DEI Statement
DEI Statement - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Document Information [Line Items] | ||
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001781755 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 $0.01 per share | |
Trading Symbol | BRP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 61,428,515 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 54,600,460 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 158,600 | $ 138,292 |
Restricted cash | 92,017 | 89,445 |
Premiums, commissions and fees receivable, net | 446,112 | 340,837 |
Prepaid expenses and other current assets | 12,318 | 8,151 |
Due from related parties | 1,844 | 1,668 |
Total current assets | 710,891 | 578,393 |
Property and equipment, net | 24,500 | 17,474 |
Right-of-use assets | 98,049 | 81,646 |
Other assets | 39,890 | 25,586 |
Intangible assets, net | 1,118,129 | 944,467 |
Goodwill | 1,420,929 | 1,228,741 |
Total assets | 3,412,388 | 2,876,307 |
Current Liabilities | ||
Premiums payable to insurance companies | 356,671 | 310,045 |
Producer commissions payable | 60,789 | 41,833 |
Accrued expenses and other current liabilities | 114,198 | 92,223 |
Related party notes payable | 0 | 61,500 |
Current portion of contingent earnout liabilities | 41,645 | 35,088 |
Total current liabilities | 573,303 | 540,689 |
Revolving line of credit | 527,000 | 35,000 |
Long-term debt, less current portion | 810,973 | 814,614 |
Contingent earnout liabilities, less current portion | 187,969 | 223,501 |
Operating lease liabilities, less current portion | 88,749 | 71,357 |
Other liabilities | 330 | 3,590 |
Total liabilities | 2,188,324 | 1,688,751 |
Mezzanine Equity | ||
Redeemable noncontrolling interest | 424 | 269 |
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Additional paid-in capital | 699,415 | 663,002 |
Accumulated deficit | (48,274) | (54,992) |
Stockholder notes receivable | (63) | (219) |
Total stockholders’ equity attributable to BRP Group, Inc. | 651,695 | 608,383 |
Noncontrolling interest | 571,945 | 578,904 |
Total stockholders’ equity | 1,223,640 | 1,187,287 |
Total liabilities, mezzanine equity and stockholders’ equity | 3,412,388 | 2,876,307 |
Common Class A | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 612 | 586 |
Common Class B | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 5 | 6 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets | ||
Cash and cash equivalents | 239 | 303 |
Premiums, commissions and fees receivable, net | 356 | 272 |
Total current assets | 595 | 575 |
Property and equipment, net | 11 | 15 |
Other assets | 5 | 5 |
Total assets | 611 | 595 |
Current Liabilities | ||
Premiums payable to insurance companies | 38 | 0 |
Producer commissions payable | 45 | 41 |
Accrued expenses and other current liabilities | 1 | 4 |
Total liabilities | $ 84 | $ 45 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 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 issued | 61,227,330 | 58,602,859 |
Common stock, shares outstanding | 61,227,330 | 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 issued | 54,611,484 | 56,338,051 |
Common stock, shares outstanding | 54,611,484 | 56,338,051 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Commissions and fees | $ 259,368 | $ 135,556 | $ 734,676 | $ 408,090 |
Operating expenses: | ||||
Commissions, employee compensation and benefits | 195,920 | 100,081 | 522,518 | 278,521 |
Other operating expenses | 47,212 | 27,968 | 124,424 | 64,380 |
Amortization expense | 23,180 | 12,596 | 59,912 | 33,875 |
Change in fair value of contingent consideration | 21,695 | 11,341 | (10,809) | 23,163 |
Depreciation expense | 1,216 | 753 | 3,309 | 1,920 |
Total operating expenses | 289,223 | 152,739 | 699,354 | 401,859 |
Operating income (loss) | (29,855) | (17,183) | 35,322 | 6,231 |
Interest expense, net | (20,766) | (6,940) | (45,748) | (18,431) |
Other income (expense), net | 3,914 | (478) | 25,151 | (1,535) |
Total other expense | (16,852) | (7,418) | (20,597) | (19,966) |
Net income (loss) | (46,707) | (24,601) | 14,725 | (13,735) |
Less: net income (loss) attributable to noncontrolling interests | (21,914) | (11,389) | 8,007 | (5,736) |
Net income (loss) attributable to BRP Group, Inc. | (24,793) | (13,212) | 6,718 | (7,999) |
Comprehensive income (loss) | (46,707) | (24,601) | 14,725 | (13,735) |
Comprehensive income (loss) attributable to noncontrolling interests | (21,914) | (11,389) | 8,007 | (5,736) |
Comprehensive income (loss) attributable to BRP Group, Inc. | $ (24,793) | $ (13,212) | $ 6,718 | $ (7,999) |
Basic earnings (loss) per share | $ (0.43) | $ (0.28) | $ 0.12 | $ (0.18) |
Diluted earnings (loss) per share | $ (0.43) | $ (0.28) | $ 0.11 | $ (0.18) |
Weighted-average shares of Class A common stock outstanding - basic | 57,282,132 | 46,446,254 | 56,430,095 | 45,132,217 |
Weighted-average shares of Class A common stock outstanding - diluted | 57,282,132 | 46,446,254 | 59,895,371 | 45,132,217 |
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 A Common Stock | Common Class B Common 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 (loss) | (13,860) | (7,999) | (5,861) | 125 | ||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs (in shares) | 9,200,000 | |||||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs | 268,321 | 159,101 | 109,128 | $ 92 | ||||
Equity issued in business combinations (in shares) | 737,065 | 2,967,730 | ||||||
Equity issued in business combinations | 75,633 | 43,616 | 32,010 | $ 7 | ||||
Share-based compensation, net of forfeitures (in shares) | 1,184,897 | |||||||
Share-based compensation, net of forfeitures | 11,303 | 10,942 | 349 | $ 12 | ||||
Redemption and cancellation of Class B common stock (in shares) | 311,798 | (311,798) | ||||||
Redemption and cancellation of Class B common stock | 0 | 2,493 | (2,496) | $ 3 | ||||
Repayment of stockholder notes receivable | 202 | 202 | ||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 56,386,926 | 52,484,315 | ||||||
Balance at end of period, stockholders' equity at Sep. 30, 2021 | 1,111,469 | 608,291 | (32,345) | (263) | 535,217 | $ 564 | $ 5 | |
Balance at end of period, mezzanine equity at Sep. 30, 2021 | 223 | |||||||
Balance at beginning of period (in shares) at Jun. 30, 2021 | 46,583,582 | 49,575,871 | ||||||
Balance at beginning of period, stockholders' equity at Jun. 30, 2021 | 792,530 | 404,025 | (19,133) | (306) | 407,473 | $ 466 | $ 5 | |
Balance at beginning of period, mezzanine equity at Jun. 30, 2021 | 173 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (24,651) | (13,212) | (11,439) | 50 | ||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs (in shares) | 9,200,000 | |||||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs | 268,321 | 159,101 | 109,128 | $ 92 | ||||
Equity issued in business combinations (in shares) | 520,781 | 2,967,730 | ||||||
Equity issued in business combinations | 71,919 | 41,757 | 30,157 | $ 5 | ||||
Share-based compensation, net of forfeitures (in shares) | 23,277 | |||||||
Share-based compensation, net of forfeitures | 3,307 | 2,963 | 344 | |||||
Redemption and cancellation of Class B common stock (in shares) | 59,286 | (59,286) | ||||||
Redemption and cancellation of Class B common stock | 445 | (446) | $ 1 | |||||
Repayment of stockholder notes receivable | 43 | 43 | ||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 56,386,926 | 52,484,315 | ||||||
Balance at end of period, stockholders' equity at Sep. 30, 2021 | 1,111,469 | 608,291 | (32,345) | (263) | 535,217 | $ 564 | $ 5 | |
Balance at end of period, mezzanine equity at Sep. 30, 2021 | 223 | |||||||
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 (loss) | 14,570 | 6,718 | 7,852 | 155 | ||||
Equity issued in business combinations (in shares) | 226,338 | |||||||
Equity issued in business combinations | 4,819 | (4,331) | 9,148 | $ 2 | ||||
Share-based compensation, net of forfeitures (in shares) | 663,565 | 29,430 | ||||||
Share-based compensation, net of forfeitures | 21,129 | 22,488 | (1,365) | $ 6 | ||||
Redemption and cancellation of Class B common stock (in shares) | 1,734,568 | (1,755,997) | ||||||
Redemption and cancellation of Class B common stock | 18,256 | (18,273) | $ 18 | $ (1) | ||||
Tax distributions to BRP LLC members | (4,321) | (4,321) | ||||||
Repayment of stockholder notes receivable | 156 | 156 | ||||||
Balance at end of period (in shares) at Sep. 30, 2022 | 61,227,330 | 54,611,484 | ||||||
Balance at end of period, stockholders' equity at Sep. 30, 2022 | 1,223,640 | 699,415 | (48,274) | (63) | 571,945 | $ 612 | $ 5 | |
Balance at end of period, mezzanine equity at Sep. 30, 2022 | 424 | |||||||
Balance at beginning of period (in shares) at Jun. 30, 2022 | 60,122,842 | 55,442,435 | ||||||
Balance at beginning of period, stockholders' equity at Jun. 30, 2022 | 1,259,535 | 683,331 | (23,481) | (131) | 599,209 | $ 601 | $ 6 | |
Balance at beginning of period, mezzanine equity at Jun. 30, 2022 | 350 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (46,781) | (24,793) | (21,988) | 74 | ||||
Equity issued in business combinations (in shares) | 129,182 | |||||||
Equity issued in business combinations | 2,949 | (66) | 3,014 | $ 1 | ||||
Share-based compensation, net of forfeitures (in shares) | 114,925 | 29,430 | ||||||
Share-based compensation, net of forfeitures | 7,869 | 7,871 | (3) | $ 1 | ||||
Redemption and cancellation of Class B common stock (in shares) | 860,381 | (860,381) | ||||||
Redemption and cancellation of Class B common stock | 8,279 | (8,287) | $ 9 | $ (1) | ||||
Repayment of stockholder notes receivable | 68 | 68 | ||||||
Balance at end of period (in shares) at Sep. 30, 2022 | 61,227,330 | 54,611,484 | ||||||
Balance at end of period, stockholders' equity at Sep. 30, 2022 | $ 1,223,640 | $ 699,415 | $ (48,274) | $ (63) | $ 571,945 | $ 612 | $ 5 | |
Balance at end of period, mezzanine equity at Sep. 30, 2022 | $ 424 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 14,725 | $ (13,735) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 63,221 | 35,795 |
Change in fair value of contingent consideration | (10,809) | 23,163 |
Share-based compensation expense | 26,065 | 11,921 |
(Gain) loss on interest rate caps | (25,420) | 1,159 |
Payment of contingent earnout consideration in excess of purchase price accrual | (48,943) | (602) |
