DEI Statement
DEI Statement - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 20, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-39095 | ||
Entity Registrant Name | BRP GROUP, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1937225 | ||
Entity Central Index Key | 0001781755 | ||
Entity Address, Address Line One | 4211 W. Boy Scout Blvd. | ||
Entity Address, City or Town | Tampa, | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33607 | ||
City Area Code | 866 | ||
Local Phone Number | 279-0698 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | ||
Trading Symbol | BRP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,344,583,853 | ||
Entity Address, Address Line Two | Suite 800 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 62,047,010 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 54,040,164 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Tampa, Florida |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 118,090 | $ 138,292 |
Restricted cash | 112,381 | 89,445 |
Premiums, commissions and fees receivable, net | 531,992 | 340,837 |
Prepaid expenses and other current assets | 9,823 | 8,151 |
Due from related parties | 113 | 1,668 |
Total current assets | 772,399 | 578,393 |
Property and equipment, net | 25,405 | 17,474 |
Right-of-use assets | 96,465 | 81,646 |
Other assets | 45,935 | 25,586 |
Intangible assets, net | 1,099,918 | 944,467 |
Goodwill | 1,422,060 | 1,228,741 |
Total assets | 3,462,182 | 2,876,307 |
Current liabilities: | ||
Premiums payable to insurance companies | 471,294 | 315,907 |
Producer commissions payable | 53,927 | 35,971 |
Accrued expenses and other current liabilities | 125,743 | 92,223 |
Related party notes payable | 1,525 | 61,500 |
Current portion of contingent earnout liabilities | 46,717 | 35,088 |
Total current liabilities | 699,206 | 540,689 |
Revolving line of credit | 505,000 | 35,000 |
Long-term debt, less current portion | 809,862 | 814,614 |
Contingent earnout liabilities, less current portion | 220,219 | 223,501 |
Operating lease liabilities, less current portion | 87,692 | 71,357 |
Other liabilities | 164 | 3,590 |
Total liabilities | 2,322,143 | 1,688,751 |
Commitments and contingencies (Note 20) | ||
Mezzanine equity: | ||
Redeemable noncontrolling interest | 487 | 269 |
Stockholders’ equity: | ||
Additional paid-in capital | 704,291 | 663,002 |
Accumulated deficit | (96,764) | (54,992) |
Stockholder notes receivable | (42) | (219) |
Total stockholders’ equity attributable to BRP Group | 608,104 | 608,383 |
Noncontrolling interest | 531,448 | 578,904 |
Total stockholders’ equity | 1,139,552 | 1,187,287 |
Total liabilities, mezzanine equity and stockholders’ equity | 3,462,182 | 2,876,307 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 614 | 586 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 5 | $ 6 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Shares authorized (in shares) | 300,000,000 | 300,000,000 |
Shares outstanding (in shares) | 61,447,368 | 58,602,859 |
Shares issued (in shares) | 61,447,368 | 58,602,859 |
Class B Common Stock | ||
Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Shares outstanding (in shares) | 54,504,918 | 56,338,051 |
Shares issued (in shares) | 54,504,918 | 56,338,051 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Commissions and fees | $ 980,720 | $ 567,290 | $ 240,919 |
Operating Expenses | |||
Commissions, employee compensation and benefits | 719,445 | 400,050 | 174,114 |
Other operating expenses | 173,708 | 102,162 | 48,060 |
Amortization expense | 81,738 | 48,720 | 19,038 |
Change in fair value of contingent consideration | 32,307 | 45,196 | 20,516 |
Depreciation expense | 4,620 | 2,788 | 1,129 |
Total operating expenses | 1,011,818 | 598,916 | 262,857 |
Operating loss | (31,098) | (31,626) | (21,938) |
Other Income (Expense) | |||
Interest expense, net | (71,072) | (26,899) | (7,857) |
Other income (expense), net | 26,137 | 424 | (95) |
Total other expense | (44,935) | (26,475) | (7,952) |
Loss before income taxes | (76,033) | (58,101) | (29,890) |
Income tax expense (benefit) | 715 | 19 | (5) |
Net loss | (76,748) | (58,120) | (29,885) |
Less: net loss attributable to noncontrolling interests | (34,976) | (27,474) | (14,189) |
Net loss attributable to BRP Group | (41,772) | (30,646) | (15,696) |
Comprehensive loss | (76,748) | (58,120) | (29,885) |
Comprehensive loss attributable to noncontrolling interests | (34,976) | (27,474) | (14,189) |
Comprehensive loss attributable to BRP Group | $ (41,772) | $ (30,646) | $ (15,696) |
Basic loss per share (in dollars per share) | $ (0.74) | $ (0.64) | $ (0.58) |
Diluted loss per share (in dollars per share) | $ (0.74) | $ (0.64) | $ (0.58) |
Weighted-average shares of Class A common stock outstanding, basic | 56,825,348 | 47,587,866 | 27,175,705 |
Weighted-average shares of Class A common stock outstanding, Diluted | 56,825,348 | 47,587,866 | 27,175,705 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity and Mezzanine Equity - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Retained Earnings | Receivables from Stockholder | Noncontrolling Interest | Redeemable Noncontrolling Interest | Class A Common Stock Common Stock | Class B Common Stock Common Stock |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 19,362,984 | 43,257,738 | ||||||
Balance at beginning of period, stockholders' equity at Dec. 31, 2019 | $ 237,251 | $ 82,425 | $ (8,650) | $ (688) | $ 163,966 | $ 194 | $ 4 | |
Balance at beginning of period, mezzanine equity at Dec. 31, 2019 | $ 23 | |||||||
Increase (Decrease) in Stockholders' Equity and Mezzanine Equity [Roll Forward] | ||||||||
Net income (loss) | (29,941) | (15,696) | (14,245) | 56 | ||||
Issuances of Class A common stock, net of underwriting discounts and offering costs and redemption of Class B common stock for Class A common stock (in shares) | 23,287,500 | (4,091,667) | ||||||
Issuances of Class A common stock, net of underwriting discounts and offering costs and redemption of Class B common stock for Class A common stock | 372,724 | 197,357 | 175,134 | $ 233 | ||||
Issuance of Class A common stock in Offering, net of underwriting discounts and offering costs (in shares) | 23,287,500 | |||||||
Equity issued in business combinations (in shares) | 1,415,837 | 11,004,696 | ||||||
Equity issued in business combinations | 186,120 | 107,867 | 78,238 | $ 14 | $ 1 | |||
Share-based compensation, net of forfeitures (in shares) | 633,246 | |||||||
Share-based compensation, net of forfeitures | 4,784 | 3,852 | 925 | $ 7 | ||||
Redemptions and repurchases of common stock (in shares) | 253,599 | (342,384) | ||||||
Redemptions and repurchases of common stock | (1,291) | 638 | (1,931) | $ 2 | ||||
Repayment of stockholder notes receivable | 223 | 223 | ||||||
Contributions | 19 | |||||||
Balance of end of period (in shares) at Dec. 31, 2020 | 44,953,166 | 49,828,383 | ||||||
Balance of end of period, stockholders' equity at Dec. 31, 2020 | 769,870 | 392,139 | (24,346) | (465) | 402,087 | $ 450 | $ 5 | |
Balance at end of period, mezzanine equity at Dec. 31, 2020 | 98 | |||||||
Increase (Decrease) in Stockholders' Equity and Mezzanine Equity [Roll Forward] | ||||||||
Net income (loss) | (58,291) | (30,646) | (27,645) | 171 | ||||
Issuance of Class A common stock in Offering, net of underwriting discounts and offering costs (in shares) | 9,200,000 | |||||||
Issuances of Class A common stock, net of underwriting discounts and offering costs | 268,321 | 159,101 | 109,128 | $ 92 | ||||
Equity issued in business combinations (in shares) | 1,053,190 | 7,441,139 | ||||||
Equity issued in business combinations | 194,607 | 86,606 | 107,990 | $ 10 | $ 1 | |||
Share-based compensation, net of forfeitures (in shares) | 2,465,032 | |||||||
Share-based compensation, net of forfeitures | 17,606 | 16,621 | 960 | $ 25 | ||||
Redemption of Class B common stock (in shares) | 931,471 | (931,471) | ||||||
Redemptions and repurchases of common stock | 0 | 8,535 | (8,544) | $ 9 | ||||
Tax distributions to BRP's LLC Members | (5,072) | (5,072) | ||||||
Repayment of stockholder notes receivable | 246 | 246 | ||||||
Balance of end of period (in shares) at Dec. 31, 2021 | 58,602,859 | 56,338,051 | ||||||
Balance of end of period, stockholders' equity at Dec. 31, 2021 | 1,187,287 | 663,002 | (54,992) | (219) | 578,904 | $ 586 | $ 6 | |
Balance at end of period, mezzanine equity at Dec. 31, 2021 | 269 | |||||||
Increase (Decrease) in Stockholders' Equity and Mezzanine Equity [Roll Forward] | ||||||||
Net income (loss) | (76,966) | (41,772) | (35,194) | 218 | ||||
Equity issued in business combinations (in shares) | 226,338 | |||||||
Equity issued in business combinations | 4,809 | 2,525 | 2,282 | $ 2 | ||||
Share-based compensation, net of forfeitures (in shares) | 777,037 | 29,430 | ||||||
Share-based compensation, net of forfeitures | 28,566 | 30,658 | (2,100) | $ 8 | ||||
Redemption of Class B common stock (in shares) | 1,841,134 | (1,862,563) | ||||||
Redemptions and repurchases of common stock | 0 | 8,106 | (8,123) | $ 18 | $ (1) | |||
Tax distributions to BRP's LLC Members | (4,321) | (4,321) | ||||||
Repayment of stockholder notes receivable | 177 | 177 | ||||||
Balance of end of period (in shares) at Dec. 31, 2022 | 61,447,368 | 54,504,918 | ||||||
Balance of end of period, stockholders' equity at Dec. 31, 2022 | $ 1,139,552 | $ 704,291 | $ (96,764) | $ (42) | $ 531,448 | $ 614 | $ 5 | |
Balance at end of period, mezzanine equity at Dec. 31, 2022 | $ 487 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (76,748) | $ (58,120) | $ (29,885) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 86,358 | 51,508 | 20,167 |
Change in fair value of contingent consideration | 32,307 | 45,196 | 20,516 |
Share-based compensation expense | 47,389 | 19,193 | 7,744 |
(Gain) loss on interest rate caps | (26,220) | 123 | 0 |
Payment of contingent earnout consideration in excess of purchase price accrual | (49,926) | (4,825) | (1,727) |
Amortization of deferred financing costs | 5,120 | 3,506 | 1,002 |
Other fair value adjustments | 135 | 311 | 67 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Premiums, commissions and fees receivable, net | (183,006) | (64,501) | (6,828) |
Prepaid expenses and other assets | (11,320) | (8,032) | (1,611) |
Due to/from related parties | 937 | (1,649) | 24 |
Right-of-use assets | (13,492) | (81,646) | 0 |
Accounts payable, accrued expenses and other current liabilities | 173,362 | 55,188 | 27,348 |
Operating lease liabilities | 16,531 | 83,877 | 0 |
Other liabilities | (3,889) | 0 | 0 |
Net cash provided by (used in) operating activities | (2,462) | 40,129 | 36,817 |
Cash flows from investing activities: | |||
Cash consideration paid for business combinations, net of cash received | (387,919) | (668,033) | (669,236) |
Cash consideration paid for asset acquisitions | (3,356) | (3,212) | (1,854) |
Capital expenditures, net | (21,979) | (5,321) | (5,469) |
Investment in business ventures | (1,103) | (1,907) | (1,250) |
Net cash used in investing activities | (414,357) | (678,473) | (677,809) |
Cash flows from financing activities: | |||
Proceeds from issuance of Class A common stock, net of underwriting discounts | 0 | 269,375 | 451,574 |
Purchase of LLC Units from shareholders | 0 | 0 | (78,274) |
Payment of common stock offering costs | 0 | (1,054) | (1,868) |
Payment of contingent earnout consideration up to amount of purchase price accrual | (48,309) | (7,723) | (1,192) |
Proceeds from revolving line of credit | 512,000 | 420,210 | 385,637 |
Payments on revolving line of credit | (42,000) | (385,210) | (325,000) |
Proceeds from long-term debt | 0 | 441,430 | 286,331 |
Payments on long-term debt | (8,509) | (5,630) | (1,000) |
Payments of debt issuance costs | (1,821) | (1,124) | (4,507) |
Proceeds from the sales and settlements of interest rate caps | 21,246 | 0 | 0 |
Purchase of interest rate caps | (3,838) | (6,461) | 0 |
Tax distributions to BRP's LLC Members | (9,393) | 0 | 0 |
Proceeds received from repayment of stockholder notes receivable | 177 | 246 | 223 |
Other financing activity | 0 | 0 | 19 |
Net cash provided by financing activities | 419,553 | 724,059 | 711,943 |
Net increase in cash and cash equivalents and restricted cash | 2,734 | 85,715 | 70,951 |
Cash and cash equivalents and restricted cash at beginning of year | 227,737 | 142,022 | 71,071 |
Cash and cash equivalents and restricted cash at end of year | 230,471 | 227,737 | 142,022 |
Supplemental schedule of cash flow information: | |||
Cash paid for interest | 62,702 | 22,110 | 5,958 |
Cash paid for taxes | 1,419 | 0 | 0 |
Disclosure of non-cash investing and financing activities: | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 24,910 | 86,524 | 0 |
Contingent earnout liabilities assumed in business combinations and asset acquisitions | 14,918 | 127,420 | 98,523 |
Right-of-use assets increased through lease modifications and reassessments | 5,905 | 6,131 | 0 |
Increase (decrease) in goodwill resulting from measurement period adjustments for prior year business combinations | 5,534 | (2,206) | 0 |
Equity interest issued in business combinations and asset acquisitions | 4,809 | 194,607 | 186,116 |
Conversion of contingent earnout liability to related party notes payable and to settle related party notes receivable | 2,143 | 61,500 | 0 |
Capital expenditures incurred but not yet paid | 855 | 350 | 301 |
Equity issued in satisfaction of a liability | 711 | 0 | 0 |
Noncash debt issuance costs incurred | 0 | 11,557 | 12,554 |
Noncash tax distributions payable | 0 | 5,072 | 0 |
Principal and interest on revolving line of credit paid through funding of long-term debt | $ 0 | $ 0 | $ 101,115 |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation BRP Group, Inc. (“BRP Group” or the “Company”) was incorporated in the state of Delaware on July 1, 2019. BRP Group is a diversified insurance agency and services organization that markets and sells insurance products and services to its customers throughout the U.S. A significant portion of the Company’s business is concentrated in the Southeastern U.S., with several other regional concentrations. BRP Group and its subsidiaries operate through four reportable segments (“Operating Groups”), including Middle Market, Specialty, MainStreet, and Medicare, which are discussed in more detail in Note 21. 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 members (“BRP's LLC Members”) in its consolidated financial statements. The Company has prepared these 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 4 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 consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. Refer to the Redeemable Noncontrolling Interest and Noncontrolling Interest sections of Note 2 for additional information. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition; the valuation of acquired relationships and contingent consideration; impairment of long-lived assets and goodwill; share-based compensation related to performance-based restricted stock unit awards; and the valuation allowance for deferred tax assets. Changes in Presentation Certain prior period amounts have been revised in the current year as a result of errors in balance sheet classification identified in the December 31, 2021 consolidated financial statements. $5.9 million of liabilities previously recorded as producer commissions payable is now recorded as premiums payable to insurance companies on the consolidated balance sheets. This revision had no impact on total current liabilities for the year ended December 31, 2021. $5.1 million of tax distributions to BRP's LLC Members in the consolidated statements of stockholders' equity and mezzanine equity previously recorded in additional paid-in capital is now recorded in noncontrolling interest and $5.1 million of equity issued in business combinations previously recorded in noncontrolling interest is now recorded in additional paid-in capital. There was no impact to total additional paid-in capital or total noncontrolling interest for the year ended December 31, 2021. These revisions are not material to the previously issued December 31, 2021 consolidated financial statements. In addition, certain prior year amounts have been reclassified to conform to current year presentation, including (i) direct bill revenue and agency bill revenue lines have been collapsed into one commission revenue line in the disaggregated revenue table in Note 5, (ii) certain revenue streams previously classified as other income have been reclassified to consulting and service fee revenue or policy fee and installment fee revenue in the disaggregated revenue table in Note 5, and (iii) purchased customer accounts, distributor relationships and carrier relationships classes of intangible assets have been combined under one acquired relationships class in the intangible assets table in Note 9. Recently Adopted Accounting Standards 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 a business combination by addressing diversity in practice and inconsistency related to (i) the recognition of an acquired contract liability and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 requires that, at the 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 |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Revenue Recognition The Company recognizes revenue in accordance with Topic 606. The Company earns commission revenue by facilitating the arrangement between Insurance Company Partners and individuals or businesses by providing insurance placement services to insureds (“Clients”) with Insurance Company Partners. Commission revenues are usually a percentage of the premium paid by Clients and generally depend upon the type of insurance, the Insurance Company Partner and the nature of the services provided. In some limited cases, the Company shares commissions with other agents or brokers who have acted jointly with the Company in a transaction. The Company controls the fulfillment of the performance obligation and its relationship with its Insurance Company Partners and the outside agents. Commissions shared with downstream agents or brokers are recorded in commission, employee compensation and benefits expense in the consolidated statements of comprehensive loss. Commissions are earned at a point in time upon the effective date of bound insurance coverage as no performance obligation exists after coverage is bound. Commission revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. The Company earns service fee revenue in its Middle Market segment by receiving negotiated fees in lieu of a commission and consulting revenue from services other than securing insurance coverage. Service fee and consulting revenues from certain agreements are recognized over time depending on when the services within the contract are satisfied and when the Company has transferred control of the related services to the customer. Commissions and fees for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period. However, regardless of the payment terms, commissions are recognized at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. The Company may receive a profit-sharing commission from an Insurance Company Partner, which is based primarily on underwriting results, but may also contain considerations for volume, growth, loss performance, or retention. Profit-sharing commissions represent a form of variable consideration, which includes additional commissions over base commissions received from Insurance Company Partners. Profit-sharing commissions associated with relatively predictable measures are estimated and recognized over time. The profit-sharing commissions are recorded as the underlying policies that contribute to the achievement of the metric are placed with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available. Profit-sharing commissions associated with loss performance are uncertain, and therefore, are subject to significant reversal as loss data remains subject to material change. Management estimates profit-sharing commissions using historical outcomes and known trends impacting premium volume or loss ratios, subject to a constraint. The constraint is relieved when management estimates revenue that is not subject to significant reversal, which often coincides with the earlier of written notice from the Insurance Company Partner that the target has been achieved, or cash collection. Year-end amounts incorporate estimates subject to a constraint or where applicable, are based on confirmation from Insurance Company Partners after calculation of premium volume or loss ratios that are impacted by catastrophic losses. The Company earns policy fee revenue for acting in its capacity as a managing general agent (“MGA”) on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions during the term of the insurance policy. Policy fee revenue is deferred and recognized over the life of the policy. These deferred amounts are recognized as contract liabilities, which is included as a component of accrued expenses and other current liabilities on the consolidated balance sheets. The Company earns installment fee revenue related to policy premiums paid on an installment basis for payment processing services performed on behalf of the Insurance Company Partner. The Company recognizes installment fee revenue in the period the services are performed. The Company pays an incremental amount of compensation in the form of producer commissions on new business. These incremental costs are capitalized as deferred commission expense and amortized over five years, which represents management’s estimate of the average period over which a Client maintains its initial coverage relationship with the original Insurance Company Partner. The Company has concluded that this period is consistent with the transfer to the Client of the services to which the asset relates. Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred. Cash Equivalents The Company considers all highly liquid short-term instruments with original maturities of three months or less to be cash equivalents. Restricted Cash Restricted cash includes amounts that are legally restricted as to use or withdrawal. Restricted cash represents cash collected from customers that is payable to Insurance Company Partners and for which segregation of this cash is required by contract with the relevant insurance company providing coverage or by law within the state. The Company also holds restricted cash specifically in its role as an MGA. Premiums, Commissions and Fees Receivable, Net Premiums receivable represent premiums due from Clients when the Company acts in its capacity as an insurance agent or broker on behalf of the Insurance Company Partner. In an agency bill contract, the Company typically collects premiums from Clients and, after deducting its authorized commissions, remits the net premiums to the appropriate Insurance Company Partners. Commissions receivable reflect commissions due from Insurance Company Partners. In a direct bill contract, the Insurance Company Partners collect the premiums directly from Clients and remit the applicable commissions to the Company. Fees receivable represent policy fees, consulting fees, service fees and other related amounts due from Clients of the Company’s services division. Premiums, commissions and fees receivable are reported net of allowances for estimated policy cancellations. The allowance for estimated policy cancellations was $8.4 million and $5.2 million at December 31, 2022 and 2021, respectively, which represents a reserve for future reversals in commission and fee revenues related to the potential cancellation of Client insurance policies that were in force as of each year end. The allowance for estimated policy cancellations is established through a charge to revenues. The allowance for estimated policy cancellations is offset in part by a producer commissions chargeback of $3.3 million and $2.3 million at December 31, 2022 and 2021, respectively. The producer commissions chargeback is established through a charge to commissions, employee compensation and benefits expense and is netted against producer commissions payable on the consolidated balance sheets. The Company recognizes an allowance for credit losses that reflects the Company's estimate of expected credit losses for its premiums, commissions and fees receivable. This allowance is not significant during any periods presented. Property and Equipment, Net Property and equipment is stated at cost. For financial reporting purposes, depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Useful Life Leasehold improvements 3 - 10 Furniture 5 - 7 Equipment 3 - 20 Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful life or the reasonably assured lease term at inception of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts. The difference between the net book value of the assets and proceeds from disposal is recognized as a gain or loss on disposal, which is included in other income (expense), net in the consolidated statements of comprehensive loss. Routine maintenance and repairs are charged to expense as incurred, while costs of improvements and renewals are capitalized. Property and equipment is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is measured as the amount by which the carrying value of the asset exceeds its fair value. Capitalized Software The Company capitalizes certain costs to develop software for internal use as capitalized software in accordance with ASC Topic 350-40, Internal-Use Software . Costs incurred during the preliminary project stage and post-implementation stage of an internal-use software project are expensed as incurred while costs incurred during the application development stage of an internal-use software project are capitalized. Costs related to updates and enhancements to the software are only capitalized if they result in additional functionality to the Company. Capitalized software was $10.1 million at December 31, 2022, which is included as a component of software under intangible assets, net on the consolidated balance sheets. Intangible Assets, Net and Goodwill The majority of the Company’s intangible assets are acquired in connection with strategic acquisitions made by the Company (“Partnerships”). Intangible assets identified in a Partnership are recorded at fair value on the acquisition date. The excess of the purchase price in a business combination over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed is assigned to goodwill. Intangible assets are stated at cost, less accumulated amortization, and consist of acquired relationships, software and trade names acquired in connection with business combinations. Acquired relationships and trade names are being amortized based on a pattern of economic benefit over an estimated life of 1 to 20 years while software is amortized on the straight-line basis over an estimated useful life of 2 to 5 years. Management assesses the fair value of acquired relationships, software and trade names by considering the estimated future cash flow benefits associated with ownership of the assets through the use of recognized income approach valuation methods. The valuation of these intangible assets involves significant assumptions concerning matters such as revenue and expense growth rates, customer attrition rates, obsolescence rates, royalty rates and discount rates. We review our definite-lived intangible assets and other long-lived assets for impairment whenever an event occurs that indicates the carrying amount of an asset may not be recoverable. No impairment was recorded for the years ended December 31, 2022, 2021 or 2020. Goodwill is subject to an impairment assessment on an annual basis or whenever indicators of impairment are present. The Company generally performs a qualitative assessment to determine whether a quantitative impairment test is necessary. For the year ended December 31, 2022, the Company elected to perform the quantitative test in lieu of the optional qualitative assessment. In a quantitative assessment, the Company compares the fair value of each reporting unit with its carrying amount to determine if there is potential impairment of goodwill. If the carrying value of a reporting unit is greater than the fair value, an impairment charge is recorded for the amount that the carrying amount of the reporting unit, including goodwill, exceeds its fair value, limited to the amount of goodwill of the reporting unit. No impairment was recorded for the years ended December 31, 2022, 2021 or 2020. Deferred Financing Costs, Net Deferred financing costs consist of origination fees and debt issuance costs related to obtaining credit facilities. The Company has recorded these costs as an asset and liability on the consolidated balance sheets in accordance with ASC Topic 835-30, Interest. Deferred financing costs associated with revolving credit facilities are included in other assets on the consolidated balance sheets while those related to term loans are recorded as an offset to long-term debt. Deferred financing costs included in other assets were $6.4 million and $4.9 million, net of accumulated amortization of $2.8 million and $1.8 million, at December 31, 2022 and 2021, respectively. Deferred financing costs and original issue discount included in long-term debt totaled $27.0 million and $26.6 million, net of accumulated amortization of $7.3 million and $3.2 million, at December 31, 2022 and 2021, respectively. Such costs are amortized using the effective interest method over the terms of the respective debt. Amortization of deferred financing costs, which is included in interest expense, net in the accompanying consolidated statements of comprehensive loss, was approximately $5.1 million, $3.5 million, and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Derivative Instruments The Company utilizes derivative financial instruments, consisting of interest rate caps, to manage the Company’s interest rate exposure. Derivative instruments are recognized as assets or liabilities at fair value on the consolidated balance sheets. The Company has not designated these derivatives as hedging instruments for accounting purposes and, accordingly, the changes in fair value of these derivatives are recognized in earnings. Cash payments and receipts under the derivative instruments are classified within cash flows from financing activities in the accompanying consolidated statements of cash flows. The Company does not use derivative instruments for trading or speculative purposes. Self-Insurance Reserve The Company converted to a self-insured health insurance plan beginning in March 2020 for which it carries an insurance program with specific retention levels or high per-claim deductibles for expected losses. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported (“IBNR”) claims at the anticipated cost that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, the Company considers actuarial assumptions and judgments regarding economic conditions and the frequency and severity of claims. The Company had an IBNR reserve of $1.8 million and $1.1 million at December 31, 2022 and 2021, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. Leases The Company adopted ASC Topic 842, Leases (“Topic 842”) effective January 1, 2021. The Company elected the optional transition method practical expedient to apply the new guidance at its effective date, without having to adjust the prior two years comparative financial statements. As a result, leases are accounted for under ASC Topic 840, Leases (“Topic 840”) in the accompanying statement of comprehensive loss for the year ended December 31, 2020. The Company also elected the package of three practical expedients for transition, allowing the carryforward of certain aspects of its historical lease accounting under Topic 840 for leases that commenced before the effective date, including not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. A lease is an agreement between two or more parties that creates enforceable rights and obligations that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Topic 842 requires an entity to determine whether a contract is a lease or contains a lease at the inception of the contract, considering all relevant facts and circumstances. There are two main components in determining if a contract is a lease: (i) a right to use an identified asset and (ii) control over the use of the identified asset. A customer does not have the right to use an identified asset if, at inception of the contract, a supplier has the substantive right to substitute the asset throughout the period of use. Control over the use of the identified asset requires a customer to obtain “substantially all the economic benefits” and to have the “ability to direct the use of the asset.” Topic 842 requires the recognition of lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Leases are classified at their commencement date, which is defined as the date on which the lessor makes the underlying asset available for use by the lessee, as either operating or finance leases based on the economic substance of the agreement. We recognize ROU assets and lease liabilities on our consolidated balance sheets for operating leases. Lease liabilities are measured at the lease commencement date as the present value of the future lease payments determined using either (i) the interest rate implicit in the lease, if readily determinable, or (ii) the Company's incremental borrowing rate on the lease commencement date. Lease ROU assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. The Company elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. The Company does not include variable payments that are not based on an index or rate in the single lease component, regardless of whether they are related to the lease or non-lease component. The Company made the short term lease exemption accounting policy election to not recognize a lease liability or ROU asset on the consolidated balance sheets for leases with an initial term of 12 months or less. Operating lease expenses on capitalized leases and short-term leases are recognized on a straight-line basis over the respective lease term, inclusive of rent escalation provisions and rent holidays, as a component of other operating expense in the consolidated statements of comprehensive loss. Contingent Earnout Liabilities The Company accounts for contingent consideration relating to business combinations as a contingent earnout liability and an increase to goodwill at the date of acquisition and continually remeasures the liability at each balance sheet date by recording changes in fair value through change in fair value of contingent consideration in the consolidated statements of comprehensive loss. The ultimate settlement of contingent earnout liabilities relating to business combinations may be for amounts that are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations. The Company accounts for contingent consideration relating to asset acquisitions as a contingent earnout liability and an increase to the cost of the acquired assets on a relative fair value basis at the date of acquisition. Once recognized, the contingent earnout liability is not derecognized until the contingency is resolved and the consideration is issued or becomes issuable. If the amount initially recognized as a liability exceeds the fair value of the contingent consideration issued or issuable, the entity recognizes that amount as a reduction of the cost of the asset acquisition. The ultimate settlement of contingent earnout liabilities relating to asset acquisitions may be for amounts that are materially different from the amounts initially recorded. The Company determines the fair value of contingent earnout liabilities based on future cash flow projections under various potential scenarios and weighs the probability of these outcomes as discussed further in Note 19. Redeemable Noncontrolling Interest ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) , requires noncontrolling interests that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Redeemable noncontrolling interests are reported at estimated redemption value measured as the greater of estimated fair value at the end of each reporting period or the historical cost basis of the redeemable noncontrolling interest adjusted for cumulative earnings or loss allocations. The resulting increases or decreases to redemption value, if applicable, are recognized as adjustments to retained earnings. Noncontrolling Interest Noncontrolling interests are reported at historical cost basis adjusted for cumulative earnings or loss allocations and classified as a component of stockholders’ equity on the consolidated balance sheets. Income Taxes BRP is treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, BRP’s taxable income or loss is included in the taxable income of its members. BRP Group and BRP Colleague Inc., an indirect subsidiary of BRP Group, are both C corporations and taxable entities. The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company and its subsidiaries follow ASC Topic 740, Income Taxes . A component of this standard prescribes a recognition and measurement threshold of uncertain tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management has evaluated the Company’s tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company does not expect any of its tax positions to change significantly in the near term. Tax Receivable Agreement The Company’s future exchanges of BRP LLC Units from BRP’s LLC Members and the corresponding number of shares of Class B common stock for shares of Class A common stock, is expected to result in increases in its share of the tax basis of the tangible and intangible assets of BRP, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to BRP Group. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that BRP Group would otherwise be required to pay in the future. BRP Group has entered into a Tax Receivable Agreement with the other members of BRP that requires it to pay them 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that BRP Group actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the recipients described above and certain other tax benefits attributable to payments under the Tax Receivable Agreement. Share-Based Compensation Share-based payments to directors, officers, Colleagues and consultants are measured based on the estimated grant-date fair value. The grant-date fair value of restricted and unrestricted stock awards is equal to the market value of BRP Group’s Class A common stock on the date of grant. The Company also issues stock awards that vest based on service conditions, performance conditions, or market conditions. The Company applies the Black-Scholes option-pricing model, a Monte Carlo Simulation, or a lattice model, depending on the vesting conditions, in determining the fair value of performance-based restricted stock unit awards to employees. The Company recognizes share-based compensation expense over the requisite service period for awards expected to ultimately vest. The Company recognizes forfeitures as they occur. Refer to Note 15 for additional information regarding our share-based compensation plans. Advisor Incentive Awards 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 and the Company continued to record an advisor incentive liability at the expected buyout amount each reporting period as a component of other liabilities in the accompanying balance sheets. The Company accounts for advisor incentive awards as liability-classified share-based payment awards under ASC Topic 718, Compensation — Stock Compensation (“Topic 718”). The Company estimated the value of the expected buyout amount each reporting period and recorded compensation expense and an increase to the advisor incentive liability. The Company recorded compensation expense related to the advisor incentive liability of $1.2 million, $1.2 million and $0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in commissions, employee compensation and benefits in the consolidated statements of comprehensive loss. During the second quarter of 2022, the Company entered into an agreement with the aforementioned Risk Advisor to settle the remaining advisor incentive liability for $4.8 million, at which time the liability was adjusted to the settlement amount and reclassified from other liabilities to accrued expenses and other current liabilities. The obligation was subsequently satisfied in the third quarter of 2022. Fair Value of Financial Instruments The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, premiums, commissions and fees receivable, premiums payable to insurance companies, producer commissions payable and accrued expenses and other current liabilities, approximate their fair values because of the short maturity and liquidity of those instruments. Contingencies The Company accounts for contingencies in accordance with ASC Topic 450-20, Loss Contingencies . Liabilities for loss contingencies arising from various claims and legal actions are recorded when it is probable that a liability has been incurred and the amount is reasonably estimable. In certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. Refer to Note 20 for additional information regarding the Company's contingencies. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company manages this risk by using high credit worthy financial institutions. Interest-bearing accounts and noninterest-bearing accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits exceed amounts insured by the FDIC. The Company has not experienced any losses from its deposits. For the year ended December 31, 2020, one Insurance Company Partner accounted for approximately 13% of the Company’s core commissions. No one Insurance Company Partner accounted for 10% or more of the Company's core commissions for the years ended December 31, 2022 or 2021. |
Business Combinations (Notes)
Business Combinations (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Business Combinations The Company completed three business combinations for an aggregate purchase price of $413.8 million during the year ended December 31, 2022. In accordance with Topic 805, total consideration was first allocated to the fair value of assets acquired and 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 year ended December 31, 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 19. Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the consolidated statements of comprehensive loss when incurred. The recorded purchase price for 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 consolidated statements of comprehensive loss since their respective acquisition dates. The Company recognized total revenues and net income from its business combinations of $82.1 million and $24.9 million, respectively, for the year ended December 31, 2022. Acquisition-related costs incurred in connection with these business combinations are recorded in other operating expenses in the consolidated statements of comprehensive loss. The Company incurred acquisition-related costs from these business combinations of $2.3 million for the year ended December 31, 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 and premiums payable to insurance companies in accordance with Topic 606 are estimates subject to change based on relevant factors over the policy period. In addition, the valuations of intangible assets are 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. Refer to Note 9 and Note 19 for information regarding measurement period adjustments recorded during the years ended December 31, 2022 and 2021. The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the year ended December 31, 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 2,194 14,918 Fair value of equity interest — 4,809 4,809 Deferred payment — 3,716 3,716 Total consideration $ 385,663 $ 28,134 $ 413,797 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 14,484 223,684 Goodwill 174,727 13,058 187,785 Total assets acquired 389,252 30,707 419,959 Premiums payable to insurance companies (218) — (218) Producer commissions payable (2,488) — (2,488) Other liabilities (883) (2,573) (3,456) Total liabilities acquired (3,589) (2,573) (6,162) Net assets acquired $ 385,663 $ 28,134 $ 413,797 Maximum potential contingent obligations $ 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 year ended December 31, 2022 have the following values and estimated weighted-average lives: (in thousands, except weighted-average lives) Amount Weighted-Average Life Acquired relationships $ 189,750 20.0 years Software 29,500 5.0 years Trade names 4,434 4.9 years The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Westwood, VCM and NHPBA occurred on January 1, 2021. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Years Ended December 31, (unaudited) (in thousands, except per share data) 2022 2021 Pro forma results: Total revenues (1) $ 1,014,488 $ 664,968 Net loss (1) (78,817) (66,474) Net loss attributable to BRP Group (1) (42,850) (34,742) Basic and diluted loss per share $ (0.75) $ (0.73) Weighted-average shares of Class A common stock outstanding - basic and diluted 56,942 47,814 __________ (1) Reflects annual GAAP revenue/net loss, plus revenue/net income (loss) from Partnerships in the unowned portion of the period based on a quality of earnings review and not an audit, in each case, at the time the due diligence was conducted and may not include full revenue run rate for partial period impacts in the quality of earnings review and revenue growth between the quality of earnings review and the period close date, which may be three to six months delayed. |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 12 Months Ended |
Dec. 31, 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 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 consolidated financial statements. Total revenues and expenses of the Company’s consolidated VIEs included in the consolidated statements of comprehensive loss were $1.7 million and $1.0 million, respectively, for the year ended December 31, 2022, $1.0 million and $0.6 million, respectively, for the year ended December 31, 2021, and $0.8 million and $0.7 million, respectively, for the year ended December 31, 2020. Total assets and liabilities of the Company's consolidated VIEs included on the consolidated balance sheets were $0.4 million and $0.1 million, respectively, at December 31, 2022 and $0.6 million and less than $0.1 million, respectively, at December 31, 2021. The assets of the consolidated VIEs can only be used to settle the obligations of the consolidated VIEs and the creditors of the liabilities of the consolidated VIEs do not have recourse to the Company. |
Revenue (Notes)
