DEI Statement
DEI Statement - shares | 3 Months Ended | |
Mar. 31, 2023 | May 03, 2023 | |
Document Information [Line Items] | ||
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001781755 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-39095 | |
Entity Registrant Name | BRP GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1937225 | |
Entity Address, Address Line One | 4211 W. Boy Scout Blvd. | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33607 | |
City Area Code | 866 | |
Local Phone Number | 279-0698 | |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Trading Symbol | BRP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 63,736,990 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 53,064,504 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 81,299 | $ 118,090 |
Restricted cash | 105,520 | 112,381 |
Premiums, commissions and fees receivable, net | 580,343 | 531,992 |
Prepaid expenses and other current assets | 13,199 | 9,823 |
Due from related parties | 114 | 113 |
Total current assets | 780,475 | 772,399 |
Property and equipment, net | 25,470 | 25,405 |
Right-of-use assets | 95,316 | 96,465 |
Other assets | 43,878 | 45,935 |
Intangible assets, net | 1,081,074 | 1,099,918 |
Goodwill | 1,422,060 | 1,422,060 |
Total assets | 3,448,273 | 3,462,182 |
Current Liabilities | ||
Premiums payable to insurance companies | 481,131 | 471,294 |
Producer commissions payable | 62,954 | 53,927 |
Accrued expenses and other current liabilities | 108,641 | 125,743 |
Related party notes payable | 1,525 | 1,525 |
Current portion of contingent earnout liabilities | 118,569 | 46,717 |
Total current liabilities | 772,820 | 699,206 |
Revolving line of credit | 485,000 | 505,000 |
Long-term debt, less current portion | 808,765 | 809,862 |
Contingent earnout liabilities, less current portion | 167,588 | 220,219 |
Operating lease liabilities, less current portion | 86,739 | 87,692 |
Other liabilities | 250 | 164 |
Total liabilities | 2,321,162 | 2,322,143 |
Mezzanine Equity | ||
Redeemable noncontrolling interest | 538 | 487 |
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Additional paid-in capital | 716,645 | 704,291 |
Accumulated deficit | (110,896) | (96,764) |
Stockholder notes receivable | (21) | (42) |
Total stockholders’ equity attributable to BRP Group | 606,359 | 608,104 |
Noncontrolling interest | 520,214 | 531,448 |
Total stockholders’ equity | 1,126,573 | 1,139,552 |
Total liabilities, mezzanine equity and stockholders’ equity | 3,448,273 | 3,462,182 |
Common Class A | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 626 | 614 |
Common Class B | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 5 | 5 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets | ||
Total assets | 1,300 | 400 |
Current Liabilities | ||
Total liabilities | $ 700 | $ 100 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 62,558,290 | 61,447,368 |
Common stock, shares outstanding | 62,558,290 | 61,447,368 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 53,670,277 | 54,504,918 |
Common stock, shares outstanding | 53,670,277 | 54,504,918 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues: | ||
Commissions and fees | $ 330,446 | $ 242,848 |
Operating expenses: | ||
Commissions, employee compensation and benefits | 230,954 | 153,750 |
Other operating expenses | 46,604 | 36,442 |
Amortization expense | 23,163 | 17,562 |
Change in fair value of contingent consideration | 24,758 | (5,632) |
Depreciation expense | 1,348 | 988 |
Total operating expenses | 326,827 | 203,110 |
Operating income | 3,619 | 39,738 |
Interest expense, net | (27,884) | (10,350) |
Other income (expense), net | (1,511) | 15,451 |
Total other income (expense) | (29,395) | 5,101 |
Income (loss) before income taxes | (25,776) | 44,839 |
Income tax expense | 78 | 0 |
Net income (loss) | (25,854) | 44,839 |
Less: net income (loss) attributable to noncontrolling interests | (11,722) | 21,970 |
Net income (loss) attributable to BRP Group | (14,132) | 22,869 |
Comprehensive income (loss) | (25,854) | 44,839 |
Comprehensive income (loss) attributable to noncontrolling interests | (11,722) | 21,970 |
Comprehensive income (loss) attributable to BRP Group | $ (14,132) | $ 22,869 |
Basic earnings (loss) per share | $ (0.24) | $ 0.41 |
Diluted earnings (loss) per share | $ (0.24) | $ 0.39 |
Weighted-average shares of Class A common stock outstanding - basic | 58,711,798 | 55,719,803 |
Weighted-average shares of Class A common stock outstanding - diluted | 58,711,798 | 58,715,825 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity and Mezzanine Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | Notes Receivable from Stockholders | Noncontrolling Interest | Redeemable Noncontrolling Interest | Common Class A Common Stock | Common Class B Common Stock |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 58,602,859 | 56,338,051 | ||||||
Balance at beginning of period, stockholders' equity at Dec. 31, 2021 | $ 1,187,287 | $ 663,002 | $ (54,992) | $ (219) | $ 578,904 | $ 586 | $ 6 | |
Balance at beginning of period, mezzanine equity at Dec. 31, 2021 | $ 269 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | 44,820 | 22,869 | 21,951 | 19 | ||||
Share-based compensation, net of forfeitures (in shares) | 117,899 | |||||||
Share-based compensation, net of forfeitures | 6,596 | 7,508 | (913) | $ 1 | ||||
Redemption and cancellation of Class B common stock (in shares) | 70,000 | (70,000) | ||||||
Redemption of Class B common stock | 633 | (634) | $ 1 | |||||
Repayment of stockholder notes receivable | 44 | 44 | ||||||
Balance at end of period (in shares) at Mar. 31, 2022 | 58,790,758 | 56,268,051 | ||||||
Balance at end of period, stockholders' equity at Mar. 31, 2022 | 1,238,747 | 671,143 | (32,123) | (175) | 599,308 | $ 588 | $ 6 | |
Balance at end of period, mezzanine equity at Mar. 31, 2022 | 288 | |||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | 61,447,368 | 54,504,918 | ||||||
Balance at beginning of period, stockholders' equity at Dec. 31, 2022 | 1,139,552 | 704,291 | (96,764) | (42) | 531,448 | $ 614 | $ 5 | |
Balance at beginning of period, mezzanine equity at Dec. 31, 2022 | 487 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income (loss) | (25,905) | (14,132) | (11,773) | 51 | ||||
Share-based compensation, net of forfeitures (in shares) | 276,281 | |||||||
Share-based compensation, net of forfeitures | 12,916 | 6,870 | 6,043 | $ 3 | ||||
Redemption and cancellation of Class B common stock (in shares) | 834,641 | (834,641) | ||||||
