DEI Statement
DEI Statement - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
Document Information [Line Items] | ||
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001781755 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 Address, Address Line One | 4211 W. Boy Scout Blvd. | |
Entity Address, Address Line Two | Suite 800 | |
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 $0.01 per share | |
Trading Symbol | BRP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 59,094,187 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 56,132,278 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 156,811 | $ 138,292 |
Restricted cash | 87,097 | 89,445 |
Premiums, commissions and fees receivable, net | 375,290 | 340,837 |
Prepaid expenses and other current assets | 14,226 | 8,151 |
Due from related parties | 1,757 | 1,668 |
Total current assets | 635,181 | 578,393 |
Property and equipment, net | 18,280 | 17,474 |
Right-of-use assets | 83,014 | 81,646 |
Other assets | 45,543 | 25,586 |
Intangible assets, net | 927,605 | 944,467 |
Goodwill | 1,232,399 | 1,228,741 |
Total assets | 2,942,022 | 2,876,307 |
Current Liabilities | ||
Premiums payable to insurance companies | 309,257 | 310,045 |
Producer commissions payable | 52,314 | 41,833 |
Accrued expenses and other current liabilities | 87,316 | 92,223 |
Related party notes payable | 61,500 | 61,500 |
Current portion of contingent earnout liabilities | 20,897 | 35,088 |
Total current liabilities | 531,284 | 540,689 |
Revolving lines of credit | 75,000 | 35,000 |
Long-term debt, less current portion | 813,172 | 814,614 |
Contingent earnout liabilities, less current portion | 206,950 | 223,501 |
Operating lease liabilities, less current portion | 72,622 | 71,357 |
Other liabilities | 3,959 | 3,590 |
Total liabilities | 1,702,987 | 1,688,751 |
Mezzanine Equity | ||
Redeemable noncontrolling interest | 288 | 269 |
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Additional paid-in capital | 671,143 | 663,002 |
Accumulated deficit | (32,123) | (54,992) |
Stockholder notes receivable | (175) | (219) |
Total stockholders’ equity attributable to BRP Group, Inc. | 639,439 | 608,383 |
Noncontrolling interest | 599,308 | 578,904 |
Total stockholders’ equity | 1,238,747 | 1,187,287 |
Total liabilities, mezzanine equity and stockholders’ equity | 2,942,022 | 2,876,307 |
Common Class A | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 588 | 586 |
Common Class B | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 6 | 6 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets | ||
Cash and cash equivalents | 150 | 303 |
Premiums, commissions and fees receivable, net | 398 | 272 |
Total current assets | 548 | 575 |
Property and equipment, net | 14 | 15 |
Other assets | 5 | 5 |
Total assets | 567 | 595 |
Current Liabilities | ||
Premiums payable to insurance companies | 133 | 0 |
Producer commissions payable | 5 | 41 |
Accrued expenses and other current liabilities | 6 | 4 |
Total liabilities | $ 144 | $ 45 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares outstanding | 58,790,758 | 58,602,859 |
Common stock, shares issued | 58,790,758 | 58,602,859 |
Common Class B | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 56,268,051 | 56,338,051 |
Common stock, shares issued | 56,268,051 | 56,338,051 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Commissions and fees | $ 242,848 | $ 152,828 |
Operating expenses: | ||
Commissions, employee compensation and benefits | 153,750 | 89,375 |
Other operating expenses | 36,442 | 16,875 |
Amortization expense | 17,562 | 10,537 |
Change in fair value of contingent consideration | (5,632) | (1,503) |
Depreciation expense | 988 | 594 |
Total operating expenses | 203,110 | 115,878 |
Operating income | 39,738 | 36,950 |
Interest expense, net | (10,350) | (5,643) |
Other income, net | 15,451 | 0 |
Total other income (expense) | 5,101 | (5,643) |
Net income | 44,839 | 31,307 |
Less: net income attributable to noncontrolling interests | 21,970 | 16,001 |
Net income attributable to BRP Group, Inc. | 22,869 | 15,306 |
Comprehensive income | 44,839 | 31,307 |
Comprehensive income attributable to noncontrolling interests | 21,970 | 16,001 |
Comprehensive income attributable to BRP Group, Inc. | $ 22,869 | $ 15,306 |
Basic earnings per share | $ 0.41 | $ 0.35 |
Diluted earnings per share | $ 0.39 | $ 0.33 |
Weighted-average shares of Class A common stock outstanding - basic | 55,719,803 | 44,255,011 |
Weighted-average shares of Class A common stock outstanding - diluted | 58,715,825 | 45,783,086 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity and Mezzanine Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | Notes Receivable from Stockholders | Noncontrolling Interest | Redeemable Noncontrolling Interest | Common Class ACommon Stock | Common Class BCommon Stock |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 44,953,166 | 49,828,383 | ||||||
Balance at beginning of period, stockholders' equity at Dec. 31, 2020 | $ 769,870 | $ 392,139 | $ (24,346) | $ (465) | $ 402,087 | $ 450 | $ 5 | |
Balance at beginning of period, mezzanine equity at Dec. 31, 2020 | $ 98 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income | 31,280 | 15,306 | 15,974 | 27 | ||||
Equity issued in business combinations (in shares) | 154,132 | |||||||
Equity issued in business combinations | 2,459 | 3,632 | (1,175) | $ 2 | ||||
Share-based compensation, net of forfeitures (in shares) | 705,674 | |||||||
Share-based compensation, net of forfeitures | 2,489 | 2,245 | 237 | $ 7 | ||||
Redemption of Class B common stock (in shares) | 112,739 | (112,739) | ||||||
Redemption of Class B common stock | 0 | 869 | (870) | $ 1 | ||||
Repayment of stockholder notes receivable | 116 | 116 | ||||||
Balance at end of period (in shares) at Mar. 31, 2021 | 45,925,711 | 49,715,644 | ||||||
Balance at end of period, stockholders' equity at Mar. 31, 2021 | 806,214 | 398,885 | (9,040) | (349) | 416,253 | $ 460 | $ 5 | |
Balance at end of period, mezzanine equity at Mar. 31, 2021 | 125 | |||||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 58,602,859 | 56,338,051 | ||||||
Balance at beginning of period, stockholders' equity at Dec. 31, 2021 | 1,187,287 | 663,002 | (54,992) | (219) | 578,904 | $ 586 | $ 6 | |
Balance at beginning of period, mezzanine equity at Dec. 31, 2021 | 269 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income | 44,820 | 22,869 | 21,951 | 19 | ||||
Share-based compensation, net of forfeitures (in shares) | 117,899 | |||||||
Share-based compensation, net of forfeitures | 6,596 | 7,508 | (913) | $ 1 | ||||
Redemption of Class B common stock (in shares) | 70,000 | (70,000) | ||||||
Redemption of Class B common stock | 633 | (634) | $ 1 | |||||
Repayment of stockholder notes receivable | 44 | 44 | ||||||
Balance at end of period (in shares) at Mar. 31, 2022 | 58,790,758 | 56,268,051 | ||||||
Balance at end of period, stockholders' equity at Mar. 31, 2022 | $ 1,238,747 | $ 671,143 | $ (32,123) | $ (175) | $ 599,308 | $ 588 | $ 6 | |