Revenue (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides disaggregated commissions and fees revenue by major source: For the Years Ended December 31, (in thousands) 2022 2021 2020 Commission revenue (1) $ 786,794 $ 472,495 $ 196,537 Profit-sharing revenue (2) 66,091 37,392 16,397 Consulting and service fee revenue (3) 61,244 30,182 3,509 Policy fee and installment fee revenue (4) 55,362 19,903 15,236 Other income (5) 11,229 7,318 9,240 Total commissions and fees $ 980,720 $ 567,290 $ 240,919 __________ (1) Commission revenue is earned by providing insurance placement services to Clients under direct bill and agency bill arrangements with Insurance Company Partners for private risk management, commercial risk management, wealth management, employee benefits and Medicare insurance types. (2) Profit-sharing revenue represents bonus-type revenue that is earned by the Company as a sales incentive provided by certain Insurance Company Partners. (3) Service fee revenue is earned by receiving negotiated fees in lieu of a commission and consulting revenue is earned by providing specialty insurance consulting. (4) Policy fee revenue represents revenue earned for acting in the capacity of an MGA on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions. Installment fee revenue represents revenue earned by the Company for providing payment processing services on behalf of the Insurance Company Partner related to policy premiums paid on an installment basis. (5) Other income includes other ancillary income and premium financing income generated across all Operating Groups as well as Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns. 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 group, where the Insurance Company Partner is considered its customer. • Contracts in the Medicare operating group are multi-year arrangements in which the Company is entitled to renewal commissions. However, the Company has applied a constraint to renewal commissions 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 insignificant in the context of the obligations of the contract. • Variable consideration includes estimates of direct bill commissions, reserves for policy cancellations and accruals for profit-sharing income. • Costs to obtain a contract are deferred and recognized over five years, which represents management’s estimate of the average period over which a Client maintains its initial coverage relationship with the original Insurance Company Partner. • Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred. |
Contract Assets and Liabilities
Contract Assets and Liabilities (Notes) | 12 Months Ended |
Dec. 31, 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 (i) revenue for amounts which have not yet been billed and (ii) receivables for premiums to be collected on behalf of Insurance Company Partners. Contract liabilities relate to payments received in advance of performance under the contract before the transfer of a good or service to the customer. Contract assets are included in premiums, commissions and fees receivable, net and contract liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets. The balances of contract assets and liabilities arising from contracts with customers were as follows: December 31, (in thousands) 2022 2021 Contract assets $ 278,023 $ 168,550 Contract liabilities 30,981 18,178 Contract assets related to 2022 business combinations comprised $5.9 million at December 31, 2022. During the year ended December 31, 2022, the Company recognized revenue of $18.2 million related to the contract liabilities balance at December 31, 2021. |
Deferred Commission Expense (No
Deferred Commission Expense (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Commission Expense | Deferred Commission Expense The Company pays an incremental amount of compensation in the form of producer commissions on new business. In accordance with ASC Topic 340, Other Assets and Deferred Costs, these incremental costs are deferred and amortized over five years, which represents management’s estimate of the average benefit period for new business. Deferred commission expense represents producer commissions that are capitalized and not yet expensed and are included in other assets on the consolidated balance sheets. The table below provides a rollforward of deferred commission expense: For the Years (in thousands) 2022 2021 Balance at beginning of year $ 11,336 $ 4,751 Costs capitalized 14,967 8,812 Amortization (4,634) (2,227) Balance at end of year $ 21,669 $ 11,336 |
Property and Equipment, Net (No
Property and Equipment, Net (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consists of the following: December 31, (in thousands) 2022 2021 Equipment $ 19,331 $ 9,151 Leasehold improvements 8,072 7,967 Furniture 4,132 3,970 Construction in process 2,190 — Other 342 684 Total property and equipment 34,067 21,772 Accumulated depreciation (8,662) (4,298) Property and equipment, net $ 25,405 $ 17,474 Depreciation expense recorded for property and equipment was $4.6 million, $2.8 million and $1.1 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill (Notes) | 12 Months Ended |
Dec. 31, 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. The Company had certain transactions that were accounted for as asset acquisitions during each of the years ended December 31, 2022 and 2021 in which substantially all the fair value of the gross assets acquired of $3.4 million and $4.2 million, respectively, related to acquired relationships. Refer to Note 3 for a summary of intangible assets acquired in connection with business combinations during the year ended December 31, 2022. Intangible assets consist of the following: December 31, 2022 December 31, 2021 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired relationships (1) $ 1,153,031 $ (124,228) $ 1,028,803 $ 959,925 $ (59,542) $ 900,383 Software 81,392 (30,790) 50,602 41,743 (18,265) 23,478 Trade names (1) 28,623 (8,110) 20,513 24,189 (3,583) 20,606 Totals $ 1,263,046 $ (163,128) $ 1,099,918 $ 1,025,857 $ (81,390) $ 944,467 __________ (1) During the year ended December 31, 2021, the company recorded measurement period adjustments relating to certain businesses acquired in 2020, which decreased acquired relationships and trade names by $4.6 million and $0.2 million, respectively. Amortization expense recorded for intangible assets was $81.7 million, $48.7 million and $19.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. Future annual estimated amortization expense over the next five years for intangible assets is as follows (in thousands): For the Years Ending December 31, Amortization 2023 $ 91,207 2024 89,366 2025 89,401 2026 84,924 2027 74,684 Refer to Note 3 for a summary of goodwill recorded in connection with business combinations during the year ended December 31, 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, 2020 $ 526,858 $ 65,319 $ 38,892 $ 20,433 $ 651,502 Goodwill of acquired businesses 376,475 198,699 — 4,271 579,445 Measurement period adjustments (1) (2,206) — — — (2,206) Balance at December 31, 2021 901,127 264,018 38,892 24,704 1,228,741 Goodwill of acquired businesses — 6,877 174,727 6,181 187,785 Measurement period adjustments (2) 5,018 516 — — 5,534 Balance at December 31, 2022 $ 906,145 $ 271,411 $ 213,619 $ 30,885 $ 1,422,060 __________ (1) Measurement period adjustments recorded during 2021 relating to businesses acquired in 2020 decreased assets other than goodwill by $5.4 million, decreased liabilities by $5.1 million, and decreased cash consideration by $2.5 million. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2022 2021 Accrued compensation and benefits $ 44,903 $ 22,460 Contract liabilities 30,981 18,178 Current portion of operating lease liabilities 14,043 12,520 Accrued expenses 13,101 9,731 Current portion of long-term debt 8,509 8,521 Deferred consideration payments 6,840 12,355 Tax distribution payable — 5,072 Other 7,366 3,386 Accrued expenses and other current liabilities $ 125,743 $ 92,223 |
Long-term Debt (Notes)
Long-term Debt (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt On October 14, 2020, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A to provide senior secured credit facilities in an aggregate principal amount of $800.0 million (the “JPM Credit Agreement”), which consisted of (i) a term loan facility in the principal amount of $400.0 million maturing October 14, 2027 (the “Term Loan B”) and (ii) a revolving credit facility with commitments in an aggregate principal amount of $400.0 million maturing October 14, 2025 (the “Revolving Facility”). The JPM Credit Agreement is secured by substantially all assets of the Company. During 2021, the JPM Credit Agreement was amended to provide senior secured credit facilities in an aggregate principal amount of $1.325 billion, which consisted of (i) the Term Loan B in the principal amount of $850.0 million maturing October 14, 2027 and (ii) the Revolving Facility with commitments in an aggregate principal amount of $475.0 million maturing October 14, 2025. As of December 31, 2021, the Term Loan B accrued interest at the London Interbank Offered Rate (“LIBOR”) plus 350 bps, subject to a LIBOR floor of 50 bps and borrowings under the Revolving Facility accrued interest at LIBOR plus an amount between 200 bps and 300 bps based on the total net leverage ratio. On March 28, 2022, the Company entered into Amendment No. 5 to the JPM Credit Agreement, under which (i) the aggregate principal commitment amount of the Revolving Facility was increased from $475.0 million to $600.0 million, (ii) the interest rate on the Revolving Facility changed to the Secured Overnight Financing Rate (“SOFR”), plus a credit spread adjustment of 10 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 Company capitalized debt issuance costs related to the JPM Credit Agreement of $1.8 million and $12.7 million during the years ended December 31, 2022 and 2021, respectively. The outstanding borrowings on the Revolving Facility of $505.0 million had an applicable interest rate of 7.41% at December 31, 2022. The Revolving Facility is also subject to a commitment fee of 0.40% on the unused capacity of $95.0 million at December 31, 2022. At December 31, 2022, the outstanding borrowings on the Term Loan B of $838.1 million had an applicable interest rate of 7.79%. The JPM Credit Agreement requires the Company to meet certain financial covenants and comply with customary affirmative and negative covenants as listed in the underlying agreement. The Company was in compliance with these covenants at December 31, 2022. Future annual maturities of the Term Loan B are as follows as of December 31, 2022: (in thousands) Amount Payments for the years ending December 31, 2023 $ 8,509 2024 8,509 2025 8,509 2026 8,509 2027 804,078 Total long-term debt 838,114 Less: unamortized debt discount and issuance costs (19,743) Net long-term debt $ 818,371 Interest Rate Caps The Company entered into interest rate caps to mitigate its exposure to interest rate risk by limiting the impact of interest rate changes on cash flows. The interest rate caps limit the variability of the base rate to the amount of the cap. In March 2021, the Company executed three interest rate cap agreements, each with a notional amount of $300.0 million, and interest rate caps of 0.75%, 1.50% and 2.50%, expiring on March 10, 2022, March 10, 2024 and March 8, 2026, respectively. In August 2021, the Company executed two interest rate cap agreements, each with a notional amount of $100.0 million and interest rate cap of 3.00%, expiring on August 13, 2028. In November 2022, the Company executed two interest rate cap agreements, each with a notional amount of $600.0 million and interest rate cap of 7.00%, expiring on November 30, 2025. 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases relating to its facilities and office equipment with terms expiring though December 2030. Determination of whether a new contract is a lease is made at contract inception or at the modification date for a modified contract. The Company's operating leases may require fixed rental payments, variable lease payments based on usage or sales and fixed non-lease costs relating to the leased asset. Fixed non-lease costs such as common-area maintenance costs are included in the measurement of the right-of-use asset and lease liability as the Company does not separate lease and non-lease components. Variable lease payments are generally not included in the measurement of the right-of-use asset and lease liability and are recorded as lease expense in the period incurred. Short-term leases of 12 months or less are expensed in conjunction with the Company's short-term policy election. The Company's operating leases may include renewal or termination options. Options to extend or terminate leases are excluded from balance sheet recognition until the options are reasonably certain to be exercised. The Company only included executed options to extend its leases in its calculation of ROU assets and lease liabilities at December 31, 2022. Operating lease right-of-use assets and lease liabilities were as follows: December 31, (in thousands) 2022 2021 Assets: Right-of-use assets, operating, net $ 96,465 $ 81,646 Liabilities: Operating lease liabilities, current portion $ 14,043 $ 12,520 Operating lease liabilities, non-current 87,692 71,357 Total $ 101,735 $ 83,877 The components of the lease costs for the years ended December 31, 2022 and 2021 were as follows: For the Years (in thousands) 2022 2021 Operating lease costs $ 19,921 $ 13,086 Variable lease costs 3,073 2,853 Total rent expense for operating leases under Topic 840 was $7.6 million for the year ended December 31, 2020. Supplemental cash flow information relating to our leases for the years ended December 31, 2022 and 2021 was as follows: For the Years (in thousands) 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 17,125 $ 11,562 Operating lease non-cash items: Right-of-use assets obtained in exchange for operating lease liabilities $ 24,910 $ 86,524 Right-of-use assets increased through lease modifications and reassessments 5,905 6,131 Weighted average remaining lease terms and discount rates were as follows: December 31, 2022 2021 Operating leases: Remaining lease term 6.2 years 6.6 years Discount rate 5.1 % 3.6 % Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2022 were as follows: (in thousands) Minimum Future Lease Payments For the years ending December 31, 2023 $ 18,776 2024 19,353 2025 18,592 2026 17,093 2027 16,157 Thereafter 30,251 Total minimum lease payments 120,222 Less: amounts representing interest or imputed interest (18,487) Present value of lease liabilities $ 101,735 |
Stockholders Equity and Noncont
Stockholders Equity and Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity (Deficit) and Noncontrolling Interest | Stockholders’ Equity and Noncontrolling Interest Capital Stock BRP Group’s certificate of incorporation authorized capital stock consisting of 300 million shares of Class A common stock with a par value $0.01 per share, 100 million shares of Class B common stock with a par value of $0.0001 per share, and 50 million shares of preferred stock with a par value of $0.01 per share. The following table shows a rollforward of our common stock outstanding for the prior three years: Class A Common Stock Class B Common Stock Shares issued at December 31, 2019 19,362,984 43,257,738 Shares issued to the public in follow-on offerings 23,287,500 — Shares redeemed in connection with follow-on offerings — (4,091,667) Shares issued in connection with Partnerships 1,415,837 11,004,696 Redemption of Class B shares of common stock for Class A Shares 253,599 (253,599) Common stock and restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 633,246 — Shares repurchased — (88,785) Shares issued at December 31, 2020 44,953,166 49,828,383 Shares issued to the public in follow-on offerings 9,200,000 — Shares issued in connection with Partnerships 1,053,190 7,441,139 Common stock and restricted stock grants under Inducement Plan, net of forfeitures and shares withheld for taxes 1,558,694 — Common stock and restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 906,338 — Redemption of Class B shares of common stock for Class A shares 931,471 (931,471) Shares issued at December 31, 2021 58,602,859 56,338,051 Shares issued in connection with Partnerships 226,338 — Common stock and restricted stock grants under Inducement Plan, net of forfeitures and shares withheld for taxes (7,593) — Common stock and restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 784,630 — Redemption of Class B shares of common stock for Class A shares 1,841,134 (1,841,134) Equity issued in satisfaction of a liability — 29,430 Forfeiture of unvested Class B shares — (21,429) Shares issued at December 31, 2022 61,447,368 54,504,918 Class A Common Stock Shareholders of BRP Group’s Class A common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally, including the election or removal of directors, although they do not have cumulative voting rights in the election of directors. Shareholders of Class A common stock are entitled to receive dividends when and if declared by our board of directors, subject to any restrictions on the payment of dividends. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the shareholders of Class A common stock will be entitled to receive pro rata our remaining assets available for distribution. Class B Common Stock The Class B common stock can be exchanged (together with a corresponding number of LLC Units) for shares of Class A common stock on a one-for-one basis, subject to certain restrictions, and the shares of Class B common stock will be canceled on a one-for-one basis with the redemption or exchange. Except for transfers to us pursuant to the Amended LLC Agreement or to certain permitted transferees, the holders of LLC Units are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B common stock. Each share of Class B common stock entitles the stockholder to one vote per share on all matters submitted to a vote of our stockholders. If at any time the ratio at which LLC Units are redeemable or exchangeable for shares of Class A common stock changes from one-for-one, the number of votes to which Class B common stockholders are entitled will be adjusted accordingly. Class B common stockholders will vote together with Class A common stockholders as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise required by law. Class B common stockholders do not have cumulative voting rights in the election of directors, nor do they have any right to receive dividends or to receive a distribution upon a liquidation or winding up of BRP Group. Noncontrolling Interest BRP Group is the sole managing member of BRP. As such, BRP Group consolidates BRP in its consolidated financial statements, resulting in a noncontrolling interest related to the LLC Units held by BRP’s LLC Members in its consolidated financial statements. The following table summarizes the ownership interest in BRP: December 31, 2022 December 31, 2021 LLC Units Percentage LLC Units Percentage Interest in BRP held by BRP Group 61,447,368 53 % 58,602,859 51 % Noncontrolling interest in BRP held by BRP’s LLC Members 54,504,918 47 % 56,338,051 49 % Total 115,952,286 100 % 114,940,910 100 % Stockholders Agreement We are a party to a Stockholders Agreement entered into in connection with the initial public offering with the Pre-IPO LLC Members. Pursuant to the terms of the Stockholders Agreement, so long as the Pre-IPO LLC Members and their permitted transferees (collectively, the “Holders”) beneficially own at least 10% of the aggregate number of outstanding shares of our common stock (the “Substantial Ownership Requirement”), the Holders have approval rights over certain transactions and actions taken by us and BRP, including, a merger, consolidation or sale of all or substantially all of the assets of BRP and its subsidiaries; any dissolution, liquidation or reorganization (including filing for bankruptcy) of BRP and its subsidiaries or any acquisition or disposition of any asset for consideration in excess of 5% of our and our subsidiaries' total assets on a consolidated basis; the incurrence, guarantee, assumption or refinancing of indebtedness, or grant of a security interest, in excess of 10% of total assets (or that would cause aggregate indebtedness or guarantees thereof to exceed 10% of total assets); the issuance of certain additional equity interests of the Company, BRP or any of their subsidiaries in an amount exceeding $10 million (other than pursuant to an equity incentive plan that has been approved by our board of directors); the establishment or amendment of any equity, purchase or bonus plan for the benefit of employees, consultants, officers or directors; any capital or other expenditure in excess of 5% of total assets; the declaration or payment of dividends on Class A common stock or distributions by BRP on LLC Units other than tax distributions as defined in the Amended LLC Agreement; changing the number of directors on our board of directors; hiring, termination or replacement of, establishment of compensation (including benefits) payable to, or making other significant decisions involving, our or BRP's senior management and key employees, including our Chief Executive Officer, including entry into or modification of employment agreements, adopting or modifying plans relating to any incentive securities or employee benefit plans or granting incentive securities or benefits under any existing plans; changing our or BRP’s jurisdiction of incorporation; changing the location of our or BRP’s headquarters; changing our or BRP’s name; changing our or BRP’s fiscal year; changing our public accounting firm; amendments to our or BRP’s governing documents; and adopting a shareholder rights plan. Furthermore, the Stockholders Agreement provides that, for so long as the Substantial Ownership Requirement is met, the Holders may designate the nominees for a majority of the members of our board of directors, including the Chairman of our board of directors. |
Related Party Transactions (Not