Redemption of Class B common stock | 5,484 | (5,493) | $ 9 | |||||
Tax distributions to BRP LLC members | (11) | (11) | ||||||
Repayment of stockholder notes receivable | 21 | 21 | ||||||
Balance at end of period (in shares) at Mar. 31, 2023 | 62,558,290 | 53,670,277 | ||||||
Balance at end of period, stockholders' equity at Mar. 31, 2023 | $ 1,126,573 | $ 716,645 | $ (110,896) | $ (21) | $ 520,214 | $ 626 | $ 5 | |
Balance at end of period, mezzanine equity at Mar. 31, 2023 | $ 538 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (25,854) | $ 44,839 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 24,511 | 18,550 |
Change in fair value of contingent consideration | 24,758 | (5,632) |
Share-based compensation expense | 13,281 | 7,564 |
(Gain) loss on interest rate caps | 1,407 | (15,810) |
Payment of contingent earnout consideration in excess of purchase price accrual | (857) | (11,117) |
Amortization of deferred financing costs | 1,239 | 1,286 |
Other loss | 100 | 0 |
Changes in operating assets and liabilities: | ||
Premiums, commissions and fees receivable, net | (48,351) | (35,359) |
Prepaid expenses and other current assets | (4,859) | (8,908) |
Due to/from related parties | (1) | (89) |
Right-of-use assets | 1,149 | (1,368) |
Accounts payable, accrued expenses and other current liabilities | (163) | 627 |
Operating lease liabilities | (468) | 1,984 |
Other liabilities | 77 | 0 |
Net cash used in operating activities | (14,031) | (3,433) |
Cash flows from investing activities: | ||
Capital expenditures | (3,499) | (1,793) |
Cash consideration paid for asset acquisitions | (1,500) | (700) |
Investment in business ventures | (100) | (639) |
Net cash used in investing activities | (5,099) | (3,132) |
Cash flows from financing activities: | ||
Payment of contingent earnout consideration up to amount of purchase price accrual | (4,680) | (13,993) |
Proceeds from revolving line of credit | 50,000 | 40,000 |
Payments on revolving line of credit | (70,000) | 0 |
Payments on long-term debt | (2,127) | (2,127) |
Payments of debt issuance costs | 0 | (1,188) |
Proceeds from settlements of interest rate caps | 2,275 | 0 |
Tax distributions to BRP LLC members | (11) | 0 |
Proceeds from repayment of stockholder notes receivable | 21 | 44 |
Net cash provided by (used in) financing activities | (24,522) | 22,736 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (43,652) | 16,171 |
Cash and cash equivalents and restricted cash at beginning of period | 230,471 | 227,737 |
Cash and cash equivalents and restricted cash at end of period | 186,819 | 243,908 |
Supplemental schedule of cash flow information: | ||
Cash paid during the period for interest | 24,898 | 9,049 |
Disclosure of non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for operating lease liabilities | 3,071 | 5,336 |
Capital expenditures incurred but not yet paid | 1,084 | 0 |
Right-of-use assets increased through lease modifications and reassessments | 61 | 0 |
Increase in goodwill resulting from measurement period adjustments for prior year business combinations | 0 | 3,658 |
Noncash debt issuance costs incurred | $ 0 | $ 92 |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
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 three reportable segments (“Operating Groups”), including Insurance Advisory Solutions, Underwriting, Capacity & Technology Solutions and Mainstreet Insurance Solutions, which are discussed in more detail in Note 13. Principles of Consolidation The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of Baldwin Risk Partners, LLC (“BRP”), BRP Group operates and controls all the business and affairs of BRP, and has the sole voting interest in, and controls the management of, BRP. Accordingly, BRP Group consolidates BRP in its consolidated financial statements, resulting in a noncontrolling interest related to the membership interests of BRP (the “LLC Units”) held by BRP’s members (“BRP’s LLC Members”) in its consolidated financial statements. The Company has prepared these condensed consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“Topic 810”). Topic 810 requires that if an enterprise is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity should be included in the consolidated financial statements of the enterprise. The Company has recognized certain entities as variable interest entities of which the Company is the primary beneficiary and has included the accounts of these entities in the consolidated financial statements. Refer to Note 2 for additional information regarding the Company’s variable interest entities. Topic 810 also requires that the equity of a noncontrolling interest shall be reported on the condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. Unaudited Interim Financial Reporting The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and related notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of recurring accruals, considered necessary for fair statement have been included. The accompanying balance sheet for the year ended December 31, 2022 was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2023. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition; 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 As previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, beginning in January 2023, the Company’s MainStreet and Medicare businesses were combined under one Operating Group, Mainstreet Insurance Solutions. In addition, the Middle Market and Specialty Operating Groups were rebranded as Insurance Advisory Solutions and Underwriting, Capacity & Technology Solutions, respectively. Prior year segment reporting information in Note 13 has been recast to conform to the current organizational structure. The Company made certain changes to the classification of revenue in the disaggregated revenue table, including (i) the combination of direct bill revenue and agency bill revenue lines into one commission revenue line and (ii) the reclassification of certain revenue streams previously classified as other income to consulting and service fee revenue or policy fee and installment fee revenue. Prior year amounts in the disaggregated revenue table in Note 3 have been reclassified to conform to current year presentation. 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 did not have any impact on our consolidated financial statements. |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
