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued in conversion (in shares) | 5,627,155 | |||||||||
Share-Based Payment Arrangement, Cliff Vesting | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Share-Based Payment Arrangement, Ratable Vesting | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Minimum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 3 years | |||||||||
Share-Based Payment Arrangement, Ratable Vesting | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Vesting period | 5 years | |||||||||
IPO | Management Service, Incentive | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share based compensation expense | $ 1,100 | |||||||||
IPO | Class A Common Stock | BRP Group, Inc. Omnibus Incentive Plan, Obligation Settlement with Advisor Incentive Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock grants (in shares) | 204,807 | |||||||||
IPO | Class A Common Stock | BRP Group, Inc. Omnibus Incentive Plan, Obligation Settlement with Participation Unit Ownership Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock grants (in shares) | 22,243 | |||||||||
Common Stock | Class B Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued in conversion (in shares) | 43,188,235 | |||||||||
Share-based compensation (in shares) | 69,503 | |||||||||
Common Stock | Class A Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued in conversion (in shares) | 227,050 | |||||||||
Share-based compensation (in shares) | 276,634 | 2,465,032 | 633,246 |
Share-Based Compensation - Acti
Share-Based Compensation - Activity for Non-Vested Awards Granted under Omnibus Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 22.25 | $ 14.40 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (89,009) | (38,271) | |
Restricted Stock | |||
Shares | |||
Outstanding at beginning of period (in shares) | 826,027 | 330,244 | 0 |
Granted (in shares) | 2,758,207 | 709,426 | 503,684 |
Vested and settled (in shares) | (279,494) | (175,372) | (173,440) |
Outstanding at end of period (in shares) | 3,215,731 | 826,027 | 330,244 |
Weighted-Average Grant-Date Fair Value Per Share | |||
Granted (in dollars per share) | $ 31.72 | $ 15.79 | $ 14 |
Vested and settled (in dollars per share) | 21.33 | 12.09 | 13.99 |
Outstanding at end of period (in dollars per share) | $ 28.83 | $ 15.92 | $ 14 |
Non-vested shares expected to vest at end of period (in shares) | 2,533,446 | ||
Non-vested shares expected to vest at end of period, weighted-average grant-date fair value per share (in dollars per share) | $ 28.80 | ||
Performance Shares | |||
Weighted-Average Grant-Date Fair Value Per Share | |||
Non-vested shares expected to vest at end of period (in shares) | 95,822 | ||
Non-vested shares expected to vest at end of period, weighted-average contractual term | 2 years 2 months 12 days | ||
Non-vested shares expected to vest at end of period, aggregate intrinsic value | $ 3,500 |
Share-Based Compensation - Non-
Share-Based Compensation - Non-Vested Shares of Class B Common Stock related to Management Incentive Plan Expected to Vest (Details) - Class B Common Stock - Management Incentive Units | 12 Months Ended |
Dec. 31, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
2021 (in shares) | 450,744 |
2022 (in shares) | 429,747 |
Share-Based Compensation - Ac_2
Share-Based Compensation - Activity for Awards Granted under the Management Incentive Units Plan (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 28, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Fair value of shares that vested and settled | $ 6 | $ 2.1 | $ 2.4 | |
Share based compensation expense | 19.2 | $ 7.7 | $ 4.6 | |
Total unrecognized compensation cost related to unvested shares of restricted stock | $ 75.3 | |||
Total unrecognized compensation cost related to unvested shares of restricted stock, weighted average period of recognition | 3 years | |||
Management Incentive Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Outstanding at beginning of period (in shares) | 0 | 720,180 | ||
Granted (in shares) | 475,900 | |||
Forfeitures (in shares) | (40,000) | |||
Exchanged for options (in shares) | (10,000) | |||
Exchanged for Class B common stock (in shares) | (1,146,080) | |||
Outstanding at end of period (in shares) | 0 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Outstanding at beginning of period, weighted-average grant-date fair value per share (in dollars per share) | $ 3.15 | |||
Granted, weighted-average grant-date fair value per share (in dollars per share) | 7.34 | |||