Amortization of deferred financing costs | 3,894 | 2,301 |
Other fair value adjustments | 369 | 217 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Premiums, commissions and fees receivable, net | (97,126) | (58,150) |
Prepaid expenses and other current assets | (10,911) | (5,604) |
Due to/from related parties | (176) | 19 |
Right-of-use assets | (15,076) | (66,373) |
Accounts payable, accrued expenses and other current liabilities | 70,282 | 28,818 |
Operating lease liabilities | 16,992 | 68,112 |
Other liabilities | (3,740) | 0 |
Net cash provided by (used in) operating activities | (16,653) | 27,041 |
Cash flows from investing activities: | ||
Cash consideration paid for business combinations, net of cash received | (387,919) | (218,818) |
Cash consideration paid for asset acquisitions, net of cash received | (3,356) | (1,575) |
Capital expenditures | (15,400) | (3,188) |
Investment in business venture | (791) | 0 |
Net cash used in investing activities | (407,466) | (223,581) |
Cash flows from financing activities: | ||
Proceeds from issuance of Class A common stock, net of underwriting discounts | 0 | 269,376 |
Payment of common stock offering costs | 0 | (1,055) |
Payment of contingent earnout consideration up to amount of purchase price accrual | (47,218) | (1,078) |
Proceeds from revolving line of credit | 512,000 | 120,000 |
Payments on revolving line of credit | (20,000) | 0 |
Proceeds from long-term debt | 0 | 97,914 |
Payments on long-term debt | (6,382) | (2,250) |
Payments of debt issuance costs | (1,751) | (693) |
Proceeds from the sales and settlements of interest rate caps | 19,587 | 0 |
Tax distributions to BRP LLC members | (9,393) | 0 |
Purchase of interest rate caps | 0 | (6,461) |
Proceeds from repayment of stockholder notes receivable | 156 | 202 |
Net cash provided by financing activities | 446,999 | 475,955 |
Net increase in cash and cash equivalents and restricted cash | 22,880 | 279,415 |
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 | 250,617 | 421,437 |
Supplemental schedule of cash flow information: | ||
Cash paid during the period for interest | 41,225 | 15,177 |
Cash paid during the period for taxes | 1,056 | 0 |
Disclosure of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 23,444 | 12,495 |
Contingent earnout liabilities recognized in business combinations | 16,495 | 60,865 |
Equity issued in business combinations | 4,819 | 75,634 |
Right-of-use assets increased through lease modifications and reassessments | 4,732 | 5,676 |
Increase in goodwill resulting from measurement period adjustments for prior year business combinations | 3,455 | 0 |
Capital expenditures incurred but not yet paid | 1,198 | 493 |
Equity issued in satisfaction of a liability | 711 | 0 |
Conversion of contingent earnout liability to related party notes payable | 0 | 61,500 |
Noncash debt issuance costs incurred | $ 0 | $ 3,823 |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 9 Months Ended |
Sep. 30, 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 15. Principles of Consolidation The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of 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 3 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 in Note 4. Recently Issued 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 combinations 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 adoption of this standard will not have any impact on the Company’s results of operations or financial condition. 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 revised 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 revised to conform to the standard. The following table summarizes the effects of adopting Topic 842 on our condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2021: For the Three Months Ended For the Nine Months Ended (in thousands, except per share data) As Previously Reported Effect of Adoption of Topic 842 As Adjusted As Previously Reported Effect of Adoption of Topic 842 As Adjusted Operating expenses: Other operating expenses $ 27,589 $ 379 $ 27,968 $ 64,357 $ 23 $ 64,380 Total operating expenses 152,360 379 152,739 401,836 23 401,859 Operating income (loss) (16,804) (379) (17,183) 6,254 (23) 6,231 Net loss (24,222) (379) (24,601) (13,712) (23) (13,735) Net loss attributable to BRP Group, Inc. (12,833) (379) (13,212) (7,976) (23) (7,999) Basic loss per share $ (0.28) $ — $ (0.28) $ (0.18) $ — $ (0.18) Diluted loss per share $ (0.28) $ — $ (0.28) $ (0.18) $ — $ (0.18) The following table summarizes the effects of adopting Topic 842 on our condensed consolidated statement of cash flows for the nine months ended September 30, 2021: For the Nine Months Ended September 30, 2021 (in thousands) As Previously Reported Effect of Adoption of Topic 842 As Adjusted Cash flows from operating activities: Net loss $ (13,712) $ (23) $ (13,735) Changes in operating assets and liabilities, net of effect of acquisitions: Prepaid expenses and other current assets (5,773) 169 (5,604) Right-of-use assets — (66,373) (66,373) Accounts payable, accrued expenses and other current liabilities 30,703 (1,885) 28,818 Operating lease liabilities — 68,112 68,112 |
Business Combinations (Notes)
Business Combinations (Notes) | Apr. 01, 2020 |
Business Combinations [Abstract] | |
Business Combination Disclosure | Business Combinations The Company completed three business combinations for an aggregate purchase price of $415.4 million during the nine months ended September 30, 2022. In accordance with ASC Topic 805, Business Combinations (“Topic 805”), total consideration was first allocated to the fair value of assets acquired, including liabilities assumed, with the excess being recorded as goodwill. For financial statement purposes, goodwill is not amortized but rather is evaluated for impairment at least annually or more frequently if an event or change in circumstances occurs that indicates goodwill may be impaired. For tax purposes, goodwill is deductible and will be amortized over a period of 15 years. The Company completed the following business combinations during the nine months ended September 30, 2022: • The Company acquired all the equity interests of Westwood Insurance Agency (“Westwood”), a MainStreet Partner effective April 29, 2022, to enhance the Company’s expertise and capabilities in embedded, tech-enabled homeowners’ insurance solutions. • The Company acquired substantially all the assets and assumed certain liabilities of Venture Captive Management, LLC (“VCM”), a Specialty Partner effective June 3, 2022, to expand its capabilities into captive management and alternative risk funding solutions for Clients. • The Company acquired substantially all the assets and assumed certain liabilities of National Health Plans & Benefits Agency, LLC (“NHPBA”), a Medicare Partner effective August 1, 2022, to enhance the Company’s expertise and expand its offerings within the individual health insurance market. The recorded purchase price for business combinations includes an estimation of the fair value of contingent earnout obligations associated with contractual earnout provisions and other similar provisions providing for post-closing contingent consideration payments, which are based on recurring revenue, the insured value of sourced homeowners’ insurance of Westwood or other similar post-closing metrics. The contingent earnout consideration amounts identified in the table below are measured at fair value within Level 3 of the fair value hierarchy as discussed further in Note 13. Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the condensed consolidated statements of comprehensive income (loss) when incurred. The recorded purchase price for certain 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. The operating results of these business combinations have been included in the condensed consolidated statements of comprehensive income (loss) since their respective acquisition dates. The Company recognized total revenues and net income from these business combinations of $31.5 million and $10.0 million, respectively, for the three months ended September 30, 2022 and $49.7 million and $17.1 million, respectively, for the nine months ended September 30, 2022. Acquisition-related costs incurred in connection with these business combinations are recorded in other operating expenses in the condensed consolidated statements of comprehensive income (loss). The Company incurred acquisition-related costs from these business combinations of $2.3 million for the nine months ended September 30, 2022. Due to the complexity of valuing the consideration paid and the purchase price allocation and the timing of these activities, certain amounts included in the consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Specifically, the Company's valuations of premiums, commissions and fees receivable in accordance with Topic 606 are estimates subject to change based on relevant factors over the policy period. The valuations of intangible assets are also estimates based on assumptions of factors such as discount rates and growth rates. Accordingly, these assets are subject to measurement period adjustments as determined after the passage of time. Any measurement period adjustments related to prior period business combinations are reflected as current period adjustments in accordance with Topic 805. 