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 condensed consolidated financial statements. Total revenues and expenses of the Company’s consolidated VIEs included in the condensed consolidated statements of comprehensive income (loss) were $0.4 million and $0.3 million, respectively, for the three months ended March 31, 2023 and $0.3 million and $0.3 million, respectively, for the three months ended March 31, 2022. |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides disaggregated commissions and fees revenue by major source: For the Three Months (in thousands) 2023 2022 Commission revenue (1) $ 270,861 $ 204,837 Profit-sharing revenue (2) 23,025 15,012 Consulting and service fee revenue (3) 17,636 15,202 Policy fee and installment fee revenue (4) 15,832 5,850 Other income (5) 3,092 1,947 Total commissions and fees $ 330,446 $ 242,848 __________ (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, premium financing income and investment income as well as marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted Medicare 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 Medicare contracts in its Mainstreet Insurance Solutions Operating Group, where the Insurance Company Partner is considered its customer. • Medicare contracts in the Mainstreet Insurance Solutions 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 commission 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) | 3 Months Ended |
Mar. 31, 2023 | |
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 condensed consolidated balance sheets. The balances of contract assets and liabilities arising from contracts with customers were as follows: (in thousands) March 31, 2023 December 31, 2022 Contract assets $ 346,824 $ 278,023 Contract liabilities 26,033 30,981 During the three months ended March 31, 2023, the Company recognized revenue of $26.2 million related to the contract liabilities balance at December 31, 2022. |
Deferred Commission Expense (No
Deferred Commission Expense (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
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 condensed consolidated balance sheets. The table below provides a rollforward of deferred commission expense: For the Three Months (in thousands) 2023 2022 Balance at beginning of period $ 21,669 $ 11,336 Costs capitalized 3,372 3,630 Amortization (1,597) (927) Balance at end of period $ 23,444 $ 14,039 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following: (in thousands) March 31, 2023 December 31, 2022 Accrued compensation and benefits $ 34,437 $ 44,903 Contract liabilities 26,033 30,981 Current portion of operating lease liabilities 14,527 14,043 Accrued expenses 11,029 13,101 Current portion of long-term debt 8,509 8,509 Deferred consideration payments 5,412 6,840 Other 8,694 7,366 Accrued expenses and other current liabilities $ 108,641 $ 125,743 |
Long-term Debt (Notes)
Long-term Debt (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term DebtThe JPM Credit Agreement provides for senior secured credit facilities in an aggregate principal amount of $1.45 billion, which consists of (i) a term loan facility in the principal amount of $850.0 million maturing in October 2027 (the “Term Loan B”) and (ii) a revolving credit facility with commitments in an aggregate principal amount of $600.0 million maturing in April 2027 (the “Revolving Facility”). The Term Loan B bears interest at LIBOR plus 350 bps, subject to a LIBOR floor of 50 bps. At March 31, 2023, the outstanding borrowings on the Term Loan B of $836.0 million had an applicable interest rate of 8.21%. The outstanding borrowings on the Term Loan B are offset by unamortized debt discount and issuance costs of $18.7 million on the condensed consolidated balance sheet at March 31, 2023. Borrowings under the Revolving Facility accrue interest at SOFR plus 210 bps to SOFR plus 310 bps based on total net leverage ratio. The outstanding borrowings on the Revolving Facility of $485.0 million had an applicable interest rate of 7.90% at March 31, 2023. The Revolving Facility is also subject to a commitment fee of 0.40% on the unused capacity at March 31, 2023. The JPM Credit Agreement requires the Company to meet certain financial covenants and comply with customary affirmative and negative covenants as listed in the underlying agreement. The Company was in compliance with these covenants at March 31, 2023. Interest Rate Caps The Company uses interest rate caps to mitigate its exposure to interest rate risk on its debt by limiting the impact of interest rate changes on cash flows. The interest rate caps limit the variability of the base rate to the amount of the cap. The interest rate caps are recorded at an aggregate fair value of $11.5 million and $15.2 million at March 31, 2023 and December 31, 2022, respectively. The interest rate caps are included as a component of other assets on the condensed consolidated balance sheets. The Company recognized a loss on interest rate caps of $1.4 million for the three months ended March 31, 2023 and a gain on interest rate caps of $15.8 million for the three months ended March 31, 2022. The gain or loss on interest rate caps is included as a component of other income (expense), net in the condensed consolidated statements of comprehensive income (loss). |
Related Party Transactions (Not
Related Party Transactions (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Due to/from Related Parties Due from related parties totaling $0.1 million at each March 31, 2023 and December 31, 2022 consists of receivables due from Partners for post-closing cash requirements in accordance with Partnership agreements. Related party notes payable of $1.5 million at March 31, 2023 and December 31, 2022 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 $1.5 million and $1.1 million for the three months ended March 31, 2023 and 2022, respectively. The Company serves as a broker for certain entities in which a member of our board of directors has a material interest. Commission revenue recorded as a result of these transactions was $0.1 million for the three months ended March 31, 2023. Commissions and Consulting Expense A brother of Lowry Baldwin, our Board Chair, received approximately $0.1 million from the Company in Risk Advisor commissions during each of the three months ended March 31, 2023 and 2022. 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 $0.4 million for the three months ended March 31, 2023. Rent Expense The Company has various agreements to lease office space from wholly-owned subsidiaries of The Villages. Total rent expense incurred with respect to The Villages and its wholly-owned subsidiaries was approximately $0.1 million for each of the three months ended March 31, 2023 and 2022. Total right-of-use assets and operating lease liabilities included on the Company's condensed consolidated balance sheets related to The Villages were $1.6 million each at March 31, 2023 and $1.7 million each at December 31, 2022. |
