DEI Statement
DEI Statement - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,468,831,948 | ||
Entity Address, Address Line Two | Suite 800 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 64,738,058 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 51,933,957 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 116,209 | $ 118,090 |
Restricted cash | 104,824 | 112,381 |
Premiums, commissions and fees receivable, net | 627,791 | 531,992 |
Prepaid expenses and other current assets | 12,730 | 9,936 |
Assets held for sale | 64,351 | 0 |
Total current assets | 925,905 | 772,399 |
Property and equipment, net | 22,713 | 25,405 |
Right-of-use assets | 85,473 | 96,465 |
Other assets | 38,134 | 45,935 |
Intangible assets, net | 1,017,343 | 1,099,918 |
Goodwill | 1,412,369 | 1,422,060 |
Total assets | 3,501,937 | 3,462,182 |
Current liabilities: | ||
Premiums payable to insurance companies | 555,569 | 471,294 |
Producer commissions payable | 64,304 | 53,927 |
Accrued expenses and other current liabilities | 152,954 | 125,743 |
Related party notes payable | 1,525 | 1,525 |
Current portion of contingent earnout liabilities | 215,157 | 46,717 |
Liabilities held for sale | 43,931 | 0 |
Total current liabilities | 1,033,440 | 699,206 |
Revolving line of credit | 341,000 | 505,000 |
Long-term debt, less current portion | 968,183 | 809,862 |
Contingent earnout liabilities, less current portion | 61,310 | 220,219 |
Operating lease liabilities, less current portion | 78,999 | 87,692 |
Other liabilities | 123 | 164 |
Total liabilities | 2,483,055 | 2,322,143 |
Commitments and contingencies (Note 20) | ||
Mezzanine equity: | ||
Redeemable noncontrolling interest | 394 | 487 |
Stockholders’ equity: | ||
Additional paid-in capital | 746,671 | 704,291 |
Accumulated deficit | (186,905) | (96,764) |
Stockholder notes receivable | 0 | (42) |
Total stockholders’ equity attributable to BRP Group | 560,412 | 608,104 |
Noncontrolling interest | 458,076 | 531,448 |
Total stockholders’ equity | 1,018,488 | 1,139,552 |
Total liabilities, mezzanine equity and stockholders’ equity | 3,501,937 | 3,462,182 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock | 641 | 614 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock | $ 5 | $ 5 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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) | 64,133,950 | 61,447,368 |
Shares issued (in shares) | 64,133,950 | 61,447,368 |
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) | 52,422,494 | 54,504,918 |
Shares issued (in shares) | 52,422,494 | 54,504,918 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Commissions and fees | $ 1,211,828 | $ 980,720 | $ 567,290 |
Investment income | 6,727 | 0 | 0 |
Total revenues | 1,218,555 | 980,720 | 567,290 |
Operating Expenses | |||
Commissions, employee compensation and benefits | 911,354 | 719,445 | 400,050 |
Other operating expenses | 190,267 | 173,708 | 102,162 |
Amortization expense | 92,704 | 81,738 | 48,720 |
Change in fair value of contingent consideration | 61,083 | 32,307 | 45,196 |
Depreciation expense | 5,698 | 4,620 | 2,788 |
Total operating expenses | 1,261,106 | 1,011,818 | 598,916 |
Operating loss | (42,551) | (31,098) | (31,626) |
Other Income (Expense) | |||
Interest expense, net | (119,465) | (71,072) | (26,899) |
Other income (expense), net | (718) | 26,137 | 424 |
Total other expense | (120,183) | (44,935) | (26,475) |
Loss before income taxes | (162,734) | (76,033) | (58,101) |
Income tax expense | 1,285 | 715 | 19 |
Net loss | (164,019) | (76,748) | (58,120) |
Less: net loss attributable to noncontrolling interests | (73,878) | (34,976) | (27,474) |
Net loss attributable to BRP Group | (90,141) | (41,772) | (30,646) |
Comprehensive loss | (164,019) | (76,748) | (58,120) |
Comprehensive loss attributable to noncontrolling interests | (73,878) | (34,976) | (27,474) |
Comprehensive loss attributable to BRP Group | $ (90,141) | $ (41,772) | $ (30,646) |
Basic loss per share (in dollars per share) | $ (1.50) | $ (0.74) | $ (0.64) |
Diluted loss per share (in dollars per share) | $ (1.50) | $ (0.74) | $ (0.64) |
Weighted-average shares of Class A common stock outstanding, basic | 60,134,776 | 56,825,348 | 47,587,866 |
Weighted-average shares of Class A common stock outstanding, Diluted | 60,134,776 | 56,825,348 | 47,587,866 |
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, 2020 | 44,953,166 | 49,828,383 | ||||||
Balance at beginning of period, stockholders' equity at Dec. 31, 2020 | $ 769,870 | $ 392,139 | $ (24,346) | $ (465) | $ 402,087 | $ 450 | $ 5 | |
Balance at beginning of period, mezzanine equity at Dec. 31, 2020 | $ 98 | |||||||
Increase (Decrease) in Stockholders' Equity and Mezzanine Equity [Roll Forward] | ||||||||
Net income (loss) | (58,291) | (30,646) | (27,645) | 171 | ||||
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) | 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) | ||||||
Redemption of Class B common stock | 0 | 8,535 | (8,544) | $ 9 | ||||
Distributions | (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) | ||||||
Redemption of Class B common stock | 0 | 8,106 | (8,123) | $ 18 | $ (1) | |||
Distributions | (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 | |||||||
Increase (Decrease) in Stockholders' Equity and Mezzanine Equity [Roll Forward] | ||||||||
Net income (loss) | (164,311) | (90,141) | (74,170) | 292 | ||||
Share-based compensation, net of forfeitures (in shares) | 676,512 | |||||||
Share-based compensation, net of forfeitures | 43,687 | 23,685 | 19,995 | $ 7 | ||||
Redemption of Class B common stock (in shares) | 2,082,424 | (2,082,424) | ||||||
Redemption of Class B common stock | 0 | 19,975 | (19,996) | $ 21 | ||||
Cancellation of Class A common stock (in shares) | (72,354) | |||||||
Cancellation of Class A common stock | 0 | (1,280) | 1,281 | $ (1) | ||||
Distributions | (482) | (482) | (385) | |||||
Repayment of stockholder notes receivable | 42 | 42 | ||||||
Balance of end of period (in shares) at Dec. 31, 2023 | 64,133,950 | 52,422,494 | ||||||
Balance of end of period, stockholders' equity at Dec. 31, 2023 | $ 1,018,488 | $ 746,671 | $ (186,905) | $ 0 | $ 458,076 | $ 641 | $ 5 | |
Balance at end of period, mezzanine equity at Dec. 31, 2023 | $ 394 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (164,019) | $ (76,748) | $ (58,120) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 98,402 | 86,358 | 51,508 |
Change in fair value of contingent consideration | 61,083 | 32,307 | 45,196 |
Share-based compensation expense | 60,008 | 47,389 | 19,193 |
Payment of contingent earnout consideration in excess of purchase price accrual | (24,326) | (49,926) | (4,825) |
Amortization of deferred financing costs | 5,129 | 5,120 | 3,506 |
(Gain) loss on interest rate caps | 1,670 | (26,220) | 123 |
Other loss | 361 | 135 | 311 |
Changes in operating assets and liabilities, net of effect of acquisitions: | |||
Premiums, commissions and fees receivable, net | (132,269) | (183,006) | (64,501) |
Prepaid expenses and other current assets | (6,849) | (10,383) | (9,681) |
Right-of-use assets | 17,963 | (13,492) | (81,646) |
Accounts payable, accrued expenses and other current liabilities | 140,675 | 173,362 | 55,188 |
Operating lease liabilities | (13,184) | 16,531 | 83,877 |
Other liabilities | 0 | (3,889) | 0 |
Net cash provided by (used in) operating activities | 44,644 | (2,462) | 40,129 |
Cash flows from investing activities: | |||
Capital expenditures | (21,376) | (21,979) | (5,321) |
Proceeds from the sale of assets | 3,259 | 0 | 0 |
Cash consideration paid for asset acquisitions | (2,118) | (3,356) | (3,212) |
Investments in and loans to business ventures | (1,687) | (1,103) | (1,907) |
Cash consideration paid for business combinations, net of cash received | 0 | (387,919) | (668,033) |
Net cash used in investing activities | (21,922) | (414,357) | (678,473) |
Cash flows from financing activities: | |||
Proceeds from issuance of Class A common stock, net of underwriting discounts | 0 | 0 | 269,375 |
Payment of common stock offering costs | 0 | 0 | (1,054) |
Payment of contingent earnout consideration up to amount of purchase price accrual | (27,949) | (48,309) | (7,723) |
Proceeds from revolving line of credit | 111,000 | 512,000 | 420,210 |
Payments on revolving line of credit | (275,000) | (42,000) | (385,210) |
Proceeds from long-term debt | 170,000 | 0 | 441,430 |
Payments on long-term debt | (9,376) | (8,509) | (5,630) |
Payments of debt issuance costs | (4,998) | (1,821) | (1,124) |
Proceeds from the sale and settlement of interest rate caps | 10,918 | 21,246 | 0 |
Purchase of interest rate caps | 0 | (3,838) | (6,461) |
Tax distributions to BRP's LLC Members | (482) | (9,393) | 0 |
Proceeds from repayment of stockholder notes receivable | 42 | 177 | 246 |
Distributions to variable interest entities | (385) | 0 | 0 |
Net cash provided by (used in) financing activities | (26,230) | 419,553 | 724,059 |
Net increase (decrease) in cash and cash equivalents and restricted cash | (3,508) | 2,734 | 85,715 |
Cash and cash equivalents and restricted cash at beginning of year | 230,471 | 227,737 | 142,022 |
Cash and cash equivalents and restricted cash at end of year | 226,963 | 230,471 | 227,737 |
Supplemental schedule of cash flow information: | |||
Cash paid for interest | 105,386 | 62,702 | 22,110 |
Cash paid for taxes | 1,430 | 1,419 | 0 |
Disclosure of non-cash investing and financing activities: | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 6,414 | 24,910 | 86,524 |
Capital expenditures incurred but not yet paid | 3,583 | 855 | 350 |
Right-of-use assets increased through lease modifications and reassessments | 1,063 | 5,905 | 6,131 |
Contingent earnout liabilities assumed in business combinations and asset acquisitions | 723 | 14,918 | 127,420 |
Increase (decrease) in goodwill resulting from measurement period adjustments for prior year business combinations | (211) | 5,534 | (2,206) |
Equity interest issued in business combinations and asset acquisitions | 0 | 4,809 | 194,607 |
Conversion of contingent earnout liability to related party notes payable and to settle related party notes receivable | 0 | 2,143 | 61,500 |
Equity issued in satisfaction of a liability | 0 | 711 | 0 |
Noncash debt issuance costs incurred | 0 | 0 | 11,557 |
Non-cash tax distributions payable | 0 | $ 0 | $ 5,072 |
Cash and cash equivalents and restricted cash per consolidated balance sheet | 221,033 | ||
Restricted cash included in assets held for sale | $ 5,930 |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 12 Months Ended |
Dec. 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 Clients 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 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; impairment of intangible assets and goodwill; the valuation of contingent consideration; and the valuation allowance for deferred tax assets. Changes in Presentation Effective 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 21 has been recast to conform to the current organizational structure. In addition, certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no impact on the Company's previously reported consolidated financial position or results of operations. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (“Topic 280”)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to enhance the disclosure requirements for reportable segments. ASU 2023-07 requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), as well as an aggregate amount of other segment items included within segment profit or loss and a description of its composition. Additionally, ASU 2023-07 requires disclosure of the title and position of the CODM and a description of how the CODM utilizes the reported measure of segment profit or loss to assess segment performance. ASU 2023-07 requires segment disclosures under Topic 280 on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company expects the adoption of this standard to expand its annual and interim segment disclosures, but otherwise have no impact on the consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”) to enhance the transparency and usefulness of income tax disclosures. ASU 2023-09 requires disclosure of specific categories and disaggregation of information in the rate reconciliation table using both percentages and reporting currency amounts. ASU 2023-09 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. This guidance is effective for fiscal years beginning after December 15, 2024. The Company expects the adoption of this standard to expand its income tax disclosures, but otherwise have no impact on the consolidated financial statements. Recently Adopted Accounting Standards In October 2021, the FASB issued 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 of this guidance did not have any impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (“Topic 848”)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which established optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform to provide temporary relief during the transition period of Topic 848 and ease the potential burden of accounting for, or recognizing the effects of, reference rate reform on financial reporting. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 to defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 as a result of the extension of the intended cessation of USD LIBOR to June 30, 2023. The Company has adopted the optional expedient within ASU 2020-04 to account for modifications of contracts within the scope of ASC Topic 470, Debt , including Amendment No. 6 to the JPM Credit Agreement dated June 27, 2023 discussed in Note 11. The adoption of this guidance did not have any impact on our consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