Forfeitured, weighted average exercise price (in dollars per share) | 2.97 | |||
Exchanged for options, weighted average grant date fair value (in dollars per share) | 2.97 | |||
Exchanged for Class B common stock, weighted-average grant-date fair value per share (in dollars per share) | $ 4.90 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||||
Outstanding at beginning of period, Weighted Average Remaining Contractual Terms | 1 year 10 months 24 days |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Expected volatility | 26.10% |
Expected dividend yield | 0.20% |
Expected life (in years) | 7 years |
Risk-free interest rate | 3.10% |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Company Contribution Amount | $ 5,100 | $ 1,300 | $ 700 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Oct. 28, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Valuation allowance | $ 83,871 | $ 55,057 | |
Income tax benefit, percentage of benefit payable to noncontrolling owners | 85.00% | 85.00% | |
Income Tax Benefit, Percentage Of Benefit Payable To Controlling Owners | 0.15 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||||
Federal | $ 11 | $ 0 | $ 13 | ||||
State and local | 3 | 0 | 4 | ||||
Current Income Tax Expense (Benefit) | 14 | 0 | 17 | ||||
Income Tax Expense | $ 19 | $ 0 | $ 0 | $ 0 | 19 | (5) | 17 |
Deferred Federal Income Tax Expense (Benefit) | 4 | (4) | 0 | ||||
Deferred State and Local Income Tax Expense (Benefit) | 1 | (1) | 0 | ||||
Deferred Federal, State and Local, Tax Expense (Benefit) | $ 5 | $ (5) | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||||
Income (loss) before income taxes | $ (44,366) | $ (24,601) | $ (20,441) | $ 31,307 | $ (58,101) | $ (29,890) | $ (22,437) |
Noncontrolling interest | $ 7,072 | $ 4,415 | 3,138 | ||||
Statutory Income Tax Rate | 21.00% | 21.00% | |||||
Tax provision at statutory rate (21%) | $ (12,201) | $ (6,280) | (4,712) | ||||
Valuation allowance | 6,942 | 3,383 | 2,228 | ||||
State and local income tax | (2,403) | (1,215) | (1,064) | ||||
Share-based compensation | (467) | (175) | 0 | ||||
MIU issuance | 452 | 22 | 328 | ||||
IRC 162(m) | 435 | 0 | 0 | ||||
Meals and entertainment | 86 | 110 | 79 | ||||
State rate change | (12) | (206) | 0 | ||||
True-up and adjustments | 3 | (157) | 0 | ||||
Other | 112 | 98 | 20 | ||||
Income Tax Expense | $ 19 | $ 0 | $ 0 | $ 0 | $ 19 | $ (5) | $ 17 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Investment in Partnerships | $ 75,368 | $ 50,364 |
Net operating loss | 6,018 | 2,216 |
Capitalized transaction costs | 2,304 | 2,477 |
Charitable contributions | 143 | 0 |
163(j) limitation carryforward | 38 | 0 |
Total deferred tax assets | 83,871 | 55,057 |
Valuation allowance | (83,871) | (55,057) |
Net deferred tax assets | 0 | 0 |
Charitable contributions | $ 143 | $ 0 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Details) - shares | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 330,244 | 3,119,909 | 826,027 |
Class B Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 43,257,738 | 56,338,051 | 49,828,383 |
Earnings (Loss) Per Share Sched
Earnings (Loss) Per Share Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to BRP Group, Inc. | $ (8,650) | $ (30,646) | $ (15,696) |
Basic and diluted weighted-average shares of Class A common stock outstanding | 17,916,735 | 47,587,866 | 27,175,705 |
Basic and diluted net loss per share | $ (0.48) | $ (0.64) | $ (0.58) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Level 2 Assets | $ 2,876,307 | $ 1,585,388 | $ 1,529,914 |
Level 3 Liabilities | 1,688,751 | $ 814,428 | 759,946 |
Fair Value, Recurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Asset | 6,300 | ||
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest Rate Caps | 0 | ||
Level 2 Assets | 6,338 | 0 | |
Contingent earnout liabilities | 258,589 | 164,819 | |
Level 3 Liabilities | 258,589 | $ 164,819 | |
Fair Value, Inputs, Level 2 | Fair Value, Recurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative Asset | $ 6,338 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Maximum estimated exposure to contingent earnout liabilities | $ 1,000,000,000 | ||
Change in fair value of contingent asset | $ 100,000 | ||
Unamortized debt discount and issuance costs | (23,488,000) | (13,600,000) | |
Estimate of Fair Value Measurement | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Long-term Debt, Fair Value Measurement | 904,100,000 | 402,000,000 | |