Balance at end of period, mezzanine equity at Mar. 31, 2022 | $ 288 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 44,839 | $ 31,307 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 18,550 | 11,131 |
Change in fair value of contingent consideration | (5,632) | (1,503) |
Share-based compensation expense | 7,564 | 3,542 |
Amortization of deferred financing costs | 1,286 | 693 |
Change in fair value of interest rate caps | (15,810) | 0 |
Payment of contingent earnout consideration in excess of purchase price accrual | (11,117) | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Premiums, commissions and fees receivable, net | (35,359) | (50,364) |
Prepaid expenses and other current assets | (8,908) | (467) |
Due to/from related parties | (89) | 174 |
Right-of-use assets | (1,368) | (54,856) |
Accounts payable, accrued expenses and other current liabilities | 627 | 7,751 |
Operating lease liabilities | 1,984 | 55,879 |
Net cash provided by (used in) operating activities | (3,433) | 3,287 |
Cash flows from investing activities: | ||
Capital expenditures | (1,793) | (1,000) |
Investment in business venture | (639) | 0 |
Cash consideration paid for asset acquisitions, net of cash received | (700) | 0 |
Cash consideration paid for business combinations, net of cash received | 0 | (17,358) |
Net cash used in investing activities | (3,132) | (18,358) |
Cash flows from financing activities: | ||
Payment of contingent earnout consideration up to amount of purchase price accrual | (13,993) | 0 |
Proceeds from revolving line of credit | 40,000 | 0 |
Payments on long-term debt | (2,127) | (1,000) |
Payments of debt issuance costs | (1,188) | (59) |
Purchase of interest rate caps | 0 | (3,461) |
Proceeds from repayment of stockholder notes receivable | 44 | 116 |
Net cash provided by (used in) financing activities | 22,736 | (4,404) |
Net increase (decrease) in cash and cash equivalents and restricted cash | 16,171 | (19,475) |
Cash and cash equivalents and restricted cash at beginning of period | 227,737 | 142,022 |
Cash and cash equivalents and restricted cash at end of period | 243,908 | 122,547 |
Supplemental schedule of cash flow information: | ||
Cash paid during the period for interest | 9,049 | 5,765 |
Disclosure of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 5,336 | 0 |
Increase in goodwill resulting from measurement period adjustments for prior year business combinations | 3,658 | 0 |
Noncash debt issuance costs incurred | 92 | 0 |
Capital expenditures incurred but not yet paid | 0 | 244 |
Contingent earnout liabilities assumed in business combinations | 0 | 6,711 |
Equity issued in business combinations | $ 0 | $ 2,459 |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
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 is a diversified insurance agency and services organization that markets and sells insurance products and services to its customers throughout the U.S. 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 Operating Groups, including Middle Market, Specialty, MainStreet, and Medicare, which are discussed in more detail in Note 13. 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 Baldwin Risk Partners, LLC (“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 consolidates BRP in its consolidated financial statements, 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. The Company has prepared these condensed consolidated financial statements in accordance with Accounting Standards Codification (“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 2 for additional information regarding the Company’s variable interest entities. Topic 810 also requires that the equity of a noncontrolling interest shall be reported on the condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. Unaudited Interim Financial Reporting The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and related notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of recurring accruals, considered necessary for fair statement have been included. The accompanying balance sheet for the year ended December 31, 2021 was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2022. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition, including determination of allowances for estimated policy cancellations; 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. Changes in Presentation Certain prior year amounts have been reclassified to conform to current year presentation. The company reclassified its wealth business revenue from other income to consulting and service fee revenue in the disaggregated revenue table (Note 3). Recent Accounting Pronouncements In October 2021, the FASB issued Accounting Standards Update (“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. Adoption of the Lease Accounting Standard Under Topic 842 On December 31, 2021, the Company adopted ASU No. 2016-02, Leases (“Topic 842”) in connection with the loss of its emerging growth company status. Topic 842 was adopted effective January 1, 2021 (the “adoption date”) on a modified retrospective basis, under which the Company applied the new guidance to leases existing at, or entered into after, the adoption date. The Company adjusted its previously reported consolidated financial statements effective January 1, 2021 in its Form 10-K for the year ended December 31, 2021 without filing amendments to its previously filed quarterly reports on Form 10-Q for the same year. Accordingly, our prior period condensed consolidated financial statements and information, as presented herein, have been restated to conform to the new standard. The following table summarizes the effects of adopting ASC 842 on our condensed consolidated statement of comprehensive income for the three months ended March 31, 2021: (in thousands, except per share data) As Previously Reported Effect of Adoption of Topic 842 As Adjusted Operating expenses: Other operating expenses $ 17,568 $ (693) $ 16,875 Total operating expenses 116,571 (693) 115,878 Operating income 36,257 693 36,950 Net income 30,614 693 31,307 Net income attributable to BRP Group, Inc. 14,613 693 15,306 Basic earnings per share $ 0.33 $ 0.02 $ 0.35 Diluted earnings per share $ 0.32 $ 0.01 $ 0.33 The following table summarizes the effects of adopting ASC 842 on our condensed consolidated statement of cash flows for the three months ended March 31, 2021: (in thousands) As Previously Reported Effect of Adoption of Topic 842 As Adjusted Cash flows from operating activities: Net income $ 30,614 $ 693 $ 31,307 Changes in operating assets and liabilities, net of effect of acquisitions: Prepaid expenses and other current assets (636) 169 (467) Right-of-use assets — (54,856) (54,856) Accounts payable, accrued expenses and other current liabilities 9,636 (1,885) 7,751 Operating lease liabilities — 55,879 55,879 |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities Topic 810 requires a reporting entity to consolidate a variable interest entity (“VIE”) when the reporting entity has a variable interest or combination of variable interests that