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 providing insurance placement services to insureds (“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. 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. Commission revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. Commissions 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 earns service fee revenue for providing insurance placement services to Clients for a negotiated fee and consulting revenue is earned by providing specialty insurance consulting. 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. Profit-sharing commissions represent bonus-type revenue that is earned by the Company as a sales incentive provided by certain Insurance Company Partners. The Company receives profit-sharing commissions based primarily on underwriting results, but may also contain considerations for volume, growth, loss performance or retention. 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 the revenue 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 are included as a component of accrued expenses and other current liabilities on the consolidated balance sheets. The Company earns installment fee revenue for payment processing services performed on behalf of the Insurance Company Partner related to policy premiums paid on an installment basis. The Company recognizes installment fee revenue in the period the services are performed. The Company also earns investment income, which primarily consists of interest earnings on available cash invested in treasury money market funds. The Company recognizes investment income in the period the revenue is earned. 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 benefit period for new business. 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 Clients 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 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 in service transactions. Premiums, commissions and fees receivable are reported net of allowances for estimated policy cancellations. The allowance for estimated policy cancellations was $12.6 million and $8.4 million at December 31, 2023 and 2022, 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 $5.7 million and $3.3 million at December 31, 2023 and 2022, 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 5 - 10 Furniture 7 Equipment 5 Other 3 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 $28.5 million and $10.1 million at December 31, 2023 and 2022, respectfully, which is presented net of accumulated amortization of $1.4 million at December 31, 2023 on the consolidated balance sheets. Capitalized software is included as a component of software under intangible assets, net on the consolidated balance sheets. The Company amortizes capitalized software on the straight-line basis over estimated useful lives of three Intangible Assets, Net and Goodwill The Company has recognized separately identifiable intangible assets in connection with strategic acquisitions made by the Company (“Partnerships”), as well as those related to software purchased and developed for internal use. 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 estimated useful lives of 15 to 20 years and one two 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. The Company reviews its 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, 2023, 2022 or 2021. 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. On October 1, 2023, 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, 2023, 2022 or 2021. Deferred Financing Costs, Net Deferred financing costs consist of origination fees and debt issuance costs related to obtaining and amending 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. At December 31, 2023 and 2022, deferred financing costs included in other assets were $6.4 million each, net of accumulated amortization of $3.5 million and $2.8 million, respectively. Deferred financing costs and original issue discount included in long-term debt totaled $32.0 million and $27.0 million, net of accumulated amortization of $11.7 million and $7.3 million, at December 31, 2023 and 2022, 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 for each of the years ended December 31, 2023 and 2022 and $3.5 million for the year ended December 31, 2021. 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 has a self-insured health insurance plan 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 $3.8 million and $1.8 million at December 31, 2023 and 2022, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. Leases The Company accounts for leases under ASC Topic 842, Leases (“Topic 842”). 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 right-of-use 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. The Company recognizes right-of-use assets and lease liabilities on its 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. Right-of-use 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 to not separate lease and non-lease components and instead accounts 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 elected to not recognize a lease liability or right-of-use 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 to the cost of the acquired assets. 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. Assets and Liabilities Held for Sale The Company classifies assets and related liabilities as held for sale (the “disposal group”) when: (i) management has committed to a plan to sell the disposal group, (ii) the disposal group is available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the disposal group is probable within one year, (v) the disposal group is being actively marketed for sale at price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the disposal group. Assets and liabilities held for sale are presented separately within the consolidated balance sheets with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell. Goodwill is allocated to the disposal group based on the relative fair value of the disposal group and the portion of the reporting unit to be retained. Any gain or loss on held for sale assets and liabilities is included as a component of other income (expense), net in the consolidated statements of comprehensive loss. Depreciation of property and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each period the disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. Refer to Note 3 for a discussion of assets and liabilities held for sale at December 31, 2023. Redeemable Noncontrolling Interest ASC Topic 480, Distinguishing Liabilities from Equity, 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 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 Colleagues. 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. Fair Value of Financial Instruments The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, 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 |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale Since its launch in January 2020, the Company's specialty wholesale broker business has not benefited from the same degree of capital allocation, focus and prioritization as the retail and MGA businesses. After assessing the various paths forward for the specialty wholesale broker business near the end of 2023, management concluded that a plan to sell the specialty wholesale broker business creates the greatest opportunity for both the Company and the specialty wholesale broker business. The Company determined that its specialty wholesale broker business, operating within the Underwriting, Capacity & Technology Solutions Operating Group, met the criteria to be classified as held for sale at December 31, 2023. The assets and liabilities of the specialty wholesale broker business have been recorded as held for sale at their carrying value, which was determined to be lower than the fair value of the net assets less costs to sell and, as a result, no gain or loss was recorded. The planned divestiture did not meet the criteria of a discontinued operation and the Company will continue to report the operating results for its specialty wholesale broker business as continuing operations in the consolidated statements of comprehensive loss until a sale is completed. Subsequent to the end of 2023, the Company entered into a definitive agreement for the sale of the business, which is expected to close on March 1, 2024. Refer to Note 22 for additional information. The table below provides a summary of the major classes of assets and liabilities that have been classified as held for sale on the consolidated balance sheets: (in thousands) December 31, 2023 Restricted cash $ 5,930 Premiums, commissions and fees receivable, net 36,470 Property and equipment, net 50 Right-of-use assets 310 Other assets 395 Intangible assets, net 11,716 Goodwill 9,480 Assets held for sale $ 64,351 Premiums payable to insurance companies $ 42,289 Producer commissions payable 955 Accrued expenses and other current liabilities (1) 589 Operating lease liabilities, less current portion 98 Liabilities held for sale $ 43,931 __________ (1) Includes the current portion of operating lease liabilities. |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 12 Months Ended |
Dec. 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 accompanying consolidated financial statements. Total revenues and expenses of the Company’s consolidated VIEs included in the consolidated statements of comprehensive loss were $2.0 million and $1.1 million, respectively, for the year ended December 31, 2023, $1.7 million and $1.0 million, respectively, for the year ended December 31, 2022, and $1.0 million and $0.6 million, respectively, for the year ended December 31, 2021. Total assets and liabilities of the Company's consolidated VIEs included on the consolidated balance sheets were $0.8 million and $0.2 million, respectively, at December 31, 2023 and $0.4 million and $0.1 million, respectively, at December 31, 2022. 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, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides disaggregated revenues by major source: For the Years Ended December 31, (in thousands) 2023 2022 2021 Commission revenue (1) $ 967,552 $ 786,794 $ 472,495 Profit-sharing revenue (2) 93,437 66,091 37,392 Consulting and service fee revenue (3) 74,637 61,244 30,182 Policy fee and installment fee revenue (4) 65,386 55,362 19,903 Other income (5) 10,816 11,229 7,318 Investment income (6) 6,727 — — Total revenues $ 1,218,555 $ 980,720 $ 567,290 __________ (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 for providing insurance placement services to Clients for a negotiated fee 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 and fulfilling certain administrative functions on behalf of Insurance Company Partners, 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 Insurance Company Partners related to policy premiums paid on an installment basis. (5) Other income includes other ancillary income, premium financing income and marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted Medicare marketing campaigns. (6) Investment income represents interest earnings on available cash invested in treasury money market funds. 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 when a risk of significant reversals exists based on: (i) historical renewal patterns; 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 benefit period for new business. • 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, 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 consolidated balance sheets. The balances of contract assets and liabilities arising from contracts with customers were as follows: December 31, (in thousands) 2023 2022 Contract assets $ 342,692 $ 278,023 Contract liabilities 30,281 30,981 During the year ended December 31, 2023, the Company recognized revenue of $31.0 million related to the contract liabilities balance at December 31, 2022. |
Deferred Commission Expense (No
Deferred Commission Expense (Notes) | 12 Months Ended |
Dec. 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 consolidated balance sheets. The table below provides a rollforward of deferred commission expense: For the Years (in thousands) 2023 2022 Balance at beginning of year $ 21,669 $ 11,336 Costs capitalized 12,032 14,967 Amortization (7,145) (4,634) Deferred commission expense classified as held for sale (351) — Balance at end of year $ 26,205 $ 21,669 |
Property and Equipment, Net (No
Property and Equipment, Net (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