Share-Based Compensation (Notes
Share-Based Compensation (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company has an Omnibus Incentive Plan (the “Omnibus Plan”) and a Partnership Inducement Award Plan (the “Inducement Plan” and collectively 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 total number of shares of Class A common stock authorized for issuance under the Omnibus Plan and the Inducement Plan was 8,461,907 and 3,000,000, respectively, at March 31, 2023. During the three months ended March 31, 2023, the Company made awards of restricted stock awards (“RSAs”) and fully vested shares under the Plans to its non-employee directors, officers, Colleagues and consultants. Fully-vested shares issued to directors and Colleagues during the three months ended March 31, 2023 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 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, 2022 3,595,303 $ 28.26 Granted 491,466 27.10 Vested and settled (488,011) 28.12 Forfeited (44,855) 25.97 Outstanding at March 31, 2023 3,553,903 28.14 The total fair value of shares that vested and settled under the Plans was $13.7 million and $5.6 million for the three months ended March 31, 2023 and 2022, respectively. 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 and, prior to 2023, 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 $13.3 million and $7.6 million in connection with the Plans for the three months ended March 31, 2023 and 2022, respectively, which is included in commissions, employee compensation and benefits expense in the condensed consolidated statements of comprehensive income (loss). |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
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 unvested restricted stock awards and shares of Class B common stock, which can be exchanged (together with a corresponding number of LLC Units) for shares of Class A common stock on a one-for-one basis. The following potentially dilutive securities were excluded from the Company's diluted weighted-average number of shares outstanding calculation for the periods presented as their inclusion would have been anti-dilutive. For the Three Months 2023 2022 Unvested restricted shares of Class A common stock 3,265,880 — Shares of Class B common stock 53,670,277 56,268,051 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 earnings (loss) per share for the three months ended March 31, 2023 and 2022: For the Three Months (in thousands, except per share data) 2023 2022 Basic earnings (loss) per share: Net income (loss) attributable to BRP Group $ (14,132) $ 22,869 Shares used for basic earnings (loss) per share: Weighted-average shares of Class A common stock outstanding - basic 58,712 55,720 Basic earnings (loss) per share $ (0.24) $ 0.41 Diluted earnings (loss) per share: Net income (loss) attributable to BRP Group $ (14,132) $ 22,869 Shares used for diluted earnings (loss) per share: Weighted-average shares of Class A common stock outstanding 58,712 55,720 Dilutive effect of unvested restricted shares of Class A common stock — 2,996 Weighted-average shares of Class A common stock outstanding - diluted 58,712 58,716 Diluted earnings (loss) per share $ (0.24) $ 0.39 |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement (“Topic 820”) established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The fair value measurement level for assets and liabilities within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: (in thousands) March 31, 2023 December 31, 2022 Level 2 Interest rate caps $ 11,468 $ 15,150 Level 2 Assets $ 11,468 $ 15,150 Level 3 Contingent earnout liabilities $ 286,157 $ 266,936 Level 3 Liabilities $ 286,157 $ 266,936 The fair value of interest rate caps was $11.5 million at March 31, 2023. The fair value of interest rate caps is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. Methodologies used for liabilities measured at fair value on a recurring basis within Level 3 of the fair value hierarchy at March 31, 2023 and December 31, 2022 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 contingent earnout liabilities is based on sales projections for the acquired entities, which are reassessed each reporting period. Based on the Company’s ongoing assessment of the fair value of its contingent earnout liabilities, the Company recorded a net increase in the estimated fair value of such liabilities of $24.8 million for the three months ended March 31, 2023. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be $944.2 million at March 31, 2023. The Company measures contingent earnout liabilities at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are sales projections over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations, or as a reduction of the cost of the assets acquired for asset acquisitions. The fair value of the contingent earnout liabilities is based on Monte Carlo simulations that measure the present value of the expected future payments to be made to Partners in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the Partner’s future performance using financial projections developed by management for the Partner and market participant assumptions that were derived for revenue growth, the number of rental units tracked or the insured value of sourced homeowners insurance. Revenue growth rates generally ranged from 10% to 35% at March 31, 2023 and from 8% to 35% at December 31, 2022. 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 7.25% to 18.00% at March 31, 2023 and from 6.50% to 18.00% at December 31, 2022. Changes in financial projections, market participant assumptions for revenue growth and profitability, or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Three Months (in thousands) 2023 2022 Balance at beginning of period $ 266,936 $ 258,589 Change in fair value of contingent consideration 24,758 (5,632) Settlement of contingent consideration (5,537) (25,110) Balance at end of period $ 286,157 $ 227,847 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 March 31, 2023 December 31, 2022 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt (1) Level 2 $ 835,987 $ 816,174 $ 838,114 $ 816,155 Revolving line of credit Level 2 485,000 462,111 505,000 476,304 __________ (1) The carrying amount of the long-term debt does not reflect unamortized debt discount and issuance costs of $18.7 million and $19.7 million at March 31, 2023 and December 31, 2022, respectively, which are netted against long-term debt on the condensed consolidated balance sheets. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of March 31, 2023, BRP has a commitment to the University of South Florida (“USF”) to donate an aggregate $4.7 million through October 2028. The gift will provide support for the School of Risk Management and Insurance in the USF Muma College of Business. It is currently anticipated that Lowry Baldwin, our Board Chair, will fund half of the amounts to be donated by BRP. 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. |