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 nine months ended September 30, 2022. (in thousands) Westwood All Others (1) Totals Cash consideration paid $ 372,939 $ 17,415 $ 390,354 Fair value of contingent earnout consideration 12,724 3,771 16,495 Fair value of equity interest — 4,819 4,819 Deferred payment — 3,716 3,716 Total consideration $ 385,663 $ 29,721 $ 415,384 Cash $ 658 $ 1,727 $ 2,385 Restricted cash 50 — 50 Premiums, commissions and fees receivable 4,225 157 4,382 Other assets 392 1,281 1,673 Intangible assets 209,200 15,124 224,324 Goodwill 174,727 14,006 188,733 Total assets acquired 389,252 32,295 421,547 Premiums payable to insurance companies (218) — (218) Producer commissions payable (2,488) — (2,488) Other liabilities (883) (2,574) (3,457) Total liabilities acquired (3,589) (2,574) (6,163) Net assets acquired $ 385,663 $ 29,721 $ 415,384 Maximum potential contingent earnout consideration $ 15,000 $ 12,294 $ 27,294 __________ (1) The "All Others" column includes amounts for the VCM and NHPBA business combinations. The factors contributing to the recognition of goodwill are based on expanding business presence into new service markets, strategic benefits expected to be realized from acquiring the Partners’ assembled workforce and technology, in addition to other synergies gained from integrating the Partners’ operations into our consolidated structure. The intangible assets acquired in connection with business combinations during the nine months ended September 30, 2022 have the following values and estimated weighted-average lives: (in thousands, except weighted-average lives) Amount Weighted-Average Life Purchased customer accounts $ 30,600 20.0 years Distributor relationships 159,800 20.0 years Software 29,500 5.0 years Trade names 4,424 4.9 years Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the nine months ended September 30, 2022 is as follows: (in thousands) Amount For the remainder of 2022 $ 4,453 2023 20,140 2024 22,349 2025 23,940 2026 24,231 2027 18,565 The following pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Westwood, VCM and NHPBA occurred on January 1, 2021. This pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Three Months For the Nine Months (in thousands, except per share data) 2022 2021 2022 2021 Pro forma results: Revenues $ 260,051 $ 160,131 $ 768,444 $ 477,928 Net income (loss) (46,133) (26,883) 11,969 (23,056) Net income (loss) attributable to BRP Group, Inc. (24,491) (14,327) 5,290 (12,511) Basic earnings (loss) per share $ (0.43) $ (0.31) $ 0.09 $ (0.28) Diluted earnings (loss) per share $ (0.43) $ (0.31) $ 0.09 $ (0.28) Weighted-average shares of Class A common stock outstanding - basic 57,327 46,673 56,586 45,358 Weighted-average shares of Class A common stock outstanding - diluted 57,327 46,673 60,190 45,358 |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 and December 31, 2021, include Laureate Insurance Partners, LLC, BKS Smith, LLC, BKS MS, LLC and BKS Partners Galati Marine Solutions, LLC. The Company has consolidated its VIEs into the condensed consolidated financial statements. Total revenues and expenses of the Company’s consolidated VIEs included in the condensed consolidated statements of comprehensive income (loss) were $0.5 million and $0.2 million, respectively, for the three months ended September 30, 2022 and $0.3 million and $0.1 million, respectively, for the three months ended September 30, 2021. Total revenues and expenses of the Company’s consolidated VIEs included in the condensed consolidated statements of comprehensive income (loss) were $1.3 million and $0.8 million, respectively, for the nine months ended September 30, 2022 and $0.7 million and $0.5 million, respectively, for the nine months ended September 30, 2021. |
Revenue (Notes)
Revenue (Notes) | 9 Months Ended |
Sep. 30, 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 For the Nine Months (in thousands) 2022 2021 2022 2021 Direct bill revenue (1) $ 111,369 $ 58,582 $ 336,563 $ 203,302 Agency bill revenue (2) 92,895 53,495 255,087 136,271 Profit-sharing revenue (3) 15,044 8,105 49,422 26,572 Consulting and service fee revenue (4) 17,572 7,893 44,097 22,470 Policy fee and installment fee revenue (5) 18,036 5,146 37,163 14,414 Other income (6) 4,452 2,335 12,344 5,061 Total commissions and fees $ 259,368 $ 135,556 $ 734,676 $ 408,090 __________ (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 wherein 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 Insurance Company Partners 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 estimates 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) | 9 Months Ended |
Sep. 30, 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) September 30, 2022 December 31, 2021 Contract assets $ 192,176 $ 168,550 Contract liabilities 25,060 18,178 Contract assets related to 2022 business combinations comprised $3.6 million at September 30, 2022. During the nine months ended September 30, 2022, the Company recognized revenue of $17.9 million related to the contract liabilities balance at December 31, 2021. |
Deferred Commission Expense (No
Deferred Commission Expense (Notes) | 9 Months Ended |
Sep. 30, 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 advisor 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 For the Nine Months (in thousands) 2022 2021 2022 2021 Balance at beginning of period $ 16,198 $ 6,036 $ 11,336 $ 4,751 Costs capitalized 3,641 3,966 10,509 6,152 Amortization (1,206) (587) (3,212) (1,488) Balance at end of period $ 18,633 $ 9,415 $ 18,633 $ 9,415 |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill The Company recognizes certain separately identifiable intangible assets acquired in connection with business combinations and asset acquisitions. Intangible assets consist of the following: September 30, 2022 December 31, 2021 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Purchased customer accounts $ 885,401 $ (94,268) $ 791,133 $ 851,445 $ (54,481) $ 796,964 Distributor relationships 260,421 (11,418) 249,003 100,621 (3,814) 96,807 Software 77,138 (27,178) 49,960 41,743 (18,265) 23,478 Trade names 28,613 (6,909) 21,704 24,189 (3,583) 20,606 Carrier relationships 7,859 (1,530) 6,329 7,859 (1,247) 6,612 Totals $ 1,259,432 $ (141,303) $ 1,118,129 $ 1,025,857 $ (81,390) $ 944,467 Amortization expense recorded for intangible assets was $23.2 million and $12.6 million for the three months ended September 30, 2022 and 2021, respectively, and $59.9 million and $33.9 million for the nine months ended September 30, 2022 and 2021, respectively. Refer to Note 2 for a summary of goodwill recorded in connection with business combinations during the nine months ended September 30, 2022. The changes in carrying value of goodwill by Operating Group for the periods are as follows: (in thousands) Middle Market Specialty MainStreet Medicare Total Balance at December 31, 2021 $ 901,127 $ 264,018 $ 38,892 $ 24,704 $ 1,228,741 Goodwill of acquired businesses — 6,865 174,727 7,141 188,733 Measurement period adjustments (1) 2,939 516 — — 3,455 Balance at September 30, 2022 $ 904,066 $ 271,399 $ 213,619 $ 31,845 $ 1,420,929 __________ (1) Measurement period adjustments recorded during 2022 relating to businesses acquired in the fourth quarter of 2021 increased premiums, commissions and fees receivable by $3.7 million, increased current liabilities by $7.0 million and increased consideration by $0.2 million. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities Disclosure | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: (in thousands) September 30, 2022 December 31, 2021 Accrued compensation and benefits $ 39,225 $ 22,460 Contract liabilities 25,060 18,178 Current portion of operating lease liabilities 13,447 12,520 Accrued expenses 11,862 9,731 Deferred consideration payments 10,543 12,355 Current portion of long-term debt 8,509 8,521 Tax distribution payable — 5,072 Other 5,552 3,386 Accrued expenses and other current liabilities $ 114,198 $ 92,223 BRP previously had advisor incentive agreements with several of its Risk Advisors to incentivize them to stay with the Company and grow their Book of Business. The incentive rights had a deposit buy-in requirement payable in the form of payroll withholding or other cash payments for which the Company recorded an advisor incentive liability. The incentive rights could be converted to LLC Units after the achievement of certain milestones, subject to approval at the discretion of management. The Company’s obligation related to advisor incentive liabilities of all but one Risk Advisor was settled in connection with its reorganization during 2019. One Risk Advisor chose not to convert his incentive rights into common stock of BRP Group. As a result, the remaining advisor incentive liability has been reported at expected value of the expected buyout amount each reporting period as a component of other liabilities in the accompanying balance sheets. |
Long-term Debt (Notes)
Long-term Debt (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt As of December 31, 2021, the JPM Credit Agreement provided for senior secured credit facilities in an aggregate principal amount of $1.325 billion, 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 SOFR, plus a credit spread adjustment of 10 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 earnings before interest, taxes, depreciation and amortization (“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 also provides for a benchmark replacement to SOFR for the Term Loan B such that there are no material contract modifications resulting from a transition from LIBOR. The Term Loan B bears interest at LIBOR plus 350 bps, subject to a LIBOR floor of 50 bps. At September 30, 2022, the outstanding borrowings on the Term Loan B were $840.2 million and had an applicable interest rate of 6.26% at September 30, 2022. The outstanding borrowings on the Term Loan B are offset by unamortized debt discount and issuance costs of $20.8 million on the balance sheet at September 30, 2022. The outstanding borrowings on the Revolving Facility of $527.0 million had an applicable interest rate of 6.07% at September 30, 2022. The Revolving Facility is also subject to a commitment fee of 0.40% on the unused capacity at September 30, 2022. 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 September 30, 2022. Interest Rate Caps The Company enters into interest rate caps to mitigate its exposure to interest rate risk on its debt by limiting the impact of interest rate changes on cash flows. On May 5, 2022, the Company sold its $300.0 million notional, 2.50% interest rate cap expiring March 8, 2026 and two $100.0 million notional, 3.00% interest rate caps expiring August 13, 2028 for aggregate proceeds of $19.0 million. The Company retained its $300.0 million notional, 1.50% interest rate cap expiring on March 10, 2024. The interest rate caps are recorded at an aggregate fair value of $12.2 million and $6.3 million at September 30, 2022 and December 31, 2021, respectively. The interest rate caps are included as a component of other assets on the condensed consolidated balance sheets. The Company recognized a fair value gain on interest rate caps, net of cash received for settlement of $3.6 million and $24.9 million for the three and nine months ended September 30, 2022, respectively, and a fair value loss on interest rate caps of $0.3 million and $1.2 million, respectively, for the three and nine months ended September 30, 2021. In addition, the Company recognized a gain on interest rate caps related to settlements received of $0.5 million for each of the three and nine months ended September 30, 2022. The fair value gain or loss on interest rate caps and the gain on interest rate caps related to settlements received are included as components of other income (expense), net in the condensed consolidated statements of comprehensive income (loss). |