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) 2023 2022 Equipment $ 17,779 $ 19,331 Leasehold improvements 8,400 8,072 Furniture 7,262 4,132 Construction in process 2,728 2,190 Other 514 342 Total property and equipment 36,683 34,067 Accumulated depreciation (13,970) (8,662) Property and equipment, net $ 22,713 $ 25,405 Depreciation expense recorded for property and equipment was $5.7 million, $4.6 million and $2.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill Intangible assets consist of the following: December 31, 2023 December 31, 2022 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired relationships (1) $ 1,135,834 $ (186,487) $ 949,347 $ 1,153,031 $ (124,228) $ 1,028,803 Software 99,733 (46,543) 53,190 81,392 (30,790) 50,602 Trade names 27,924 (13,118) 14,806 28,623 (8,110) 20,513 Total intangible assets $ 1,263,491 $ (246,148) $ 1,017,343 $ 1,263,046 $ (163,128) $ 1,099,918 __________ (1) Acquired relationships exclude $20.7 million of gross carrying value and $9.4 million of accumulated amortization classified as held for sale at December 31, 2023. The Company had several asset acquisitions during each of the years ended December 31, 2023 and 2022, which resulted in the addition of acquired relationships of $3.5 million and $3.4 million, respectively, with estimated weighted-average useful lives of 15 years and 18.7 years, respectively. The Company also had several business combinations during the year ended December 31, 2022, which resulted in the addition of acquired relationships of $189.8 million, software of $29.5 million and trade names of $4.4 million with estimated weighted-average useful lives of 20 years, 5 years and 4.9 years, respectively. Amortization expense recorded for intangible assets was $92.7 million, $81.7 million and $48.7 million for the years ended December 31, 2023, 2022 and 2021, 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 2024 $ 89,322 2025 89,503 2026 83,890 2027 73,616 2028 67,454 The changes in carrying value of goodwill by Operating Group are as follows: (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Total Balance at December 31, 2021 $ 901,127 $ 264,018 $ 63,596 $ 1,228,741 Goodwill of acquired businesses — 6,877 180,908 187,785 Measurement period adjustments (1) 5,018 516 — 5,534 Balance at December 31, 2022 906,145 271,411 244,504 1,422,060 Measurement period adjustments (2) — — (211) (211) Goodwill classified as held for sale (3) — (9,480) — (9,480) Balance at December 31, 2023 $ 906,145 $ 261,931 $ 244,293 $ 1,412,369 __________ (1) Measurement period adjustments recorded during 2022 relating to businesses acquired in 2021 increased premiums, commissions and fees receivable by $3.8 million, increased current liabilities by $9.1 million, and increased consideration by $0.2 million. (2) Measurement period adjustments recorded during 2023 relating to businesses acquired in 2022 decreased current liabilities by $0.2 million. (3) |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
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) 2023 2022 Accrued compensation and benefits $ 53,728 $ 44,903 Contract liabilities 30,281 30,981 Accrued expenses 23,274 13,101 Current portion of operating lease liabilities 16,704 14,043 Current portion of long-term debt 10,243 8,509 Earnout incentive bonus (1) 8,020 — Other 10,704 14,206 Accrued expenses and other current liabilities $ 152,954 $ 125,743 __________ (1) |
Long-term Debt (Notes)
Long-term Debt (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
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 (the “JPM Credit Agreement”). As of December 31, 2022, the JPM Credit Agreement, as amended, provided for senior secured credit facilities in an aggregate principal amount of $1.45 billion, which consisted of (i) a term loan facility in the principal amount of $850.0 million maturing October 14, 2027 (the “Term Loan B”) and (ii) a revolving credit facility with commitments in an aggregate principal amount of $600.0 million maturing April 1, 2027 (the “Revolving Facility”). The JPM Credit Agreement is secured by substantially all assets of the Company. Through June 30, 2023, the Term Loan B bore interest at LIBOR plus 350 bps, subject to a LIBOR floor of 50 bps. On June 27, 2023, the Company entered into Amendment No. 6 to the JPM Credit Agreement, under which, effective July 1, 2023, the interest rate on the Term Loan B changed to term SOFR plus a credit spread adjustment between 11 bps and 43 bps based on the term SOFR rate plus an applicable margin of 350 bps, subject to a term SOFR floor of 50 bps. The other terms of the Term Loan B and the terms of the Revolving Facility remained unchanged. On September 15, 2023, the Company entered into Amendment No. 7 to the JPM Credit Agreement to provide for a new senior secured first lien incremental term loan facility in an aggregate principal amount of $170.0 million (the “Incremental Term Loan B”), which represents an increase in the aggregate principal amount of the Term Loan B from $850.0 million to $1.02 billion. The Company used a portion of the proceeds from the Incremental Term Loan B to partially repay outstanding amounts under the Revolving Facility. The Company capitalized debt issuance costs related to the JPM Credit Agreement of $5.0 million and $1.8 million during the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, the outstanding borrowings on the Term Loan B of $998.7 million had an applicable interest rate of 8.97%. Comparatively, 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 outstanding borrowings on the Term Loan B are presented net of unamortized debt issuance costs of $20.3 million and $19.7 million on the consolidated balance sheets at December 31, 2023 and 2022, respectively. Future annual maturities of the Term Loan B are as follows as of December 31, 2023: (in thousands) Amount Payments for the years ending December 31, 2024 $ 10,243 2025 10,243 2026 10,243 2027 968,008 Total long-term debt 998,737 Less: unamortized debt discount and issuance costs (20,311) Net long-term debt $ 978,426 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 $341.0 million at December 31, 2023 had an applicable interest rate of 8.46%. Comparatively, the outstanding borrowings on the Revolving Facility of $505.0 million at December 31, 2022 had an applicable interest rate of 7.41%. The Revolving Facility is also subject to a commitment fee of 0.40% on the unused capacity at December 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 December 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 applicable base rate to the amount of the cap. At December 31, 2023, the Company held three interest rate caps; one interest rate cap with a notional amount of $300.0 million and interest rate cap of 1.50% expiring on March 10, 2024 and two interest rate caps each with a notional amount of $600.0 million and interest rate cap of 7.00% expiring on November 30, 2025. The interest rate caps, which are included as a component of other assets on the consolidated balance sheets, are recorded at an aggregate fair value of $2.6 million and $15.2 million at December 31, 2023 and 2022, respectively. The Company recognized a loss on interest rate caps of $1.7 million for the year ended December 31, 2023, which included an unrealized fair value loss of $12.6 million, offset in part by a realized gain related to settlements received of $10.9 million. The unrealized fair value loss for 2023 relates to changes in the interest rate curve and our March 10, 2024 interest rate cap approaching maturity. Comparatively, the Company recognized and a gain on interest rate caps of $26.2 million for the year ended December 31, 2022 in connection with rising interest rates and market estimates for future rate increases. The gain or loss on interest rate caps is included as a component of other income (expense), net in the consolidated statements of comprehensive loss. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases relating to its facilities and office equipment with terms expiring though February 2031. 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 right-of-use assets and lease liabilities at December 31, 2023. Operating lease right-of-use assets and lease liabilities were as follows: December 31, (in thousands) 2023 2022 Assets: Right-of-use assets $ 85,473 $ 96,465 Liabilities: Operating lease liabilities, current portion $ 16,704 $ 14,043 Operating lease liabilities, non-current 78,999 87,692 Total operating lease liabilities $ 95,703 $ 101,735 The components of the lease costs were as follows: For the Years Ended December 31, (in thousands) 2023 2022 2021 Operating lease costs $ 23,195 $ 19,921 $ 13,086 Variable lease costs 3,677 3,073 2,853 Supplemental cash flow information relating to our leases was as follows: For the Years Ended December 31, (in thousands) 2023 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 19,587 $ 17,125 $ 11,562 Operating lease non-cash items: Right-of-use assets obtained in exchange for operating lease liabilities $ 6,414 $ 24,910 $ 86,524 Right-of-use assets increased through lease modifications and reassessments 1,063 5,905 6,131 Weighted average remaining lease terms and discount rates were as follows: December 31, 2023 2022 Operating leases: Remaining lease term 5.4 years 6.2 years Discount rate 5.3 % 5.1 % Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2023 were as follows: (in thousands) Minimum Future Lease Payments For the years ending December 31, 2024 $ 21,258 2025 20,459 2026 18,973 2027 17,953 2028 14,469 Thereafter 17,744 Total minimum lease payments 110,856 Less: amounts representing interest or imputed interest (15,153) Present value of lease liabilities $ 95,703 |
Stockholders Equity and Noncont
Stockholders Equity and Noncontrolling Interest | 12 Months Ended |
Dec. 31, 2023 | |
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 Class B 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 Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes 1,558,694 — Common stock and restricted stock grants under Omnibus Incentive 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 Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes (7,593) — Common stock and restricted stock grants under Omnibus Incentive 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 Common stock and restricted stock grants under Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes (177,555) — Common stock and restricted stock grants under Omnibus Incentive Plan, net of forfeitures and shares withheld for taxes 854,067 — Redemption of Class B shares of common stock for Class A shares 2,082,424 (2,082,424) Cancellation of Class A shares to settle obligation from Partner (72,354) — Shares issued at December 31, 2023 64,133,950 52,422,494 Class A Common Stock Stockholders 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. Stockholders 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 stockholders 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 cancelled 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, BRP’s LLC Members 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, together with holders of Class A common stock as a single class, 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, 2023 December 31, 2022 LLC Units Percentage LLC Units Percentage Interest in BRP held by BRP Group 64,133,950 55 % 61,447,368 53 % Noncontrolling interest in BRP held by BRP’s LLC Members 52,422,494 45 % 54,504,918 47 % Total 116,556,444 100 % 115,952,286 100 % |
Related Party Transactions (Not
Related Party Transactions (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Due to/from Related Parties The Company has $1.5 million due from related parties at December 31, 2023, which includes amounts due from Partners for post-closing cash requirements in accordance with Partnership agreements. This receivable also includes $0.8 million for a loan made to an entity formed for the benefit of MSI and with which BRP, Lowry Baldwin, the Company's Chairman, and members of the Company's executive management team have made capital commitments. Due from related parties is included in prepaid expenses and other current assets on the consolidated balance sheets. Related party notes payable of $1.5 million at December 31, 2023 and 2022 relate to the settlement of contingent earnout consideration for one 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 from transactions with The Villages and affiliated entities was $2.1 million for each of the years ended December 31, 2023 and 2022 and $1.8 million for the year ended December 31, 2021. 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 from transactions with these entities was $0.3 million for each of the years ended December 31, 2023, 2022 and 2021. Commissions and Consulting Expense Two brothers of Lowry Baldwin, the Company's Chairman, collectively received producer commissions from the Company comprising approximately $0.6 million during each of the years ended December 31, 2023, 2022 and 2021. The Company had 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 and $1.2 million for the years ended December 31, 2023 and 2022, respectively. 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 $12,000 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 each of the years ended December 31, 2023 and 2022 and $0.5 million for the year ended December 31, 2021. Total right-of-use assets and operating lease liabilities included on the Company's balance sheets relating to these lease agreements were $1.4 million each at December 31, 2023 and $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 approximately $3.9 million, $3.8 million and $2.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Total right-of-use assets and operating lease liabilities included on the Company's balance sheets relating to these lease agreements were $12.9 million and $13.4 million, respectively, at December 31, 2023 and $15.0 million and $15.4 million, respectively, at December 31, 2022. Other Lowry Baldwin, the Company's Chairman, paid $0.3 million of BRP's commitment to the University of South Florida (“USF”) during each of the years ended December 31, 2023 and 2022. Refer to Note 20 for additional information regarding this commitment. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