Segment Information (Notes)
Segment Information (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company completed a strategic review of its organizational structure in January 2023 and determined that the chief operating decision maker, the chief executive officer, would change the way he manages and operates the Company’s MainStreet and Medicare businesses. Effective in the first quarter of 2023, the chief executive officer reviews the Medicare and Mainstreet businesses on a combined basis as one operating segment, also determined to be an Operating Group, Mainstreet Insurance Solutions, which is used by the chief executive officer to make decisions about the resources to be allocated to the Operating Group and to assess its performance. In addition, the Middle Market and Specialty Operating Groups were rebranded as Insurance Advisory Solutions and Underwriting, Capacity & Technology Solutions, respectively, effective in the first quarter of 2023. Effective in the first quarter of 2023, BRP Group’s business is divided into three Operating Groups: Insurance Advisory Solutions, Underwriting, Capacity & Technology Solutions, and Mainstreet Insurance Solutions. • The Insurance Advisory Solutions 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 Underwriting, Capacity & Technology Solutions (“UCTS”) 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. UCTS 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 across our other Operating Groups 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 Insurance Solutions Operating Group offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities. The Mainstreet Insurance Solutions Operating Group also offers consultations 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 all of our Operating Groups, the Company generates commissions and fees from insurance placement under both agency bill and direct bill arrangements, and profit sharing income based on either the underlying book of business or performance, such as loss ratios. All Operating Groups also generate other ancillary income and premium financing income. In the Insurance Advisory Solutions and UCTS 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 UCTS Operating Group, the Company generates fees from policy fee and installment fee arrangements. Policy fee revenue is earned for acting in the capacity of an MGA and providing payment processing and services and other administrative functions on behalf of Insurance Company Partners. In the Mainstreet Insurance Solutions Operating Group, the Company generates commissions and fees from marketing income, which is earned through co-branded Medicare marketing campaigns with the Company’s Insurance Company Partners. In the Insurance Advisory Solutions and UCTS Operating Groups and the Corporate and Other non-reportable segment, the Company generates investment income. The Company’s chief operating decision maker, the chief executive officer, uses net income (loss) and net income (loss) before interest, taxes, depreciation, amortization, and one-time transactional-related expenses or non-recurring items to manage resources and make decisions about the business. Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The Corporate and Other non-reportable segment includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Intersegment revenue and expenses are eliminated through the Corporate and Other column. Service center expenses and other overhead are allocated to the Company’s Operating Groups based on either revenue or headcount as applicable to each expense. For the Three Months Ended March 31, 2023 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Commissions and fees (1) $ 195,713 $ 90,069 $ 58,140 $ (13,476) $ 330,446 Net income (loss) 23,814 2,087 7,834 (59,589) (25,854) For the Three Months Ended March 31, 2022 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Commissions and fees (2) $ 171,403 $ 49,523 $ 22,958 $ (1,036) $ 242,848 Net income (loss) 54,887 5,318 2,442 (17,808) 44,839 __________ (1) During the three months ended March 31, 2023, the Insurance Advisory Solutions Operating Group recorded intercompany commissions and fees from activity with the UCTS Operating Group of $0.4 million; the UCTS Operating Group recorded intercompany commissions and fees from activity with the Mainstreet Insurance Solutions Operating Group and itself of $12.6 million; and the Mainstreet Insurance Solutions Operating Group recorded intercompany commissions and fees from activity with all Operating Groups of $0.9 million. These intercompany commissions and fees are eliminated through Corporate and Other. (2) During the three months ended March 31, 2022, the Insurance Advisory Solutions Operating Group recorded intercompany commissions and fees from activity with the UCTS Operating Group of $0.3 million; the UCTS Operating Group recorded intercompany commissions and fees from activity with itself of $0.1 million; and the Mainstreet Insurance Solutions Operating Group recorded intercompany commissions and fees from activity with all Operating Groups of $0.6 million. These intercompany commissions and fees are eliminated through Corporate and Other. (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Total assets at March 31, 2023 $ 2,237,415 $ 615,879 $ 519,446 $ 75,533 $ 3,448,273 Total assets at December 31, 2022 2,240,483 616,117 530,504 75,078 3,462,182 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of Baldwin Risk Partners, LLC (“BRP”), BRP Group operates and controls all the business and affairs of BRP, and has the sole voting interest in, and controls the management of, BRP. Accordingly, BRP Group consolidates BRP in its consolidated financial statements, resulting in a noncontrolling interest related to the membership interests of BRP (the “LLC Units”) held by BRP’s members (“BRP’s LLC Members”) in its consolidated