Related Party Transactions (Not
Related Party Transactions (Notes) | 9 Months Ended |
Sep. 30, 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 were subsequently paid in full in April 2022. Commission Revenue The Company serves as a broker for Holding Company of the Villages, Inc. (“The Villages”), a significant shareholder, and certain affiliated entities. Commission revenue recorded as a result of transactions with The Villages was $0.3 million and $1.0 million for the three months ended September 30, 2022 and 2021, respectively, and $2.0 million and $2.3 million for the nine months ended September 30, 2022 and 2021, respectively. The Company serves as a broker for certain entities in which a member of our board of directors has a material interest. Commission revenue recorded as a result of these transactions was $0.1 million for each of the three months ended September 30, 2022 and 2021 and $0.3 million and $0.1 million for the nine months ended September 30, 2022 and 2021, respectively. Commissions and Consulting Expense Two brothers of Lowry Baldwin, our Board Chair, earned Risk Advisor commissions from the Company of $0.2 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively, and $0.5 million and $0.4 million for the nine months ended September 30, 2022 and 2021, respectively. The Company has a consulting agreement with Accenture, with which an independent member of our board of directors holds an executive leadership position. Consulting expense recorded as a result of these transactions was $0.7 million for each of the three and nine months ended September 30, 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 September 30, 2022 and 2021 and $0.3 million and $0.4 million for the nine months ended September 30, 2022 and 2021, respectively. The Company has various agreements to lease office space from other related party entities. Total rent expense incurred with respect to other related parties was $0.9 million and $0.6 million for the three months ended September 30, 2022 and 2021, respectively, and $2.8 million and $1.7 million for the nine months ended September 30, 2022 and 2021, respectively. Total right-of-use assets and operating lease liabilities included on the Company’s balance sheet related to these agreements were $15.8 million and $16.2 million, respectively, at September 30, 2022 and $17.9 million and $18.2 million, respectively, at December 31, 2021. |
Share-Based Compensation (Notes
Share-Based Compensation (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 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 September 30, 2022. During the nine months ended September 30, 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 nine months ended September 30, 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 1,048,937 26.62 Vested and settled (545,204) 25.53 Forfeited (92,533) 26.52 Outstanding at September 30, 2022 3,626,931 28.77 The total fair value of shares that vested and settled under the Plans was $13.9 million and $5.7 million for the nine months ended September 30, 2022 and 2021, respectively. Share-based compensation includes expense recognized for management incentive units and advisor incentives, in addition to issuances under the Plans. The Company recognizes share-based compensation expense for the Plans net of actual forfeitures. The Company recorded total share-based compensation expense of $8.4 million and $3.8 million for the three months ended September 30, 2022 and 2021, respectively, and $26.1 million and $11.9 million for the nine months ended September 30, 2022 and 2021, respectively, which is included in commissions, employee compensation and benefits expense in the condensed consolidated statements of comprehensive income (loss). |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings (Loss) Per ShareBasic 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 For the Nine Months 2022 2021 2022 2021 Unvested restricted shares of Class A common stock 3,338,908 1,801,394 — 1,801,394 Shares of Class B common stock 54,611,484 52,484,315 54,611,484 52,484,315 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 (loss) per share for the three and nine months ended September 30, 2022 and 2021: For the Three Months For the Nine Months (in thousands, except per share data) 2022 2021 2022 2021 Basic earnings (loss) per share: Net income (loss) attributable to BRP Group, Inc. $ (24,793) $ (13,212) $ 6,718 $ (7,999) Shares used for basic earnings (loss) per share: Weighted-average shares of Class A common stock outstanding - basic 57,282 46,446 56,430 45,132 Basic earnings (loss) per share $ (0.43) $ (0.28) $ 0.12 $ (0.18) Diluted earnings (loss) per share: Net income (loss) attributable to BRP Group, Inc. $ (24,793) $ (13,212) $ 6,718 $ (7,999) Shares used for diluted earnings (loss) per share: Weighted-average shares of Class A common stock outstanding 57,282 46,446 56,430 45,132 Dilutive effect of unvested restricted shares of Class A common stock — — 3,465 — Weighted-average shares of Class A common stock outstanding - diluted 57,282 46,446 59,895 45,132 Diluted earnings (loss) per share $ (0.43) $ (0.28) $ 0.11 $ (0.18) |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 9 Months Ended |
Sep. 30, 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) September 30, 2022 December 31, 2021 Level 2 Interest rate caps $ 12,172 $ 6,338 Level 2 Assets $ 12,172 $ 6,338 Level 3 Contingent earnout liabilities $ 229,614 $ 258,589 Level 3 Liabilities $ 229,614 $ 258,589 Methodologies used for liabilities measured at fair value on a recurring basis within Level 3 of the fair value hierarchy at September 30, 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 $12.2 million at September 30, 2022. The fair value of interest rate caps is 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 increase in the estimated fair value of such liabilities of $21.7 million for the three months ended September 30, 2022 and a net decrease of $10.8 million for the nine months ended September 30, 2022. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be approximately $980.5 million at September 30, 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 Monte Carlo simulations that measure 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 EBITDA, the number of rental units tracked or the insured value of sourced homeowners’ insurance. Revenue and EBITDA growth rates generally ranged from 7% to 35% at September 30, 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 8.25% to 18.00% at September 30, 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 For the Nine Months (in thousands) 2022 2021 2022 2021 (1) Balance at beginning of period $ 209,996 $ 178,252 $ 258,589 $ 164,819 Fair value of contingent consideration issuances (1) 3,097 53,102 16,495 56,143 Change in fair value of contingent consideration 21,695 11,341 (10,809) 23,163 Settlement of contingent consideration (2) (5,174) (61,750) (34,661) (63,180) Balance at end of period $ 229,614 $ 180,945 $ 229,614 $ 180,945 __________ (1) During the nine months ended September 30, 2021, the Company recorded measurement period adjustments relating to businesses acquired in the fourth quarter of 2020. These adjustments decreased contingent earnout liabilities by $4.7 million, which offsets issuances of $60.9 million from business combinations for the period. (2) During the three and nine months ended September 30, 2021, the Company settled $61.5 million of its contingent earnout liabilities through the issuance of related party notes payable, of which $35.9 million is included in payment of contingent earnout consideration in excess of purchase price accrual in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022. Refer to Note 10 for additional information. Fair Value of Other Financial Instruments The fair value of long-term debt and the revolving line of credit is based on an estimate using a discounted cash flow analysis based on current borrowing rates for similar types of borrowing arrangements. The carrying amount and estimated fair value of long-term debt and the revolving line of credit were as follows: Fair Value Hierarchy September 30, 2022 December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt (1) Level 2 $ 840,241 $ 800,330 $ 846,623 $ 870,120 Revolving line of credit Level 2 527,000 501,967 35,000 33,968 __________ (1) The carrying amount of the long-term debt does not reflect unamortized debt discount and issuance costs of $20.8 million and $23.5 million at September 30, 2022 and December 31, 2021, respectively, which are netted against long-term debt for balance sheet presentation. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In April 2022, BRP made a commitment to the University of South Florida (“USF”) to donate a total of $5.3 million through October 2028. The gift will provide support for the School of Risk Management and Insurance in the USF Muma College of Business. It is currently anticipated that Lowry Baldwin, our Board Chair, will fund half of the amounts to be donated by BRP. No payments have been made toward this commitment as of September 30, 2022. The Company is involved in various claims and legal actions arising in the ordinary course of business. A liability is recorded when a loss is considered probable and is reasonably estimable in accordance with GAAP. 