provide the entity with a controlling financial interest in the VIE. The Company continually assesses whether it has a controlling financial interest in each of its VIEs to determine if it is the primary beneficiary of the VIE and should, therefore, consolidate each of the VIEs. A reporting entity is considered to have a controlling financial interest in a VIE if it has (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb the losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company determined that it is the primary beneficiary of its VIEs, which, at March 31, 2022 and December 31, 2021, 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 condensed consolidated statements of comprehensive income were $0.3 million and $0.3 million, respectively, for the three months ended March 31, 2022 and $0.2 million and $0.2 million, respectively, for the three months ended March 31, 2021. |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides disaggregated commissions and fees revenue by major source: For the Three Months (in thousands) 2022 2021 Direct bill revenue (1) $ 131,660 $ 94,505 Agency bill revenue (2) 73,177 35,340 Profit-sharing revenue (3) 15,012 10,292 Consulting and service fee revenue (4) 14,337 7,007 Policy fee and installment fee revenue (5) 5,708 4,476 Other income (6) 2,954 1,208 Total commissions and fees $ 242,848 $ 152,828 __________ (1) Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients, primarily for private risk management, commercial risk management, employee benefits and Medicare insurance types. (2) Agency bill revenue primarily represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients. The Company acts as an agent on behalf of the Client. (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 the Company is entitled to renewal commissions. However, the Company has applied a constraint to renewal commission that limits revenue recognized on new policies to the policy year in effect, and revenue recognized on renewed policies to the receipt of periodic cash, when a risk of significant reversals exists based on: (i) insufficient history; and (ii) the influence of external factors outside of the Company’s control, including policyholder discretion over plans and Insurance Company Partner relationship, political influence, and a contractual provision, which limits the Company’s right to receive renewal commissions to ongoing compliance and regulatory approval of the relevant Insurance Company Partner and compliance with the Centers for Medicare and Medicaid Services. • The Company recognizes separately contracted commissions revenue at the effective date of insurance placement and considers any ongoing interaction with the customer to be immaterial in the context of the contract. • Variable consideration includes estimates of direct bill commissions, a reserve for policy cancellations and an estimate of profit-sharing revenue. • Costs to obtain a contract are deferred and recognized over 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) | 3 Months Ended |
Mar. 31, 2022 | |
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 condensed consolidated balance sheets. The balances of contract assets and liabilities arising from contracts with customers are as follows: (in thousands) March 31, 2022 December 31, 2021 Contract assets $ 206,193 $ 168,550 Contract liabilities 22,059 18,178 During the three months ended March 31, 2022, the Company recognized revenue of $14.2 million related to the contract liabilities balance at December 31, 2021. |
Deferred Commission Expense (No
Deferred Commission Expense (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Commission Expense | Deferred Commission Expense The Company pays an incremental amount of compensation in the form of producer commissions on new business. In accordance with ASC Topic 340, Other Assets and Deferred Costs, these incremental costs are deferred and amortized over five years, which represents management’s estimate of the average benefit period for new business. Deferred commission expense represents employee commissions that are capitalized and not yet expensed and are included in other assets on the condensed consolidated balance sheets. The table below provides a rollforward of deferred commission expense for the periods presented: For the Three Months (in thousands) 2022 2021 Balance at beginning of period $ 11,336 $ 4,751 Costs capitalized 3,630 835 Amortization (927) (422) Balance at end of period $ 14,039 $ 5,164 |
Payables and Accruals (Notes)
Payables and Accruals (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: (in thousands) March 31, 2022 December 31, 2021 Contract liabilities $ 22,059 $ 18,178 Accrued expenses 13,310 9,731 Current portion of operating lease liabilities 13,239 12,520 Deferred consideration payments 9,941 12,355 Current portion of long-term debt 8,521 8,521 Accrued compensation and benefits 9,929 22,460 Tax distribution payable 5,072 5,072 Other 5,245 3,386 Accrued expenses and other current liabilities $ 87,316 $ 92,223 |
Long-term Debt (Notes)
Long-term Debt (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt As of December 31, 2021, the Company’s credit agreement with JPMorgan Chase Bank, N.A., provided for senior secured credit facilities in an aggregate principal amount of $1.325 billion (the "JPM Credit Agreement"), which consisted of (i) a term loan facility in the principal amount of $850.0 million maturing in 2027 (the “Term Loan B”) and (ii) a revolving credit facility with commitments in an aggregate principal amount of $475.0 million maturing in 2025 (the “Revolving Facility”). On March 28, 2022, the Company entered into Amendment No. 5 to the JPM Credit Agreement, under which (i) the aggregate principal amount of the Revolving Facility was increased from $475.0 million to $600.0 million, (ii) the interest rate on the Revolving Facility changed to the Secured Overnight Financing Rate (“SOFR”), plus a credit spread adjustment of 10 basis points (“bps”), plus an amount between 200 bps and 300 bps based on the total net leverage ratio, (iii) the total net leverage ratio covenant increased to 7.0x consolidated EBITDA and (iv) the maturity of the Revolving Facility was extended to April 1, 2027. The other terms of the Revolving Facility and the terms of the Term Loan B remained unchanged. The JPM Credit Agreement provides for a benchmark replacement to SOFR such that there are no material contract modifications resulting from a transition from the London Interbank Offered Rate (“LIBOR”). The Term Loan B bears interest at LIBOR plus 350 bps, subject to a LIBOR floor of 50 bps. At March 31, 2022, the outstanding borrowings on the Term Loan B were $844.5 million and had an applicable interest rate of 4.00%. The outstanding borrowings on the Revolving Facility of $75.0 million had an applicable interest rate of 3.35% at March 31, 2022. The Revolving Facility is also subject to a commitment fee of 0.40% on the unused capacity at March 31, 2022. On April 28, 2022, the Company borrowed an additional $380.0 million under the Revolving Facility for general working capital purposes and to fund certain closing cash and post-closing contingent consideration payments for the Westwood Partnership as discussed further in Note 14. 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 March 31, 2022. Interest Rate Caps The Company enters into interest rate caps to mitigate its exposure to interest rate risk by limiting the impact of interest rate changes on cash flows. The interest rate caps are recorded at an aggregate fair value of $22.1 million and $6.3 million at March 31, 2022 and December 31, 2021, respectively, and are included as a component of other assets on the condensed consolidated balance sheets. The Company recorded a fair value gain of $15.8 million related to the interest rate caps for the three months ended March 31, 2022, which is included as a component of other income, net in the condensed consolidated statements of comprehensive income. |