Reported Value Measurement | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Long-term Debt, Fair Value Measurement | 881,600,000 | 399,000,000 | |
Contingent Earnout Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Change in estimated fair value of contingent earnout liabilities | $ 45,200,000 | $ 20,400,000 | $ 10,600,000 |
Maximum | Revenue or EBITDA Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.22 | 0.20 | |
Maximum | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.1550 | 18 | |
Minimum | Revenue or EBITDA Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 5 | 7 | |
Minimum | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.0500 | 5 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities: | ||
Measurement period adjustment, liabilities | $ (5,100) | |
Contingent Earnout Liabilities | ||
Liabilities: | ||
Balance at beginning of year | 164,819 | $ 48,769 |
Settlement of contingent consideration (3) | (74,048) | (2,919) |
Fair value of contingent consideration recorded | 122,622 | 98,523 |
Change in fair value of contingent consideration | (45,196) | (20,446) |
Balance at end of year | 258,589 | 164,819 |
Measurement period adjustment, liabilities | (4,700) | |
Issuances, Gross | 127,300 | |
Liability settlements, Noncash | 61,500 | |
Contingently Returnable Consideration | ||
Assets: | ||
Balance at beginning of year | $ 0 | 70 |
Fair value of contingent consideration recorded in connection with business combinations | 0 | |
Change in fair value of contingent consideration | (70) | |
Balance at end of year | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Settlements | $ 0 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information by Operating Group (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | |
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | $ 159,200 | $ 135,556 | $ 119,706 | $ 152,828 | $ 567,290 | $ 240,919 | $ 137,841 | |
Commissions, employee compensation and benefits | 400,050 | 174,114 | 96,955 | |||||
Other operating expenses | 102,162 | 48,060 | 24,576 | |||||
Amortization expense | 48,720 | 19,038 | 10,007 | |||||
Change in fair value of contingent consideration | 45,196 | 20,516 | 10,829 | |||||
Depreciation expense | 2,788 | 1,129 | 542 | |||||
Total operating expenses | 197,057 | 152,739 | 133,242 | 115,878 | 598,916 | 262,857 | 142,909 | |
Operating income (loss) | (37,857) | (17,183) | (13,536) | 36,950 | (31,626) | (21,938) | (5,068) | |
Interest income (expense), net | (26,899) | (7,857) | (10,640) | |||||
Loss on extinguishment of debt | 0 | 0 | (6,732) | |||||
Other income (expense), net | 424 | (95) | 3 | |||||
Total other income (expense) | (6,509) | (7,418) | (6,905) | (5,643) | (26,475) | (7,952) | (17,369) | |
Income (loss) before income taxes | (44,366) | (24,601) | (20,441) | 31,307 | (58,101) | (29,890) | (22,437) | |
Income tax expense (benefit) | 19 | 0 | 0 | 0 | 19 | (5) | 17 | |
Net income (loss) | (44,385) | $ (24,601) | $ (20,441) | $ 31,307 | (58,120) | (29,885) | (22,454) | |
Capital expenditures | 5,321 | 5,469 | 1,718 | |||||
Total assets | 2,876,307 | 2,876,307 | 1,529,914 | $ 1,585,388 | ||||
Middle Market | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | 363,822 | 103,393 | 56,394 | |||||
Commissions, employee compensation and benefits | 234,652 | 66,303 | 37,560 | |||||
Other operating expenses | 50,037 | 16,319 | 8,396 | |||||
Amortization expense | 34,056 | 7,037 | 1,861 | |||||
Change in fair value of contingent consideration | 32,735 | 143 | (1,378) | |||||
Depreciation expense | 1,483 | 586 | 344 | |||||
Total operating expenses | 352,963 | 90,388 | 46,783 | |||||
Operating income (loss) | 10,859 | 13,005 | 9,611 | |||||
Interest income (expense), net | (150) | 46 | 37 | |||||
Loss on extinguishment of debt | 0 | |||||||
Other income (expense), net | 573 | (66) | 3 | |||||
Total other income (expense) | 423 | (20) | 40 | |||||
Income (loss) before income taxes | 11,282 | 12,985 | 9,651 | |||||
Income tax expense (benefit) | 0 | 0 | 0 | |||||
Net income (loss) | 11,282 | 12,985 | 9,651 | |||||
Capital expenditures | 949 | 629 | 256 | |||||
Total assets | 2,142,485 | 2,142,485 | 1,194,185 | |||||
Middle Market | Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | (1,500) | (500) | ||||||
Specialty | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | 144,455 | 88,876 | 44,913 | |||||
Commissions, employee compensation and benefits | 102,824 | 67,189 | 32,505 | |||||
Other operating expenses | 13,716 | 5,746 | 3,318 | |||||
Amortization expense | 11,326 | 9,131 | 6,466 | |||||