financial statements. The Company has prepared these condensed consolidated financial statements in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“Topic 810”). Topic 810 requires that if an enterprise is the primary beneficiary of a variable interest entity, the assets, liabilities, and results of operations of the variable interest entity should be included in the consolidated financial statements of the enterprise. The Company has recognized certain entities as variable interest entities of which the Company is the primary beneficiary and has included the accounts of these entities in the consolidated financial statements. Refer to Note 2 for additional information regarding the Company’s variable interest entities. Topic 810 also requires that the equity of a noncontrolling interest shall be reported on the condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition; 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 | 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 did not have any impact on our consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table provides disaggregated commissions and fees revenue by major source: For the Three Months (in thousands) 2023 2022 Commission revenue (1) $ 270,861 $ 204,837 Profit-sharing revenue (2) 23,025 15,012 Consulting and service fee revenue (3) 17,636 15,202 Policy fee and installment fee revenue (4) 15,832 5,850 Other income (5) 3,092 1,947 Total commissions and fees $ 330,446 $ 242,848 __________ (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, premium financing income and investment income as well as marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted Medicare marketing campaigns. |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: (in thousands) March 31, 2023 December 31, 2022 Contract assets $ 346,824 $ 278,023 Contract liabilities 26,033 30,981 |
Deferred Commission Expense (Ta
Deferred Commission Expense (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Three Months (in thousands) 2023 2022 Balance at beginning of period $ 21,669 $ 11,336 Costs capitalized 3,372 3,630 Amortization (1,597) (927) Balance at end of period $ 23,444 $ 14,039 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following: (in thousands) March 31, 2023 December 31, 2022 Accrued compensation and benefits $ 34,437 $ 44,903 Contract liabilities 26,033 30,981 Current portion of operating lease liabilities 14,527 14,043 Accrued expenses 11,029 13,101 Current portion of long-term debt 8,509 8,509 Deferred consideration payments 5,412 6,840 Other 8,694 7,366 Accrued expenses and other current liabilities $ 108,641 $ 125,743 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Activity of Non-vested Awards under Omnibus and Partnership Inducement Plans | The following table summarizes the activity for non-vested awards granted by the Company under the Plans: Shares Weighted-Average Grant-Date Fair Value Per Share Outstanding at December 31, 2022 3,595,303 $ 28.26 Granted 491,466 27.10 Vested and settled (488,011) 28.12 Forfeited (44,855) 25.97 Outstanding at March 31, 2023 3,553,903 28.14 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Dilutive Weighted Average Number of Shares Outstanding Calculation | The following potentially dilutive securities were excluded from the Company's diluted weighted-average number of shares outstanding calculation for the periods presented as their inclusion would have been anti-dilutive. For the Three Months 2023 2022 Unvested restricted shares of Class A common stock 3,265,880 — Shares of Class B common stock 53,670,277 56,268,051 |
Schedule of Earnings (Loss) Per Share | The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and basic and diluted earnings (loss) per share for the three months ended March 31, 2023 and 2022: For the Three Months (in thousands, except per share data) 2023 2022 Basic earnings (loss) per share: Net income (loss) attributable to BRP Group $ (14,132) $ 22,869 Shares used for basic earnings (loss) per share: Weighted-average shares of Class A common stock outstanding - basic 58,712 55,720 Basic earnings (loss) per share $ (0.24) $ 0.41 Diluted earnings (loss) per share: Net income (loss) attributable to BRP Group $ (14,132) $ 22,869 Shares used for diluted earnings (loss) per share: Weighted-average shares of Class A common stock outstanding 58,712 55,720 Dilutive effect of unvested restricted shares of Class A common stock — 2,996 Weighted-average shares of Class A common stock outstanding - diluted 58,712 58,716 Diluted earnings (loss) per share $ (0.24) $ 0.39 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value by Balance Sheet Grouping | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: (in thousands) March 31, 2023 December 31, 2022 Level 2 Interest rate caps $ 11,468 $ 15,150 Level 2 Assets $ 11,468 $ 15,150 Level 3 Contingent earnout liabilities $ 286,157 $ 266,936 Level 3 Liabilities $ 286,157 $ 266,936 |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth a summary of the changes in the fair value of the Company’s contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Three Months (in thousands) 2023 2022 Balance at beginning of period $ 266,936 $ 258,589 Change in fair value of contingent consideration 24,758 (5,632) Settlement of contingent consideration (5,537) (25,110) Balance at end of period $ 286,157 $ 227,847 |
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 March 31, 2023 December 31, 2022 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt (1) Level 2 $ 835,987 $ 816,174 $ 838,114 $ 816,155 Revolving line of credit Level 2 485,000 462,111 505,000 476,304 __________ (1) The carrying amount of the long-term debt does not reflect unamortized debt discount and issuance costs of $18.7 million and $19.7 million at March 31, 2023 and December 31, 2022, respectively, which are netted against long-term debt on the condensed consolidated balance sheets. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summarized Financial Information by Operating Group | Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The Corporate and Other non-reportable segment includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Intersegment revenue and expenses are eliminated through the Corporate and Other column. Service center expenses and other overhead are allocated to the Company’s Operating Groups based on either revenue or headcount as applicable to each expense. For the Three Months Ended March 31, 2023 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Commissions and fees (1) $ 195,713 $ 90,069 $ 58,140 $ (13,476) $ 330,446 Net income (loss) 23,814 2,087 7,834 (59,589) (25,854) For the Three Months Ended March 31, 2022 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Commissions and fees (2) $ 171,403 $ 49,523 $ 22,958 $ (1,036) $ 242,848 Net income (loss) 54,887 5,318 2,442 (17,808) 44,839 __________ (1) During the three months ended March 31, 2023, the Insurance Advisory Solutions Operating Group recorded intercompany commissions and fees from activity with the UCTS Operating Group of $0.4 million; the UCTS Operating Group recorded intercompany commissions and fees from activity with the Mainstreet Insurance Solutions Operating Group and itself of $12.6 million; and the Mainstreet Insurance Solutions Operating Group recorded intercompany commissions and fees from activity with all Operating Groups of $0.9 million. These intercompany commissions and fees are eliminated through Corporate and Other. (2) During the three months ended March 31, 2022, the Insurance Advisory Solutions Operating Group recorded intercompany commissions and fees from activity with the UCTS Operating Group of $0.3 million; the UCTS Operating Group recorded intercompany commissions and fees from activity with itself of $0.1 million; and the Mainstreet Insurance Solutions Operating Group recorded intercompany commissions and fees from activity with all Operating Groups of $0.6 million. These intercompany commissions and fees are eliminated through Corporate and Other. (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Total assets at March 31, 2023 $ 2,237,415 $ 615,879 $ 519,446 $ 75,533 $ 3,448,273 Total assets at December 31, 2022 2,240,483 616,117 530,504 75,078 3,462,182 |
Business and Basis of Present_2
Business and Basis of Presentation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Date of incorporation | Jul. 01, 2019 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||
Total assets | $ 3,448,273 | $ 3,462,182 | |
Total liabilities | 2,321,162 | 2,322,143 | |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Revenues | 400 | $ 300 | |
Expenses | 300 | $ 300 | |
Total assets | 1,300 | 400 | |
Total liabilities | $ 700 | $ 100 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Total commissions and fees | $ 330,446 | $ 242,848 |
Commission Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 270,861 | 204,837 |
Profit Sharing Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 23,025 | 15,012 |
Consulting and Service Fee Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 17,636 | 15,202 |
Policy Fee and Installment Fee Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | 15,832 | 5,850 |
Other Income | ||
Disaggregation of Revenue [Line Items] | ||
Commissions and fees | $ 3,092 | $ 1,947 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | Mar. 31, 2023 |
Revenue from Contract with Customer [Abstract] | |
Capitalized contract cost, amortization period | 5 years |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 346,824 | $ 278,023 |
Contract liabilities | $ 26,033 | $ 30,981 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Revenue recognized in current year related to contract liabilities at end of prior year | $ 26.2 |
Schedule of Deferred Commission
Schedule of Deferred Commission Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Deferred Commission Expense [Roll Forward] | ||
Balance at beginning of period | $ 21,669 | $ 11,336 |
Costs capitalized | 3,372 | 3,630 |
Amortization | (1,597) | (927) |
Balance at end of period | $ 23,444 | $ 14,039 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 34,437 | $ 44,903 |
Contract liabilities | 26,033 | 30,981 |
Current portion of operating lease liabilities | 14,527 | 14,043 |
Accrued expenses | 11,029 | 13,101 |
Current portion of long-term debt | 8,509 | 8,509 |
Deferred consideration payments | 5,412 | 6,840 |
Other | 8,694 | 7,366 |
Accrued expenses and other current liabilities | $ 108,641 | $ 125,743 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Proceeds from revolving line of credit | $ 50,000,000 | $ 40,000,000 | ||
Interest Rate Cap | ||||
Debt Instrument [Line Items] | ||||
Interest rate caps aggregate fair value | $ 11,500,000 | 11,500,000 | $ 15,200,000 | |
Gain on interest rate caps | $ 15,800,000 | |||
Loss on interest rate caps | 1,400,000 | |||
JPM Credit Agreement | JPMorgan Chase Bank, N.A. | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing amount | 1,450,000,000 | |||
JPM Credit Agreement | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing amount | 600,000,000 | |||
Interest rate during period | 7.90% | |||
Outstanding borrowings | $ 485,000,000 | 485,000,000 | ||
Commitment fee | 0.40% | |||
JPM Credit Agreement | Revolving Credit Facility | SOFR | JPMorgan Chase Bank, N.A. | Line of Credit | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.10% | |||
JPM Credit Agreement | Revolving Credit Facility | SOFR | JPMorgan Chase Bank, N.A. | Line of Credit | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2.10% | |||
JPM Credit Agreement | Secured Debt | JPMorgan Chase Bank, N.A. | Medium-term Notes | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing amount | $ 850,000,000 | |||
Interest rate during period | 8.21% | |||
Long-term Debt | $ 836,000,000 | $ 836,000,000 | ||
JPM Credit Agreement | Secured Debt | LIBOR | JPMorgan Chase Bank, N.A. | Medium-term Notes | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3.50% | |||
Basis spread on variable rate, floor | 0.50% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Notes Payable, Related Parties | $ 1,500 | $ 1,500 | |
Right-of-use assets | 95,316 | 96,465 | |
Due from related parties | 114 | 113 | |
Villages Broker Commissions | |||
Related Party Transaction [Line Items] | |||
Related party commissions revenue | 1,500 | $ 1,100 | |
Director Broker Commissions | |||
Related Party Transaction [Line Items] | |||
Related party commissions revenue | 100 | ||
Villages Leased Facilities | |||
Related Party Transaction [Line Items] | |||
Related party expense | 100 | 100 | |
Right-of-use assets | 1,600 | 1,700 | |
Operating lease, liability | 1,600 | 1,700 | |
Other Related Parties Leased Facilities | |||
Related Party Transaction [Line Items] | |||
Related party expense | 1,000 | 900 | |
Right-of-use assets | 14,300 | 15,000 | |
Operating lease, liability | 14,700 | $ 15,400 | |
Commission Expense | Immediate Family Member of Management or Principal Owner | |||
Related Party Transaction [Line Items] | |||
Related party expense | 100 | $ 100 | |
Consulting Expense | Director | |||