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. The Company is in negotiations to settle one or more disputes relating to alleged restrictive covenant violations on the part of certain of its Risk Advisors. The Company has determined that a loss with an estimated range between $1.5 million and $1.8 million is probable. The Company accrued $1.5 million relating to this contingency during the three and nine months ended September 30, 2022 as a component of other operating expenses in the condensed consolidated statements of comprehensive income (loss). |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment InformationBRP 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 deliver 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 products that are 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 products deliver 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, Medicare Advantage and Affordable Care Act, to seniors and 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 and Specialty Operating Groups, 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 (loss) and net income (loss) 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 September 30, 2022 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 130,216 $ 97,929 $ 39,894 $ 7,890 $ (16,561) $ 259,368 Net income (loss) (25,050) 14,734 7,008 (227) (43,172) (46,707) For the Three Months Ended September 30, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (2) $ 80,087 $ 41,986 $ 8,760 $ 5,665 $ (942) $ 135,556 Net income (loss) (7,395) 930 1,180 40 (19,356) (24,601) For the Nine Months Ended September 30, 2022 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 433,151 $ 221,753 $ 78,601 $ 28,166 $ (26,995) $ 734,676 Net income (loss) 63,296 31,060 10,509 4,359 (94,499) 14,725 For the Nine Months Ended September 30, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (2) $ 266,751 $ 97,173 $ 25,558 $ 20,269 $ (1,661) $ 408,090 Net income (loss) 28,586 4,434 3,503 2,809 (53,067) (13,735) __________ (1) During the three and nine months ended September 30, 2022, the Middle Market Operating Group recorded intercompany commissions and fees from activity with the Specialty Operating Group of $0.4 million and $1.1 million, respectively; the Specialty Operating Group recorded intercompany commissions and fees from activity with the MainStreet Operating Group and itself of $15.8 million and $24.5 million, respectively; the MainStreet Operating Group recorded intercompany commissions and fees from activity with the Middle Market and Specialty Operating Groups of $0.2 million and $0.4 million, respectively; and the Medicare Operating Group recorded intercompany commissions and fees from activity with itself of $0.2 million and $1.0 million, respectively. These intercompany commissions and fees are eliminated through Corporate and Other. (2) During the three and nine months ended September 30, 2021, the Middle Market Operating Group recorded intercompany commissions and fees from activity with the Specialty Operating Group of $0.6 million and $1.1 million, respectively; the Specialty Operating Group recorded intercompany commissions and fees from activity with itself of less than $0.1 million for each period; the MainStreet Operating Group recorded intercompany commissions and fees from activity with the Middle Market Operating Group of $0.1 million and $0.2 million, respectively; and the Medicare Operating Group recorded intercompany commissions and fees from activity with itself of $0.2 million and $0.3 million, respectively. 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 September 30, 2022 $ 2,204,872 $ 597,662 $ 467,066 $ 72,693 $ 70,095 $ 3,412,388 Total assets at December 31, 2021 2,142,485 549,662 61,322 56,472 66,366 2,876,307 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 3 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 combinations 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 adoption of this standard will not have any impact on the Company’s results of operations or financial condition. |
Business and Basis of Present_2
Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Effects of Adopting ASC 842 | The following table summarizes the effects of adopting Topic 842 on our condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2021: For the Three Months Ended For the Nine Months Ended (in thousands, except per share data) As Previously Reported Effect of Adoption of Topic 842 As Adjusted As Previously Reported Effect of Adoption of Topic 842 As Adjusted Operating expenses: Other operating expenses $ 27,589 $ 379 $ 27,968 $ 64,357 $ 23 $ 64,380 Total operating expenses 152,360 379 152,739 401,836 23 401,859 Operating income (loss) (16,804) (379) (17,183) 6,254 (23) 6,231 Net loss (24,222) (379) (24,601) (13,712) (23) (13,735) Net loss attributable to BRP Group, Inc. (12,833) (379) (13,212) (7,976) (23) (7,999) Basic loss per share $ (0.28) $ — $ (0.28) $ (0.18) $ — $ (0.18) Diluted loss per share $ (0.28) $ — $ (0.28) $ (0.18) $ — $ (0.18) The following table summarizes the effects of adopting Topic 842 on our condensed consolidated statement of cash flows for the nine months ended September 30, 2021: For the Nine Months Ended September 30, 2021 (in thousands) As Previously Reported Effect of Adoption of Topic 842 As Adjusted Cash flows from operating activities: Net loss $ (13,712) $ (23) $ (13,735) Changes in operating assets and liabilities, net of effect of acquisitions: Prepaid expenses and other current assets (5,773) 169 (5,604) Right-of-use assets — (66,373) (66,373) Accounts payable, accrued expenses and other current liabilities 30,703 (1,885) 28,818 Operating lease liabilities — 68,112 68,112 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the nine months ended September 30, 2022. (in thousands) Westwood All Others (1) Totals Cash consideration paid $ 372,939 $ 17,415 $ 390,354 Fair value of contingent earnout consideration 12,724 3,771 16,495 Fair value of equity interest — 4,819 4,819 Deferred payment — 3,716 3,716 Total consideration $ 385,663 $ 29,721 $ 415,384 Cash $ 658 $ 1,727 $ 2,385 Restricted cash 50 — 50 Premiums, commissions and fees receivable 4,225 157 4,382 Other assets 392 1,281 1,673 Intangible assets 209,200 15,124 224,324 Goodwill 174,727 14,006 188,733 Total assets acquired 389,252 32,295 421,547 Premiums payable to insurance companies (218) — (218) Producer commissions payable (2,488) — (2,488) Other liabilities (883) (2,574) (3,457) Total liabilities acquired (3,589) (2,574) (6,163) Net assets acquired $ 385,663 $ 29,721 $ 415,384 Maximum potential contingent earnout consideration $ 15,000 $ 12,294 $ 27,294 __________ (1) The "All Others" column includes amounts for the VCM and NHPBA business combinations. |
Schedule of Weighted-Average Useful Lives of Intangible Assets Acquired in Business Combinations | The intangible assets acquired in connection with business combinations during the nine months ended September 30, 2022 have the following values and estimated weighted-average lives: (in thousands, except weighted-average lives) Amount Weighted-Average Life Purchased customer accounts $ 30,600 20.0 years Distributor relationships 159,800 20.0 years Software 29,500 5.0 years Trade names 4,424 4.9 years |
Schedule of Future Amortization Expense for Intangible Assets Acquired in Business Combinations | Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the nine months ended September 30, 2022 is as follows: (in thousands) Amount For the remainder of 2022 $ 4,453 2023 20,140 2024 22,349 2025 23,940 2026 24,231 2027 18,565 |
Schedule of Pro Forma Information | The following pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Westwood, VCM and NHPBA occurred on January 1, 2021. This pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Three Months For the Nine Months (in thousands, except per share data) 2022 2021 2022 2021 Pro forma results: Revenues $ 260,051 $ 160,131 $ 768,444 $ 477,928 Net income (loss) (46,133) (26,883) 11,969 (23,056) Net income (loss) attributable to BRP Group, Inc. (24,491) (14,327) 5,290 (12,511) Basic earnings (loss) per share $ (0.43) $ (0.31) $ 0.09 $ (0.28) Diluted earnings (loss) per share $ (0.43) $ (0.31) $ 0.09 $ (0.28) Weighted-average shares of Class A common stock outstanding - basic 57,327 46,673 56,586 45,358 Weighted-average shares of Class A common stock outstanding - diluted 57,327 46,673 60,190 45,358 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 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 For the Nine Months (in thousands) 2022 2021 2022 2021 Direct bill revenue (1) $ 111,369 $ 58,582 $ 336,563 $ 203,302 Agency bill revenue (2) 92,895 53,495 255,087 136,271 Profit-sharing revenue (3) 15,044 8,105 49,422 26,572 Consulting and service fee revenue (4) 17,572 7,893 44,097 22,470 Policy fee and installment fee revenue (5) 18,036 5,146 37,163 14,414 Other income (6) 4,452 2,335 12,344 5,061 Total commissions and fees $ 259,368 $ 135,556 $ 734,676 $ 408,090 __________ (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 wherein 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 Insurance Company Partners 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) | 9 Months Ended |
Sep. 30, 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) September 30, 2022 December 31, 2021 Contract assets $ 192,176 $ 168,550 Contract liabilities 25,060 18,178 |
Deferred Commission Expense (Ta
Deferred Commission Expense (Tables) | 9 Months Ended |
Sep. 30, 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 For the Nine Months (in thousands) 2022 2021 2022 2021 Balance at beginning of period $ 16,198 $ 6,036 $ 11,336 $ 4,751 Costs capitalized 3,641 3,966 10,509 6,152 Amortization (1,206) (587) (3,212) (1,488) Balance at end of period $ 18,633 $ 9,415 $ 18,633 $ 9,415 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: September 30, 2022 December 31, 2021 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Purchased customer accounts $ 885,401 $ (94,268) $ 791,133 $ 851,445 $ (54,481) $ 796,964 Distributor relationships 260,421 (11,418) 249,003 100,621 (3,814) 96,807 Software 77,138 (27,178) 49,960 41,743 (18,265) 23,478 Trade names 28,613 (6,909) 21,704 24,189 (3,583) 20,606 Carrier relationships 7,859 (1,530) 6,329 7,859 (1,247) 6,612 Totals $ 1,259,432 $ (141,303) $ 1,118,129 $ 1,025,857 $ (81,390) $ 944,467 |