Related Party Transactions (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company previously had an advisor incentive liability with one of its Risk Advisors. Refer to Note 2 for additional information regarding this related party transaction. Due to/from Related Parties Due from related parties totaling $0.1 million and $1.7 million at December 31, 2022 and 2021, respectively, consists of receivables due from Partners for post-closing cash requirements in accordance with Partnership agreements. Related party notes payable of $1.5 million and $61.5 million at December 31, 2022 and 2021, respectively, relate to the settlement of contingent earnout consideration for certain of the Company's Partners. 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 $2.1 million, $1.8 million and $1.1 million, for the years ended December 31, 2022, 2021 and 2020, respectively. The Company serves as a broker for certain entities in which a member of our board of directors has a material interest. Commission revenue recorded as a result of these transactions was $0.3 million for each of the years ended December 31, 2022 and 2021, and $0.5 million for the year ended December 31, 2020. Commissions and Consulting Expense Two brothers of Lowry Baldwin, our Board Chair, collectively received approximately $0.6 million from the Company in Risk Advisor commissions during each of the years ended December 31, 2022, 2021 and 2020. 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 this transaction was $1.2 million for the year ended December 31, 2022. Rent Expense The Company has various agreements to lease office space from wholly-owned subsidiaries of The Villages. Rent expense ranges from approximately $3,000 to $13,000 per month, per lease. Lease agreements expire on various dates through December 2027. Total rent expense incurred with respect to The Villages and its wholly-owned subsidiaries was approximately $0.4 million for the year ended December 31, 2022 and $0.5 million for each of the years ended December 31, 2021 and 2020. Total right-of-use assets and operating lease liabilities included on the Company's balance sheet related to The Villages were $1.7 million each at December 31, 2022. The Company has various agreements to lease office space from other related parties. Rent expense ranges from approximately $1,000 to $59,000 per month, per lease. Lease agreements expire on various dates through December 2030. Total rent expense incurred with respect to other related parties was $3.8 million, $2.5 million and $1.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Total right-of-use assets and operating lease liabilities included on the Company's balance sheets related to these agreements were $15.0 million and $15.4 million, respectively, at December 31, 2022 and $17.9 million and $18.2 million, respectively, at December 31, 2021. Other Lowry Baldwin, our Board Chair, paid $0.3 million of BRP's commitment to the University of South Florida (“USF”) during the year ended December 31, 2022. Refer to Note 20 for additional information on this commitment. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Omnibus Incentive Plan and Partnership Inducement Award Plan On October 24, 2019, the Company adopted the BRP Group, Inc. Omnibus Incentive Plan (the “Omnibus Plan”) and on November 27, 2020, the Company adopted the BRP Group, Inc. Partnership Inducement Award Plan (the “Inducement Plan” and collectively with the Omnibus Plan, the “Plans”) to motivate and reward Colleagues and certain other individuals to perform at the highest level and contribute significantly to the Company’s success, thereby furthering the best interests of BRP Group’s shareholders. The Plans permit the grant of both nonqualified and incentive stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock unit awards (“RSUs”), other performance awards (including performance-based RSUs (“PSUs”) issued in connection with the Long-Term Incentive Plan (“LTIP”) for executives), cash-based awards and share-based awards to the Company’s directors, officers, Colleagues and, solely with respect to the Omnibus Plan, consultants. The aggregate value of all compensation paid to a non-employee director under the Omnibus Plan in any calendar year may not exceed $250,000 and awards granted under the Inducement Plan require a minimum vesting period of one year. The Plans are administered by the Compensation Committee, the members of which are independent members of the board of directors. The Compensation Committee assesses issuances under the Plans in the context of the Company's fully-diluted capital composition, which includes shares of Class A common stock and Class B common stock. The total number of shares of Class A common stock authorized for issuance under the Omnibus Plan and Inducement Plan was 6,142,862 and 3,000,000, respectively, at December 31, 2022. Under the Omnibus Plan, the number of shares of Class A common stock reserved for issuance will increase on the first day of each fiscal year by the lesser of (i) 2% of the aggregate shares of Class A and Class B common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such number of shares as determined by BRP Group’s board of directors. In accordance therewith, the number of authorized shares of Class A common stock reserved for issuance under the Omnibus Plan increased by 2,319,045 shares effective January 1, 2023. At December 31, 2022, there were 1,224,470 and 1,448,899 shares of Class A common stock available for grant under the Omnibus Plan and Inducement Plan, respectively. The Company issues new shares of Class A common stock upon the grant of RSAs and the vesting of PSUs. During the year ended December 31, 2022, the Company made awards of RSAs, PSUs and fully-vested shares under the Plans to its non-employee directors, officers, Colleagues and consultants. Fully-vested shares issued to directors and officers during the year ended December 31, 2022 were vested upon issuance while RSAs issued to Colleagues and consultants generally either cliff vest after 3 to 4 years or vest ratably over 3 to 5 years. The vesting of RSAs and PSUs issued to our executives is discussed below under Long-Term Incentive Plan. The following table summarizes the activity for non-vested awards granted by the Company under the Plans: Shares Weighted-Average Grant-Date Fair Value Per Share Outstanding at December 31, 2019 330,244 $ 14.00 Granted 709,426 15.79 Vested and settled (175,372) 12.09 Forfeited (38,271) 14.40 Outstanding at December 31, 2020 826,027 15.92 Granted 2,758,207 31.72 Vested and settled (279,494) 21.33 Forfeited (89,009) 22.25 Outstanding at December 31, 2021 3,215,731 28.83 Granted 1,258,300 26.58 Vested and settled (756,655) 28.24 Forfeited (122,073) 26.75 Outstanding at December 31, 2022 3,595,303 28.26 Non-vested awards outstanding at December 31, 2022 that are expected to vest 2,871,927 28.35 The total fair value of shares that vested and settled during the years ended December 31, 2022, 2021 and 2020 was $21.4 million, $6.0 million, and $2.1 million, respectively. Non-vested awards outstanding at December 31, 2022 include 288,023 PSUs expected to vest, which have an aggregate intrinsic value of $7.2 million and a weighted-average remaining contractual term of 1.9 years. Share-based compensation is recognized ratably over the vesting period of the respective awards and includes expense related to issuances under the Plans, MIU Conversion LLC Units (defined below) and advisor incentive awards. Share-based compensation also includes the portion of annual bonuses that are payable in fully vested shares of Class A common stock. The Company recognizes share-based compensation expense for the Plans net of actual forfeitures. The Company recorded share-based compensation expense of $47.4 million, $19.2 million and $7.7 million in connection with the Plans for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in commissions, employee compensation and benefits expense in the consolidated statements of comprehensive loss. The Company had $75.4 million of total unrecognized compensation cost related to non-vested shares at December 31, 2022, which is expected to be recognized over a weighted-average period of 2.4 years. Long-Term Incentive Plan During the years ended December 31, 2022 and 2021, the Compensation Committee awarded the Company’s executive officers incentive compensation awards under the LTIP consisting of (i) PSUs with an aggregate target grant date value of $5.1 million and $3.1 million, respectively, and (ii) RSAs with an aggregate grant date value of $1.5 million and $1.0 million, respectively. The incentive compensation awards granted during the years ended December 31, 2022 and 2021 have an aggregate maximum value of $14.2 million and $8.8 million, respectively. As part of the adoption of the LTIP each year, the Compensation Committee approves the form of PSU award agreement (the “Form PSU Award Agreement”) under the Company’s Omnibus Plan in connection with the granting of PSUs to its executive officers. The Form PSU Award Agreement provides for the granting of PSUs, which generally vest in the quarter following the end of a performance period of three years. The number of PSUs, if any, that will actually be earned pursuant to a PSU award will depend on the level of performance achieved with respect to applicable performance goals during the applicable performance period. The RSAs vest in equal annual installments over five years. Valuation Assumptions The fair value of the PSUs was estimated on the grant date using a Monte Carlo analysis to model the value of the PSUs using the following assumptions. Expected volatility is based on an average of implied volatility on the valuation date and the one-year historical volatility of BRP Group and publicly-traded companies within a peer group and the Russell 3000 Index. The risk-free interest rate is based on the U.S. Treasury rates in effect at the time of the grant. Expected term is based on the actual term of the awards. The assumptions used in calculating the fair value of the PSUs are set forth in the table below. For the Years Ended December 31, 2022 2021 Expected volatility minimum 19 % 18 % Expected volatility maximum 267 % 172 % Risk-free interest rate 2.00 % 0.27 % Expected term 2.8 years 2.7 years Management Incentive Units Management Incentive Units (“MIUs”) were non-voting units issued to certain senior management prior to October 2019. In connection with the Company's initial public offering in October 2019, all remaining MIUs were converted to restricted LLC Units (and corresponding shares of Class B common stock) (“MIU Conversion LLC Units”) that contain identical vesting conditions to the original MIU issuances. As such, no MIUs remain issued and outstanding. All remaining non-vested MIU Conversion LLC Units will vest according to time-based benchmarks. There were 450,744, 467,237 and 609,500 MIU Conversion LLC Units that vested during the years ended December 31, 2022, 2021 and 2020, respectively. There are 429,747 non-vested MIU Conversion LLC Units that are expected to vest by December 31, 2023. |
Retirement Plan (Notes)
Retirement Plan (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement PlanThe Company sponsors a 401(k) retirement plan for Colleagues who meet specific age and service requirements. This plan allows for participants to make salary deferral contributions. Employer matching and profit-sharing contributions to this plan are discretionary. Company contributions were $11.4 million, $5.1 million and $1.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesBRP Group is the sole managing member of BRP, which is treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, BRP is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by BRP is passed through to and included in the taxable income or loss of its partners, including BRP Group, on a pro rata basis. BRP Group is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to BRP Group’s allocable share of income of BRP. Components of income tax expense (benefit) include the following: For the Years Ended December 31, (in thousands) 2022 2021 2020 Current Federal $ 18 $ 11 $ — State and local 693 3 — Total current income tax expense 711 14 — Deferred Federal (2) 4 (4) State and local 6 1 (1) Total deferred income tax expense (benefit) 4 5 (5) Total income tax expense (benefit) $ 715 $ 19 $ (5) Income tax expense (benefit) at the Company’s effective tax rate differed from the statutory tax rate as follows: For the Years Ended December 31, (in thousands) 2022 2021 2020 Loss before income taxes $ (76,033) $ (58,101) $ (29,890) Noncontrolling interest 9,415 7,072 4,415 Tax provision at statutory rate (21%) (15,966) (12,201) (6,280) Effect of: Valuation allowance 8,787 6,942 3,383 State and local income tax (2,659) (2,403) (1,215) State rate change 824 (12) (206) True-up and adjustments (502) 3 (157) Meals and entertainment 291 86 110 MIU issuance 187 452 22 IRC 162(m) 152 435 — Share-based compensation 124 (467) (175) Other 62 112 98 Total income tax expense (benefit) $ 715 $ 19 $ (5) The following table summarizes the components of deferred tax assets and liabilities: December 31, (in thousands) 2022 2021 Deferred tax assets Investment in Partnerships $ 86,871 $ 75,368 163(j) limitation carryforward 8,119 38 Net operating loss 6,313 6,018 Capitalized transaction costs 2,147 2,304 Charitable contributions 442 143 Total deferred tax assets 103,892 83,871 Less: valuation allowance (103,892) (83,871) Net deferred tax assets $ — $ — Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis and are stated at the tax rates in effect when the temporary differences are expected to be recovered or settled. The Company assessed the future realization of the tax benefit of its existing deferred tax assets and concluded that it is more likely than not that all of the deferred tax assets will not be realized in the future. As a result, the Company recorded a valuation allowance of $103.9 million and $83.9 million against its deferred tax assets at December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination for tax years beginning with the year ended December 31, 2019. The Company is not currently subject to income tax audits in any U.S. or state jurisdictions for any tax year. Tax Receivable Agreement BRP makes an election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) effective for each taxable year in which a redemption or exchange of LLC Units and corresponding Class B common stock for shares of Class A common stock occurs. Exchanges result in tax basis adjustments to the assets of BRP, which produce favorable tax attributes and reduce the amount of tax that BRP Group is required to pay. The Company has determined that it is more likely than not that these benefits will not be realized. BRP Group entered into the Tax Receivable Agreement with BRP’s LLC Members that provides for the payment by BRP Group to BRP’s LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that BRP Group actually realizes as a result of (i) any increase in tax basis in BRP assets resulting from (a) previous acquisitions by BRP Group of BRP’s LLC Units from BRP’s LLC Members, (b) the acquisition of LLC Units from BRP’s LLC Members using the net proceeds from any future offering, (c) redemptions or exchanges by BRP’s LLC Members of LLC Units and the corresponding number of shares of Class B common stock for shares of Class A common stock or cash or (d) payments under the Tax Receivable Agreement, and (ii) tax benefits related to imputed interest resulting from payments made under the Tax Receivable Agreement. This payment obligation is an obligation of BRP Group and not of Baldwin Risk Partners, LLC. For purposes of the Tax Receivable Agreement, the cash tax savings in income tax will be computed by comparing the actual income tax liability of BRP Group (calculated with certain assumptions) to the amount of such taxes that BRP Group would have been required to pay had there been no increase to the tax basis of the assets of Baldwin Risk Partners, LLC as a result of the redemptions or exchanges and had BRP Group not entered into the Tax Receivable Agreement. Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. While the actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges, the price of shares of our Class A common stock at the time of the redemption or exchange, the extent to which such redemptions or exchanges are taxable and the amount and timing of our income. The Company accounts for the effects of these increases in tax basis and associated payments under the Tax Receivable Agreement arising from future redemptions or exchanges as follows: • records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the redemption or exchange; • to the extent it is estimated that the Company will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, the Company reduces the deferred tax asset with a valuation allowance; and • records 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the Tax Receivable Agreement and the remaining 15% of the estimated realizable tax benefit as an increase to additional paid-in capital. All of the effects of changes in any of our estimates after the date of the redemption or exchange will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income. |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per ShareBasic earnings (loss) per share is computed by dividing net income (loss) attributable to BRP Group by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is computed giving effect to all potentially dilutive shares of common stock. During the periods presented, potentially dilutive securities include restricted stock awards and shares of Class B common stock, which can be exchanged (together with a corresponding number of LLC Units) for shares of Class A common stock on a one-for-one basis. The following potentially dilutive securities were excluded from the Company's diluted weighted-average number of shares outstanding calculation for the periods presented as their inclusion would have been anti-dilutive. For the Years Ended December 31, 2022 2021 2020 Non-vested restricted shares of Class A common stock 3,307,280 3,119,909 826,027 Shares of Class B common stock 54,504,918 56,338,051 49,828,383 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 basic and diluted loss per share for the periods presented. For the Years Ended December 31, (in thousands, except per share data) 2022 2021 2020 Basic and diluted loss per share: Loss attributable to BRP Group $ (41,772) $ (30,646) $ (15,696) Shares used for basic loss per share: Basic and diluted weighted-average shares of Class A common stock outstanding 56,825 47,588 27,176 Basic and diluted loss per share $ (0.74) $ (0.64) $ (0.58) |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement (“Topic 820”) established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The fair value measurement level for assets and liabilities within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: December 31, (in thousands) 2022 2021 Level 2 Interest rate caps $ 15,150 $ 6,338 Level 2 Assets $ 15,150 $ 6,338 Level 3 Contingent earnout liabilities $ 266,936 $ 258,589 Level 3 Liabilities $ 266,936 $ 258,589 The fair value of interest rate caps Methodologies used for liabilities measured at fair value on a recurring basis within Level 3 of the fair value hierarchy at December 31, 2022 and 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 the 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 liability, the Company recorded a net increase in the estimated fair value of such liabilities of $32.3 million, $45.2 million and $20.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be $954.3 million at December 31, 2022. The Company measures contingent earnout liabilities at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are sales projections over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations, or as a reduction of the cost of the assets acquired for asset acquisitions. Refer to Note 3 for additional information regarding contingent earnout consideration recorded in connection with business 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, the number of rental units tracked or the insured value of sourced homeowners insurance. Revenue growth rates generally ranged from 8% to 35% at December 31, 2022 and from 5% to 22% at December 31, 2021. The Company estimates future payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the Partner to achieve the targets. These discount rates generally ranged from 6.50% to 18.00% at December 31, 2022 and from 5.00% to 15.50% at December 31, 2021. Changes in financial projections, market participant assumptions for revenue growth and profitability, or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Years Ended December 31, (in thousands) 2022 2021 Balance at beginning of year $ 258,589 $ 164,819 Fair value of contingent consideration issuances (1) 14,918 122,622 Change in fair value of contingent consideration 32,307 45,196 Settlement of contingent consideration (2) (38,878) (74,048) Balance at end of year $ 266,936 $ 258,589 __________ (1) During the year ended December 31, 2021, the Company recorded measurement period adjustments relating to businesses acquired in the fourth quarter of 2020. These adjustments decreased contingent earnout liabilities by $4.7 million, which offsets issuances of $127.3 million from business combinations for the period. (2) The Company settled $2.1 million and $61.5 million of its contingent earnout liabilities through the issuance of related party notes payable and reduction of related party notes receivable during the years ended December 31, 2022 and 2021, respectively. 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 and 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 December 31, 2022 December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt (1) Level 2 $ 838,114 $ 816,155 $ 846,623 $ 870,120 Revolving line of credit Level 2 505,000 476,304 35,000 33,968 __________ (1) The carrying amount of the long-term debt does not reflect unamortized debt discount and issuance costs of $19.7 million and $23.5 million at December 31, 2022 and 2021, respectively, which are netted against long-term debt on the consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In April 2022, BRP made a commitment to USF to donate a total of $5.3 million through October 2028, of which $4.7 million remains outstanding as of December 31, 2022. 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. Legal 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. During the year ended December 31, 2022, the Company entered into 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 subsequently settled the disputes for $1.7 million, which amount was accrued as a component of other operating expenses in the consolidated statements of comprehensive loss. The contingencies were subsequently satisfied in the first quarter of 2023. |
Segment Reporting (Notes)