Change in fair value of contingent consideration | 11,881 | 16,707 | 13,513 | |||||
Depreciation expense | 184 | 167 | 11 | |||||
Total operating expenses | 139,931 | 98,940 | 55,813 | |||||
Operating income (loss) | 4,524 | (10,064) | (10,900) | |||||
Interest income (expense), net | (2) | 0 | (32) | |||||
Loss on extinguishment of debt | 0 | |||||||
Other income (expense), net | (38) | (28) | 0 | |||||
Total other income (expense) | (40) | (28) | (32) | |||||
Income (loss) before income taxes | 4,484 | (10,092) | (10,932) | |||||
Income tax expense (benefit) | 0 | 0 | 0 | |||||
Net income (loss) | 4,484 | (10,092) | (10,932) | |||||
Capital expenditures | 590 | 77 | 23 | |||||
Total assets | 549,662 | 549,662 | 188,360 | |||||
Specialty | Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | (200) | |||||||
MainStreet | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | 34,344 | 30,361 | 25,533 | |||||
Commissions, employee compensation and benefits | 22,884 | 17,852 | 14,727 | |||||
Other operating expenses | 4,970 | 4,440 | 3,888 | |||||
Amortization expense | 1,617 | 1,730 | 1,280 | |||||
Change in fair value of contingent consideration | 926 | 3,187 | (971) | |||||
Depreciation expense | 255 | 251 | 81 | |||||
Total operating expenses | 30,652 | 27,460 | 19,005 | |||||
Operating income (loss) | 3,692 | 2,901 | 6,528 | |||||
Interest income (expense), net | 0 | 4 | (8) | |||||
Loss on extinguishment of debt | 0 | |||||||
Other income (expense), net | 0 | 0 | 0 | |||||
Total other income (expense) | 0 | 4 | (8) | |||||
Income (loss) before income taxes | 3,692 | 2,905 | 6,520 | |||||
Income tax expense (benefit) | 0 | 0 | 0 | |||||
Net income (loss) | 3,692 | 2,905 | 6,520 | |||||
Capital expenditures | 99 | 109 | 417 | |||||
Total assets | 61,322 | 61,322 | 58,957 | |||||
MainStreet | Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | (500) | (200) | ||||||
Medicare | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | 27,392 | 19,320 | 11,001 | |||||
Commissions, employee compensation and benefits | 16,309 | 10,889 | 5,576 | |||||
Other operating expenses | 5,289 | 3,504 | 2,079 | |||||
Amortization expense | 1,716 | 1,132 | 381 | |||||
Change in fair value of contingent consideration | (346) | 479 | (335) | |||||
Depreciation expense | 90 | 53 | 17 | |||||
Total operating expenses | 23,058 | 16,057 | 7,718 | |||||
Operating income (loss) | 4,334 | 3,263 | 3,283 | |||||
Interest income (expense), net | 1 | 0 | 0 | |||||
Loss on extinguishment of debt | 0 | |||||||
Other income (expense), net | (4) | 0 | 0 | |||||
Total other income (expense) | (3) | 0 | 0 | |||||
Income (loss) before income taxes | 4,331 | 3,263 | 3,283 | |||||
Income tax expense (benefit) | 0 | 0 | 0 | |||||
Net income (loss) | 4,331 | 3,263 | 3,283 | |||||
Capital expenditures | 92 | 160 | 10 | |||||
Total assets | 56,472 | 56,472 | 43,675 | |||||
Medicare | Intersegment Eliminations | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | (600) | (300) | ||||||
Corporate and Other | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Commissions and fees | (2,723) | (1,031) | 0 | |||||
Commissions, employee compensation and benefits | 23,381 | 11,881 | 6,587 | |||||
Other operating expenses | 28,150 | 18,051 | 6,895 | |||||
Amortization expense | 5 | 8 | 19 | |||||
Change in fair value of contingent consideration | 0 | 0 | 0 | |||||
Depreciation expense | 776 | 72 | 89 | |||||
Total operating expenses | 52,312 | 30,012 | 13,590 | |||||
Operating income (loss) | (55,035) | (31,043) | (13,590) | |||||
Interest income (expense), net | (26,748) | (7,907) | (10,637) | |||||
Loss on extinguishment of debt | (6,732) | |||||||
Other income (expense), net | (107) | (1) | 0 | |||||
Total other income (expense) | (26,855) | (7,908) | (17,369) | |||||
Income (loss) before income taxes | (81,890) | (38,951) | (30,959) | |||||
Income tax expense (benefit) | 19 | (5) | 17 | |||||
Net income (loss) | (81,909) | (38,946) | (30,976) | |||||
Capital expenditures | 3,591 | 4,494 | $ 1,012 | |||||
Total assets | $ 66,366 | $ 66,366 | $ 44,737 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 4 |
Uncategorized Items - brp-20211
Label | Element | Value |
Noncontrolling Interest, Change in Redemption Value | us-gaap_MinorityInterestChangeInRedemptionValue | $ (143,413,000) |
Equity Units Issued During Period, Value, Non Voting Common Units To Members | brp_EquityUnitsIssuedDuringPeriodValueNonVotingCommonUnitsToMembers | 998,000 |