Schedule of Goodwill | The changes in carrying value of goodwill by Operating Group for the periods are as follows: (in thousands) Middle Market Specialty MainStreet Medicare Total Balance at December 31, 2021 $ 901,127 $ 264,018 $ 38,892 $ 24,704 $ 1,228,741 Goodwill of acquired businesses — 6,865 174,727 7,141 188,733 Measurement period adjustments (1) 2,939 516 — — 3,455 Balance at September 30, 2022 $ 904,066 $ 271,399 $ 213,619 $ 31,845 $ 1,420,929 __________ (1) Measurement period adjustments recorded during 2022 relating to businesses acquired in the fourth quarter of 2021 increased premiums, commissions and fees receivable by $3.7 million, increased current liabilities by $7.0 million and increased consideration by $0.2 million. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: (in thousands) September 30, 2022 December 31, 2021 Accrued compensation and benefits $ 39,225 $ 22,460 Contract liabilities 25,060 18,178 Current portion of operating lease liabilities 13,447 12,520 Accrued expenses 11,862 9,731 Deferred consideration payments 10,543 12,355 Current portion of long-term debt 8,509 8,521 Tax distribution payable — 5,072 Other 5,552 3,386 Accrued expenses and other current liabilities $ 114,198 $ 92,223 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 1,048,937 26.62 Vested and settled (545,204) 25.53 Forfeited (92,533) 26.52 Outstanding at September 30, 2022 3,626,931 28.77 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Dilutive Weighted Average Number of Shares Outstanding Calculation | 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 For the Nine Months 2022 2021 2022 2021 Unvested restricted shares of Class A common stock 3,338,908 1,801,394 — 1,801,394 Shares of Class B common stock 54,611,484 52,484,315 54,611,484 52,484,315 |
Schedule of Earnings (Loss) 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 (loss) per share for the three and nine months ended September 30, 2022 and 2021: For the Three Months For the Nine Months (in thousands, except per share data) 2022 2021 2022 2021 Basic earnings (loss) per share: Net income (loss) attributable to BRP Group, Inc. $ (24,793) $ (13,212) $ 6,718 $ (7,999) Shares used for basic earnings (loss) per share: Weighted-average shares of Class A common stock outstanding - basic 57,282 46,446 56,430 45,132 Basic earnings (loss) per share $ (0.43) $ (0.28) $ 0.12 $ (0.18) Diluted earnings (loss) per share: Net income (loss) attributable to BRP Group, Inc. $ (24,793) $ (13,212) $ 6,718 $ (7,999) Shares used for diluted earnings (loss) per share: Weighted-average shares of Class A common stock outstanding 57,282 46,446 56,430 45,132 Dilutive effect of unvested restricted shares of Class A common stock — — 3,465 — Weighted-average shares of Class A common stock outstanding - diluted 57,282 46,446 59,895 45,132 Diluted earnings (loss) per share $ (0.43) $ (0.28) $ 0.11 $ (0.18) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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) September 30, 2022 December 31, 2021 Level 2 Interest rate caps $ 12,172 $ 6,338 Level 2 Assets $ 12,172 $ 6,338 Level 3 Contingent earnout liabilities $ 229,614 $ 258,589 Level 3 Liabilities $ 229,614 $ 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 For the Nine Months (in thousands) 2022 2021 2022 2021 (1) Balance at beginning of period $ 209,996 $ 178,252 $ 258,589 $ 164,819 Fair value of contingent consideration issuances (1) 3,097 53,102 16,495 56,143 Change in fair value of contingent consideration 21,695 11,341 (10,809) 23,163 Settlement of contingent consideration (2) (5,174) (61,750) (34,661) (63,180) Balance at end of period $ 229,614 $ 180,945 $ 229,614 $ 180,945 __________ (1) During the nine months ended September 30, 2021, the Company recorded measurement period adjustments relating to businesses acquired in the fourth quarter of 2020. These adjustments decreased contingent earnout liabilities by $4.7 million, which offsets issuances of $60.9 million from business combinations for the period. (2) During the three and nine months ended September 30, 2021, the Company settled $61.5 million of its contingent earnout liabilities through the issuance of related party notes payable, of which $35.9 million is included in payment of contingent earnout consideration in excess of purchase price accrual in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2022. Refer to Note 10 for additional information. |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The carrying amount and estimated fair value of long-term debt and the revolving line of credit were as follows: Fair Value Hierarchy September 30, 2022 December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt (1) Level 2 $ 840,241 $ 800,330 $ 846,623 $ 870,120 Revolving line of credit Level 2 527,000 501,967 35,000 33,968 __________ (1) The carrying amount of the long-term debt does not reflect unamortized debt discount and issuance costs of $20.8 million and $23.5 million at September 30, 2022 and December 31, 2021, respectively, which are netted against long-term debt for balance sheet presentation. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2022 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 130,216 $ 97,929 $ 39,894 $ 7,890 $ (16,561) $ 259,368 Net income (loss) (25,050) 14,734 7,008 (227) (43,172) (46,707) For the Three Months Ended September 30, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (2) $ 80,087 $ 41,986 $ 8,760 $ 5,665 $ (942) $ 135,556 Net income (loss) (7,395) 930 1,180 40 (19,356) (24,601) For the Nine Months Ended September 30, 2022 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 433,151 $ 221,753 $ 78,601 $ 28,166 $ (26,995) $ 734,676 Net income (loss) 63,296 31,060 10,509 4,359 (94,499) 14,725 For the Nine Months Ended September 30, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (2) $ 266,751 $ 97,173 $ 25,558 $ 20,269 $ (1,661) $ 408,090 Net income (loss) 28,586 4,434 3,503 2,809 (53,067) (13,735) __________ (1) During the three and nine months ended September 30, 2022, the Middle Market Operating Group recorded intercompany commissions and fees from activity with the Specialty Operating Group of $0.4 million and $1.1 million, respectively; the Specialty Operating Group recorded intercompany commissions and fees from activity with the MainStreet Operating Group and itself of $15.8 million and $24.5 million, respectively; the MainStreet Operating Group recorded intercompany commissions and fees from activity with the Middle Market and Specialty Operating Groups of $0.2 million and $0.4 million, respectively; and the Medicare Operating Group recorded intercompany commissions and fees from activity with itself of $0.2 million and $1.0 million, respectively. These intercompany commissions and fees are eliminated through Corporate and Other. (2) During the three and nine months ended September 30, 2021, the Middle Market Operating Group recorded intercompany commissions and fees from activity with the Specialty Operating Group of $0.6 million and $1.1 million, respectively; the Specialty Operating Group recorded intercompany commissions and fees from activity with itself of less than $0.1 million for each period; the MainStreet Operating Group recorded intercompany commissions and fees from activity with the Middle Market Operating Group of $0.1 million and $0.2 million, respectively; and the Medicare Operating Group recorded intercompany commissions and fees from activity with itself of $0.2 million and $0.3 million, respectively. 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 September 30, 2022 $ 2,204,872 $ 597,662 $ 467,066 $ 72,693 $ 70,095 $ 3,412,388 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) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Date of incorporation | Jul. 01, 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 | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Other operating expenses | $ 47,212 | $ 27,968 | $ 124,424 | $ 64,380 |
Total operating expenses | 289,223 | 152,739 | 699,354 | 401,859 |
Operating income (loss) | (29,855) | (17,183) | 35,322 | 6,231 |
Net income (loss) | (46,707) | (24,601) | 14,725 | (13,735) |
Net loss attributable to BRP Group, Inc. | $ (24,793) | $ (13,212) | $ 6,718 | $ (7,999) |
Basic earnings (loss) per share | $ (0.43) | $ (0.28) | $ 0.12 | $ (0.18) |
Diluted earnings (loss) per share | $ (0.43) | $ (0.28) | $ 0.11 | $ (0.18) |
Cash flows from operating activities: | ||||
Net loss | $ (46,707) | $ (24,601) | $ 14,725 | $ (13,735) |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||
Prepaid expenses and other current assets | (10,911) | (5,604) | ||
Right-of-use assets | (15,076) | (66,373) | ||
Accounts payable, accrued expenses and other current liabilities | 70,282 | 28,818 | ||
Operating lease liabilities | $ 16,992 | 68,112 | ||
As Previously Reported | ||||
Operating expenses: | ||||
Other operating expenses | 27,589 | 64,357 | ||
Total operating expenses | 152,360 | 401,836 | ||
Operating income (loss) | (16,804) | 6,254 | ||
Net income (loss) | (24,222) | (13,712) | ||
Net loss attributable to BRP Group, Inc. | $ (12,833) | $ (7,976) | ||
Basic earnings (loss) per share | $ (0.28) | $ (0.18) | ||
Diluted earnings (loss) per share | $ (0.28) | $ (0.18) | ||
Cash flows from operating activities: | ||||
Net loss | $ (24,222) | $ (13,712) | ||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||
Prepaid expenses and other current assets | 5,773 | |||
Right-of-use assets | 0 | |||
Accounts payable, accrued expenses and other current liabilities | 30,703 | |||
Operating lease liabilities | 0 | |||
Effect of Adoption of Topic 842 | ||||
Operating expenses: | ||||
Other operating expenses | 379 | 23 | ||
Total operating expenses | 379 | 23 | ||
Operating income (loss) | (379) | (23) | ||
Net income (loss) | (379) | (23) | ||
Net loss attributable to BRP Group, Inc. | $ (379) | $ (23) | ||
Basic earnings (loss) per share | $ 0 | $ 0 | ||
Diluted earnings (loss) per share | $ 0 | $ 0 | ||
Cash flows from operating activities: | ||||
Net loss | $ (379) | $ (23) | ||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||
Prepaid expenses and other current assets | (169) | |||
Right-of-use assets | 66,373 | |||
Accounts payable, accrued expenses and other current liabilities | (1,885) | |||
Operating lease liabilities | $ 68,112 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 01, 2022 | Jun. 03, 2022 | Apr. 29, 2022 | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) numberOfBusinessCombinations | |
Business Acquisition [Line Items] | |||||
Number of business combinations | numberOfBusinessCombinations | 3 | ||||