Segment Reporting (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Information BRP Group’s business is divided into four Operating Groups: Middle Market, Specialty, MainStreet, and Medicare. • The Middle Market Operating Group provides expertly-designed commercial risk management, employee benefits solutions and private risk management for mid-to-large size businesses and high net worth individuals, as well as their families. • The Specialty Operating Group consists of two distinct businesses. Our specialty wholesale broker businesses 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 renters 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 Year Ended December 31, 2022 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 558,776 $ 307,748 $ 118,581 $ 38,457 $ (42,842) $ 980,720 Operating expenses: Commissions, employee compensation and benefits (1) 385,492 218,859 72,763 24,969 17,362 719,445 Other operating expenses 73,638 31,313 17,736 7,966 43,055 173,708 Amortization 50,209 16,946 12,809 1,769 5 81,738 Change in fair value of contingent consideration 26,429 5,354 253 271 — 32,307 Depreciation 1,476 615 207 71 2,251 4,620 Total operating expenses 537,244 273,087 103,768 35,046 62,673 1,011,818 Operating income (loss) 21,532 34,661 14,813 3,411 (105,515) (31,098) Other income (expense): Interest income (expense), net 232 — 30 — (71,334) (71,072) Other income (expense), net 265 (371) (2) — 26,245 26,137 Total other income (expense) 497 (371) 28 — (45,089) (44,935) Income (loss) before income taxes 22,029 34,290 14,841 3,411 (150,604) (76,033) Income tax expense — — — — 715 715 Net income (loss) $ 22,029 $ 34,290 $ 14,841 $ 3,411 $ (151,319) $ (76,748) Capital expenditures $ 1,738 $ 5,655 $ 2,533 $ 485 $ 11,568 $ 21,979 At December 31, 2022 Total assets $ 2,240,483 $ 616,117 $ 457,768 $ 72,736 $ 75,078 $ 3,462,182 __________ (1) During the year ended December 31, 2022, the Middle Market Operating Group recorded intercompany commissions and fees from activity with the Specialty Operating Group of $1.7 million; the Specialty Operating Group recorded intercompany commissions and fees from activity with itself of $3.7 million; the MainStreet Operating Group recorded intercompany commissions and fees from activity with the Middle Market and Specialty Operating Groups of $36.1 million; and the Medicare Operating Group recorded intercompany commissions and fees from activity with itself of $1.3 million. These intercompany commissions and fees are eliminated through Corporate and Other. For the Year Ended December 31, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 363,822 $ 144,455 $ 34,344 $ 27,392 $ (2,723) $ 567,290 Operating expenses: Commissions, employee compensation and benefits (1) 234,652 102,824 22,884 16,309 23,381 400,050 Other operating expenses 50,037 13,716 4,970 5,289 28,150 102,162 Amortization 34,056 11,326 1,617 1,716 5 48,720 Change in fair value of contingent consideration 32,735 11,881 926 (346) — 45,196 Depreciation 1,483 184 255 90 776 2,788 Total operating expenses 352,963 139,931 30,652 23,058 52,312 598,916 Operating income (loss) 10,859 4,524 3,692 4,334 (55,035) (31,626) Other income (expense): Interest income (expense), net (150) (2) — 1 (26,748) (26,899) Other income (expense), net 573 (38) — (4) (107) 424 Total other income (expense) 423 (40) — (3) (26,855) (26,475) Income (loss) before income taxes 11,282 4,484 3,692 4,331 (81,890) (58,101) Income tax expense — — — — 19 19 Net income (loss) $ 11,282 $ 4,484 $ 3,692 $ 4,331 $ (81,909) $ (58,120) Capital expenditures $ 949 $ 590 $ 99 $ 92 $ 3,591 $ 5,321 At December 31, 2021 Total assets $ 2,142,485 $ 549,662 $ 61,322 $ 56,472 $ 66,366 $ 2,876,307 __________ (1) During the year ended December 31, 2021, the Middle Market Operating Group recorded intercompany commissions and fees from activity with the Specialty Operating Group of $1.5 million; the Specialty Operating Group recorded intercompany commissions and fees from activity with itself of $0.2 million; the MainStreet Operating Group recorded intercompany commissions and fees from activity with the Middle Market and Specialty Operating Groups of $0.5 million; and the Medicare Operating group recorded intercompany commissions and fees from activity with itself of $0.6 million. Intercompany commissions and fees and intercompany commissions, employee compensation and benefits expense are eliminated through Corporate and Other. For the Year Ended December 31, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 103,393 $ 88,876 $ 30,361 $ 19,320 $ (1,031) $ 240,919 Operating expenses: Commissions, employee compensation and benefits (1) 66,303 67,189 17,852 10,889 11,881 174,114 Other operating expenses 16,319 5,746 4,440 3,504 18,051 48,060 Amortization 7,037 9,131 1,730 1,132 8 19,038 Change in fair value of contingent consideration 143 16,707 3,187 479 — 20,516 Depreciation 586 167 251 53 72 1,129 Total operating expenses 90,388 98,940 27,460 16,057 30,012 262,857 Operating income (loss) 13,005 (10,064) 2,901 3,263 (31,043) (21,938) Other income (expense): Interest income (expense), net 46 — 4 — (7,907) (7,857) Other expense, net (66) (28) — — (1) (95) Total other income (expense) (20) (28) 4 — (7,908) (7,952) Income (loss) before taxes 12,985 (10,092) 2,905 3,263 (38,951) (29,890) Income tax benefit — — — — (5) (5) Net income (loss) $ 12,985 $ (10,092) $ 2,905 $ 3,263 $ (38,946) $ (29,885) Capital expenditures $ 629 $ 77 $ 109 $ 160 $ 4,494 $ 5,469 __________ (1) During the year ended December 31, 2020, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $0.5 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of $0.2 million; and the Medicare Operating group recorded intercompany commissions and fees revenue from activity with itself of $0.3 million. Intercompany commissions and fees and intercompany commissions, employee compensation and benefits expense are eliminated through Corporate and Other. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company completed a strategic review of its organizational structure in January 2023 and determined that the chief operating decision maker, the chief executive officer, will change the way it manages and operates its MainStreet and Medicare reportable segments. Beginning in January 2023, the MainStreet and Medicare reportable segments will be combined under one single operating segment, Mainstreet Insurance Solutions, which will be the operating segment used by the chief executive officer to make decisions about the resources to be allocated to the segment and to assess its performance. In addition, the Middle Market and Specialty reportable segments will be rebranded as Insurance Advisory Solutions and Underwriting, Capacity & Technology Solutions, respectively. As of December 31, 2022, this realignment has not yet been reflected within the Company’s financial statements. Quarterly Reports on Form 10-Q for the 2023 periods will include a revision of the MainStreet and Medicare reportable segments as the new Mainstreet Insurance Solutions reportable segment and corresponding information for prior periods will be retrospectively revised to reflect this change in reportable segments, as well as the rebranding. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of 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 members (“BRP's LLC Members”) in its consolidated financial statements. The Company has prepared these 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 4 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 consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. Refer to the Redeemable Noncontrolling Interest and Noncontrolling Interest sections of Note 2 for additional information. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition; the valuation of acquired relationships and contingent consideration; impairment of long-lived assets and goodwill; share-based compensation related to performance-based restricted stock unit awards; and the valuation allowance for deferred tax assets. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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 a business combination by addressing diversity in practice and inconsistency related to (i) the recognition of an acquired contract liability and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. ASU 2021-08 requires that, at the 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. The Company adopted ASU 2021-08 effective January 1, 2023. The adoption will not have any impact on our consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Topic 606. The Company earns commission revenue by facilitating the arrangement between Insurance Company Partners and individuals or businesses by providing insurance placement services to insureds (“Clients”) with Insurance Company Partners. Commission revenues are usually a percentage of the premium paid by Clients and generally depend upon the type of insurance, the Insurance Company Partner and the nature of the services provided. In some limited cases, the Company shares commissions with other agents or brokers who have acted jointly with the Company in a transaction. The Company controls the fulfillment of the performance obligation and its relationship with its Insurance Company Partners and the outside agents. Commissions shared with downstream agents or brokers are recorded in commission, employee compensation and benefits expense in the consolidated statements of comprehensive loss. Commissions are earned at a point in time upon the effective date of bound insurance coverage as no performance obligation exists after coverage is bound. Commission revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. The Company earns service fee revenue in its Middle Market segment by receiving negotiated fees in lieu of a commission and consulting revenue from services other than securing insurance coverage. Service fee and consulting revenues from certain agreements are recognized over time depending on when the services within the contract are satisfied and when the Company has transferred control of the related services to the customer. Commissions and fees for brokerage services may be invoiced near the effective date of the underlying policy or over the term of the arrangement in installments during the policy period. However, regardless of the payment terms, commissions are recognized at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. The Company may receive a profit-sharing commission from an Insurance Company Partner, which is based primarily on underwriting results, but may also contain considerations for volume, growth, loss performance, or retention. Profit-sharing commissions represent a form of variable consideration, which includes additional commissions over base commissions received from Insurance Company Partners. Profit-sharing commissions associated with relatively predictable measures are estimated and recognized over time. The profit-sharing commissions are recorded as the underlying policies that contribute to the achievement of the metric are placed with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available. Profit-sharing commissions associated with loss performance are uncertain, and therefore, are subject to significant reversal as loss data remains subject to material change. Management estimates profit-sharing commissions using historical outcomes and known trends impacting premium volume or loss ratios, subject to a constraint. The constraint is relieved when management estimates revenue that is not subject to significant reversal, which often coincides with the earlier of written notice from the Insurance Company Partner that the target has been achieved, or cash collection. Year-end amounts incorporate estimates subject to a constraint or where applicable, are based on confirmation from Insurance Company Partners after calculation of premium volume or loss ratios that are impacted by catastrophic losses. The Company earns policy fee revenue for acting in its capacity as a managing general agent (“MGA”) on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions during the term of the insurance policy. Policy fee revenue is deferred and recognized over the life of the policy. These deferred amounts are recognized as contract liabilities, which is included as a component of accrued expenses and other current liabilities on the consolidated balance sheets. The Company earns installment fee revenue related to policy premiums paid on an installment basis for payment processing services performed on behalf of the Insurance Company Partner. The Company recognizes installment fee revenue in the period the services are performed. The Company pays an incremental amount of compensation in the form of producer commissions on new business. These incremental costs are capitalized as deferred commission expense and amortized over five years, which represents management’s estimate of the average period over which a Client maintains its initial coverage relationship with the original Insurance Company Partner. The Company has concluded that this period is consistent with the transfer to the Client of the services to which the asset relates. Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred. |
Cash and Cash Equivalents | Cash Equivalents The Company considers all highly liquid short-term instruments with original maturities of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash includes amounts that are legally restricted as to use or withdrawal. Restricted cash represents cash collected from customers that is payable to Insurance Company Partners and for which segregation of this cash is required by contract with the relevant insurance company providing coverage or by law within the state. The Company also holds restricted cash specifically in its role as an MGA. |
Premiums, Commissions and Fees Receivable, Net | Premiums, Commissions and Fees Receivable, Net Premiums receivable represent premiums due from Clients when the Company acts in its capacity as an insurance agent or broker on behalf of the Insurance Company Partner. In an agency bill contract, the Company typically collects premiums from Clients and, after deducting its authorized commissions, remits the net premiums to the appropriate Insurance Company Partners. Commissions receivable reflect commissions due from Insurance Company Partners. In a direct bill contract, the Insurance Company Partners collect the premiums directly from Clients and remit the applicable commissions to the Company. Fees receivable represent policy fees, consulting fees, service fees and other related amounts due from Clients of the Company’s services division. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at cost. For financial reporting purposes, depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Useful Life Leasehold improvements 3 - 10 Furniture 5 - 7 Equipment 3 - 20 Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful life or the reasonably assured lease term at inception of the lease. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts. The difference between the net book value of the assets and proceeds from disposal is recognized as a gain or loss on disposal, which is included in other income (expense), net in the consolidated statements of comprehensive loss. Routine maintenance and repairs are charged to expense as incurred, while costs of improvements and renewals are capitalized. Property and equipment is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition does not exceed its carrying amount. The amount of the impairment loss, if any, is measured as the amount by which the carrying value of the asset exceeds its fair value. |
Capitalized Software | Capitalized Software The Company capitalizes certain costs to develop software for internal use as capitalized software in accordance with ASC Topic 350-40, Internal-Use Software . Costs incurred during the preliminary project stage and post-implementation stage of an internal-use software project are expensed as incurred while costs incurred during the application development stage of an internal-use software project are capitalized. Costs related to updates and enhancements to the software are only capitalized if they result in additional functionality to the Company. Capitalized software was $10.1 million at December 31, 2022, which is included as a component of software under intangible assets, net on the consolidated balance sheets. |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill The majority of the Company’s intangible assets are acquired in connection with strategic acquisitions made by the Company (“Partnerships”). Intangible assets identified in a Partnership are recorded at fair value on the acquisition date. The excess of the purchase price in a business combination over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed is assigned to goodwill. Intangible assets are stated at cost, less accumulated amortization, and consist of acquired relationships, software and trade names acquired in connection with business combinations. Acquired relationships and trade names are being amortized based on a pattern of economic benefit over an estimated life of 1 to 20 years while software is amortized on the straight-line basis over an estimated useful life of 2 to 5 years. Management assesses the fair value of acquired relationships, software and trade names by considering the estimated future cash flow benefits associated with ownership of the assets through the use of recognized income approach valuation methods. The valuation of these intangible assets involves significant assumptions concerning matters such as revenue and expense growth rates, customer attrition rates, obsolescence rates, royalty rates and discount rates. We review our definite-lived intangible assets and other long-lived assets for impairment whenever an event occurs that indicates the carrying amount of an asset may not be recoverable. No impairment was recorded for the years ended December 31, 2022, 2021 or 2020. Goodwill is subject to an impairment assessment on an annual basis or whenever indicators of impairment are present. The Company generally performs a qualitative assessment to determine whether a quantitative impairment test is necessary. For the year ended December 31, 2022, the Company elected to perform the quantitative test in lieu of the optional qualitative assessment. In a quantitative assessment, the Company compares the fair value of each reporting unit with its carrying amount to determine if there is potential impairment of goodwill. If the carrying value of a reporting unit is greater than the fair value, an impairment charge is recorded for the amount that the carrying amount of the reporting unit, including goodwill, exceeds its fair value, limited to the amount of goodwill of the reporting unit. No impairment was recorded for the years ended December 31, 2022, 2021 or 2020. |
Deferred Financing Costs, Net | Deferred Financing Costs, Net Deferred financing costs consist of origination fees and debt issuance costs related to obtaining credit facilities. The Company has recorded these costs as an asset and liability on the consolidated balance sheets in accordance with ASC Topic 835-30, Interest. Deferred financing costs associated with revolving credit facilities are included in other assets on the consolidated balance sheets while those related to term loans are recorded as an offset to long-term debt. Deferred financing costs included in other assets were $6.4 million and $4.9 million, net of accumulated amortization of $2.8 million and $1.8 million, at December 31, 2022 and 2021, respectively. Deferred financing costs and original issue discount included in long-term debt totaled $27.0 million and $26.6 million, net of accumulated amortization of $7.3 million and $3.2 million, at December 31, 2022 and 2021, respectively. Such costs are amortized using the effective interest method over the terms of the respective debt. Amortization of deferred financing costs, which is included in interest expense, net in the accompanying consolidated statements of comprehensive loss, was approximately $5.1 million, $3.5 million, and $1.0 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Derivative Instruments | Derivative Instruments The Company utilizes derivative financial instruments, consisting of interest rate caps, to manage the Company’s interest rate exposure. Derivative instruments are recognized as assets or liabilities at fair value on the consolidated balance sheets. The Company has not designated these derivatives as hedging instruments for accounting purposes and, accordingly, the changes in fair value of these derivatives are recognized in earnings. Cash payments and receipts under the derivative instruments are classified within cash flows from financing activities in the accompanying consolidated statements of cash flows. The Company does not use derivative instruments for trading or speculative purposes. |
Self Insurance Reserve | Self-Insurance Reserve The Company converted to a self-insured health insurance plan beginning in March 2020 for which it carries an insurance program with specific retention levels or high per-claim deductibles for expected losses. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported (“IBNR”) claims at the anticipated cost that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, the Company considers actuarial assumptions and judgments regarding economic conditions and the frequency and severity of claims. The Company had an IBNR reserve of $1.8 million and $1.1 million at December 31, 2022 and 2021, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. |
Leases | Leases The Company adopted ASC Topic 842, Leases (“Topic 842”) effective January 1, 2021. The Company elected the optional transition method practical expedient to apply the new guidance at its effective date, without having to adjust the prior two years comparative financial statements. As a result, leases are accounted for under ASC Topic 840, Leases (“Topic 840”) in the accompanying statement of comprehensive loss for the year ended December 31, 2020. The Company also elected the package of three practical expedients for transition, allowing the carryforward of certain aspects of its historical lease accounting under Topic 840 for leases that commenced before the effective date, including not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, and (iii) initial direct costs for any existing leases. A lease is an agreement between two or more parties that creates enforceable rights and obligations that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Topic 842 requires an entity to determine whether a contract is a lease or contains a lease at the inception of the contract, considering all relevant facts and circumstances. There are two main components in determining if a contract is a lease: (i) a right to use an identified asset and (ii) control over the use of the identified asset. A customer does not have the right to use an identified asset if, at inception of the contract, a supplier has the substantive right to substitute the asset throughout the period of use. Control over the use of the identified asset requires a customer to obtain “substantially all the economic benefits” and to have the “ability to direct the use of the asset.” Topic 842 requires the recognition of lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Leases are classified at their commencement date, which is defined as the date on which the lessor makes the underlying asset available for use by the lessee, as either operating or finance leases based on the economic substance of the agreement. We recognize ROU assets and lease liabilities on our consolidated balance sheets for operating leases. Lease liabilities are measured at the lease commencement date as the present value of the future lease payments determined using either (i) the interest rate implicit in the lease, if readily determinable, or (ii) the Company's incremental borrowing rate on the lease commencement date. Lease ROU assets are measured as the lease liability plus initial direct costs and prepaid lease payments less lease incentives. The lease term is the non-cancelable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that an option will be exercised. The Company elected the practical expedient to not separate non-lease and lease components and instead account for them as a single lease component for all classes of underlying assets. The Company does not include variable payments that are not based on an index or rate in the single lease component, regardless of whether they are related to the lease or non-lease component. The Company made the short term lease exemption accounting policy election to not recognize a lease liability or ROU asset on the consolidated balance sheets for leases with an initial term of 12 months or less. Operating lease expenses on capitalized leases and short-term leases are recognized on a straight-line basis over the respective lease term, inclusive of rent escalation provisions and rent holidays, as a component of other operating expense in the consolidated statements of comprehensive loss. |