Related Party Transactions (Not
Related Party Transactions (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Notes Payable 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 bear no interest and were subsequently paid in full in April 2022 as discussed in Note 14. Commission Revenue The Company serves as a broker for Holding Company of the Villages, Inc. (“The Villages”) and certain affiliated entities. Commission revenue recorded as a result of transactions with The Villages was $1.1 million and $0.6 million for the three months ended March 31, 2022 and 2021, respectively. Commissions Expense A brother of Lowry Baldwin, our Board Chair, earned $0.1 million from the Company in Risk Advisor commissions during the three months ended March 31, 2022. Rent Expense The Company has various agreements to lease office space from wholly-owned subsidiaries of The Villages. Total rent expense incurred with respect to The Villages and its wholly-owned subsidiaries was $0.1 million for each of the three months ended March 31, 2022 and 2021. The Company has various agreements to lease office space from other related party entities. Total rent expense incurred with respect to related parties other than The Villages was $0.9 million and $0.5 million for the three months ended March 31, 2022 and 2021, respectively. |
Share-Based Compensation (Notes
Share-Based Compensation (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Omnibus Incentive Plan and Partnership Inducement Award Plan The Company has an Omnibus Incentive Plan (the “Omnibus Plan”) and a Partnership Inducement Award Plan (the “Inducement Plan” and collectively, the “Plans”) to motivate and reward Colleagues and other individuals, including those who join the Company through Partnerships, to perform at the highest level and contribute significantly to the Company’s success, thereby furthering the best interests of its shareholders. The Omnibus Plan and the Inducement Plan provide for the Company to make awards of 6,142,862 and 3,000,000 shares of Class A common stock, respectively, at March 31, 2022. During the three months ended March 31, 2022, the Company made awards of restricted stock, unrestricted stock and performance-based restricted stock units under the Plans to its non-employee directors, Colleagues and executive officers. Shares of unrestricted stock issued to directors during the three months ended March 31, 2022 were vested upon issuance while restricted stock issued to Colleagues, Risk Advisors and executive officers generally either cliff vest after 3 to 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 December 31, 2021 3,215,731 $ 28.83 Granted 339,268 34.13 Vested and settled (190,476) 29.36 Forfeited (28,035) 25.54 Outstanding at March 31, 2022 3,336,488 29.39 The total fair value of shares that vested and settled under the Plans was $5.6 million and $0.2 million for the three months ended March 31, 2022 and 2021, respectively. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income attributable to BRP Group, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed giving effect to all potentially dilutive shares of 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 Three Months 2022 2021 Shares of Class B common stock 56,268,051 49,715,644 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 earnings per share for the periods presented. For the Three Months (in thousands, except per share data) 2022 2021 Basic earnings per share: Net income attributable to BRP Group, Inc. $ 22,869 $ 15,306 Shares used for basic earnings per share: Weighted-average shares of Class A common stock outstanding - basic 55,720 44,255 Basic earnings per share $ 0.41 $ 0.35 Diluted earnings per share: Net income attributable to BRP Group, Inc. $ 22,869 $ 15,306 Shares used for diluted earnings per share: Weighted-average shares of Class A common stock outstanding 55,720 44,255 Dilutive effect of unvested restricted shares of Class A common stock 2,996 1,528 Weighted-average shares of Class A common stock outstanding - diluted 58,716 45,783 Diluted earnings per share $ 0.39 $ 0.33 |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement (“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. The fair value measurement level for assets and liabilities 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 The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: (in thousands) March 31, 2022 December 31, 2021 Level 2 Interest rate caps $ 22,148 $ 6,338 Level 2 Assets $ 22,148 $ 6,338 Level 3 Contingent earnout liabilities $ 227,847 $ 258,589 Level 3 Liabilities $ 227,847 $ 258,589 Methodologies used for assets and liabilities measured at fair value on a recurring basis within Level 3 of the fair value hierarchy at March 31, 2022 and December 31, 2021 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 $22.1 million at March 31, 2022. 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 contingent earnout liabilities is based on sales projections for the acquired entities, which are reassessed each reporting period. Based on the Company’s ongoing assessment of the fair value of its contingent earnout liabilities, the Company recorded a net decrease in the estimated fair value of such liabilities of $5.6 million for the three months ended March 31, 2022. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be approximately $1.0 billion at March 31, 2022. The Company measures 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 liability with a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the 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. 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 interest, taxes, depreciation and amortization (“EBITDA”), or the number of rental units tracked. Revenue and EBITDA growth rates generally ranged from 5% to 23% at March 31, 2022 and from 5% to 22% at December 31, 2021. 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 6.25% to 16.50% at March 31, 2022 and from 5.00% to 15.50% at December 31, 2021. 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 contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Three Months (in thousands) 2022 2021 Balance at beginning of period $ 258,589 $ 164,819 Settlement of contingent consideration (25,110) — Change in fair value of contingent consideration (5,632) (1,503) Fair value of contingent consideration issuances — 1,967 Balance at end of period $ 227,847 $ 165,283 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 $826.8 million and $904.1 million at March 31, 2022 and December 31, 2021, respectively, compared to outstanding principal amounts of $919.5 million and $881.6 million, respectively. These outstanding principal amounts do not reflect unamortized debt discount and issuance costs of $22.8 million and $23.5 million at March 31, 2022 and December 31, 2021, respectively, which are netted against long-term debt for balance sheet presentation. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. |