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 stockholders. 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 8,461,907 and 3,000,000, respectively, at December 31, 2023. 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 the Company’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 2,331,128 shares effective January 1, 2024. At December 31, 2023, there were 1,385,732 and 1,626,454 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, 2023, 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, officers and Colleagues during the year ended December 31, 2023 were vested upon issuance while RSAs issued to Colleagues and consultants generally either cliff vest after three three The following table summarizes the activity for awards granted by the Company under the Plans: Shares Weighted-Average Grant-Date Fair Value Per Share Non-vested awards 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 Non-vested awards 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 Non-vested awards outstanding at December 31, 2022 3,595,303 28.26 Granted 1,855,051 28.97 Vested and settled (1,541,042) 25.93 Forfeited (387,722) 32.17 Non-vested awards outstanding at December 31, 2023 3,521,590 29.22 Non-vested awards outstanding at December 31, 2023 that are expected to vest 2,888,235 29.68 The total fair value of shares that vested and settled under the Plans was $40.0 million, $21.4 million and $6.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. Non-vested awards outstanding at December 31, 2023 include 596,272 PSUs expected to vest, which have an aggregate intrinsic value of $14.3 million and a weighted-average remaining contractual term of 1.6 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, 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 $56.2 million, $47.4 million and $19.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Shared-based compensation expense is included in commissions, employee compensation and benefits expense in the consolidated statements of comprehensive loss. The Company had $64.0 million of total unrecognized compensation cost related to non-vested shares at December 31, 2023, which is expected to be recognized over a weighted-average period of 2.0 years. Long-Term Incentive Plan During the years ended December 31, 2023, 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 $7.6 million, $5.1 million and $3.1 million, respectively, and (ii) RSAs with an aggregate grant date value of $0.4 million, $1.5 million and $1.0 million, respectively. The incentive compensation awards granted during the years ended December 31, 2023, 2022 and 2021 have an aggregate maximum value of $25.9 million, $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 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 PSUs with market conditions 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 remaining measurement period of the awards at the grant date. The assumptions used in calculating the fair value of the PSUs with market conditions are set forth in the table below. For the Years Ended December 31, 2023 2022 2021 Expected volatility minimum 18 % 19 % 18 % Expected volatility maximum 364 % 267 % 172 % Risk-free interest rate 4.41 % 2.00 % 0.27 % Expected term 2.9 years 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 contained identical vesting conditions to the original MIU issuances. As such, no MIUs remain issued and outstanding. The non-vested MIU Conversion LLC Units vested according to time-based benchmarks through 2023. There were 429,747, 450,744 and 467,237 MIU Conversion LLC Units that vested during the years ended December 31, 2023, 2022 and 2021, respectively. |
Retirement Plan (Notes)
Retirement Plan (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plan | Retirement Plan The 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 $16.9 million, $11.4 million and $5.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Income Taxes (Notes)
Income Taxes (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes BRP 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 include the following: For the Years Ended December 31, (in thousands) 2023 2022 2021 Current Federal $ 75 $ 18 $ 11 State and local 1,250 693 3 Total current income tax expense 1,325 711 14 Deferred Federal (40) (2) 4 State and local — 6 1 Total deferred income tax expense (40) 4 5 Total income tax expense $ 1,285 $ 715 $ 19 Income tax expense at the Company’s effective tax rate differed from the statutory tax rate as follows: For the Years Ended December 31, (in thousands) 2023 2022 2021 Loss before income taxes $ (162,734) $ (76,033) $ (58,101) Noncontrolling interest 18,357 9,415 7,072 Tax provision at statutory rate (21%) (34,593) (15,966) (12,201) Effect of: Valuation allowance 20,574 8,787 6,942 State and local income tax (5,799) (2,659) (2,403) Meals and entertainment 1,134 291 86 IRC 162(m) 987 152 435 Share-based compensation 778 124 (467) State rate change (479) 824 (12) True-up and adjustments 128 (502) 3 MIU issuance 67 187 452 Other 131 62 112 Total income tax expense $ 1,285 $ 715 $ 19 The following table summarizes the components of deferred tax assets and liabilities: December 31, (in thousands) 2023 2022 Deferred tax assets Investment in Partnerships $ 105,398 $ 86,871 163(j) limitation carryforward 22,313 8,119 Net operating loss 9,719 6,313 Capitalized transaction costs 1,955 2,147 Charitable contributions 757 442 Total deferred tax assets 140,142 103,892 Less: valuation allowance (140,142) (103,892) 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 $140.1 million and $103.9 million against its deferred tax assets at December 31, 2023 and 2022, respectively. As of December 31, 2023, 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 federal examination for tax years beginning with the year ended December 31, 2020 and state examination for tax years beginning with the year ended December 31, 2019. One of the Company's subsidiaries is currently under audit with the IRS for the year ended December 31, 2020. The Company is not under audit for other taxable entities, jurisdictions or tax years. In addition, all of our federal net operating losses and 163(j) interest expense limitations can be carried forward indefinitely while our state net operating losses will begin to expire in 2039. 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 is a party to 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 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 BRP. 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 BRP 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, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic 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. The following table sets forth the computation of basic and diluted loss per share: For the Years Ended December 31, (in thousands, except per share data) 2023 2022 2021 Basic and diluted loss per share: Loss attributable to BRP Group $ (90,141) $ (41,772) $ (30,646) Shares used for basic and diluted loss per share: Basic and diluted weighted-average shares of Class A common stock outstanding 60,135 56,825 47,588 Basic and diluted loss per share $ (1.50) $ (0.74) $ (0.64) Potentially dilutive securities consist of unvested stock awards, including RSAs and PSUs, in addition to 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, 2023 2022 2021 Unvested RSAs and PSUs 3,874,639 3,595,303 3,119,909 Shares of Class B common stock 53,132,031 54,504,918 56,338,051 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. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 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: December 31, (in thousands) 2023 2022 Level 2 Interest rate caps $ 2,562 $ 15,150 Level 2 Assets $ 2,562 $ 15,150 Level 3 Contingent earnout liabilities $ 276,467 $ 266,936 Level 3 Liabilities $ 276,467 $ 266,936 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 caps 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 December 31, 2023 and 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 $61.1 million, $32.3 million and $45.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be $607.4 million at December 31, 2023. The Company measures contingent earnout liabilities at fair value 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 change in 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 December 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 7.50% to 13.75% at December 31, 2023 and from 6.50% to 18.00% at December 31, 2022. Changes in financial projections, market participant assumptions for revenue growth, 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) 2023 2022 Balance at beginning of year $ 266,936 $ 258,589 Change in fair value of contingent consideration (1) 61,083 32,307 Fair value of contingent consideration issuances 723 14,918 Settlement of contingent consideration (2) (52,275) (38,878) Balance at end of year $ 276,467 $ 266,936 __________ (1) The Company reclassified $8.5 million of its contingent earnout liabilities through the issuance of an incentive bonus during the year ended December 31, 2023, which results in a reduction to the change in fair value of contingent consideration and an increase to commissions, employee compensation and benefits expense in the consolidated statements of comprehensive loss. The incentive bonus that remains unpaid at the end of the year is reflected as an earnout incentive bonus in Note 10. (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, the latter of which was included as payments of contingent earnout consideration in the consolidated statements of cash flows for the year ended December 31, 2022 when the related party notes payable were paid. Fair Value of Assets and Liabilities Not Measured at Fair Value 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, 2023 December 31, 2022 (in thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt (1) Level 2 $ 998,737 $ 997,489 $ 838,114 $ 816,155 Revolving line of credit Level 2 341,000 335,963 505,000 476,304 __________ (1) The carrying amount of long-term debt reflects outstanding borrowings on the Term Loan B, which are presented net of unamortized debt discount and issuance costs of $20.3 million and $19.7 million at December 31, 2023 and 2022, respectively, on the consolidated balance sheets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of December 31, 2023, BRP has a remaining commitment to USF to donate $4.2 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, the Company's Chairman, 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 resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. |
Segment Reporting (Notes)
Segment Reporting (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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 (“IAS”) Operating Group provides expertly-designed commercial risk management, employee benefits and private risk management solutions for businesses and high-net-worth individuals, as well as their families, through our national footprint which has assimilated some of the highest quality independent insurance brokers in the country with vast and varied strategic capabilities and expertise. • The Underwriting, Capacity & Technology Solutions (“UCTS”) Operating Group consists of three distinct businesses—our specialty wholesale broker business, our MGA of the Future platform and, as of the third quarter of 2023, our newly launched reinsurance brokerage business, Juniper Re. Our specialty wholesale broker business delivers professionals, individuals and niche industry businesses expanded access to exclusive specialty markets, capabilities and programs requiring complex underwriting and placement. Through its MGA of the Future platform, the Company manufactures proprietary, technology-enabled insurance products that are then distributed (in many instances via technology and/or API integrations) internally via Risk Advisors across its 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 the national embedded renters insurance product sold at point of lease via integrations with property management software providers. • The Mainstreet Insurance Solutions (“MIS”) Operating Group offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities, with a focus on accessing Clients via sheltered distribution channels, which include, but are not limited to, new home builders, realtors, mortgage originators/lenders, master planned communities, and various other community centers of influence. The MIS Operating Group also 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 all its Operating Groups, the Company generates commissions 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 IAS and UCTS Operating Groups, the Company generates fees from service fee and consulting arrangements. Service fee arrangements are in place with certain Clients for providing insurance placement services. 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 services and other administrative functions on behalf of Insurance Company Partners. In the MIS 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 addition, the Company generates investment income in the IAS and UCTS Operating Groups and the Corporate and Other non-reportable segment. 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 regarding 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 interest expense. Intersegment revenue and expenses are eliminated through Corporate and Other. 