Members' Equity Account, Contributions Through Member Note Receivable | brp_MembersEquityAccountContributionsThroughMemberNoteReceivable | (263,000) |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 3,216,000 |
Noncontrolling Interest, Increase from Business Combination | us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination | 1,000,000 |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 259,838,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 728,000 |
Equity Units Issued During Period, Value, Management Incentive Plan | brp_EquityUnitsIssuedDuringPeriodValueManagementIncentivePlan | 1,334,000 |
Reduction Of Equity Loans To Purchase Member Units | brp_ReductionOfEquityLoansToPurchaseMemberUnits | (160,000) |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 210,036,000 |
Receivables from Stockholder [Member] | ||
Members' Equity Account, Contributions Through Member Note Receivable | brp_MembersEquityAccountContributionsThroughMemberNoteReceivable | (310,000) |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | (452,000) |
Reduction Of Equity Loans To Purchase Member Units | brp_ReductionOfEquityLoansToPurchaseMemberUnits | (160,000) |
Redeemable Members' Capital [Member] | ||
Noncontrolling Interest, Change in Redemption Value | us-gaap_MinorityInterestChangeInRedemptionValue | 91,204,000 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 1,151,000 |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | (123,115,000) |
Stock Repurchased During Period, Value | us-gaap_StockRepurchasedDuringPeriodValue | 11,177,000 |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | us-gaap_NetIncomeLossAttributableToRedeemableNoncontrollingInterest | 699,000 |
Issuance Of Voting Common Units To Redeemable Common Equity Holder, Capitalized, Value | brp_IssuanceOfVotingCommonUnitsToRedeemableCommonEquityHolderCapitalizedValue | 5,509,000 |
Repurchase Redemption Value Adjustments | brp_RepurchaseRedemptionValueAdjustments | 1,323,000 |
Members' Capital (Deficit) [Member] | ||
Noncontrolling Interest, Change in Redemption Value | us-gaap_MinorityInterestChangeInRedemptionValue | (143,413,000) |
Equity Units Issued During Period, Value, Non Voting Common Units To Members | brp_EquityUnitsIssuedDuringPeriodValueNonVotingCommonUnitsToMembers | 612,000 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 3,122,000 |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 207,593,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 602,000 |
Equity Units Issued During Period, Value, Management Incentive Plan | brp_EquityUnitsIssuedDuringPeriodValueManagementIncentivePlan | 1,334,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | (127,624,000) |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 209,847,000 |
Redeemable Noncontrolling Interest [Member] | ||
Noncontrolling Interest, Change in Redemption Value | us-gaap_MinorityInterestChangeInRedemptionValue | 52,209,000 |
Members' Equity Account, Contributions Through Member Note Receivable | brp_MembersEquityAccountContributionsThroughMemberNoteReceivable | 263,000 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 6,182,000 |
Noncontrolling Interest, Increase from Business Combination | us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination | 37,637,000 |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | (134,261,000) |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | us-gaap_NetIncomeLossAttributableToRedeemableNoncontrollingInterest | 4,119,000 |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 35,000 |
Noncontrolling Interest [Member] | ||
Equity Units Issued During Period, Value, Non Voting Common Units To Members | brp_EquityUnitsIssuedDuringPeriodValueNonVotingCommonUnitsToMembers | 386,000 |
Members' Equity Account, Contributions Through Member Note Receivable | brp_MembersEquityAccountContributionsThroughMemberNoteReceivable | 47,000 |
Partners' Capital Account, Distributions | us-gaap_PartnersCapitalAccountDistributions | 94,000 |
Noncontrolling Interest, Increase from Business Combination | us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination | 1,000,000 |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 180,315,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | 126,000 |
Common Class B [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 4,000 |
Common Class A [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 2,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 189,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 18,859,300 |