Segment Reporting (Notes)
Segment Reporting (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
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, an 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, the Company generates profit sharing income in each of those segments based on either the underlying book of business or performance, such as loss ratios. In the Middle Market Operating Group only, the Company generates fees from service fee and consulting arrangements. Service fee arrangements are in place with certain customers in lieu of commission arrangements. In the Medicare Operating Group, the Company generates commissions and fees in the form of direct bill insurance placement and marketing income. Marketing income is earned through co-branded marketing campaigns with the Company’s Insurance Company Partners. The Company’s chief operating decision maker, the chief executive officer, uses net income before interest, taxes, depreciation, amortization, and one-time transactional-related expenses or non-recurring items to manage resources and make decisions about the business. 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 Three Months Ended March 31, 2022 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 171,403 $ 49,523 $ 9,277 $ 13,681 $ (1,036) $ 242,848 Net income (loss) 54,887 5,318 (1,858) 4,300 (17,808) 44,839 __________ (1) During the three months ended March 31, 2022, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $0.3 million; the Specialty Operating Group recorded intercompany commissions and fees revenue from activity with itself of $0.1 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market and Specialty Operating Groups of less than $0.1 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 Three Months Ended March 31, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 110,555 $ 25,082 $ 8,222 $ 9,452 $ (483) $ 152,828 Net income (loss) 41,879 1,887 1,351 2,317 (16,127) 31,307 __________ (1) During the three months ended March 31, 2021, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $0.4 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of less than $0.1 million; and the Medicare Operating Group recorded intercompany commissions and fees revenue from activity with itself of $0.1 million. These intercompany commissions and fees are eliminated through Corporate and Other. (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Total assets at March 31, 2022 $ 2,152,236 $ 530,987 $ 59,417 $ 50,737 $ 148,645 $ 2,942,022 Total assets at December 31, 2021 2,142,485 549,662 61,322 56,472 66,366 2,876,307 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 1, 2022, the Company paid $61.5 million to satisfy its obligations under its related party notes payable. On April 29, 2022, the Company acquired all of the outstanding equity interests of Westwood Insurance Agency (“Westwood”) for upfront consideration consisting of $385.0 million of cash (which was reduced by the value of shares of Class A common stock issued to Westwood colleagues in connection with the Partnership). Westwood will also have the opportunity to receive additional contingent consideration payable in cash. The Partnership brings to the Company a leading tech-enabled, personal lines agency with specialization in builder-sourced homeowners insurance. The Company has not yet completed its evaluation and determination of consideration paid and assets and liabilities acquired for this business combination in accordance with ASC Topic 805, Business Combinations . On April 28, 2022, the Company borrowed an additional $380.0 million under the Revolving Facility for general working capital purposes and to fund certain closing cash and post-closing contingent consideration payments for the Westwood Partnership. As of the date of this filing, the amount outstanding under the Revolving Facility is $530.0 million and the remaining availability for borrowing is $70.0 million. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of Baldwin Risk Partners, LLC (“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 consolidates BRP in its consolidated financial statements, 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. The Company has prepared these condensed consolidated financial statements in accordance with Accounting Standards Codification (“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 2 for additional information regarding the Company’s variable interest entities. Topic 810 also requires that the equity of a noncontrolling interest shall be reported on the condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition, including determination of allowances for estimated policy cancellations; 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. |
Recent Accounting Pronouncements | In October 2021, the FASB issued Accounting Standards Update (“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. |
Business and Basis of Present_2
Business and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounting Standards Update and Change in Accounting Principle | The following table summarizes the effects of adopting ASC 842 on our condensed consolidated statement of comprehensive income for the three months ended March 31, 2021: (in thousands, except per share data) As Previously Reported Effect of Adoption of Topic 842 As Adjusted Operating expenses: Other operating expenses $ 17,568 $ (693) $ 16,875 Total operating expenses 116,571 (693) 115,878 Operating income 36,257 693 36,950 Net income 30,614 693 31,307 Net income attributable to BRP Group, Inc. 14,613 693 15,306 Basic earnings per share $ 0.33 $ 0.02 $ 0.35 Diluted earnings per share $ 0.32 $ 0.01 $ 0.33 The following table summarizes the effects of adopting ASC 842 on our condensed consolidated statement of cash flows for the three months ended March 31, 2021: (in thousands) As Previously Reported Effect of Adoption of Topic 842 As Adjusted Cash flows from operating activities: Net income $ 30,614 $ 693 $ 31,307 Changes in operating assets and liabilities, net of effect of acquisitions: Prepaid expenses and other current assets (636) 169 (467) Right-of-use assets — (54,856) (54,856) Accounts payable, accrued expenses and other current liabilities 9,636 (1,885) 7,751 Operating lease liabilities — 55,879 55,879 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table provides disaggregated commissions and fees revenue by major source: For the Three Months (in thousands) 2022 2021 Direct bill revenue (1) $ 131,660 $ 94,505 Agency bill revenue (2) 73,177 35,340 Profit-sharing revenue (3) 15,012 10,292 Consulting and service fee revenue (4) 14,337 7,007 Policy fee and installment fee revenue (5) 5,708 4,476 Other income (6) 2,954 1,208 Total commissions and fees $ 242,848 $ 152,828 __________ (1) Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients, primarily for private risk management, commercial risk management, employee benefits and Medicare insurance types. (2) Agency bill revenue primarily represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients. The Company acts as an agent on behalf of the Client. (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) | 3 Months Ended |