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, 2023 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Revenues: Commissions and fees (1) $ 626,828 $ 418,014 $ 234,697 $ (67,711) $ 1,211,828 Investment income 3,637 2,135 — 955 6,727 Total revenues 630,465 420,149 234,697 (66,756) 1,218,555 Operating expenses: Commissions, employee compensation and benefits (1) 433,596 311,708 148,240 17,810 911,354 Other operating expenses 79,100 44,663 31,698 34,806 190,267 Amortization expense 51,568 18,188 22,848 100 92,704 Change in fair value of contingent consideration 41,481 17,755 1,847 — 61,083 Depreciation expense 1,462 705 570 2,961 5,698 Total operating expenses 607,207 393,019 205,203 55,677 1,261,106 Operating income (loss) 23,258 27,130 29,494 (122,433) (42,551) Other income (expense): Interest income (expense), net 157 — 30 (119,652) (119,465) Other income (expense), net (263) 1,148 — (1,603) (718) Total other income (expense) (106) 1,148 30 (121,255) (120,183) Income (loss) before income taxes 23,152 28,278 29,524 (243,688) (162,734) Income tax expense 13 — 102 1,170 1,285 Net income (loss) $ 23,139 $ 28,278 $ 29,422 $ (244,858) $ (164,019) Capital expenditures $ 1,330 $ 7,571 $ 3,482 $ 8,993 $ 21,376 At December 31, 2023 Total assets $ 2,250,545 $ 688,588 $ 518,593 $ 44,211 $ 3,501,937 __________ (1) During the year ended December 31, 2023, the UCTS Operating Group recorded intercompany commissions and fees of $65.9 million and the MIS Operating Group recorded intercompany commissions and fees of $1.8 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other. For the Year Ended December 31, 2022 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Revenues: Commissions and fees (1) $ 558,776 $ 307,748 $ 157,038 $ (42,842) $ 980,720 Total revenues 558,776 307,748 157,038 (42,842) 980,720 Operating expenses: Commissions, employee compensation and benefits (1) 385,492 218,859 97,732 17,362 719,445 Other operating expenses 73,638 31,313 25,702 43,055 173,708 Amortization expense 50,209 16,946 14,578 5 81,738 Change in fair value of contingent consideration 26,429 5,354 524 — 32,307 Depreciation expense 1,476 615 278 2,251 4,620 Total operating expenses 537,244 273,087 138,814 62,673 1,011,818 Operating income (loss) 21,532 34,661 18,224 (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 18,252 (150,604) (76,033) Income tax expense — — — 715 715 Net income (loss) $ 22,029 $ 34,290 $ 18,252 $ (151,319) $ (76,748) Capital expenditures $ 1,738 $ 5,655 $ 3,018 $ 11,568 $ 21,979 At December 31, 2022 Total assets $ 2,240,483 $ 616,117 $ 530,504 $ 75,078 $ 3,462,182 __________ (1) During the year ended December 31, 2022, the IAS Operating Group recorded intercompany commissions and fees of $1.7 million; the UCTS Operating Group recorded intercompany commissions and fees of $39.2 million; and the MIS Operating Group recorded intercompany commissions and fees of $1.9 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other. For the Year Ended December 31, 2021 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Revenues: Commissions and fees (1) $ 363,822 $ 144,455 $ 61,736 $ (2,723) $ 567,290 Total revenues 363,822 144,455 61,736 (2,723) 567,290 Operating expenses: Commissions, employee compensation and benefits (1) 234,652 102,824 39,193 23,381 400,050 Other operating expenses 50,037 13,716 10,259 28,150 102,162 Amortization expense 34,056 11,326 3,333 5 48,720 Change in fair value of contingent consideration 32,735 11,881 580 — 45,196 Depreciation expense 1,483 184 345 776 2,788 Total operating expenses 352,963 139,931 53,710 52,312 598,916 Operating income (loss) 10,859 4,524 8,026 (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 taxes 11,282 4,484 8,023 (81,890) (58,101) Income tax expense — — — 19 19 Net income (loss) $ 11,282 $ 4,484 $ 8,023 $ (81,909) $ (58,120) Capital expenditures $ 949 $ 590 $ 191 $ 3,591 $ 5,321 __________ (1) During the year ended December 31, 2021, the IAS Operating Group recorded intercompany commissions and fees of $1.5 million; the UCTS Operating Group recorded intercompany commissions and fees of $0.2 million; and the MIS Operating Group recorded intercompany commissions and fees of $1.1 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On January 26, 2024, the Company signed a definitive agreement for the sale of its specialty wholesale broker business for proceeds of approximately $58.9 million. The transaction is expected to close on March 1, 2024, subject to customary closing conditions. The Company has not yet completed a determination of the gain or loss to be recognized from this transaction. Refer to Note 3 for additional information on the specialty wholesale broker business, the assets and liabilities of which were classified as held for sale as of December 31, 2023. On January 30, 2024, the Company accelerated settlement of Brush Creek Partners' contingent earnout and entered into notes payable agreements with each of Brush Creek Partners' stockholders for a combined principal amount of $8.2 million. The related party notes are payable as follows: (i) $2.05 million is payable within 30 days of the date of the agreement, and (ii) $6.15 million is payable on February 28, 2025. On January 1, 2024, the Company's FounderShield Partner moved from the UCTS Operating Group to the IAS Operating Group. As of December 31, 2023, this realignment has not yet been reflected within the Company's financial statements. Quarterly reports on Form 10-Q for the 2024 periods will include a revision of the UCTS and IAS Operating Groups and corresponding information for prior periods will be retrospectively revised to reflect this change. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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; impairment of intangible assets and goodwill; the valuation of contingent consideration; and the valuation allowance for deferred tax assets. |
Recently Issued and Recently Adopted Accounting Standards | Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (“Topic 280”)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to enhance the disclosure requirements for reportable segments. ASU 2023-07 requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”), as well as an aggregate amount of other segment items included within segment profit or loss and a description of its composition. Additionally, ASU 2023-07 requires disclosure of the title and position of the CODM and a description of how the CODM utilizes the reported measure of segment profit or loss to assess segment performance. ASU 2023-07 requires segment disclosures under Topic 280 on an annual and interim basis. This guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company expects the adoption of this standard to expand its annual and interim segment disclosures, but otherwise have no impact on the consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”) to enhance the transparency and usefulness of income tax disclosures. ASU 2023-09 requires disclosure of specific categories and disaggregation of information in the rate reconciliation table using both percentages and reporting currency amounts. ASU 2023-09 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations. This guidance is effective for fiscal years beginning after December 15, 2024. The Company expects the adoption of this standard to expand its income tax disclosures, but otherwise have no impact on the consolidated financial statements. Recently Adopted Accounting Standards In October 2021, the FASB issued 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 of this guidance did not have any impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (“Topic 848”)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which established optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform to provide temporary relief during the transition period of Topic 848 and ease the potential burden of accounting for, or recognizing the effects of, reference rate reform on financial reporting. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 to defer the sunset date of Topic 848 from December 31, 2022 to December 31, 2024 as a result of the extension of the intended cessation of USD LIBOR to June 30, 2023. The Company has adopted the optional expedient within ASU 2020-04 to account for modifications of contracts within the scope of ASC Topic 470, Debt , including Amendment No. 6 to the JPM Credit Agreement dated June 27, 2023 discussed in Note 11. The adoption of this guidance did 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 providing insurance placement services to insureds (“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. 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. Commission revenue is recorded net of allowances for estimated policy cancellations, which are determined based on an evaluation of historical and current cancellation data. Commissions 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 earns service fee revenue for providing insurance placement services to Clients for a negotiated fee and consulting revenue is earned by providing specialty insurance consulting. 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. Profit-sharing commissions represent bonus-type revenue that is earned by the Company as a sales incentive provided by certain Insurance Company Partners. The Company receives profit-sharing commissions based primarily on underwriting results, but may also contain considerations for volume, growth, loss performance or retention. 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 the revenue 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 are included as a component of accrued expenses and other current liabilities on the consolidated balance sheets. The Company earns installment fee revenue for payment processing services performed on behalf of the Insurance Company Partner related to policy premiums paid on an installment basis. The Company recognizes installment fee revenue in the period the services are performed. The Company also earns investment income, which primarily consists of interest earnings on available cash invested in treasury money market funds. The Company recognizes investment income in the period the revenue is earned. 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 benefit period for new business. 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 Clients 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 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 in service transactions. Premiums, commissions and fees receivable are reported net of allowances for estimated policy cancellations. The allowance for estimated policy cancellations was $12.6 million and $8.4 million at December 31, 2023 and 2022, 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 $5.7 million and $3.3 million at December 31, 2023 and 2022, 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, 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 5 - 10 Furniture 7 Equipment 5 Other 3 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 $28.5 million and $10.1 million at December 31, 2023 and 2022, respectfully, which is presented net of accumulated amortization of $1.4 million at December 31, 2023 on the consolidated balance sheets. Capitalized software is included as a component of software under intangible assets, net on the consolidated balance sheets. The Company amortizes capitalized software on the straight-line basis over estimated useful lives of three |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill The Company has recognized separately identifiable intangible assets in connection with strategic acquisitions made by the Company (“Partnerships”), as well as those related to software purchased and developed for internal use. 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 estimated useful lives of 15 to 20 years and one two 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. The Company reviews its 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, 2023, 2022 or 2021. 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. On October 1, 2023, 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, 2023, 2022 or 2021. |
Deferred Financing Costs, Net | Deferred Financing Costs, Net Deferred financing costs consist of origination fees and debt issuance costs related to obtaining and amending 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. At December 31, 2023 and 2022, deferred financing costs included in other assets were $6.4 million each, net of accumulated amortization of $3.5 million and $2.8 million, respectively. Deferred financing costs and original issue discount included in long-term debt totaled $32.0 million and $27.0 million, net of accumulated amortization of $11.7 million and $7.3 million, at December 31, 2023 and 2022, 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 for each of the years ended December 31, 2023 and 2022 and $3.5 million for the year ended December 31, 2021. |
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 has a self-insured health insurance plan 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 $3.8 million and $1.8 million at December 31, 2023 and 2022, respectively, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. |
Leases | Leases The Company accounts for leases under ASC Topic 842, Leases (“Topic 842”). 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 right-of-use 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. The Company recognizes right-of-use assets and lease liabilities on its 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. Right-of-use 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 to not separate lease and non-lease components and instead accounts 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 elected to not recognize a lease liability or right-of-use 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 to the cost of the acquired assets. 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. |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale The Company classifies assets and related liabilities as held for sale (the “disposal group”) when: (i) management has committed to a plan to sell the disposal group, (ii) the disposal group is available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the disposal group is probable within one year, (v) the disposal group is being actively marketed for sale at price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the disposal group. Assets and liabilities held for sale are presented separately within the consolidated balance sheets with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell. Goodwill is allocated to the disposal group based on the relative fair value of the disposal group and the portion of the reporting unit to be retained. Any gain or loss on held for sale assets and liabilities is included as a component of other income (expense), net in the consolidated statements of comprehensive loss. Depreciation of property and equipment and amortization of intangible and right-of-use assets are not recorded while these assets are classified as held for sale. For each period the disposal group remains classified as held for sale, its recoverability is reassessed and any necessary adjustments are made to its carrying value. Refer to Note 3 for a discussion of assets and liabilities held for sale at December 31, 2023. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest ASC Topic 480, Distinguishing Liabilities from Equity, 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 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 Colleagues. 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. |
