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 |