Contingent Earnout Liabilities | Contingent Earnout Liabilities The Company accounts for contingent consideration relating to business combinations as a contingent earnout liability and an increase to goodwill at the date of acquisition and continually remeasures the liability at each balance sheet date by recording changes in fair value through change in fair value of contingent consideration in the consolidated statements of comprehensive loss. The ultimate settlement of contingent earnout liabilities relating to business combinations may be for amounts that are materially different from the amounts initially recorded and may cause volatility in the Company’s results of operations. The Company accounts for contingent consideration relating to asset acquisitions as a contingent earnout liability and an increase to the cost of the acquired assets on a relative fair value basis at the date of acquisition. Once recognized, the contingent earnout liability is not derecognized until the contingency is resolved and the consideration is issued or becomes issuable. If the amount initially recognized as a liability exceeds the fair value of the contingent consideration issued or issuable, the entity recognizes that amount as a reduction of the cost of the asset acquisition. The ultimate settlement of contingent earnout liabilities relating to asset acquisitions may be for amounts that are materially different from the amounts initially recorded. The Company determines the fair value of contingent earnout liabilities based on future cash flow projections under various potential scenarios and weighs the probability of these outcomes as discussed further in Note 19. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest ASC Topic 480, Distinguishing Liabilities from Equity (“Topic 480”) , requires noncontrolling interests that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (i) at a fixed or determinable price on a fixed or determinable date, (ii) at the option of the holder, or (iii) upon the occurrence of an event that is not solely within the control of the issuer. Redeemable noncontrolling interests are reported at estimated redemption value measured as the greater of estimated fair value at the end of each reporting period or the historical cost basis of the redeemable noncontrolling interest adjusted for cumulative earnings or loss allocations. The resulting increases or decreases to redemption value, if applicable, are recognized as adjustments to retained earnings. |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interests are reported at historical cost basis adjusted for cumulative earnings or loss allocations and classified as a component of stockholders’ equity on the consolidated balance sheets. |
Income Taxes | Income Taxes BRP is treated as a partnership for U.S. federal, state and local income tax purposes. As a partnership, BRP’s taxable income or loss is included in the taxable income of its members. BRP Group and BRP Colleague Inc., an indirect subsidiary of BRP Group, are both C corporations and taxable entities. The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company and its subsidiaries follow ASC Topic 740, Income Taxes . A component of this standard prescribes a recognition and measurement threshold of uncertain tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management has evaluated the Company’s tax positions and concluded that the Company has taken no uncertain tax positions that require adjustment to the financial statements to comply with the provisions of this guidance. The Company does not expect any of its tax positions to change significantly in the near term. |
Tax Receivable Agreement | Tax Receivable Agreement The Company’s future exchanges of BRP LLC Units from BRP’s LLC Members and the corresponding number of shares of Class B common stock for shares of Class A common stock, is expected to result in increases in its share of the tax basis of the tangible and intangible assets of BRP, which will increase the tax depreciation and amortization deductions that otherwise would not have been available to BRP Group. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that BRP Group would otherwise be required to pay in the future. BRP Group has entered into a Tax Receivable Agreement with the other members of BRP that requires it to pay them 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that BRP Group actually realizes (or, under certain circumstances, is deemed to realize) as a result of the increases in tax basis in connection with exchanges by the recipients described above and certain other tax benefits attributable to payments under the Tax Receivable Agreement. |
Share-based Compensation | Share-Based Compensation Share-based payments to directors, officers, Colleagues and consultants are measured based on the estimated grant-date fair value. The grant-date fair value of restricted and unrestricted stock awards is equal to the market value of BRP Group’s Class A common stock on the date of grant. The Company also issues stock awards that vest based on service conditions, performance conditions, or market conditions. The Company applies the Black-Scholes option-pricing model, a Monte Carlo Simulation, or a lattice model, depending on the vesting conditions, in determining the fair value of performance-based restricted stock unit awards to employees. The Company recognizes share-based compensation expense over the requisite service period for awards expected to ultimately vest. The Company recognizes forfeitures as they occur. Refer to Note 15 for additional information regarding our share-based compensation plans. |
Advisor Incentive Awards | Advisor Incentive Awards 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 and the Company continued to record an advisor incentive liability at the expected buyout amount each reporting period as a component of other liabilities in the accompanying balance sheets. The Company accounts for advisor incentive awards as liability-classified share-based payment awards under ASC Topic 718, Compensation — Stock Compensation (“Topic 718”). The Company estimated the value of the expected buyout amount each reporting period and recorded compensation expense and an increase to the advisor incentive liability. The Company recorded compensation expense related to the advisor incentive liability of $1.2 million, $1.2 million and $0.4 million for the years ended December 31, 2022, 2021 and 2020, respectively, which is included in commissions, employee compensation and benefits in the consolidated statements of comprehensive loss. During the second quarter of 2022, the Company entered into an agreement with the aforementioned Risk Advisor to settle the remaining advisor incentive liability for $4.8 million, at which time the liability was adjusted to the settlement amount and reclassified from other liabilities to accrued expenses and other current liabilities. The obligation was subsequently satisfied in the third quarter of 2022. |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsThe carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, premiums, commissions and fees receivable, premiums payable to insurance companies, producer commissions payable and accrued expenses and other current liabilities, approximate their fair values because of the short maturity and liquidity of those instruments. |
Contingencies | Contingencies The Company accounts for contingencies in accordance with ASC Topic 450-20, Loss Contingencies . Liabilities for loss contingencies arising from various claims and legal actions are recorded when it is probable that a liability has been incurred and the amount is reasonably estimable. In certain cases, where a range of loss exists, the Company accrues the minimum amount in the range if no amount within the range is a better estimate than any other amount. Refer to Note 20 for additional information regarding the Company's contingencies. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company manages this risk by using high credit worthy financial institutions. Interest-bearing accounts and noninterest-bearing accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits exceed amounts insured by the FDIC. The Company has not experienced any losses from its deposits. For the year ended December 31, 2020, one Insurance Company Partner accounted for approximately 13% of the Company’s core commissions. No one Insurance Company Partner accounted for 10% or more of the Company's core commissions for the years ended December 31, 2022 or 2021. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Property, Plant And Equipment Useful Life Table | For financial reporting purposes, depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Useful Life Leasehold improvements 3 - 10 Furniture 5 - 7 Equipment 3 - 20 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 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 2,194 14,918 Fair value of equity interest — 4,809 4,809 Deferred payment — 3,716 3,716 Total consideration $ 385,663 $ 28,134 $ 413,797 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 14,484 223,684 Goodwill 174,727 13,058 187,785 Total assets acquired 389,252 30,707 419,959 Premiums payable to insurance companies (218) — (218) Producer commissions payable (2,488) — (2,488) Other liabilities (883) (2,573) (3,456) Total liabilities acquired (3,589) (2,573) (6,162) Net assets acquired $ 385,663 $ 28,134 $ 413,797 Maximum potential contingent obligations $ 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 year ended December 31, 2022 have the following values and estimated weighted-average lives: (in thousands, except weighted-average lives) Amount Weighted-Average Life Acquired relationships $ 189,750 20.0 years Software 29,500 5.0 years Trade names 4,434 4.9 years |
Unaudited Pro Forma Consolidated Results of Operations for Business Combinations | The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Westwood, VCM and NHPBA occurred on January 1, 2021. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Years Ended December 31, (unaudited) (in thousands, except per share data) 2022 2021 Pro forma results: Total revenues (1) $ 1,014,488 $ 664,968 Net loss (1) (78,817) (66,474) Net loss attributable to BRP Group (1) (42,850) (34,742) Basic and diluted loss per share $ (0.75) $ (0.73) Weighted-average shares of Class A common stock outstanding - basic and diluted 56,942 47,814 __________ (1) Reflects annual GAAP revenue/net loss, plus revenue/net income (loss) from Partnerships in the unowned portion of the period based on a quality of earnings review and not an audit, in each case, at the time the due diligence was conducted and may not include full revenue run rate for partial period impacts in the quality of earnings review and revenue growth between the quality of earnings review and the period close date, which may be three to six months delayed. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 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 Years Ended December 31, (in thousands) 2022 2021 2020 Commission revenue (1) $ 786,794 $ 472,495 $ 196,537 Profit-sharing revenue (2) 66,091 37,392 16,397 Consulting and service fee revenue (3) 61,244 30,182 3,509 Policy fee and installment fee revenue (4) 55,362 19,903 15,236 Other income (5) 11,229 7,318 9,240 Total commissions and fees $ 980,720 $ 567,290 $ 240,919 __________ (1) Commission revenue is earned by providing insurance placement services to Clients under direct bill and agency bill arrangements with Insurance Company Partners for private risk management, commercial risk management, wealth management, employee benefits and Medicare insurance types. (2) Profit-sharing revenue represents bonus-type revenue that is earned by the Company as a sales incentive provided by certain Insurance Company Partners. (3) Service fee revenue is earned by receiving negotiated fees in lieu of a commission and consulting revenue is earned by providing specialty insurance consulting. (4) Policy fee revenue represents revenue earned for acting in the capacity of an MGA on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions. Installment fee revenue represents revenue earned by the Company for providing payment processing services on behalf of the Insurance Company Partner related to policy premiums paid on an installment basis. (5) Other income includes other ancillary income and premium financing income generated across all Operating Groups as well as Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns. |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Schedule of Contract Assets and Liabilities | The balances of contract assets and liabilities arising from contracts with customers were as follows: December 31, (in thousands) 2022 2021 Contract assets $ 278,023 $ 168,550 Contract liabilities 30,981 18,178 |
Deferred Commission Expense (Ta
Deferred Commission Expense (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Deferred Commission Expense | The table below provides a rollforward of deferred commission expense: For the Years (in thousands) 2022 2021 Balance at beginning of year $ 11,336 $ 4,751 Costs capitalized 14,967 8,812 Amortization (4,634) (2,227) Balance at end of year $ 21,669 $ 11,336 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, (in thousands) 2022 2021 Equipment $ 19,331 $ 9,151 Leasehold improvements 8,072 7,967 Furniture 4,132 3,970 Construction in process 2,190 — Other 342 684 Total property and equipment 34,067 21,772 Accumulated depreciation (8,662) (4,298) Property and equipment, net $ 25,405 $ 17,474 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: December 31, 2022 December 31, 2021 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired relationships (1) $ 1,153,031 $ (124,228) $ 1,028,803 $ 959,925 $ (59,542) $ 900,383 Software 81,392 (30,790) 50,602 41,743 (18,265) 23,478 Trade names (1) 28,623 (8,110) 20,513 24,189 (3,583) 20,606 Totals $ 1,263,046 $ (163,128) $ 1,099,918 $ 1,025,857 $ (81,390) $ 944,467 __________ (1) During the year ended December 31, 2021, the company recorded measurement period adjustments relating to certain businesses acquired in 2020, which decreased acquired relationships and trade names by $4.6 million and $0.2 million, respectively. |
Schedule of Future Amortization Expense for Intangible Assets | Future annual estimated amortization expense over the next five years for intangible assets is as follows (in thousands): For the Years Ending December 31, Amortization 2023 $ 91,207 2024 89,366 2025 89,401 2026 84,924 2027 74,684 |
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, 2020 $ 526,858 $ 65,319 $ 38,892 $ 20,433 $ 651,502 Goodwill of acquired businesses 376,475 198,699 — 4,271 579,445 Measurement period adjustments (1) (2,206) — — — (2,206) Balance at December 31, 2021 901,127 264,018 38,892 24,704 1,228,741 Goodwill of acquired businesses — 6,877 174,727 6,181 187,785 Measurement period adjustments (2) 5,018 516 — — 5,534 Balance at December 31, 2022 $ 906,145 $ 271,411 $ 213,619 $ 30,885 $ 1,422,060 __________ (1) Measurement period adjustments recorded during 2021 relating to businesses acquired in 2020 decreased assets other than goodwill by $5.4 million, decreased liabilities by $5.1 million, and decreased cash consideration by $2.5 million. |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: December 31, (in thousands) 2022 2021 Accrued compensation and benefits $ 44,903 $ 22,460 Contract liabilities 30,981 18,178 Current portion of operating lease liabilities 14,043 12,520 Accrued expenses 13,101 9,731 Current portion of long-term debt 8,509 8,521 Deferred consideration payments 6,840 12,355 Tax distribution payable — 5,072 Other 7,366 3,386 Accrued expenses and other current liabilities $ 125,743 $ 92,223 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Future annual maturities of the Term Loan B are as follows as of December 31, 2022: (in thousands) Amount Payments for the years ending December 31, 2023 $ 8,509 2024 8,509 2025 8,509 2026 8,509 2027 804,078 Total long-term debt 838,114 Less: unamortized debt discount and issuance costs (19,743) Net long-term debt $ 818,371 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Assets and Liabilities Related to Operating Leases | Operating lease right-of-use assets and lease liabilities were as follows: December 31, (in thousands) 2022 2021 Assets: Right-of-use assets, operating, net $ 96,465 $ 81,646 Liabilities: Operating lease liabilities, current portion $ 14,043 $ 12,520 Operating lease liabilities, non-current 87,692 71,357 Total $ 101,735 $ 83,877 |
Schedule of Lease Costs and Other Information Related to Leases | The components of the lease costs for the years ended December 31, 2022 and 2021 were as follows: For the Years (in thousands) 2022 2021 Operating lease costs $ 19,921 $ 13,086 Variable lease costs 3,073 2,853 Supplemental cash flow information relating to our leases for the years ended December 31, 2022 and 2021 was as follows: For the Years (in thousands) 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 17,125 $ 11,562 Operating lease non-cash items: Right-of-use assets obtained in exchange for operating lease liabilities $ 24,910 $ 86,524 Right-of-use assets increased through lease modifications and reassessments 5,905 6,131 Weighted average remaining lease terms and discount rates were as follows: December 31, 2022 2021 Operating leases: Remaining lease term 6.2 years 6.6 years Discount rate 5.1 % 3.6 % |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2022 were as follows: (in thousands) Minimum Future Lease Payments For the years ending December 31, 2023 $ 18,776 2024 19,353 2025 18,592 2026 17,093 2027 16,157 Thereafter 30,251 Total minimum lease payments 120,222 Less: amounts representing interest or imputed interest (18,487) Present value of lease liabilities $ 101,735 |
Stockholders' Equity and Noncon
Stockholders' Equity and Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Rollforward of Common Stock Outstanding | The following table shows a rollforward of our common stock outstanding for the prior three years: Class A Common Stock Class B Common Stock Shares issued at December 31, 2019 19,362,984 43,257,738 Shares issued to the public in follow-on offerings 23,287,500 — Shares redeemed in connection with follow-on offerings — (4,091,667) Shares issued in connection with Partnerships 1,415,837 11,004,696 Redemption of Class B shares of common stock for Class A Shares 253,599 (253,599) Common stock and restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 633,246 — Shares repurchased — (88,785) Shares issued at December 31, 2020 44,953,166 49,828,383 Shares issued to the public in follow-on offerings 9,200,000 — Shares issued in connection with Partnerships 1,053,190 7,441,139 Common stock and restricted stock grants under Inducement Plan, net of forfeitures and shares withheld for taxes 1,558,694 — Common stock and restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 906,338 — Redemption of Class B shares of common stock for Class A shares 931,471 (931,471) Shares issued at December 31, 2021 58,602,859 56,338,051 Shares issued in connection with Partnerships 226,338 — Common stock and restricted stock grants under Inducement Plan, net of forfeitures and shares withheld for taxes (7,593) — Common stock and restricted stock grants under Omnibus Plan, net of forfeitures and shares withheld for taxes 784,630 — Redemption of Class B shares of common stock for Class A shares 1,841,134 (1,841,134) Equity issued in satisfaction of a liability — 29,430 Forfeiture of unvested Class B shares — (21,429) Shares issued at December 31, 2022 61,447,368 54,504,918 |
Schedule of Ownership Interest | The following table summarizes the ownership interest in BRP: December 31, 2022 December 31, 2021 LLC Units Percentage LLC Units Percentage Interest in BRP held by BRP Group 61,447,368 53 % 58,602,859 51 % Noncontrolling interest in BRP held by BRP’s LLC Members 54,504,918 47 % 56,338,051 49 % Total 115,952,286 100 % 114,940,910 100 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity for Non-Vested Awards Granted under the 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, 2019 330,244 $ 14.00 Granted 709,426 15.79 Vested and settled (175,372) 12.09 Forfeited (38,271) 14.40 Outstanding at December 31, 2020 826,027 15.92 Granted 2,758,207 31.72 Vested and settled (279,494) 21.33 Forfeited (89,009) 22.25 Outstanding at December 31, 2021 3,215,731 28.83 Granted 1,258,300 26.58 Vested and settled (756,655) 28.24 Forfeited (122,073) 26.75 Outstanding at December 31, 2022 3,595,303 28.26 Non-vested awards outstanding at December 31, 2022 that are expected to vest 2,871,927 28.35 |
Assumptions Used in Calculating Fair Value in Equity Instruments Other than Options | The assumptions used in calculating the fair value of the PSUs are set forth in the table below. For the Years Ended December 31, 2022 2021 Expected volatility minimum 19 % 18 % Expected volatility maximum 267 % 172 % Risk-free interest rate 2.00 % 0.27 % Expected term 2.8 years 2.7 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax expense (benefit) include the following: For the Years Ended December 31, (in thousands) 2022 2021 2020 Current Federal $ 18 $ 11 $ — State and local 693 3 — Total current income tax expense 711 14 — Deferred Federal (2) 4 (4) State and local 6 1 (1) Total deferred income tax expense (benefit) 4 5 (5) Total income tax expense (benefit) $ 715 $ 19 $ (5) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense (benefit) at the Company’s effective tax rate differed from the statutory tax rate as follows: For the Years Ended December 31, (in thousands) 2022 2021 2020 Loss before income taxes $ (76,033) $ (58,101) $ (29,890) Noncontrolling interest 9,415 7,072 4,415 Tax provision at statutory rate (21%) (15,966) (12,201) (6,280) Effect of: Valuation allowance 8,787 6,942 3,383 State and local income tax (2,659) (2,403) (1,215) State rate change 824 (12) (206) True-up and adjustments (502) 3 (157) Meals and entertainment 291 86 110 MIU issuance 187 452 22 IRC 162(m) 152 435 — Share-based compensation 124 (467) (175) Other 62 112 98 Total income tax expense (benefit) $ 715 $ 19 $ (5) |
Schedule of Deferred Tax Assets and Liabilities | The following table summarizes the components of deferred tax assets and liabilities: December 31, (in thousands) 2022 2021 Deferred tax assets Investment in Partnerships $ 86,871 $ 75,368 163(j) limitation carryforward 8,119 38 Net operating loss 6,313 6,018 Capitalized transaction costs 2,147 2,304 Charitable contributions 442 143 Total deferred tax assets 103,892 83,871 Less: valuation allowance (103,892) (83,871) Net deferred tax assets $ — $ — |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities were excluded from the Company's diluted weighted-average number of shares outstanding calculation for the periods presented as their inclusion would have been anti-dilutive. For the Years Ended December 31, 2022 2021 2020 Non-vested restricted shares of Class A common stock 3,307,280 3,119,909 826,027 Shares of Class B common stock 54,504,918 56,338,051 49,828,383 |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and basic and diluted loss per share for the periods presented. For the Years Ended December 31, (in thousands, except per share data) 2022 2021 2020 Basic and diluted loss per share: Loss attributable to BRP Group $ (41,772) $ (30,646) $ (15,696) Shares used for basic loss per share: Basic and diluted weighted-average shares of Class A common stock outstanding 56,825 47,588 27,176 Basic and diluted loss per share $ (0.74) $ (0.64) $ (0.58) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value by Balance Sheet Grouping | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: December 31, (in thousands) 2022 2021 Level 2 Interest rate caps $ 15,150 $ 6,338 Level 2 Assets $ 15,150 $ 6,338 Level 3 Contingent earnout liabilities $ 266,936 $ 258,589 Level 3 Liabilities $ 266,936 $ 258,589 |