Mar. 31, 2022 | |
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 are as follows: (in thousands) March 31, 2022 December 31, 2021 Contract assets $ 206,193 $ 168,550 Contract liabilities 22,059 18,178 |
Deferred Commission Expense (Ta
Deferred Commission Expense (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 periods presented: For the Three Months (in thousands) 2022 2021 Balance at beginning of period $ 11,336 $ 4,751 Costs capitalized 3,630 835 Amortization (927) (422) Balance at end of period $ 14,039 $ 5,164 |
Payables and Accruals (Tables)
Payables and Accruals (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liabilities consist of the following: (in thousands) March 31, 2022 December 31, 2021 Contract liabilities $ 22,059 $ 18,178 Accrued expenses 13,310 9,731 Current portion of operating lease liabilities 13,239 12,520 Deferred consideration payments 9,941 12,355 Current portion of long-term debt 8,521 8,521 Accrued compensation and benefits 9,929 22,460 Tax distribution payable 5,072 5,072 Other 5,245 3,386 Accrued expenses and other current liabilities $ 87,316 $ 92,223 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Activity of Non-vested Awards under Omnibus and Partnership Inducement Plans | 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 December 31, 2021 3,215,731 $ 28.83 Granted 339,268 34.13 Vested and settled (190,476) 29.36 Forfeited (28,035) 25.54 Outstanding at March 31, 2022 3,336,488 29.39 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and earnings per share for the periods presented. For the Three Months (in thousands, except per share data) 2022 2021 Basic earnings per share: Net income attributable to BRP Group, Inc. $ 22,869 $ 15,306 Shares used for basic earnings per share: Weighted-average shares of Class A common stock outstanding - basic 55,720 44,255 Basic earnings per share $ 0.41 $ 0.35 Diluted earnings per share: Net income attributable to BRP Group, Inc. $ 22,869 $ 15,306 Shares used for diluted earnings per share: Weighted-average shares of Class A common stock outstanding 55,720 44,255 Dilutive effect of unvested restricted shares of Class A common stock 2,996 1,528 Weighted-average shares of Class A common stock outstanding - diluted 58,716 45,783 Diluted earnings per share $ 0.39 $ 0.33 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value by Balance Sheet Grouping | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: (in thousands) March 31, 2022 December 31, 2021 Level 2 Interest rate caps $ 22,148 $ 6,338 Level 2 Assets $ 22,148 $ 6,338 Level 3 Contingent earnout liabilities $ 227,847 $ 258,589 Level 3 Liabilities $ 227,847 $ 258,589 |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Three Months (in thousands) 2022 2021 Balance at beginning of period $ 258,589 $ 164,819 Settlement of contingent consideration (25,110) — Change in fair value of contingent consideration (5,632) (1,503) Fair value of contingent consideration issuances — 1,967 Balance at end of period $ 227,847 $ 165,283 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 Three Months Ended March 31, 2022 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 171,403 $ 49,523 $ 9,277 $ 13,681 $ (1,036) $ 242,848 Net income (loss) 54,887 5,318 (1,858) 4,300 (17,808) 44,839 __________ (1) During the three months ended March 31, 2022, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $0.3 million; the Specialty Operating Group recorded intercompany commissions and fees revenue from activity with itself of $0.1 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market and Specialty Operating Groups of less than $0.1 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 Three Months Ended March 31, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 110,555 $ 25,082 $ 8,222 $ 9,452 $ (483) $ 152,828 Net income (loss) 41,879 1,887 1,351 2,317 (16,127) 31,307 __________ (1) During the three months ended March 31, 2021, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $0.4 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of less than $0.1 million; and the Medicare Operating Group recorded intercompany commissions and fees revenue from activity with itself of $0.1 million. These intercompany commissions and fees are eliminated through Corporate and Other. (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Total assets at March 31, 2022 $ 2,152,236 $ 530,987 $ 59,417 $ 50,737 $ 148,645 $ 2,942,022 Total assets at December 31, 2021 2,142,485 549,662 61,322 56,472 66,366 2,876,307 |
Business and Basis of Present_3
Business and Basis of Presentation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Date of incorporation or formation | Jul. 1, 2019 |
Business and Basis of Present_4
Business and Basis of Presentation - Cumulative Effect of Applying Topic 842 on Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other operating expenses | $ 36,442 | $ 16,875 |
Total operating expenses | 203,110 | 115,878 |
Operating Income | 39,738 | 36,950 |
Net income | 44,839 | 31,307 |
Net income attributable to BRP Group, Inc. | $ 22,869 | $ 15,306 |
Basic earnings per share | $ 0.41 | $ 0.35 |
Diluted earnings per share | $ 0.39 | $ 0.33 |
Prepaid expenses and other current assets | $ (8,908) | $ (467) |
Right-of-use assets | (1,368) | (54,856) |
Accounts payable, accrued expenses and other current liabilities | 627 | 7,751 |
Operating lease liabilities | $ 1,984 | 55,879 |
Previously Reported | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other operating expenses | 17,568 | |
Total operating expenses | 116,571 | |
Operating Income | 36,257 | |
Net income | 30,614 | |
Net income attributable to BRP Group, Inc. | $ 14,613 | |
Basic earnings per share | $ 0.33 | |
Diluted earnings per share | $ 0.32 | |
Prepaid expenses and other current assets | $ 636 | |
Right-of-use assets | 0 | |
Accounts payable, accrued expenses and other current liabilities | 9,636 | |
Operating lease liabilities | 0 | |
Revision of Prior Period, Accounting Standards Update, Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other operating expenses | (693) | |