Related Party Transaction [Line Items] | |||
Related party expense | $ 400 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 13.3 | $ 7.6 |
Unvested restricted shares of Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of awards that vested in period | $ 13.7 | $ 5.6 |
Minimum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Cliff Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Minimum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Ratable Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Maximum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Cliff Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Maximum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Ratable Vesting | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 5 years | |
Common Class A | Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards authorized by Plan (in shares) | 8,461,907 | |
Common Class A | BRP Group, Inc. Partnership Inducement Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards authorized by Plan (in shares) | 3,000,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Activity of Non-vested Awards under Omnibus Plan (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Shares | |
Oustanding, beginning balance (in shares) | shares | 3,595,303 |
Granted (in shares) | shares | 491,466 |
Vested and settled (in shares) | shares | (488,011) |
Forfeited (in shares) | shares | (44,855) |
Oustanding, ending balance (in shares) | shares | 3,553,903 |
Weighted-Average Grant-Date Fair Value Per Share | |
Oustanding, beginning balance (in dollars per share) | $ / shares | $ 28.26 |
Granted (in dollars per share) | $ / shares | 27.10 |
Vested and settled (in dollars per share) | $ / shares | 28.12 |
Forfeited (in dollars per share) | $ / shares | 25.97 |
Oustanding, ending balance (in dollars per share) | $ / shares | $ 28.14 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Antidilutive Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Unvested restricted shares of Class A common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 3,265,880 | 0 |
Shares of Class B common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities (in shares) | 53,670,277 | 56,268,051 |
Earnings (Loss) Per Share Sched
Earnings (Loss) Per Share Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Basic earnings (loss) per share: | ||
Net income (loss) attributable to BRP Group | $ (14,132) | $ 22,869 |
Weighted-average shares of Class A common stock outstanding - basic | 58,711,798 | 55,719,803 |
Basic earnings (loss) per share | $ (0.24) | $ 0.41 |
Diluted earnings (loss) per share: | ||
Net income (loss) attributable to BRP Group | $ (14,132) | $ 22,869 |
Weighted-average shares of Class A common stock outstanding | 58,711,798 | 55,719,803 |
Dilutive effect of unvested restricted shares of Class A common stock | 0 | 2,996,000 |
Weighted-average shares of Class A common stock outstanding - diluted | 58,711,798 | 58,715,825 |
Diluted earnings (loss) per share | $ (0.24) | $ 0.39 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value by Balance Sheet Grouping (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | $ 11,500 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | 11,468 | $ 15,150 |
Level 2 Assets | 11,468 | 15,150 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent earnout liabilities | 286,157 | 266,936 |
Level 3 Liabilities | $ 286,157 | $ 266,936 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Change in fair value of contingent consideration | $ 24,758 | $ (5,632) | |
Maximum estimated exposure to contingent earnout liabilities | 944,200 | ||
Fair Value, Recurring | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Interest rate caps | $ 11,500 | ||
Revenue or EBITDA Growth Rate | Minimum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent earnout liability input | 0.10 | 0.08 | |
Revenue or EBITDA Growth Rate | Maximum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent earnout liability input | 0.35 | 0.35 | |
Discount Rate | Minimum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent earnout liability input | 0.0725 | 0.0650 | |
Discount Rate | Maximum | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent earnout liability input | 0.1800 | 0.1800 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis (Details) - Contingent Earnout Liabilities - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 266,936 | $ 258,589 |
Change in fair value of contingent consideration | 24,758 | (5,632) |
Settlement of contingent consideration | (5,537) | (25,110) |
Balance at end of period | $ 286,157 | $ 227,847 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Financial Instruments Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Unamortized debt discount and issuance costs | $ 18,700 | $ 19,700 |
Carrying Amount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt | 835,987 | 838,114 |
Revolving line of credit | 485,000 | 505,000 |
Estimated Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-term debt | 816,174 | 816,155 |
Revolving line of credit | $ 462,111 | $ 476,304 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Loss Contingencies [Line Items] | |
USF Grant Commitment | $ 4.7 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Information - Summarize
Segment Information - Summarized Financial Information by Operating Group (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Commissions and fees | $ 330,446 | $ 242,848 | |
Net income (loss) | (25,854) | 44,839 | |
Total assets | 3,448,273 | $ 3,462,182 | |
Insurance Advisory Solutions | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 195,713 | 171,403 | |
Net income (loss) | 23,814 | 54,887 | |
Total assets | 2,237,415 | 2,240,483 | |
Insurance Advisory Solutions | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 400 | 300 | |
Underwriting, Capacity & Technology Solutions | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 90,069 | 49,523 | |
Net income (loss) | 2,087 | 5,318 | |
Total assets | 615,879 | 616,117 | |
Underwriting, Capacity & Technology Solutions | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 12,600 | 100 | |
Mainstreet Insurance Solutions Segment | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 58,140 | 22,958 | |
Net income (loss) | 7,834 | 2,442 | |
Total assets | 519,446 | 530,504 | |
Mainstreet Insurance Solutions Segment | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 900 | 600 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (13,476) | (1,036) | |
Net income (loss) | (59,589) | $ (17,808) | |
Total assets | $ 75,533 | $ 75,078 |