Fair Value of Financial Instruments | Fair Value of Financial 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 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 5 - 10 Furniture 7 Equipment 5 Other 3 |
Assets and Liabilities Held f_2
Assets and Liabilities Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities Held for Sale | The table below provides a summary of the major classes of assets and liabilities that have been classified as held for sale on the consolidated balance sheets: (in thousands) December 31, 2023 Restricted cash $ 5,930 Premiums, commissions and fees receivable, net 36,470 Property and equipment, net 50 Right-of-use assets 310 Other assets 395 Intangible assets, net 11,716 Goodwill 9,480 Assets held for sale $ 64,351 Premiums payable to insurance companies $ 42,289 Producer commissions payable 955 Accrued expenses and other current liabilities (1) 589 Operating lease liabilities, less current portion 98 Liabilities held for sale $ 43,931 __________ (1) Includes the current portion of operating lease liabilities. |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table provides disaggregated revenues by major source: For the Years Ended December 31, (in thousands) 2023 2022 2021 Commission revenue (1) $ 967,552 $ 786,794 $ 472,495 Profit-sharing revenue (2) 93,437 66,091 37,392 Consulting and service fee revenue (3) 74,637 61,244 30,182 Policy fee and installment fee revenue (4) 65,386 55,362 19,903 Other income (5) 10,816 11,229 7,318 Investment income (6) 6,727 — — Total revenues $ 1,218,555 $ 980,720 $ 567,290 __________ (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 for providing insurance placement services to Clients for a negotiated fee 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 and fulfilling certain administrative functions on behalf of Insurance Company Partners, 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 Insurance Company Partners related to policy premiums paid on an installment basis. (5) Other income includes other ancillary income, premium financing income and marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted Medicare marketing campaigns. (6) Investment income represents interest earnings on available cash invested in treasury money market funds. |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 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: December 31, (in thousands) 2023 2022 Contract assets $ 342,692 $ 278,023 Contract liabilities 30,281 30,981 |
Deferred Commission Expense (Ta
Deferred Commission Expense (Tables) | 12 Months Ended |
Dec. 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 Years (in thousands) 2023 2022 Balance at beginning of year $ 21,669 $ 11,336 Costs capitalized 12,032 14,967 Amortization (7,145) (4,634) Deferred commission expense classified as held for sale (351) — Balance at end of year $ 26,205 $ 21,669 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following: December 31, (in thousands) 2023 2022 Equipment $ 17,779 $ 19,331 Leasehold improvements 8,400 8,072 Furniture 7,262 4,132 Construction in process 2,728 2,190 Other 514 342 Total property and equipment 36,683 34,067 Accumulated depreciation (13,970) (8,662) Property and equipment, net $ 22,713 $ 25,405 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: December 31, 2023 December 31, 2022 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Acquired relationships (1) $ 1,135,834 $ (186,487) $ 949,347 $ 1,153,031 $ (124,228) $ 1,028,803 Software 99,733 (46,543) 53,190 81,392 (30,790) 50,602 Trade names 27,924 (13,118) 14,806 28,623 (8,110) 20,513 Total intangible assets $ 1,263,491 $ (246,148) $ 1,017,343 $ 1,263,046 $ (163,128) $ 1,099,918 __________ (1) Acquired relationships exclude $20.7 million of gross carrying value and $9.4 million of accumulated amortization classified as held for sale at December 31, 2023. |
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 2024 $ 89,322 2025 89,503 2026 83,890 2027 73,616 2028 67,454 |
Schedule of Goodwill | The changes in carrying value of goodwill by Operating Group are as follows: (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Total Balance at December 31, 2021 $ 901,127 $ 264,018 $ 63,596 $ 1,228,741 Goodwill of acquired businesses — 6,877 180,908 187,785 Measurement period adjustments (1) 5,018 516 — 5,534 Balance at December 31, 2022 906,145 271,411 244,504 1,422,060 Measurement period adjustments (2) — — (211) (211) Goodwill classified as held for sale (3) — (9,480) — (9,480) Balance at December 31, 2023 $ 906,145 $ 261,931 $ 244,293 $ 1,412,369 __________ (1) Measurement period adjustments recorded during 2022 relating to businesses acquired in 2021 increased premiums, commissions and fees receivable by $3.8 million, increased current liabilities by $9.1 million, and increased consideration by $0.2 million. (2) Measurement period adjustments recorded during 2023 relating to businesses acquired in 2022 decreased current liabilities by $0.2 million. (3) |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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) 2023 2022 Accrued compensation and benefits $ 53,728 $ 44,903 Contract liabilities 30,281 30,981 Accrued expenses 23,274 13,101 Current portion of operating lease liabilities 16,704 14,043 Current portion of long-term debt 10,243 8,509 Earnout incentive bonus (1) 8,020 — Other 10,704 14,206 Accrued expenses and other current liabilities $ 152,954 $ 125,743 __________ (1) |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023: (in thousands) Amount Payments for the years ending December 31, 2024 $ 10,243 2025 10,243 2026 10,243 2027 968,008 Total long-term debt 998,737 Less: unamortized debt discount and issuance costs (20,311) Net long-term debt $ 978,426 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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) 2023 2022 Assets: Right-of-use assets $ 85,473 $ 96,465 Liabilities: Operating lease liabilities, current portion $ 16,704 $ 14,043 Operating lease liabilities, non-current 78,999 87,692 Total operating lease liabilities $ 95,703 $ 101,735 |
Schedule of Lease Costs and Other Information Related to Leases | The components of the lease costs were as follows: For the Years Ended December 31, (in thousands) 2023 2022 2021 Operating lease costs $ 23,195 $ 19,921 $ 13,086 Variable lease costs 3,677 3,073 2,853 Supplemental cash flow information relating to our leases was as follows: For the Years Ended December 31, (in thousands) 2023 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 19,587 $ 17,125 $ 11,562 Operating lease non-cash items: Right-of-use assets obtained in exchange for operating lease liabilities $ 6,414 $ 24,910 $ 86,524 Right-of-use assets increased through lease modifications and reassessments 1,063 5,905 6,131 Weighted average remaining lease terms and discount rates were as follows: December 31, 2023 2022 Operating leases: Remaining lease term 5.4 years 6.2 years Discount rate 5.3 % 5.1 % |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments under non-cancelable operating lease agreements at December 31, 2023 were as follows: (in thousands) Minimum Future Lease Payments For the years ending December 31, 2024 $ 21,258 2025 20,459 2026 18,973 2027 17,953 2028 14,469 Thereafter 17,744 Total minimum lease payments 110,856 Less: amounts representing interest or imputed interest (15,153) Present value of lease liabilities $ 95,703 |
Stockholders' Equity and Noncon
Stockholders' Equity and Noncontrolling Interest (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Class B 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 Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes 1,558,694 — Common stock and restricted stock grants under Omnibus Incentive 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 Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes (7,593) — Common stock and restricted stock grants under Omnibus Incentive 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 Common stock and restricted stock grants under Partnership Inducement Award Plan, net of forfeitures and shares withheld for taxes (177,555) — Common stock and restricted stock grants under Omnibus Incentive Plan, net of forfeitures and shares withheld for taxes 854,067 — Redemption of Class B shares of common stock for Class A shares 2,082,424 (2,082,424) Cancellation of Class A shares to settle obligation from Partner (72,354) — Shares issued at December 31, 2023 64,133,950 52,422,494 |
Schedule of Ownership Interest | The following table summarizes the ownership interest in BRP: December 31, 2023 December 31, 2022 LLC Units Percentage LLC Units Percentage Interest in BRP held by BRP Group 64,133,950 55 % 61,447,368 53 % Noncontrolling interest in BRP held by BRP’s LLC Members 52,422,494 45 % 54,504,918 47 % Total 116,556,444 100 % 115,952,286 100 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Nonvested Award Activity | The following table summarizes the activity for awards granted by the Company under the Plans: Shares Weighted-Average Grant-Date Fair Value Per Share Non-vested awards 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 Non-vested awards 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 Non-vested awards outstanding at December 31, 2022 3,595,303 28.26 Granted 1,855,051 28.97 Vested and settled (1,541,042) 25.93 Forfeited (387,722) 32.17 Non-vested awards outstanding at December 31, 2023 3,521,590 29.22 Non-vested awards outstanding at December 31, 2023 that are expected to vest 2,888,235 29.68 |
Assumptions Used in Calculating Fair Value in Equity Instruments Other than Options | The assumptions used in calculating the fair value of the PSUs with market conditions are set forth in the table below. For the Years Ended December 31, 2023 2022 2021 Expected volatility minimum 18 % 19 % 18 % Expected volatility maximum 364 % 267 % 172 % Risk-free interest rate 4.41 % 2.00 % 0.27 % Expected term 2.9 years 2.8 years 2.7 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Components of income tax expense include the following: For the Years Ended December 31, (in thousands) 2023 2022 2021 Current Federal $ 75 $ 18 $ 11 State and local 1,250 693 3 Total current income tax expense 1,325 711 14 Deferred Federal (40) (2) 4 State and local — 6 1 Total deferred income tax expense (40) 4 5 Total income tax expense $ 1,285 $ 715 $ 19 |
Schedule of Effective Income Tax Rate Reconciliation | Income tax expense at the Company’s effective tax rate differed from the statutory tax rate as follows: For the Years Ended December 31, (in thousands) 2023 2022 2021 Loss before income taxes $ (162,734) $ (76,033) $ (58,101) Noncontrolling interest 18,357 9,415 7,072 Tax provision at statutory rate (21%) (34,593) (15,966) (12,201) Effect of: Valuation allowance 20,574 8,787 6,942 State and local income tax (5,799) (2,659) (2,403) Meals and entertainment 1,134 291 86 IRC 162(m) 987 152 435 Share-based compensation 778 124 (467) State rate change (479) 824 (12) True-up and adjustments 128 (502) 3 MIU issuance 67 187 452 Other 131 62 112 Total income tax expense $ 1,285 $ 715 $ 19 |
Schedule of Deferred Tax Assets and Liabilities | The following table summarizes the components of deferred tax assets and liabilities: December 31, (in thousands) 2023 2022 Deferred tax assets Investment in Partnerships $ 105,398 $ 86,871 163(j) limitation carryforward 22,313 8,119 Net operating loss 9,719 6,313 Capitalized transaction costs 1,955 2,147 Charitable contributions 757 442 Total deferred tax assets 140,142 103,892 Less: valuation allowance (140,142) (103,892) Net deferred tax assets $ — $ — |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss per share: For the Years Ended December 31, (in thousands, except per share data) 2023 2022 2021 Basic and diluted loss per share: Loss attributable to BRP Group $ (90,141) $ (41,772) $ (30,646) Shares used for basic and diluted loss per share: Basic and diluted weighted-average shares of Class A common stock outstanding 60,135 56,825 47,588 Basic and diluted loss per share $ (1.50) $ (0.74) $ (0.64) |
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, 2023 2022 2021 Unvested RSAs and PSUs 3,874,639 3,595,303 3,119,909 Shares of Class B common stock 53,132,031 54,504,918 56,338,051 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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) 2023 2022 Level 2 Interest rate caps $ 2,562 $ 15,150 Level 2 Assets $ 2,562 $ 15,150 Level 3 Contingent earnout liabilities $ 276,467 $ 266,936 Level 3 Liabilities $ 276,467 $ 266,936 |