Schedule of Changes in Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Years Ended December 31, (in thousands) 2022 2021 Balance at beginning of year $ 258,589 $ 164,819 Fair value of contingent consideration issuances (1) 14,918 122,622 Change in fair value of contingent consideration 32,307 45,196 Settlement of contingent consideration (2) (38,878) (74,048) Balance at end of year $ 266,936 $ 258,589 __________ (1) During the year ended December 31, 2021, the Company recorded measurement period adjustments relating to businesses acquired in the fourth quarter of 2020. These adjustments decreased contingent earnout liabilities by $4.7 million, which offsets issuances of $127.3 million from business combinations for the period. (2) The Company settled $2.1 million and $61.5 million of its contingent earnout liabilities through the issuance of related party notes payable and reduction of related party notes receivable during the years ended December 31, 2022 and 2021, respectively. |
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 December 31, 2022 December 31, 2021 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt (1) Level 2 $ 838,114 $ 816,155 $ 846,623 $ 870,120 Revolving line of credit Level 2 505,000 476,304 35,000 33,968 __________ (1) The carrying amount of the long-term debt does not reflect unamortized debt discount and issuance costs of $19.7 million and $23.5 million at December 31, 2022 and 2021, respectively, which are netted against long-term debt on the consolidated balance sheets. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summarized Financial Information by Operating Group | Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The Corporate and Other non-reportable segment includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Intersegment revenue and expenses are eliminated through the Corporate and Other column. Service center expenses and other overhead are allocated to the Company’s Operating Groups based on either revenue or headcount as applicable to each expense. For the Year Ended December 31, 2022 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 558,776 $ 307,748 $ 118,581 $ 38,457 $ (42,842) $ 980,720 Operating expenses: Commissions, employee compensation and benefits (1) 385,492 218,859 72,763 24,969 17,362 719,445 Other operating expenses 73,638 31,313 17,736 7,966 43,055 173,708 Amortization 50,209 16,946 12,809 1,769 5 81,738 Change in fair value of contingent consideration 26,429 5,354 253 271 — 32,307 Depreciation 1,476 615 207 71 2,251 4,620 Total operating expenses 537,244 273,087 103,768 35,046 62,673 1,011,818 Operating income (loss) 21,532 34,661 14,813 3,411 (105,515) (31,098) Other income (expense): Interest income (expense), net 232 — 30 — (71,334) (71,072) Other income (expense), net 265 (371) (2) — 26,245 26,137 Total other income (expense) 497 (371) 28 — (45,089) (44,935) Income (loss) before income taxes 22,029 34,290 14,841 3,411 (150,604) (76,033) Income tax expense — — — — 715 715 Net income (loss) $ 22,029 $ 34,290 $ 14,841 $ 3,411 $ (151,319) $ (76,748) Capital expenditures $ 1,738 $ 5,655 $ 2,533 $ 485 $ 11,568 $ 21,979 At December 31, 2022 Total assets $ 2,240,483 $ 616,117 $ 457,768 $ 72,736 $ 75,078 $ 3,462,182 __________ (1) During the year ended December 31, 2022, the Middle Market Operating Group recorded intercompany commissions and fees from activity with the Specialty Operating Group of $1.7 million; the Specialty Operating Group recorded intercompany commissions and fees from activity with itself of $3.7 million; the MainStreet Operating Group recorded intercompany commissions and fees from activity with the Middle Market and Specialty Operating Groups of $36.1 million; and the Medicare Operating Group recorded intercompany commissions and fees from activity with itself of $1.3 million. These intercompany commissions and fees are eliminated through Corporate and Other. For the Year Ended December 31, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 363,822 $ 144,455 $ 34,344 $ 27,392 $ (2,723) $ 567,290 Operating expenses: Commissions, employee compensation and benefits (1) 234,652 102,824 22,884 16,309 23,381 400,050 Other operating expenses 50,037 13,716 4,970 5,289 28,150 102,162 Amortization 34,056 11,326 1,617 1,716 5 48,720 Change in fair value of contingent consideration 32,735 11,881 926 (346) — 45,196 Depreciation 1,483 184 255 90 776 2,788 Total operating expenses 352,963 139,931 30,652 23,058 52,312 598,916 Operating income (loss) 10,859 4,524 3,692 4,334 (55,035) (31,626) Other income (expense): Interest income (expense), net (150) (2) — 1 (26,748) (26,899) Other income (expense), net 573 (38) — (4) (107) 424 Total other income (expense) 423 (40) — (3) (26,855) (26,475) Income (loss) before income taxes 11,282 4,484 3,692 4,331 (81,890) (58,101) Income tax expense — — — — 19 19 Net income (loss) $ 11,282 $ 4,484 $ 3,692 $ 4,331 $ (81,909) $ (58,120) Capital expenditures $ 949 $ 590 $ 99 $ 92 $ 3,591 $ 5,321 At December 31, 2021 Total assets $ 2,142,485 $ 549,662 $ 61,322 $ 56,472 $ 66,366 $ 2,876,307 __________ (1) During the year ended December 31, 2021, the Middle Market Operating Group recorded intercompany commissions and fees from activity with the Specialty Operating Group of $1.5 million; the Specialty Operating Group recorded intercompany commissions and fees from activity with itself of $0.2 million; the MainStreet Operating Group recorded intercompany commissions and fees from activity with the Middle Market and Specialty Operating Groups of $0.5 million; and the Medicare Operating group recorded intercompany commissions and fees from activity with itself of $0.6 million. Intercompany commissions and fees and intercompany commissions, employee compensation and benefits expense are eliminated through Corporate and Other. For the Year Ended December 31, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Revenues: Commissions and fees (1) $ 103,393 $ 88,876 $ 30,361 $ 19,320 $ (1,031) $ 240,919 Operating expenses: Commissions, employee compensation and benefits (1) 66,303 67,189 17,852 10,889 11,881 174,114 Other operating expenses 16,319 5,746 4,440 3,504 18,051 48,060 Amortization 7,037 9,131 1,730 1,132 8 19,038 Change in fair value of contingent consideration 143 16,707 3,187 479 — 20,516 Depreciation 586 167 251 53 72 1,129 Total operating expenses 90,388 98,940 27,460 16,057 30,012 262,857 Operating income (loss) 13,005 (10,064) 2,901 3,263 (31,043) (21,938) Other income (expense): Interest income (expense), net 46 — 4 — (7,907) (7,857) Other expense, net (66) (28) — — (1) (95) Total other income (expense) (20) (28) 4 — (7,908) (7,952) Income (loss) before taxes 12,985 (10,092) 2,905 3,263 (38,951) (29,890) Income tax benefit — — — — (5) (5) Net income (loss) $ 12,985 $ (10,092) $ 2,905 $ 3,263 $ (38,946) $ (29,885) Capital expenditures $ 629 $ 77 $ 109 $ 160 $ 4,494 $ 5,469 __________ (1) During the year ended December 31, 2020, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $0.5 million; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of $0.2 million; and the Medicare Operating group recorded intercompany commissions and fees revenue from activity with itself of $0.3 million. Intercompany commissions and fees and intercompany commissions, employee compensation and benefits expense are eliminated through Corporate and Other. |
Business and Basis of Present_2
Business and Basis of Presentation - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Entity Information [Line Items] | |||
Number of Reportable Segments | segment | 4 | ||
Premiums payable to insurance companies | $ 471,294 | $ 315,907 | |
Producer commissions payable | 53,927 | 35,971 | |
Tax distributions to BRP's LLC Members | 4,321 | 5,072 | |
Equity issued in business combinations | 4,809 | 194,607 | $ 186,120 |
Noncontrolling Interest | |||
Entity Information [Line Items] | |||
Tax distributions to BRP's LLC Members | 4,321 | 5,072 | |
Equity issued in business combinations | 2,282 | 107,990 | 78,238 |
Additional Paid-in Capital | |||
Entity Information [Line Items] | |||
Equity issued in business combinations | $ 2,525 | 86,606 | $ 107,867 |
Revision of Prior Period, Error Correction, Adjustment | |||
Entity Information [Line Items] | |||
Premiums payable to insurance companies | 5,900 | ||
Producer commissions payable | (5,900) | ||
Revision of Prior Period, Error Correction, Adjustment | Noncontrolling Interest | |||
Entity Information [Line Items] | |||
Tax distributions to BRP's LLC Members | (5,100) | ||
Equity issued in business combinations | 5,100 | ||
Revision of Prior Period, Error Correction, Adjustment | Additional Paid-in Capital | |||
Entity Information [Line Items] | |||
Tax distributions to BRP's LLC Members | 5,100 | ||
Equity issued in business combinations | $ (5,100) | ||
BRP Group, Inc. | |||
Entity Information [Line Items] | |||
Date of incorporation or formation | Jul. 01, 2019 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Entity Information [Line Items] | ||||
Allowance for estimated policy cancellations | $ 8,400,000 | $ 5,200,000 | ||
Producer commissions chargeback | 3,300,000 | 2,300,000 | ||
Capitalized software | 10,100,000 | |||
Debt financing costs included in other assets, gross | 6,400,000 | 4,900,000 | ||
Deferred financing costs included in other assets, accumulated amortization | 2,800,000 | 1,800,000 | ||
Deferred financing costs included in long-term debt, gross | 27,000,000 | 26,600,000 | ||
Deferred financing costs included in long-term debt, accumulated amortization | 7,300,000 | 3,200,000 | ||
Amortization of deferred financing costs | 5,120,000 | 3,506,000 | $ 1,002,000 | |
IBNR Reserve | $ 1,800,000 | 1,100,000 | ||
Income tax benefit, percentage of benefit payable to noncontrolling owners | 85% | |||
Change in fair value of advisor incentive liabilities | $ 1,200,000 | $ 1,200,000 | $ 400,000 | |
Payments for Incentive to Advisor | $ 4,800,000 | |||
Cash, FDIC Insured Amount | $ 250,000 | |||
Acquired relationships | Minimum | ||||
Entity Information [Line Items] | ||||
Useful Life | 1 year | |||
Acquired relationships | Maximum | ||||
Entity Information [Line Items] | ||||
Useful Life | 20 years | |||
Trade Names | Minimum | ||||
Entity Information [Line Items] | ||||
Useful Life | 1 year | |||
Trade Names | Maximum | ||||
Entity Information [Line Items] | ||||
Useful Life | 20 years | |||
Software | Minimum | ||||
Entity Information [Line Items] | ||||
Useful Life | 2 years | |||
Software | Maximum | ||||
Entity Information [Line Items] | ||||
Useful Life | 5 years | |||
Customer One [Member] | Customer Concentration Risk [Member] | Revenue Benchmark | ||||
Entity Information [Line Items] | ||||
Concentration | 13% |
Significant Accounting Polici_5
Significant Accounting Policies Property and Equipment Useful Life Table (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Furniture | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Furniture | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 20 years |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) numberOfBusinessCombinations | |
Business Acquisition [Line Items] | |
Number of Businesses Acquired | numberOfBusinessCombinations | 3 |
Total consideration | $ 413,797 |
Goodwill Amortization Period, Income Tax Basis | 15 years |
Total revenues recognized from business combinations | $ 82,100 |
Net income recognized from business combinations | 24,900 |
Acquisition related costs incurred | 2,300 |
Westwood | |
Business Acquisition [Line Items] | |
Total consideration | $ 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) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination, Consideration Transferred [Abstract] | |
Cash consideration paid | $ 390,354 |
Fair value of contingent earnout consideration | 14,918 |
Fair value of equity interest | 4,809 |
Deferred payment | 3,716 |
Total consideration | 413,797 |
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 | 223,684 |
Goodwill | 187,785 |
Total assets acquired | 419,959 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |
Premiums payable to insurance companies | (218) |
Producer commissions payable | (2,488) |
Other liabilities | (3,456) |
Total liabilities acquired | (6,162) |
Net assets acquired | 413,797 |
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 obligations | 15,000 |
All Others | |
Business Combination, Consideration Transferred [Abstract] | |
Cash consideration paid | 17,415 |
Fair value of contingent earnout consideration | 2,194 |
Fair value of equity interest | 4,809 |
Deferred payment | 3,716 |
Total consideration | 28,134 |
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 | 14,484 |
Goodwill | 13,058 |
Total assets acquired | 30,707 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |
Premiums payable to insurance companies | 0 |
Producer commissions payable | 0 |
Other liabilities | (2,573) |
Total liabilities acquired | (2,573) |
Net assets acquired | 28,134 |
Maximum potential contingent obligations | 12,294 |
Totals | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | |
Maximum potential contingent obligations | $ 27,294 |
Business Combinations - Sched_2
Business Combinations - Schedule of Weighted-Average Lives of Intangible Assets Acquired in Business Combinations (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 223,684 |
Acquired relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 189,750 |
Weighted Average Life | 20 years |
Software | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 29,500 |
Weighted Average Life | 5 years |
Trade names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets | $ 4,434 |
Weighted Average Life | 4 years 10 months 24 days |
Business Combinations - Sched_3
Business Combinations - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Total revenues(1) | $ 1,014,488 | $ 664,968 |
Net loss(1) | (78,817) | (66,474) |
Net loss attributable to BRP Group(1) | $ (42,850) | $ (34,742) |
Basic loss per share | $ (0.75) | $ (0.73) |
Diluted loss per share | $ (0.75) | $ (0.73) |
Weighted-average shares of Class A common stock outstanding - basic | 56,942 | 47,814 |
Weighted-average shares of Class A common stock outstanding - diluted | 56,942 | 47,814 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Variable Interest Entity [Line Items] | |||
Expenses | $ 1,011,818 | $ 598,916 | $ 262,857 |
Assets | 3,462,182 | 2,876,307 | |
Liabilities | 2,322,143 | 1,688,751 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Revenues | 1,700 | 1,000 | 800 |
Expenses | 1,000 | 600 | $ 700 |
Assets | 400 | 600 | |
Liabilities | $ 100 | $ 100 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total commissions and fees | $ 980,720 | $ 567,290 | $ 240,919 |
Capitalized Contract Cost, Amortization Period | 5 years | ||
Commission Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | $ 786,794 | 472,495 | 196,537 |
Profit Sharing Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | 66,091 | 37,392 | 16,397 |
Consulting and Service Fee Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | 61,244 | 30,182 | 3,509 |
Policy Fee and Installment Fee Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | 55,362 | 19,903 | 15,236 |
Other Income | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | $ 11,229 | $ 7,318 | $ 9,240 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 278,023 | $ 168,550 |
Contract liabilities | $ 30,981 | $ 18,178 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contract assets related to current year business combinations | $ 5.9 |
Revenue recognized related to contract liabilities | $ 18.2 |
Schedule of Deferred Commission
Schedule of Deferred Commission Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Deferred Commission Expense [Roll Forward] | ||
Balance at beginning of year | $ 11,336 | $ 4,751 |
Costs capitalized | 14,967 | 8,812 |
Amortization | (4,634) | (2,227) |
Balance at end of year | $ 21,669 | $ 11,336 |
Summary of Property and Equipme
Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 34,067 | $ 21,772 |
Accumulated depreciation | (8,662) | (4,298) |
Property and equipment, net | 25,405 | 17,474 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 19,331 | 9,151 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,072 | 7,967 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,132 | 3,970 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,190 | 0 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 342 | $ 684 |
Property and Equipment, Net Pro
Property and Equipment, Net Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 4,620 | $ 2,788 | $ 1,129 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets acquired in asset acquisitions | $ 3,400 | $ 4,200 | |
Amortization for intangible assets | $ 81,738 | $ 48,720 | $ 19,038 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,025,857 | $ 1,263,046 |
Accumulated Amortization | (81,390) | (163,128) |
Net Carrying Value | 944,467 | 1,099,918 |
Acquired relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 959,925 | 1,153,031 |
Accumulated Amortization | (59,542) | (124,228) |
Net Carrying Value | 900,383 | 1,028,803 |
Measurement period adjustment, intangible assets | 4,600 | |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 41,743 | 81,392 |
Accumulated Amortization | (18,265) | (30,790) |
Net Carrying Value | 23,478 | 50,602 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 24,189 | 28,623 |
Accumulated Amortization | (3,583) | (8,110) |
Net Carrying Value | 20,606 | $ 20,513 |
Measurement period adjustment, intangible assets | $ 200 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule of Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2023 | $ 91,207 |
2024 | 89,366 |
2025 | 89,401 |
2026 | 84,924 |
2027 | $ 74,684 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | |||
Balance at beginning of year | $ 1,228,741 | $ 651,502 | |
Goodwill of acquired businesses | 187,785 | 579,445 | |
Measurement period adjustments(2) | 5,534 | (2,206) | $ 0 |
Balance at end of year | 1,422,060 | 1,228,741 | 651,502 |
Measurement period adjustment, assets other than goodwill | (3,800) | 5,400 | |
Measurement period adjustment, liabilities | 9,100 | (5,100) | |
Measurement period adjustment, cash consideration transferred | 200 | (2,500) | |
Middle Market | |||
Goodwill [Roll Forward] | |||
Balance at beginning of year | 901,127 | 526,858 | |
Goodwill of acquired businesses | 0 | 376,475 | |
Measurement period adjustments(2) | 5,018 | (2,206) | |
Balance at end of year | 906,145 | 901,127 | 526,858 |
Specialty | |||
Goodwill [Roll Forward] | |||
Balance at beginning of year | 264,018 | 65,319 | |
Goodwill of acquired businesses | 6,877 | 198,699 | |
Measurement period adjustments(2) | 516 | 0 | |
Balance at end of year | 271,411 | 264,018 | 65,319 |
MainStreet | |||
Goodwill [Roll Forward] | |||
Balance at beginning of year | 38,892 | 38,892 | |
Goodwill of acquired businesses | 174,727 | 0 | |
Measurement period adjustments(2) | 0 | 0 | |
Balance at end of year | 213,619 | 38,892 | 38,892 |
Medicare | |||
Goodwill [Roll Forward] | |||
Balance at beginning of year | 24,704 | 20,433 | |
Goodwill of acquired businesses | 6,181 | 4,271 | |
Measurement period adjustments(2) | 0 | 0 | |
Balance at end of year | $ 30,885 | $ 24,704 | $ 20,433 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 44,903 | $ 22,460 |
Contract liabilities | $ 30,981 | $ 18,178 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Current portion of operating lease liabilities | $ 14,043 | $ 12,520 |
Deferred consideration payments | 6,840 | 12,355 |
Accrued expenses | 13,101 | 9,731 |
Current portion of long-term debt | 8,509 | 8,521 |
Tax distribution payable | 0 | 5,072 |
Other | 7,366 | 3,386 |
Accrued expenses and other current liabilities | $ 125,743 | $ 92,223 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 12 Months Ended | ||||||||||||
Dec. 31, 2022 | Mar. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2022 | May 05, 2022 | Dec. 16, 2021 | Aug. 31, 2021 | Aug. 06, 2021 | Mar. 08, 2021 | Mar. 04, 2021 | Oct. 14, 2020 | |
Interest Rate Cap, Expiration March 2022 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative notional amount | $ 300,000,000 | ||||||||||||
Interest Rate Cap, Expiration March 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative notional amount | 300,000,000 | ||||||||||||
Interest Rate Cap, Expiration March 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative notional amount | 300,000,000 | ||||||||||||
Derivative, notional amount, sold | $ 300,000,000 | ||||||||||||
Interest Rate Cap, Expiration August 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative notional amount | $ 100,000,000 | ||||||||||||
Derivative interest rate | 3% | ||||||||||||
Derivative, notional amount, sold | $ 100,000,000 | ||||||||||||
Interest Rate Cap, Expiration August 2028, One | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative notional amount | $ 100,000,000 | ||||||||||||
Derivative interest rate | 3% | ||||||||||||
Derivative, notional amount, sold | $ 100,000,000 | ||||||||||||
Interest Rate Cap | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate caps | $ 15,200,000 | $ 6,300,000 | $ 15,200,000 | $ 6,300,000 | |||||||||
Proceeds from sale of interest rate caps | 19,000,000 | ||||||||||||
Gain on interest rate caps | 24,000,000 | ||||||||||||
Realized gain on sale of interest rate caps | (13,500,000) | ||||||||||||
Settlements received on interest rate caps | (2,200,000) | ||||||||||||
Loss on interest rate caps | 100,000 | ||||||||||||
Interest Rate Cap, Expiration November 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative notional amount | $ 600,000,000 | ||||||||||||
Interest Rate Cap, Expiration November 2025 - WF | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative notional amount | $ 600,000,000 | ||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap, Expiration March 2022 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative interest rate | 0.75% | ||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap, Expiration March 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative interest rate | 1.50% | ||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap, Expiration March 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative interest rate | 2.50% | 2.50% | |||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap, Expiration August 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative interest rate | 3% | ||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap, Expiration November 2025 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative interest rate | 7% | ||||||||||||
London Interbank Offered Rate (LIBOR) | Interest Rate Cap, Expiration November 2025 - WF | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Derivative interest rate | 7% | ||||||||||||
JPMorgan Chase Bank, N.A. [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Capitalized Debt Issuance Costs | 1,800,000 | $ 12,700,000 | |||||||||||
Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | $ 800,000,000 | ||||||||||||
