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. |