Business combinations aggregate purchase price | $ 415,384 | ||||
Goodwill, amortization period for tax purposes | 15 years | ||||
Total revenues recognized from business combinations | $ 31,500 | $ 49,700 | |||
Net income (loss) recognized from business combinations | 10,000 | 17,100 | |||
Acquisition related costs incurred | $ 2,300 | 2,300 | |||
Westwood | |||||
Business Acquisition [Line Items] | |||||
Business combinations aggregate purchase price | $ 385,663 | ||||
Effective date of acquisition | Apr. 29, 2022 | ||||
VCM | |||||
Business Acquisition [Line Items] | |||||
Effective date of acquisition | Jun. 03, 2022 | ||||
NHPBA | |||||
Business Acquisition [Line Items] | |||||
Effective date of acquisition | Aug. 01, 2022 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | $ 390,354 | |
Fair value of contingent earnout consideration | 16,495 | $ 60,865 |
Fair value of equity interest | 4,819 | $ 75,634 |
Deferred payment | 3,716 | |
Total consideration | 415,384 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 2,385 | |
Restricted cash | 50 | |
Premiums, commissions and fees receivable | 4,382 | |
Other assets | 1,673 | |
Intangible assets | 224,324 | |
Goodwill | 188,733 | |
Total assets acquired | 421,547 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | (218) | |
Producer commissions payable | (2,488) | |
Other liabilities | (3,457) | |
Total liabilities acquired | (6,163) | |
Net assets acquired | 415,384 | |
Westwood | ||
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | 372,939 | |
Fair value of contingent earnout consideration | 12,724 | |
Fair value of equity interest | 0 | |
Deferred payment | 0 | |
Total consideration | 385,663 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 658 | |
Restricted cash | 50 | |
Premiums, commissions and fees receivable | 4,225 | |
Other assets | 392 | |
Intangible assets | 209,200 | |
Goodwill | 174,727 | |
Total assets acquired | 389,252 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | (218) | |
Producer commissions payable | (2,488) | |
Other liabilities | (883) | |
Total liabilities acquired | (3,589) | |
Net assets acquired | 385,663 | |
Maximum potential contingent earnout consideration | 15,000 | |
Totals | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Maximum potential contingent earnout consideration | 27,294 | |
All Others | ||
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | 17,415 | |
Fair value of contingent earnout consideration | 3,771 | |
Fair value of equity interest | 4,819 | |
Deferred payment | 3,716 | |
Total consideration | 29,721 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 1,727 | |
Restricted cash | 0 | |
Premiums, commissions and fees receivable | 157 | |
Other assets | 1,281 | |
Intangible assets | 15,124 | |
Goodwill | 14,006 | |
Total assets acquired | 32,295 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | 0 | |
Producer commissions payable | 0 | |
Other liabilities | (2,574) | |
Total liabilities acquired | (2,574) | |
Net assets acquired | 29,721 | |
Maximum potential contingent earnout consideration | $ 12,294 |
Business Combinations - Sched_2
Business Combinations - Schedule of Weighted-Average Lives of Intangible Assets Acquired in Business Combinations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 224,324 |
Purchased customer accounts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 30,600 |
Weighted Average Life | 20 years |
Distributor relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 159,800 |
Weighted Average Life | 20 years |
Software | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 29,500 |
Weighted Average Life | 5 years |
Trade Names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 4,424 |
Weighted Average Life | 4 years 10 months 24 days |
Business Combinations - Sched_3
Business Combinations - Schedule of Future Amortization of Intangible Assets Acquired in Business Combinations (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Business Combinations [Abstract] | |
For the remainder of 2022 | $ 4,453 |
2023 | 20,140 |
2024 | 22,349 |
2025 | 23,940 |
2026 | 24,231 |
2027 | $ 18,565 |
Business Combinations - Sched_4
Business Combinations - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenues | $ 260,051 | $ 160,131 | $ 768,444 | $ 477,928 |
Net income (loss) | (46,133) | (26,883) | 11,969 | (23,056) |
Net income (loss) attributable to BRP Group, Inc. | $ (24,491) | $ (14,327) | $ 5,290 | $ (12,511) |
Basic loss per share | $ (0.43) | $ (0.31) | $ 0.09 | $ (0.28) |
Diluted loss per share | $ (0.43) | $ (0.31) | $ 0.09 | $ (0.28) |
Weighted-average shares of Class A common stock outstanding - basic | 57,327 | 46,673 | 56,586 | 45,358 |
Weighted-average shares of Class A common stock outstanding - diluted | 57,327 | 46,673 | 60,190 | 45,358 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Variable Interest Entity [Line Items] | ||||
Revenues | $ 0.5 | $ 0.3 | $ 1.3 | $ 0.7 |
Expenses | $ 0.2 | $ 0.1 | $ 0.8 | $ 0.5 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total commissions and fees | $ 259,368 | $ 135,556 | $ 734,676 | $ 408,090 |
Direct Bill Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 111,369 | 58,582 | 336,563 | 203,302 |
Agency Bill Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 92,895 | 53,495 | 255,087 | 136,271 |
Profit Sharing Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 15,044 | 8,105 | 49,422 | 26,572 |
Consulting and Service Fee Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 17,572 | 7,893 | 44,097 | 22,470 |
Policy Fee and Installment Fee Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 18,036 | 5,146 | 37,163 | 14,414 |
Other Income | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | $ 4,452 | $ 2,335 | $ 12,344 | $ 5,061 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | Sep. 30, 2022 |
Revenue from Contract with Customer [Abstract] | |
Capitalized contract cost, amortization period | 5 years |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 192,176 | $ 168,550 |
Contract liabilities | $ 25,060 | $ 18,178 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contract assets related to 2022 business combinations | $ 3.6 |
Revenue recognized in current year related to contract liabilities at end of prior year | $ 17.9 |
Schedule of Deferred Commission
Schedule of Deferred Commission Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of Deferred Commission Expense [Roll Forward] | ||||
Balance at beginning of period | $ 16,198 | $ 6,036 | $ 11,336 | $ 4,751 |
Costs capitalized | 3,641 | 3,966 | 10,509 | 6,152 |
Amortization | (1,206) | (587) | (3,212) | (1,488) |
Balance at end of period | $ 18,633 | $ 9,415 | $ 18,633 | $ 9,415 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,259,432 | $ 1,025,857 |
Accumulated Amortization | (141,303) | (81,390) |
Net Carrying Value | 1,118,129 | 944,467 |
Purchased customer accounts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 885,401 | 851,445 |
Accumulated Amortization | (94,268) | (54,481) |
Net Carrying Value | 791,133 | 796,964 |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 260,421 | 100,621 |
Accumulated Amortization | (11,418) | (3,814) |
Net Carrying Value | 249,003 | 96,807 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 77,138 | 41,743 |
Accumulated Amortization | (27,178) | (18,265) |
Net Carrying Value | 49,960 | 23,478 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 28,613 | 24,189 |
Accumulated Amortization | (6,909) | (3,583) |
Net Carrying Value | 21,704 | 20,606 |
Carrier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,859 | 7,859 |
Accumulated Amortization | (1,530) | (1,247) |
Net Carrying Value | $ 6,329 | $ 6,612 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization for intangible assets | $ 23,180 | $ 12,596 | $ 59,912 | $ 33,875 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | ||
Balance at December 31, 2021 | $ 1,228,741 | |
Goodwill of acquired businesses | 188,733 | |
Measurement period adjustments | 3,455 | $ 0 |
Balance at September 30, 2022 | 1,420,929 | |
Measurement period adjustment, premiums, commissions and fees receivable | 3,700 | |
Measurement period adjustment, cash consideration | 200 | |
Contingent Earnout Liabilities | ||
Goodwill [Roll Forward] | ||
Measurement period adjustment, liabilities | $ (4,700) | |
Accrued expenses and other current liabilities | ||
Goodwill [Roll Forward] | ||
Measurement period adjustment, liabilities | 7,000 | |
Middle Market Segment | ||
Goodwill [Roll Forward] | ||
Balance at December 31, 2021 | 901,127 | |
Goodwill of acquired businesses | 0 | |
Measurement period adjustments | 2,939 | |
Balance at September 30, 2022 | 904,066 | |
Specialty Segment | ||
Goodwill [Roll Forward] | ||
Balance at December 31, 2021 | 264,018 | |
Goodwill of acquired businesses | 6,865 | |
Measurement period adjustments | 516 | |
Balance at September 30, 2022 | 271,399 | |
Mainstreet Segment | ||
Goodwill [Roll Forward] | ||
Balance at December 31, 2021 | 38,892 | |
Goodwill of acquired businesses | 174,727 | |
Measurement period adjustments | 0 | |
Balance at September 30, 2022 | 213,619 | |
Medicare Segment | ||
Goodwill [Roll Forward] | ||
Balance at December 31, 2021 | 24,704 | |
Goodwill of acquired businesses | 7,141 | |
Measurement period adjustments | 0 | |
Balance at September 30, 2022 | $ 31,845 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 39,225 | $ 22,460 |
Contract liabilities | 25,060 | 18,178 |
Current portion of operating lease liabilities | 13,447 | 12,520 |
Accrued expenses | 11,862 | 9,731 |
Deferred consideration payments | 10,543 | 12,355 |
Current portion of long-term debt | 8,509 | 8,521 |
Tax distribution payable | 0 | 5,072 |
Other | 5,552 | 3,386 |
Accrued expenses and other current liabilities | $ 114,198 | $ 92,223 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities - Additional Information (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Payables and Accruals [Abstract] | |
Payments for incentive to advisor | $ 4.8 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | May 05, 2022 | Mar. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from revolving line of credit | $ 512,000,000 | $ 120,000,000 | ||||||
Interest Rate Cap, Expiration August 2028 | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional amount | $ 100,000,000 | |||||||