Credit Agreement Amendments 2021 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | 1,325,000,000 | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | 400,000,000 | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendment No. 5 March 2022 | Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Remaining borrowing capacity | 95,000,000 | 95,000,000 | |||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | $ 600,000,000 | ||||||||||||
Long-term Line of Credit | 505,000,000 | $ 505,000,000 | |||||||||||
Commitment fee | $ 0.0040 | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit spread adjustment (in basis points) | 0.10% | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | Minimum | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate (in basis points) | 2% | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | Maximum | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate (in basis points) | 3% | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendment No. 3 August 2021 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 7.41% | 7.41% | |||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendments 2021 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | $ 475,000,000 | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendments 2021 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate (in basis points) | 2% | ||||||||||||
JPMorgan Credit Agreement | Credit Agreement Amendments 2021 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate (in basis points) | 3% | ||||||||||||
Secured Debt [Member] | Credit Agreement October 2020 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | $ 400,000,000 | ||||||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding borrowings on term loan | $ 838,100,000 | $ 838,100,000 | |||||||||||
Interest rate | 7.79% | ||||||||||||
Secured Debt [Member] | Credit Agreement Amendments 2021 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | $ 850,000,000 | ||||||||||||
Secured Debt [Member] | Credit Agreement Amendments 2021 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate (in basis points) | 3.50% | ||||||||||||
LIBOR floor (in basis points) | 0.50% |
Long-term Debt - Schedule of Fu
Long-term Debt - Schedule of Future Maturities of Term Loan (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 8,509 | |
2024 | 8,509 | |
2025 | 8,509 | |
2026 | 8,509 | |
2027 | 804,078 | |
Total long-term debt | 838,114 | |
Less: unamortized debt discount and issuance costs | (19,743) | $ (23,500) |
Net long-term debt | $ 818,371 |
Leases - Schedule of Assets and
Leases - Schedule of Assets and Liabilities Related to Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Right-of-use assets | $ 96,465 | $ 81,646 |
Liabilities: | ||
Operating lease liabilities, current portion | 14,043 | 12,520 |
Operating lease liabilities, less current portion | 87,692 | 71,357 |
Total | $ 101,735 | $ 83,877 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease costs | $ 19,921 | $ 13,086 |
Variable lease costs | $ 3,073 | $ 2,853 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Leases [Abstract] | |
Total rent expense for operating lease under topic 840 | $ 7.6 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash flows used in operating leases | $ 17,125 | $ 11,562 | |
Operating lease non-cash items: | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 24,910 | 86,524 | $ 0 |
Right-of-use assets increased through lease modifications and reassessments | $ 5,905 | $ 6,131 | $ 0 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Remaining lease term | 6 years 2 months 12 days | 6 years 7 months 6 days |
Discount rate | 5.10% | 3.60% |
Leases - Future Minimum Rental
Leases - Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 18,776 |
2024 | 19,353 |
2025 | 18,592 |
2026 | 17,093 |
2027 | 16,157 |
Thereafter | 30,251 |
Total future minimum lease payments | 120,222 |
Less: amounts representing interest or imputed interest | (18,487) |
Present value of lease liabilities | $ 101,735 |
Stockholders_ Equity and Noncon
Stockholders’ Equity and Noncontrolling Interest - Additional Information (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Preferred Stock, shares authorized (in shares) | 50,000,000 | |
Preferred Stock, par value (in dollars per share) | $ 0.01 | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 300,000,000 | 300,000,000 |
Par value (in dollars per share) | $ 0.01 | $ 0.01 |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Stockholders' Equity and Nonc_2
Stockholders' Equity and Noncontrolling Interest - Rollforward of Common Stock Outstanding (Details) - Common Stock - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class A Common Stock | |||
Shares Issued | |||
Balance at beginning of period (in shares) | 58,602,859 | 44,953,166 | 19,362,984 |
Shares issued (in shares) | 9,200,000 | 23,287,500 | |
Redemption of Class B shares of common stock for Class A shares (in shares) | (1,841,134) | (931,471) | (253,599) |
Balance of end of period (in shares) | 61,447,368 | 58,602,859 | 44,953,166 |
Class A Common Stock | Omnibus Plan | |||
Shares Issued | |||
Restricted stock grants (in shares) | 784,630 | 906,338 | 633,246 |
Class A Common Stock | Inducement Plan | |||
Shares Issued | |||
Restricted stock grants (in shares) | (7,593) | 1,558,694 | |
Class A Common Stock | Partnership Offering | |||
Shares Issued | |||
Shares issued (in shares) | 226,338 | 1,053,190 | 1,415,837 |
Class B Common Stock | |||
Shares Issued | |||
Balance at beginning of period (in shares) | 56,338,051 | 49,828,383 | 43,257,738 |
Shares redeemed in connect with follow-on offerings (in shares) | (4,091,667) | ||
Redemption of Class B shares of common stock for Class A shares (in shares) | (1,841,134) | (931,471) | (253,599) |
Shares repurchased (in shares) | (88,785) | ||
Equity issued in satisfaction of a liability (in shares) | 29,430 | ||
Forfeiture of unvested shares (in shares) | (21,429) | ||
Balance of end of period (in shares) | 54,504,918 | 56,338,051 | 49,828,383 |
Class B Common Stock | Partnership Offering | |||
Shares Issued | |||
Shares issued (in shares) | 7,441,139 | 11,004,696 |
Stockholders' Equity and Nonc_3
Stockholders' Equity and Noncontrolling Interest - Ownership Interest (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
LLC Units | ||
Interest in BRP held by BRP Group | 61,447,368 | 58,602,859 |
Noncontrolling interest in BRP held by BRP’s LLC Members | 54,504,918 | 56,338,051 |
Total | 115,952,286 | 114,940,910 |
Percentage | ||
Total | 100% | 100% |
Baldwin Risk Partners, LLC | ||
Percentage | ||
Interest in BRP held by BRP Group | 53% | 51% |
BRP Group, Inc. | ||
Percentage | ||
Noncontrolling interest in BRP held by BRP’s LLC Members | 47% | 49% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 113 | $ 113 | $ 1,668 | |
Related party notes | 1,500 | 1,500 | 61,500 | |
Monthly rent expense | 17,125 | 11,562 | ||
Right-of-use assets | 96,465 | 96,465 | 81,646 | |
Present value of lease liabilities | 101,735 | 101,735 | ||
Villages Broker Commissions | ||||
Related Party Transaction [Line Items] | ||||
Related party commissions revenue | 2,100 | 1,800 | $ 1,100 | |
Director Broker Commissions | ||||
Related Party Transaction [Line Items] | ||||
Related party commissions revenue | 300 | 300 | 500 | |
Commission Expense | Brothers of Board Chair | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 600 | 600 | 600 | |
Consulting Expense | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 1,200 | |||
Villages Leased Facilities | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 400 | 500 | 500 | |
Right-of-use assets | 1,700 | 1,700 | ||
Present value of lease liabilities | 1,700 | 1,700 | ||
Other Related Parties Leased Facilities | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 3,800 | 2,500 | $ 1,500 | |
Right-of-use assets | 15,000 | 15,000 | 17,900 | |
Present value of lease liabilities | 15,400 | 15,400 | $ 18,200 | |
University Donation Commitment | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction | $ 300 | |||
Minimum | Villages Leased Facilities | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense | 3 | |||
Minimum | Other Related Parties Leased Facilities | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense | 1 | |||
Maximum | Villages Leased Facilities | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense | 13 | |||
Maximum | Other Related Parties Leased Facilities | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense | $ 59 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of shares that vested and settled | $ 21,400 | $ 6,000 | $ 2,100 | ||
Non-vested shares expected to vest (in shares) | 2,871,927 | 2,871,927 | |||
Share based compensation expense | $ 47,400 | $ 19,200 | $ 7,700 | ||
Total unrecognized compensation cost related to unvested shares of restricted stock | $ 75,400 | $ 75,400 | |||
Total unrecognized compensation cost related to unvested shares of restricted stock, weighted average period of recognition | 2 years 4 months 24 days | ||||
Vested in period (in shares) | 756,655 | 279,494 | 175,372 | ||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-vested shares expected to vest (in shares) | 288,023 | 288,023 | |||
Non-vested shares expected to vest at end of period, aggregate intrinsic value | $ 7,200 | $ 7,200 | |||
Non-vested shares expected to vest, weighted-average contractual term | 1 year 10 months 24 days | ||||
Omnibus Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares reserved for future issuance, annual increase based on percentage of outstanding stock | 2% | ||||
Maximum annual compensation payable to administrators of plan | $ 250 | ||||
Number of shares available for grant (in shares) | 1,224,470 | 1,224,470 | |||
Aggregate maximum value | $ 14,200 | $ 8,800 | |||
Omnibus Plan | Restricted Stock | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Aggregate grant date value | $ 1,500 | 1,000 | |||
Omnibus Plan | Performance Shares | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award performance period | 3 years | ||||
Aggregate grant date value | $ 5,100 | $ 3,100 | |||
Inducement Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 1,448,899 | 1,448,899 | |||
Vesting period | 1 year | ||||
Class A Common Stock | Omnibus Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 6,142,862 | 6,142,862 | |||
Class A Common Stock | Omnibus Plan | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 2,319,045 | ||||
Class A Common Stock | Inducement Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 3,000,000 | 3,000,000 | |||
Class B Common Stock | Management Incentive Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period (in shares) | 450,744 | 467,237 | 609,500 | ||
Nonvested and expected to vest by December 2023 (in shares) | 429,747 | ||||
Cliff Vesting | Omnibus and Inducement Plans | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Cliff Vesting | Omnibus and Inducement Plans | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Ratable Vesting | Omnibus and Inducement Plans | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Ratable Vesting | Omnibus and Inducement Plans | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years |
Share-Based Compensation - Acti
Share-Based Compensation - Activity for Non-Vested Awards Granted under the Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | |||
Outstanding at beginning of period (in shares) | 3,215,731 | 826,027 | 330,244 |
Granted (in shares) | 1,258,300 | 2,758,207 | 709,426 |
Vested and settled (in shares) | (756,655) | (279,494) | (175,372) |
Forfeited (in shares) | (122,073) | (89,009) | (38,271) |
Outstanding at end of period (in shares) | 3,595,303 | 3,215,731 | 826,027 |
Non-vested shares expected to vest (in shares) | 2,871,927 | ||
Weighted-Average Grant-Date Fair Value Per Share | |||
Outstanding at beginning of period (in dollars per share) | $ 28.83 | $ 15.92 | $ 14 |
Granted (in dollars per share) | 26.58 | 31.72 | 15.79 |
Vested and settled (in dollars per share) | 28.24 | 21.33 | 12.09 |
Forfeited (in dollars per share) | 26.75 | 22.25 | 14.40 |
Outstanding at beginning of period (in dollars per share) | 28.26 | $ 28.83 | $ 15.92 |
Non-vested shares expected to vest (in dollars per share) | $ 28.35 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used in Calculating Fair Value in Equity Instruments Other than Options (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Expected volatility minimum | 19% | 18% |
Expected volatility maximum | 267% | 172% |
Risk-free interest rate | 2% | 0.27% |
Expected term | 2 years 9 months 18 days | 2 years 8 months 12 days |
Retirement Plan (Details)
Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Company Contribution Amount | $ 11.4 | $ 5.1 | $ 1.3 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 103,892 | $ 83,871 |
Income tax benefit, percentage of benefit payable to noncontrolling owners | 85% | |
Income Tax Benefit, Percentage Of Benefit Payable To Controlling Owners | 0.15 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Federal | $ 18 | $ 11 | $ 0 |
State and local | 693 | 3 | 0 |
Total current income tax expense | 711 | 14 | 0 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | (2) | 4 | (4) |
State and local | 6 | 1 | (1) |
Total deferred income tax expense (benefit) | 4 | 5 | (5) |
Total income tax expense (benefit) | $ 715 | $ 19 | $ (5) |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $ (76,033) | $ (58,101) | $ (29,890) |
Noncontrolling interest | $ 9,415 | $ 7,072 | $ 4,415 |
Statutory Income Tax Rate | 21% | 21% | 21% |
Tax provision at statutory rate (21%) | $ (15,966) | $ (12,201) | $ (6,280) |
Valuation allowance | 8,787 | 6,942 | 3,383 |
State and local income tax | (2,659) | (2,403) | (1,215) |
Share-based compensation | 124 | (467) | (175) |
MIU issuance | 187 | 452 | 22 |
IRC 162(m) | 152 | 435 | 0 |
Meals and entertainment | 291 | 86 | 110 |
State rate change | 824 | (12) | (206) |
True-up and adjustments | (502) | 3 | (157) |
Other | 62 | 112 | 98 |
Total income tax expense (benefit) | $ 715 | $ 19 | $ (5) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets [Abstract] | ||
Investment in Partnerships | $ 86,871 | $ 75,368 |
Net operating loss | 6,313 | 6,018 |
Capitalized transaction costs | 2,147 | 2,304 |
Charitable contributions | 442 | 143 |
163(j) limitation carryforward | 8,119 | 38 |
Total deferred tax assets | 103,892 | 83,871 |
Less: valuation allowance | (103,892) | (83,871) |
Net deferred tax assets | $ 0 | $ 0 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from calculation of diluted EPS | 3,307,280 | 3,119,909 | 826,027 |
Class B Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from calculation of diluted EPS | 54,504,918 | 56,338,051 | 49,828,383 |
Earnings (Loss) Per Share Sched
Earnings (Loss) Per Share Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Loss attributable to BRP Group | $ (41,772) | $ (30,646) | $ (15,696) |
Weighted-average shares of Class A common stock outstanding, basic | 56,825,348 | 47,587,866 | 27,175,705 |
Weighted-average shares of Class A common stock outstanding, Diluted | 56,825,348 | 47,587,866 | 27,175,705 |
Basic loss per share (in dollars per share) | $ (0.74) | $ (0.64) | $ (0.58) |
Diluted loss per share (in dollars per share) | $ (0.74) | $ (0.64) | $ (0.58) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Level 2 Assets | $ 3,462,182 | $ 2,876,307 |
Level 3 Liabilities | 2,322,143 | 1,688,751 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent earnout liabilities | 266,936 | 258,589 |
Level 3 Liabilities | 266,936 | 258,589 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | 15,150 | 6,338 |
Level 2 Assets | $ 15,150 | $ 6,338 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Maximum estimated exposure to contingent earnout liabilities | $ 954,300,000 | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | ||
Contingent Earnout Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Change in estimated fair value of contingent earnout liabilities | $ 32,300,000 | $ 45,200,000 | $ 20,400,000 |
Fair Value, Recurring | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Interest rate caps | $ 15,200,000 | $ 6,300,000 | |
Minimum | Revenue or EBITDA Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.08 | 0.05 | |
Minimum | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.0650 | 0.0500 | |
Maximum | Revenue or EBITDA Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.35 | 0.22 | |
Maximum | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.1800 | 0.1550 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | ||
Measurement period adjustment, liabilities | $ 9,100 | $ (5,100) |
Contingent Earnout Liabilities | ||
Liabilities: | ||
Balance at beginning of year | 258,589 | 164,819 |
Fair value of contingent consideration recorded | 14,918 | 122,622 |
Change in fair value of contingent consideration | (32,307) | (45,196) |
Settlement of contingent consideration(2) | (38,878) | (74,048) |
Balance at end of year | 266,936 | 258,589 |
Measurement period adjustment, liabilities | (4,700) | |
Issuances, Gross | 127,300 | |
Liability settlement through issuance of notes payable | $ 2,100 | $ 61,500 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Debt discount and issuance costs | $ 19,743 | $ 23,500 |
Carrying Amount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt(1) | 838,114 | 846,623 |
Revolving line of credit | 505,000 | 35,000 |
Estimated Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt(1) | 816,155 | 870,120 |
Revolving line of credit | $ 476,304 | $ 33,968 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitment to USF | $ 4.7 | $ 5.3 |
Probable loss | $ 1.7 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information by Operating Group (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Commissions and fees | $ 980,720 | $ 567,290 | $ 240,919 |
Commissions, employee compensation and benefits | 719,445 | 400,050 | 174,114 |
Other operating expenses | 173,708 | 102,162 | 48,060 |
Amortization expense | 81,738 | 48,720 | 19,038 |
Change in fair value of contingent consideration | 32,307 | 45,196 | 20,516 |
Depreciation expense | 4,620 | 2,788 | 1,129 |
Total operating expenses | 1,011,818 | 598,916 | 262,857 |
Operating income (loss) | (31,098) | (31,626) | (21,938) |
Interest income (expense), net | (71,072) | (26,899) | (7,857) |
Other income (expense), net | 26,137 | 424 | (95) |
Total other income (expense) | (44,935) | (26,475) | (7,952) |
Income (loss) before income taxes | (76,033) | (58,101) | (29,890) |
Income tax expense (benefit) | 715 | 19 | (5) |
Net income (loss) | (76,748) | (58,120) | (29,885) |
Capital expenditures | 21,979 | 5,321 | 5,469 |
Assets | 3,462,182 | 2,876,307 | |
Middle Market | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 558,776 | 363,822 | 103,393 |
Commissions, employee compensation and benefits | 385,492 | 234,652 | 66,303 |
Other operating expenses | 73,638 | 50,037 | 16,319 |
Amortization expense | 50,209 | 34,056 | 7,037 |
Change in fair value of contingent consideration | 26,429 | 32,735 | 143 |
Depreciation expense | 1,476 | 1,483 | 586 |
Total operating expenses | 537,244 | 352,963 | 90,388 |
Operating income (loss) | 21,532 | 10,859 | 13,005 |
Interest income (expense), net | 232 | (150) | 46 |
Other income (expense), net | 265 | 573 | (66) |
Total other income (expense) | 497 | 423 | (20) |
Income (loss) before income taxes | 22,029 | 11,282 | 12,985 |
Income tax expense (benefit) | 0 | 0 | 0 |
Net income (loss) | 22,029 | 11,282 | 12,985 |
Capital expenditures | 1,738 | 949 | 629 |
Assets | 2,240,483 | 2,142,485 | |
Middle Market | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (1,700) | (1,500) | (500) |
Specialty | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 307,748 | 144,455 | 88,876 |
Commissions, employee compensation and benefits | 218,859 | 102,824 | 67,189 |
Other operating expenses | 31,313 | 13,716 | 5,746 |
Amortization expense | 16,946 | 11,326 | 9,131 |
Change in fair value of contingent consideration | 5,354 | 11,881 | 16,707 |
Depreciation expense | 615 | 184 | 167 |
Total operating expenses | 273,087 | 139,931 | 98,940 |
Operating income (loss) | 34,661 | 4,524 | (10,064) |
Interest income (expense), net | 0 | (2) | 0 |
Other income (expense), net | (371) | (38) | (28) |
Total other income (expense) | (371) | (40) | (28) |
Income (loss) before income taxes | 34,290 | 4,484 | (10,092) |
Income tax expense (benefit) | 0 | 0 | 0 |
Net income (loss) | 34,290 | 4,484 | (10,092) |
Capital expenditures | 5,655 | 590 | 77 |
Assets | 616,117 | 549,662 | |
Specialty | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (3,700) | (200) | |
MainStreet | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 118,581 | 34,344 | 30,361 |
Commissions, employee compensation and benefits | 72,763 | 22,884 | 17,852 |
Other operating expenses | 17,736 | 4,970 | 4,440 |
Amortization expense | 12,809 | 1,617 | 1,730 |
Change in fair value of contingent consideration | 253 | 926 | 3,187 |
Depreciation expense | 207 | 255 | 251 |
Total operating expenses | 103,768 | 30,652 | 27,460 |
Operating income (loss) | 14,813 | 3,692 | 2,901 |
Interest income (expense), net | 30 | 0 | 4 |
Other income (expense), net | (2) | 0 | 0 |
Total other income (expense) | 28 | 0 | 4 |
Income (loss) before income taxes | 14,841 | 3,692 | 2,905 |
Income tax expense (benefit) | 0 | 0 | 0 |
Net income (loss) | 14,841 | 3,692 | 2,905 |
Capital expenditures | 2,533 | 99 | 109 |
Assets | 457,768 | 61,322 | |
MainStreet | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (36,100) | (500) | (200) |
Medicare | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 38,457 | 27,392 | 19,320 |
Commissions, employee compensation and benefits | 24,969 | 16,309 | 10,889 |
Other operating expenses | 7,966 | 5,289 | 3,504 |
Amortization expense | 1,769 | 1,716 | 1,132 |
Change in fair value of contingent consideration | 271 | (346) | 479 |
Depreciation expense | 71 | 90 | 53 |
Total operating expenses | 35,046 | 23,058 | 16,057 |
Operating income (loss) | 3,411 | 4,334 | 3,263 |
Interest income (expense), net | 0 | 1 | 0 |
Other income (expense), net | 0 | (4) | 0 |
Total other income (expense) | 0 | (3) | 0 |
Income (loss) before income taxes | 3,411 | 4,331 | 3,263 |
Income tax expense (benefit) | 0 | 0 | 0 |
Net income (loss) | 3,411 | 4,331 | 3,263 |
Capital expenditures | 485 | 92 | 160 |
Assets | 72,736 | 56,472 | |
Medicare | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (1,300) | (600) | (300) |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (42,842) | (2,723) | (1,031) |
Commissions, employee compensation and benefits | 17,362 | 23,381 | 11,881 |
Other operating expenses | 43,055 | 28,150 | 18,051 |
Amortization expense | 5 | 5 | 8 |
Change in fair value of contingent consideration | 0 | 0 | 0 |
Depreciation expense | 2,251 | 776 | 72 |
Total operating expenses | 62,673 | 52,312 | 30,012 |
Operating income (loss) | (105,515) | (55,035) | (31,043) |
Interest income (expense), net | (71,334) | (26,748) | (7,907) |
Other income (expense), net | 26,245 | (107) | (1) |
Total other income (expense) | (45,089) | (26,855) | (7,908) |
Income (loss) before income taxes | (150,604) | (81,890) | (38,951) |
Income tax expense (benefit) | 715 | 19 | (5) |
Net income (loss) | (151,319) | (81,909) | (38,946) |
Capital expenditures | 11,568 | 3,591 | $ 4,494 |
Assets | $ 75,078 | $ 66,366 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 4 |