Total operating expenses | (693) | |
Operating Income | 693 | |
Net income | 693 | |
Net income attributable to BRP Group, Inc. | $ 693 | |
Basic earnings per share | $ 0.02 | |
Diluted earnings per share | $ 0.01 | |
Prepaid expenses and other current assets | $ (169) | |
Right-of-use assets | 54,856 | |
Accounts payable, accrued expenses and other current liabilities | (1,885) | |
Operating lease liabilities | $ 55,879 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Variable Interest Entity [Line Items] | ||
Revenues | $ 0.3 | $ 0.2 |
Expenses | $ 0.3 | $ 0.2 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total commissions and fees | $ 242,848 | $ 152,828 |
Direct Bill Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 131,660 | 94,505 |
Agency Bill Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 73,177 | 35,340 |
Profit Sharing Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 15,012 | 10,292 |
Policy Fee and Installment Fee Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 5,708 | 4,476 |
Consulting and Service Fee Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 14,337 | 7,007 |
Other Income | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | $ 2,954 | $ 1,208 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | Mar. 31, 2022 |
Revenue from Contract with Customer [Abstract] | |
Capitalized contract cost, amortization period | 5 years |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 206,193 | $ 168,550 |
Contract liabilities | $ 22,059 | $ 18,178 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Revenue recognized related to contract liabilities | $ 14.2 |
Schedule of Deferred Commission
Schedule of Deferred Commission Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of Deferred Commission Expense [Roll Forward] | ||
Balance at beginning of period | $ 11,336 | $ 4,751 |
Costs capitalized | 3,630 | 835 |
Amortization | (927) | (422) |
Balance at end of period | $ 14,039 | $ 5,164 |
Payables and Accruals (Details)
Payables and Accruals (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Contract liabilities | $ 22,059 | $ 18,178 |
Accrued expenses | 13,310 | 9,731 |
Current portion of operating lease liabilities | 13,239 | 12,520 |
Deferred consideration payments | 9,941 | 12,355 |
Current portion of long-term debt | 8,521 | 8,521 |
Accrued compensation and benefits | 9,929 | 22,460 |
Tax distribution payable | 5,072 | 5,072 |
Other | 5,245 | 3,386 |
Accrued expenses and other current liabilities | $ 87,316 | $ 92,223 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | May 05, 2022 | Apr. 28, 2022 | Mar. 31, 2022 | Mar. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | May 10, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||||||
Proceeds from revolving line of credit | $ 40,000,000 | $ 0 | ||||||
Gain on interest rate caps | 15,810,000 | $ 0 | ||||||
Interest Rate Cap | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate caps | $ 22,100,000 | 22,100,000 | $ 6,300,000 | |||||
Gain on sale of interest rate caps | 15,800,000 | |||||||
Interest Rate Cap | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain on sale of interest rate caps | $ 3,200,000 | |||||||
JPM Credit Agreement | JPMorgan Chase Bank, N.A. | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing amount | 1,325,000,000 | |||||||
JPM Credit Agreement | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing amount | 475,000,000 | |||||||
JPM Credit Agreement | Secured Debt | JPMorgan Chase Bank, N.A. | Medium-term Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing amount | $ 850,000,000 | |||||||
Interest rate during period | 4.00% | |||||||
Long-term Debt | $ 844,500,000 | $ 844,500,000 | ||||||
JPM Credit Agreement | Secured Debt | London Interbank Offered Rate (LIBOR) | JPMorgan Chase Bank, N.A. | Medium-term Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Credit Agreement June 2021 Amendment | Secured Debt | London Interbank Offered Rate (LIBOR) | JPMorgan Chase Bank, N.A. | Medium-term Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate, floor | 0.50% | |||||||
Credit Agreement Amendment No. 5 March 2022 | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing amount | $ 600,000,000 | |||||||
Interest rate during period | 3.35% | |||||||
Outstanding borrowings | $ 75,000,000 | $ 75,000,000 | ||||||
Commitment fee | 0.40% | |||||||
Credit Agreement Amendment No. 5 March 2022 | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding borrowings | $ 530,000,000 | |||||||
Proceeds from revolving line of credit | $ 380,000,000 | |||||||
Credit Agreement Amendment No. 5 March 2022 | Revolving Credit Facility | secured overnight financing rate | JPMorgan Chase Bank, N.A. | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit Spread Adjustment | 0.10% | |||||||
Credit Agreement Amendment No. 5 March 2022 | Revolving Credit Facility | secured overnight financing rate | JPMorgan Chase Bank, N.A. | Line of Credit | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.00% | |||||||
Credit Agreement Amendment No. 5 March 2022 | Revolving Credit Facility | secured overnight financing rate | JPMorgan Chase Bank, N.A. | Line of Credit | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.00% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Notes Payable, Related Parties | $ 61.5 | |
Villages Broker Commissions | ||
Related Party Transaction [Line Items] | ||
Related party commissions revenue | 1.1 | $ 0.6 |
Villages Leased Facilities | ||
Related Party Transaction [Line Items] | ||
Related party expense | 0.1 | 0.1 |
Other Related Parties Leased Facilities | ||
Related Party Transaction [Line Items] | ||
Related party expense | 0.9 | $ 0.5 |
Risk Advisor Commission, One | ||
Related Party Transaction [Line Items] | ||
Related party expense | $ 0.1 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 7.6 | $ 3.5 |
Unvested Restricted Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of awards that vested in period | $ 5.6 | $ 0.2 |
Minimum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Cliff Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Minimum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Ratable Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Maximum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Cliff Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Maximum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Ratable Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 5 years | |
Common Class A | Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards authorized by Plan (in shares) | 6,142,862 | |
Common Class A | BRP Group, Inc. Partnership Inducement Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards authorized by Plan (in shares) | 3,000,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Activity of Non-vested Awards under omnibus Plan (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Outstanding, Number of Shares | 3,336,488 | 3,215,731 |
Outstanding, Weighted Average Grant Date Fair Value | $ 29.39 | $ 28.83 |