Interest Rate Cap, Expiration August 2028 | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate cap - rate | 3% | |||||||
Interest Rate Cap, Expiration August 2028, One | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional amount | $ 100,000,000 | |||||||
Interest Rate Cap, Expiration August 2028, One | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate cap - rate | 3% | |||||||
Interest Rate Cap, Expiration March 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional amount | $ 300,000,000 | |||||||
Interest Rate Cap, Expiration March 2024 | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate cap - rate | 1.50% | |||||||
Interest Rate Cap | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from sale of interest rate caps | $ 19,000,000 | |||||||
Interest rate caps aggregate fair value | $ 12,200,000 | $ 12,200,000 | 12,200,000 | $ 6,300,000 | ||||
Gain on interest rate caps | 3,600,000 | 24,900,000 | ||||||
Loss on interest rate caps | $ 300,000 | $ 1,200,000 | ||||||
Cash settlements received on interest rate cap | 500,000 | 500,000 | ||||||
Interest Rate Cap, Expiration March 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Notional amount | $ 300,000,000 | |||||||
Interest Rate Cap, Expiration March 2026 | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate cap - rate | 2.50% | |||||||
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 | 6.26% | |||||||
Long-term Debt | $ 840,200,000 | 840,200,000 | $ 840,200,000 | |||||
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 | 6.07% | |||||||
Outstanding borrowings | $ 527,000,000 | $ 527,000,000 | $ 527,000,000 | |||||
Commitment fee | 0.40% | |||||||
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% | |||||||
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% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Notes Payable, Related Parties | $ 61,500 | ||||
Right-of-use assets | $ 98,049 | $ 98,049 | 81,646 | ||
Villages Broker Commissions | |||||
Related Party Transaction [Line Items] | |||||
Related party commissions revenue | 300 | $ 1,000 | 2,000 | $ 2,300 | |
Director Broker Commissions | |||||
Related Party Transaction [Line Items] | |||||
Related party commissions revenue | 100 | 100 | 300 | 100 | |
Villages Leased Facilities | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 100 | 100 | 300 | 400 | |
Other Related Parties Leased Facilities | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 900 | 600 | 2,800 | 1,700 | |
Right-of-use assets | 15,800 | 15,800 | 17,900 | ||
Operating lease, liability | 16,200 | 16,200 | $ 18,200 | ||
Commission Expense | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 200 | $ 100 | 500 | $ 400 | |
Consulting Expense | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | $ 700 | $ 700 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 8.4 | $ 3.8 | $ 26.1 | $ 11.9 |
Unvested restricted shares of Class A common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of awards that vested in period | $ 13.9 | $ 5.7 | ||
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 | 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 | 3,000,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Activity of Non-vested Awards under omnibus Plan (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Outstanding, Number of Shares | 3,626,931 | 3,215,731 |
Outstanding, Weighted Average Grant Date Fair Value | $ 28.77 | $ 28.83 |
Granted, Number of Shares | 1,048,937 | |
Granted, Weighted Average Grant Date Fair Value | $ 26.62 | |
Vested and Settled, Number of Shares | (545,204) | |
Vested and Settled, Weighted Average Grant Date Fair Value | $ 25.53 | |
Forfeited, Number of Shares | (92,533) | |
Forfeited, Weighted Average Grant Date Fair Value | $ 26.52 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Antidilutive Shares (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Unvested restricted shares of Class A common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 3,338,908 | 1,801,394 | 0 | 1,801,394 |
Shares of Class B common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities (in shares) | 54,611,484 | 52,484,315 | 54,611,484 | 52,484,315 |
Earnings (Loss) Per Share Sched
Earnings (Loss) Per Share Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Basic earnings (loss) per share: | ||||
Net income (loss) attributable to BRP Group, Inc. | $ (24,793) | $ (13,212) | $ 6,718 | $ (7,999) |
Weighted-average shares of Class A common stock outstanding - basic | 57,282,132 | 46,446,254 | 56,430,095 | 45,132,217 |
Basic earnings (loss) per share | $ (0.43) | $ (0.28) | $ 0.12 | $ (0.18) |
Diluted earnings (loss) per share: | ||||
Net income (loss) attributable to BRP Group, Inc. | $ (24,793) | $ (13,212) | $ 6,718 | $ (7,999) |
Weighted-average shares of Class A common stock outstanding | 57,282,132 | 46,446,254 | 56,430,095 | 45,132,217 |
Dilutive effect of unvested restricted shares of Class A common stock | 0 | 0 | 3,465,000 | 0 |
Weighted-average shares of Class A common stock outstanding - diluted | 57,282,132 | 46,446,254 | 59,895,371 | 45,132,217 |
Diluted earnings (loss) per share | $ (0.43) | $ (0.28) | $ 0.11 | $ (0.18) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value by Balance Sheet Grouping (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | $ 12,200 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | 12,172 | $ 6,338 |
Level 2 Assets | 12,172 | 6,338 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent earnout liabilities | 229,614 | 258,589 |
Level 3 Liabilities | $ 229,614 | $ 258,589 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Change in fair value of contingent consideration | $ 21,695 | $ 11,341 | $ (10,809) | $ 23,163 | |
Maximum estimated exposure to contingent earnout liabilities | 980,500 | 980,500 | |||
Fair Value, Recurring | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Interest rate caps | $ 12,200 | $ 12,200 | |||
Revenue or EBITDA Growth Rate | Minimum | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Contingent earnout liability input | 0.07 | 0.07 | 0.05 | ||
Revenue or EBITDA Growth Rate | Maximum | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Contingent earnout liability input | 0.35 | 0.35 | 0.22 | ||
Discount Rate | Minimum | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Contingent earnout liability input | 0.0825 | 0.0825 | 0.0500 | ||
Discount Rate | Maximum | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Contingent earnout liability input | 0.1800 | 0.1800 | 0.1550 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Payment of contingent earnout consideration in excess of purchase price accrual related to payment of related party notes payable | $ 48,943 | $ 602 | ||
MSI | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Payment of contingent earnout consideration in excess of purchase price accrual related to payment of related party notes payable | 35,900 | |||
Contingent Earnout Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | $ 209,996 | $ 178,252 | 258,589 | 164,819 |
Fair value of contingent consideration issuances(1) | 3,097 | 53,102 | 16,495 | 56,143 |
Change in fair value of contingent consideration | 21,695 | 11,341 | (10,809) | 23,163 |
Settlement of contingent consideration(2) | (5,174) | (61,750) | (34,661) | (63,180) |
Balance at end of period | $ 229,614 | 180,945 | $ 229,614 | 180,945 |
Measurement period adjustment, liabilities | (4,700) | |||
Issuances from business combinations | 60,900 | |||
Contingent earnout liabilities settled through issuance of related party notes payable | $ 61,500 | $ 61,500 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Financial Instruments Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Unamortized debt discount and issuance costs | $ 20,800 | $ 23,500 |
Carrying Amount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt | 840,241 | 846,623 |
Revolving line of credit | 527,000 | 35,000 |
Estimated Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt | 800,330 | 870,120 |
Revolving line of credit | $ 501,967 | $ 33,968 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Apr. 30, 2022 | |
Loss Contingencies [Line Items] | |||
USF Grant Commitment | $ 5.3 | ||
Loss contingency, loss accrued in period | $ 1.5 | $ 1.5 | |
Minimum | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimated range of probable loss | 1.5 | 1.5 | |
Maximum | |||
Loss Contingencies [Line Items] | |||
Loss contingency, estimated range of probable loss | $ 1.8 | $ 1.8 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 segment | |
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 | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Commissions and fees | $ 259,368 | $ 135,556 | $ 734,676 | $ 408,090 | |
Net income (loss) | (46,707) | (24,601) | 14,725 | (13,735) | |
Total assets | 3,412,388 | 3,412,388 | $ 2,876,307 | ||
Middle Market Segment | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | 130,216 | 80,087 | 433,151 | 266,751 | |
Net income (loss) | (25,050) | (7,395) | 63,296 | 28,586 | |
Total assets | 2,204,872 | 2,204,872 | 2,142,485 | ||
Middle Market Segment | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (400) | (600) | (1,100) | (1,100) | |
Specialty Segment | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | 97,929 | 41,986 | 221,753 | 97,173 | |
Net income (loss) | 14,734 | 930 | 31,060 | 4,434 | |
Total assets | 597,662 | 597,662 | 549,662 | ||
Specialty Segment | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (15,800) | (100) | (24,500) | (100) | |
Mainstreet Segment | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | 39,894 | 8,760 | 78,601 | 25,558 | |
Net income (loss) | 7,008 | 1,180 | 10,509 | 3,503 | |
Total assets | 467,066 | 467,066 | 61,322 | ||
Mainstreet Segment | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (200) | (100) | (400) | (200) | |
Medicare Segment | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | 7,890 | 5,665 | 28,166 | 20,269 | |
Net income (loss) | (227) | 40 | 4,359 | 2,809 | |
Total assets | 72,693 | 72,693 | 56,472 | ||
Medicare Segment | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (200) | (200) | (1,000) | (300) | |
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (16,561) | (942) | (26,995) | (1,661) | |
Net income (loss) | (43,172) | $ (19,356) | (94,499) | $ (53,067) | |
Total assets | $ 70,095 | $ 70,095 | $ 66,366 |