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) 2023 2022 Balance at beginning of year $ 266,936 $ 258,589 Change in fair value of contingent consideration (1) 61,083 32,307 Fair value of contingent consideration issuances 723 14,918 Settlement of contingent consideration (2) (52,275) (38,878) Balance at end of year $ 276,467 $ 266,936 __________ (1) The Company reclassified $8.5 million of its contingent earnout liabilities through the issuance of an incentive bonus during the year ended December 31, 2023, which results in a reduction to the change in fair value of contingent consideration and an increase to commissions, employee compensation and benefits expense in the consolidated statements of comprehensive loss. The incentive bonus that remains unpaid at the end of the year is reflected as an earnout incentive bonus in Note 10. (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, the latter of which was included as payments of contingent earnout consideration in the consolidated statements of cash flows for the year ended December 31, 2022 when the related party notes payable were paid. |
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, 2023 December 31, 2022 (in thousands) Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt (1) Level 2 $ 998,737 $ 997,489 $ 838,114 $ 816,155 Revolving line of credit Level 2 341,000 335,963 505,000 476,304 __________ (1) The carrying amount of long-term debt reflects outstanding borrowings on the Term Loan B, which are presented net of unamortized debt discount and issuance costs of $20.3 million and $19.7 million at December 31, 2023 and 2022, respectively, on the consolidated balance sheets. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Summarized Financial Information by Operating Group | Summarized financial information regarding 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 interest expense. Intersegment revenue and expenses are eliminated through Corporate and Other. 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, 2023 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Revenues: Commissions and fees (1) $ 626,828 $ 418,014 $ 234,697 $ (67,711) $ 1,211,828 Investment income 3,637 2,135 — 955 6,727 Total revenues 630,465 420,149 234,697 (66,756) 1,218,555 Operating expenses: Commissions, employee compensation and benefits (1) 433,596 311,708 148,240 17,810 911,354 Other operating expenses 79,100 44,663 31,698 34,806 190,267 Amortization expense 51,568 18,188 22,848 100 92,704 Change in fair value of contingent consideration 41,481 17,755 1,847 — 61,083 Depreciation expense 1,462 705 570 2,961 5,698 Total operating expenses 607,207 393,019 205,203 55,677 1,261,106 Operating income (loss) 23,258 27,130 29,494 (122,433) (42,551) Other income (expense): Interest income (expense), net 157 — 30 (119,652) (119,465) Other income (expense), net (263) 1,148 — (1,603) (718) Total other income (expense) (106) 1,148 30 (121,255) (120,183) Income (loss) before income taxes 23,152 28,278 29,524 (243,688) (162,734) Income tax expense 13 — 102 1,170 1,285 Net income (loss) $ 23,139 $ 28,278 $ 29,422 $ (244,858) $ (164,019) Capital expenditures $ 1,330 $ 7,571 $ 3,482 $ 8,993 $ 21,376 At December 31, 2023 Total assets $ 2,250,545 $ 688,588 $ 518,593 $ 44,211 $ 3,501,937 __________ (1) During the year ended December 31, 2023, the UCTS Operating Group recorded intercompany commissions and fees of $65.9 million and the MIS Operating Group recorded intercompany commissions and fees of $1.8 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other. For the Year Ended December 31, 2022 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Revenues: Commissions and fees (1) $ 558,776 $ 307,748 $ 157,038 $ (42,842) $ 980,720 Total revenues 558,776 307,748 157,038 (42,842) 980,720 Operating expenses: Commissions, employee compensation and benefits (1) 385,492 218,859 97,732 17,362 719,445 Other operating expenses 73,638 31,313 25,702 43,055 173,708 Amortization expense 50,209 16,946 14,578 5 81,738 Change in fair value of contingent consideration 26,429 5,354 524 — 32,307 Depreciation expense 1,476 615 278 2,251 4,620 Total operating expenses 537,244 273,087 138,814 62,673 1,011,818 Operating income (loss) 21,532 34,661 18,224 (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 18,252 (150,604) (76,033) Income tax expense — — — 715 715 Net income (loss) $ 22,029 $ 34,290 $ 18,252 $ (151,319) $ (76,748) Capital expenditures $ 1,738 $ 5,655 $ 3,018 $ 11,568 $ 21,979 At December 31, 2022 Total assets $ 2,240,483 $ 616,117 $ 530,504 $ 75,078 $ 3,462,182 __________ (1) During the year ended December 31, 2022, the IAS Operating Group recorded intercompany commissions and fees of $1.7 million; the UCTS Operating Group recorded intercompany commissions and fees of $39.2 million; and the MIS Operating Group recorded intercompany commissions and fees of $1.9 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other. For the Year Ended December 31, 2021 (in thousands) Insurance Advisory Solutions Underwriting, Capacity & Technology Solutions Mainstreet Insurance Solutions Corporate Total Revenues: Commissions and fees (1) $ 363,822 $ 144,455 $ 61,736 $ (2,723) $ 567,290 Total revenues 363,822 144,455 61,736 (2,723) 567,290 Operating expenses: Commissions, employee compensation and benefits (1) 234,652 102,824 39,193 23,381 400,050 Other operating expenses 50,037 13,716 10,259 28,150 102,162 Amortization expense 34,056 11,326 3,333 5 48,720 Change in fair value of contingent consideration 32,735 11,881 580 — 45,196 Depreciation expense 1,483 184 345 776 2,788 Total operating expenses 352,963 139,931 53,710 52,312 598,916 Operating income (loss) 10,859 4,524 8,026 (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 taxes 11,282 4,484 8,023 (81,890) (58,101) Income tax expense — — — 19 19 Net income (loss) $ 11,282 $ 4,484 $ 8,023 $ (81,909) $ (58,120) Capital expenditures $ 949 $ 590 $ 191 $ 3,591 $ 5,321 __________ (1) During the year ended December 31, 2021, the IAS Operating Group recorded intercompany commissions and fees of $1.5 million; the UCTS Operating Group recorded intercompany commissions and fees of $0.2 million; and the MIS Operating Group recorded intercompany commissions and fees of $1.1 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other. |
Business and Basis of Present_2
Business and Basis of Presentation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Entity Information [Line Items] | |
Number of Reportable Segments | 3 |
BRP Group | |
Entity Information [Line Items] | |
Date of incorporation | Jul. 01, 2019 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Information [Line Items] | |||
Allowance for estimated policy cancellations | $ 12,600,000 | $ 8,400,000 | |
Producer commissions chargeback | 5,700,000 | 3,300,000 | |
Capitalized software | 28,500,000 | 10,100,000 | |
Accumulated amortization, capitalized software | 1,400,000 | ||
Amortization expense, capitalized software | 1,400,000 | ||
Debt financing costs included in other assets, gross | 6,400,000 | 6,400,000 | |
Deferred financing costs included in other assets, accumulated amortization | 3,500,000 | 2,800,000 | |
Deferred financing costs included in long-term debt, gross | 32,000,000 | 27,000,000 | |
Deferred financing costs included in long-term debt, accumulated amortization | 11,700,000 | 7,300,000 | |
Amortization of deferred financing costs | 5,129,000 | 5,120,000 | $ 3,506,000 |
IBNR Reserve | $ 3,800,000 | $ 1,800,000 | |
Income tax benefit, percentage of benefit payable to noncontrolling owners | 85% | ||
Cash deposits, FDIC insured amount per account | $ 250,000 | ||
Capitalized software | Minimum | |||
Entity Information [Line Items] | |||
Useful Life | 3 years | ||
Capitalized software | Maximum | |||
Entity Information [Line Items] | |||
Useful Life | 5 years | ||
Acquired relationships | Minimum | |||
Entity Information [Line Items] | |||
Useful Life | 15 years | ||
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 | 5 years | ||
Software | Minimum | |||
Entity Information [Line Items] | |||
Useful Life | 2 years | ||
Software | Maximum | |||
Entity Information [Line Items] | |||
Useful Life | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies Property and Equipment Useful Life Table (Details) | Dec. 31, 2023 |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 10 years |
Furniture | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 7 years |
Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 5 years |
Other | |
Property, Plant and Equipment [Line Items] | |
Useful life (in years) | 3 years |
Assets and Liabilities Held f_3
Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Assets held for sale | $ 64,351 | $ 0 |
Liabilities held for sale | 43,931 | $ 0 |
Specialty Wholesale Broker Business | Disposal Group, Held-for-Sale, Not Discontinued Operations | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Restricted cash | 5,930 | |
Premiums, commissions and fees receivable, net | 36,470 | |
Property and equipment, net | 50 | |
Right-of-use assets | 310 | |
Other assets | 395 | |
Intangible assets, net | 11,716 | |
Goodwill | 9,480 | |
Assets held for sale | 64,351 | |
Premiums payable to insurance companies | 42,289 | |
Producer commissions payable | 955 | |
Accrued expenses and other current liabilities | 589 | |
Operating lease liabilities, less current portion | 98 | |
Liabilities held for sale | $ 43,931 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Variable Interest Entity [Line Items] | |||
Total revenues | $ 1,218,555 | $ 980,720 | $ 567,290 |
Expenses | 1,261,106 | 1,011,818 | 598,916 |
Assets | 3,501,937 | 3,462,182 | |
Liabilities | 2,483,055 | 2,322,143 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entity [Line Items] | |||
Total revenues | 2,000 | 1,700 | 1,000 |
Expenses | 1,100 | 1,000 | $ 600 |
Assets | 800 | 400 | |
Liabilities | $ 200 | $ 100 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | $ 1,211,828 | $ 980,720 | $ 567,290 |
Investment income | 6,727 | 0 | 0 |
Total revenues | $ 1,218,555 | 980,720 | 567,290 |
Capitalized Contract Cost, Amortization Period | 5 years | ||
Commission Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | $ 967,552 | 786,794 | 472,495 |
Profit Sharing Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | 93,437 | 66,091 | 37,392 |
Consulting and Service Fee Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | 74,637 | 61,244 | 30,182 |
Policy Fee and Installment Fee Revenue | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | 65,386 | 55,362 | 19,903 |
Other Income | |||
Disaggregation of Revenue [Line Items] | |||
Commissions and fees | $ 10,816 | $ 11,229 | $ 7,318 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 342,692 | $ 278,023 |
Contract liabilities | $ 30,281 | $ 30,981 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Revenue recognized related to contract liabilities | $ 31 |
Schedule of Deferred Commission
Schedule of Deferred Commission Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Deferred Commission Expense [Roll Forward] | ||
Balance at beginning of year | $ 21,669 | $ 11,336 |
Costs capitalized | 12,032 | 14,967 |
Amortization | (7,145) | (4,634) |
Deferred commission expense classified as held for sale | (351) | 0 |
Balance at end of year | $ 26,205 | $ 21,669 |
Summary of Property and Equipme
Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 36,683 | $ 34,067 |
Accumulated depreciation | (13,970) | (8,662) |
Property and equipment, net | 22,713 | 25,405 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 17,779 | 19,331 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,400 | 8,072 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,262 | 4,132 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,728 | 2,190 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 514 | $ 342 |
Property and Equipment, Net Pro
Property and Equipment, Net Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 5,698 | $ 4,620 | $ 2,788 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,263,491 | $ 1,263,046 |
Accumulated Amortization | (246,148) | (163,128) |
Net Carrying Value | 1,017,343 | 1,099,918 |
Acquired relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,135,834 | 1,153,031 |
Accumulated Amortization | (186,487) | (124,228) |
Net Carrying Value | 949,347 | 1,028,803 |
Acquired relationships | Disposal Group, Held-for-Sale, Not Discontinued Operations | Specialty Wholesale Broker Business | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets held for sale, gross carrying value | 20,700 | |
Intangible assets held for sale, accumulated amortization | (9,400) | |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 99,733 | 81,392 |
Accumulated Amortization | (46,543) | (30,790) |
Net Carrying Value | 53,190 | 50,602 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 27,924 | 28,623 |
Accumulated Amortization | (13,118) | (8,110) |
Net Carrying Value | $ 14,806 | $ 20,513 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets amortization | $ 92,704 | $ 81,738 | $ 48,720 |
Acquired relationships | Asset Acquisition | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 3,500 | $ 3,400 | |
Weighted Average Life | 15 years | 18 years 8 months 12 days | |
Acquired relationships | Business Combination | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 189,800 | ||
Weighted Average Life | 20 years | ||
Software | Business Combination | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 29,500 | ||
Weighted Average Life | 5 years | ||
Trade Names | Business Combination | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired | $ 4,400 | ||
Weighted Average Life | 4 years 10 months 24 days |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule of Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2024 | $ 89,322 |