Granted, Number of Shares | 339,268 | |
Granted, Weighted Average Grant Date Fair Value | $ 34.13 | |
Vested and Settled, Number of Shares | (190,476) | |
Vested and Settled, Weighted Average Grant Date Fair Value | $ 29.36 | |
Forfeited, Number of Shares | (28,035) | |
Forfeited, Weighted Average Grant Date Fair Value | $ 25.54 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class B Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 56,268,051 | 49,715,644 |
Earnings Per Share Schedule of
Earnings Per Share Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Basic earnings per share: | ||
Net income attributable to BRP Group, Inc. | $ 22,869 | $ 15,306 |
Weighted-average shares of Class A common stock outstanding - basic | 55,719,803 | 44,255,011 |
Basic earnings per share | $ 0.41 | $ 0.35 |
Diluted earnings per share: | ||
Net income attributable to BRP Group, Inc. | $ 22,869 | $ 15,306 |
Weighted-average shares of Class A common stock outstanding | 55,719,803 | 44,255,011 |
Dilutive effect of unvested restricted shares of Class A common stock | 2,996,000 | 1,528,000 |
Weighted-average shares of Class A common stock outstanding - diluted | 58,715,825 | 45,783,086 |
Diluted earnings per share | $ 0.39 | $ 0.33 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value by Balance Sheet Grouping (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | $ 22,100 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | 22,148 | $ 6,338 |
Level 2 Assets | 22,148 | 6,338 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent earnout liabilities | 227,847 | 258,589 |
Level 3 Liabilities | $ 227,847 | $ 258,589 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | |
Reported Value Measurement | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | $ 919.5 | $ 881.6 |
Estimate of Fair Value Measurement | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 826.8 | 904.1 |
Change in fair value of contingent earnout liabilities | (5.6) | |
Maximum estimated exposure to contingent earnout liabilities | 1,000 | |
Unamortized debt discount and issuance costs | 22.8 | $ 23.5 |
Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Interest rate caps | $ 22.1 | |
Revenue or EBITDA Growth Rate | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.05 | 0.05 |
Revenue or EBITDA Growth Rate | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.23 | 0.22 |
Discount Rate | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.0625 | 0.0500 |
Discount Rate | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.1650 | 0.1550 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis (Details) - Contingent Earnout Liabilities - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 258,589 | $ 164,819 |
Settlement of contingent consideration | (25,110) | 0 |
Change in fair value of contingent consideration | (5,632) | (1,503) |
Fair value of contingent consideration issuances | 0 | 1,967 |
Balance at end of period | $ 227,847 | $ 165,283 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 4 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information by Operating Group (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Commissions and fees | $ (242,848) | $ (152,828) | |
Net income | 44,839 | 31,307 | |
Total assets | 2,942,022 | $ 2,876,307 | |
Middle Market Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (171,403) | (110,555) | |
Net income | 54,887 | 41,879 | |
Total assets | 2,152,236 | 2,142,485 | |
Middle Market Segment [Member] | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 300 | 400 | |
Specialty Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (49,523) | (25,082) | |
Net income | 5,318 | 1,887 | |
Total assets | 530,987 | 549,662 | |
Specialty Segment [Member] | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 100 | ||
Mainstreet Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (9,277) | (8,222) | |
Net income | (1,858) | 1,351 | |
Total assets | 59,417 | 61,322 | |
Mainstreet Segment [Member] | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 100 | 100 | |
Medicare Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (13,681) | (9,452) | |
Net income | 4,300 | 2,317 | |
Total assets | 50,737 | 56,472 | |
Medicare Segment [Member] | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 600 | 100 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 1,036 | 483 | |
Net income | (17,808) | $ (16,127) | |
Total assets | $ 148,645 | $ 66,366 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | May 05, 2022 | Apr. 29, 2022 | Apr. 28, 2022 | Apr. 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | May 10, 2022 |
Subsequent Event [Line Items] | |||||||
Proceeds from revolving line of credit | $ 40,000 | $ 0 | |||||
Interest Rate Cap | |||||||
Subsequent Event [Line Items] | |||||||
Gain on sale of interest rate caps | 15,800 | ||||||
Revolving Credit Facility | Credit Agreement Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Outstanding borrowings | $ 75,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Repayments of notes payable to related parties | $ 61,500 | ||||||
Subsequent Event | Interest Rate Cap, Expiration March 2026 | |||||||
Subsequent Event [Line Items] | |||||||
Notional amount | $ 300,000 | ||||||
Subsequent Event | Interest Rate Cap, Expiration March 2026 | London Interbank Offered Rate (LIBOR) | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate cap | 2.50% | ||||||
Subsequent Event | Interest Rate Cap, Expiration August 2028 | |||||||
Subsequent Event [Line Items] | |||||||
Notional amount | $ 100,000 | ||||||
Subsequent Event | Interest Rate Cap, Expiration August 2028 | London Interbank Offered Rate (LIBOR) | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate cap | 3.00% | ||||||
Subsequent Event | Interest Rate Cap | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from sale of interest rate caps | $ 19,000 | ||||||
Gain on sale of interest rate caps | 3,200 | ||||||
Subsequent Event | Interest Rate Cap, Expiration March 2024 | |||||||
Subsequent Event [Line Items] | |||||||
Notional amount | $ 300,000 | ||||||
Subsequent Event | Interest Rate Cap, Expiration March 2024 | London Interbank Offered Rate (LIBOR) | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate cap | 1.50% | ||||||
Subsequent Event | Interest Rate Cap, Expiration August 2028, One | |||||||
Subsequent Event [Line Items] | |||||||
Notional amount | $ 100,000 | ||||||
Subsequent Event | Interest Rate Cap, Expiration August 2028, One | London Interbank Offered Rate (LIBOR) | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate cap | 3.00% | ||||||
Subsequent Event | Revolving Credit Facility | Credit Agreement Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. | Line of Credit | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from revolving line of credit | $ 380,000 | ||||||
Outstanding borrowings | $ 530,000 | ||||||
Remaining Borrowing Capacity | $ 70,000 | ||||||
Subsequent Event | Westwood Insurance Agency | |||||||
Subsequent Event [Line Items] | |||||||
Cash consideration transferred | $ 385,000 |