2025 | 89,503 |
2026 | 83,890 |
2027 | 73,616 |
2028 | $ 67,454 |
Intangible Assets, Net and Go_6
Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Balance at beginning of year | $ 1,422,060 | $ 1,228,741 | |
Goodwill of acquired businesses | 187,785 | ||
Measurement period adjustments | (211) | 5,534 | $ (2,206) |
Goodwill classified as held for sale | (9,480) | ||
Balance at end of year | 1,412,369 | 1,422,060 | 1,228,741 |
Measurement period adjustment, assets other than goodwill | (3,800) | ||
Measurement period adjustment, liabilities | (200) | 9,100 | |
Measurement period adjustment, cash consideration transferred | 200 | ||
Insurance Advisory Solutions | |||
Goodwill [Roll Forward] | |||
Balance at beginning of year | 906,145 | 901,127 | |
Goodwill of acquired businesses | 0 | ||
Measurement period adjustments | 0 | 5,018 | |
Goodwill classified as held for sale | 0 | ||
Balance at end of year | 906,145 | 906,145 | 901,127 |
Underwriting, Capacity & Technology Solutions | |||
Goodwill [Roll Forward] | |||
Balance at beginning of year | 271,411 | 264,018 | |
Goodwill of acquired businesses | 6,877 | ||
Measurement period adjustments | 0 | 516 | |
Goodwill classified as held for sale | (9,480) | ||
Balance at end of year | 261,931 | 271,411 | 264,018 |
Mainstreet Insurance Solutions | |||
Goodwill [Roll Forward] | |||
Balance at beginning of year | 244,504 | 63,596 | |
Goodwill of acquired businesses | 180,908 | ||
Measurement period adjustments | (211) | 0 | |
Goodwill classified as held for sale | 0 | ||
Balance at end of year | $ 244,293 | $ 244,504 | $ 63,596 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 53,728 | $ 44,903 |
Contract liabilities | 30,281 | 30,981 |
Accrued expenses | 23,274 | 13,101 |
Current portion of operating lease liabilities | 16,704 | 14,043 |
Current portion of long-term debt | 10,243 | 8,509 |
Accrued incentive bonus | 8,020 | 0 |
Other | $ 10,704 | $ 14,206 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Accrued expenses and other current liabilities | $ 152,954 | $ 125,743 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 15, 2023 | Nov. 30, 2022 | Mar. 08, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs recorded | $ 0 | $ 0 | $ 11,557,000 | |||||||
Outstanding borrowings | $ 998,737,000 | 998,737,000 | ||||||||
Unamortized debt issuance costs, offset to outstanding borrowings | 20,300,000 | $ 19,700,000 | 20,300,000 | 19,700,000 | ||||||
Gain (loss) on interest rate caps | (1,670,000) | 26,220,000 | $ (123,000) | |||||||
Interest Rate Cap, Expiration March 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative notional amount | $ 300,000,000 | |||||||||
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 | |||||||||
Interest Rate Cap | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate caps | 2,600,000 | 15,200,000 | 2,600,000 | 15,200,000 | ||||||
Gain (loss) on interest rate caps | (1,700,000) | 26,200,000 | ||||||||
Loss on interest rate caps | 12,600,000 | |||||||||
Settlements received on interest rate caps | 10,900,000 | |||||||||
Secured Overnight Financing Rate (SOFR) | Interest Rate Cap, Expiration March 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative interest rate | 1.50% | |||||||||
Secured Overnight Financing Rate (SOFR) | Interest Rate Cap, Expiration November 2025 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative interest rate | 7% | |||||||||
Secured Overnight Financing Rate (SOFR) | Interest Rate Cap, Expiration November 2025 - WF | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative interest rate | 7% | |||||||||
Credit Agreement, As Amended Through Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing amount | 1,450,000,000 | 1,450,000,000 | ||||||||
Credit Agreement Amendment No. 7 September 2023 | JPMorgan Chase Bank, N.A. [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs recorded | 5,000,000 | 1,800,000 | ||||||||
JPMorgan Credit Agreement | Credit Agreement, As Amended Through 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 | 600,000,000 | ||||||||
Interest rate | 7.41% | |||||||||
Outstanding borrowings on Revolving Facility | $ 505,000,000 | 505,000,000 | ||||||||
Commitment fee on unused capacity | 0.40% | |||||||||
JPMorgan Credit Agreement | Credit Agreement, As Amended Through Amendment No. 7 June 2023 | JPMorgan Chase Bank, N.A. [Member] | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable Rate Basis | SOFR | |||||||||
Interest rate | 8.46% | |||||||||
Outstanding borrowings on Revolving Facility | $ 341,000,000 | 341,000,000 | ||||||||
Commitment fee on unused capacity | 0.40% | |||||||||
JPMorgan Credit Agreement | Credit Agreement, As Amended Through Amendment No. 7 June 2023 | 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) | 2.10% | |||||||||
JPMorgan Credit Agreement | Credit Agreement, As Amended Through Amendment No. 7 June 2023 | 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) | 3.10% | |||||||||
Secured Debt [Member] | Credit Agreement, As Amended Through Amendment No. 5 March 2022 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing amount | $ 850,000,000 | 850,000,000 | ||||||||
Variable Rate Basis | LIBOR | |||||||||
Outstanding borrowings | $ 838,100,000 | $ 838,100,000 | ||||||||
Interest rate | 7.79% | |||||||||
Secured Debt [Member] | Credit Agreement, As Amended Through Amendment No. 5 March 2022 | 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% | |||||||||
Variable Rate, Floor | 0.50% | |||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 6 June 2023 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable Rate Basis | SOFR | |||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 6 June 2023 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | Secured Overnight Financing Rate (SOFR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in basis points) | 3.50% | |||||||||
Variable Rate, Floor | 5,000% | |||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 6 June 2023 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | Minimum | Secured Overnight Financing Rate (SOFR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit spread adjustment (in basis points) | 0.11% | |||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 6 June 2023 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | Maximum | Secured Overnight Financing Rate (SOFR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit spread adjustment (in basis points) | 0.43% | |||||||||
Secured Debt [Member] | Credit Agreement, As Amended Through Amendment No. 7 June 2023 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding borrowings | $ 998,700,000 | $ 998,700,000 | ||||||||
Interest rate | 8.97% | |||||||||
Secured Debt [Member] | Credit Agreement Amendment No. 7 September 2023 | JPMorgan Chase Bank, N.A. [Member] | Medium-term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing amount | $ 1,020,000,000 | |||||||||
Incremental term loan | $ 170,000,000 |
Long-term Debt - Schedule of Fu
Long-term Debt - Schedule of Future Maturities of Term Loan (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 10,243 |
2025 | 10,243 |
2026 | 10,243 |
2027 | 968,008 |
Total long-term debt | 998,737 |
Less: unamortized debt discount and issuance costs | (20,311) |
Net long-term debt | $ 978,426 |
Leases - Schedule of Assets and
Leases - Schedule of Assets and Liabilities Related to Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Right-of-use assets | $ 85,473 | $ 96,465 |
Liabilities: | ||
Operating lease liabilities, current portion | 16,704 | 14,043 |
Operating lease liabilities, less current portion | 78,999 | 87,692 |
Total operating lease liabilities | $ 95,703 | $ 101,735 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 23,195 | $ 19,921 | $ 13,086 |
Variable lease costs | $ 3,677 | $ 3,073 | $ 2,853 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information for Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in measurement of lease liabilities: | |||
Operating cash flows used in operating leases | $ 19,587 | $ 17,125 | $ 11,562 |
Operating lease non-cash items: | |||
Right-of-use assets obtained in exchange for operating lease liabilities | 6,414 | 24,910 | 86,524 |
Right-of-use assets increased through lease modifications and reassessments | $ 1,063 | $ 5,905 | $ 6,131 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Terms and Discount Rates (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Remaining lease term | 5 years 4 months 24 days | 6 years 2 months 12 days |
Discount rate | 5.30% | 5.10% |
Leases - Future Minimum Rental
Leases - Future Minimum Rental Payments for Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 21,258 | |
2025 | 20,459 | |
2026 | 18,973 | |
2027 | 17,953 | |
2028 | 14,469 | |
Thereafter | 17,744 | |
Total future minimum lease payments | 110,856 | |
Less: amounts representing interest or imputed interest | (15,153) | |
Present value of lease liabilities | $ 95,703 | $ 101,735 |
Stockholders_ Equity and Noncon
Stockholders’ Equity and Noncontrolling Interest - Additional Information (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock | |||
Shares Issued | |||
Balance at beginning of period (in shares) | 61,447,368 | 58,602,859 | 44,953,166 |
Shares issued (in shares) | 9,200,000 | ||
Redemption of Class B shares of common stock for Class A shares (in shares) | 2,082,424 | 1,841,134 | 931,471 |
Cancellation of Class A shares to settle obligation from Partner (in shares) | (72,354) | ||
Balance of end of period (in shares) | 64,133,950 | 61,447,368 | 58,602,859 |
Class A Common Stock | Omnibus Incentive Plan | |||
Shares Issued | |||
Restricted stock grants (in shares) | 854,067 | 784,630 | 906,338 |
Class A Common Stock | Inducement Plan | |||
Shares Issued | |||
Restricted stock grants (in shares) | (177,555) | (7,593) | 1,558,694 |
Class A Common Stock | Partnership Offering | |||
Shares Issued | |||
Shares issued (in shares) | 226,338 | 1,053,190 | |
Class B Common Stock | |||
Shares Issued | |||
Balance at beginning of period (in shares) | 54,504,918 | 56,338,051 | 49,828,383 |
Redemption of Class B shares of common stock for Class A shares (in shares) | (2,082,424) | (1,841,134) | (931,471) |
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) | 52,422,494 | 54,504,918 | 56,338,051 |
Class B Common Stock | Partnership Offering | |||
Shares Issued | |||
Shares issued (in shares) | 7,441,139 |
Stockholders' Equity and Nonc_3
Stockholders' Equity and Noncontrolling Interest - Ownership Interest (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
LLC Units | ||
Interest in BRP held by BRP Group (in shares) | 64,133,950 | 61,447,368 |
Noncontrolling interest in BRP held by BRP’s LLC Members (in shares) | 52,422,494 | 54,504,918 |
Total (in shares) | 116,556,444 | 115,952,286 |
Percentage | ||
Total | 100% | 100% |
BRP Group | ||
Percentage | ||
Interest in BRP held by BRP Group | 55% | 53% |
BRP's LLC Members | ||
Percentage | ||
Noncontrolling interest in BRP held by BRP’s LLC Members | 45% | 47% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Due from related parties | $ 12,730,000 | $ 12,730,000 | $ 9,936,000 | |
Related party notes payable | 1,525,000 | 1,525,000 | 1,525,000 | |
Commissions and fees | 1,211,828,000 | 980,720,000 | $ 567,290,000 | |
Right-of-use assets | 85,473,000 | 85,473,000 | 96,465,000 | |
Operating lease liabilities | 95,703,000 | 95,703,000 | 101,735,000 | |
Related Party | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 1,500,000 | 1,500,000 | ||
Producer commissions received | 600,000 | 600,000 | 600,000 | |
Consulting expense | 400,000 | 1,200,000 | ||
Commitment to USF paid | 300,000 | 300,000 | ||
Related Party | Holding Company of the Villages, Inc. and Affiliated Entities | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | 400,000 | 400,000 | 500,000 | |
Right-of-use assets | 1,400,000 | 1,400,000 | 1,700,000 | |
Operating lease liabilities | 1,400,000 | 1,400,000 | 1,700,000 | |
Related Party | Other Parties, Excluding Holding Company of the Villages, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Rent expense | 3,900,000 | 3,800,000 | 2,500,000 | |
Right-of-use assets | 12,900,000 | 12,900,000 | 15,000,000 | |
Operating lease liabilities | 13,400,000 | 13,400,000 | 15,400,000 | |
Loan Made To An Entity Formed For Benefit Of MSI | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Due from related parties | 800,000 | 800,000 | ||
Broker Services | Related Party | Holding Company of the Villages, Inc. and Affiliated Entities | ||||
Related Party Transaction [Line Items] | ||||
Commissions and fees | 2,100,000 | 2,100,000 | 1,800,000 | |
Broker Services | Related Party | Entities In Which Member of Board of Directors Has Material Interest | ||||
Related Party Transaction [Line Items] | ||||
Commissions and fees | $ 300,000 | $ 300,000 | $ 300,000 | |
Minimum | Related Party | Holding Company of the Villages, Inc. and Affiliated Entities | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense per lease | 3,000 | |||
Minimum | Related Party | Other Parties, Excluding Holding Company of the Villages, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense per lease | 1,000 | |||
Maximum | Related Party | Holding Company of the Villages, Inc. and Affiliated Entities | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense per lease | 12,000 | |||
Maximum | Related Party | Other Parties, Excluding Holding Company of the Villages, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Monthly rent expense per lease | $ 59,000 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 01, 2024 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of shares that vested and settled | $ 40,000 | $ 21,400 | $ 6,000 | ||
Non-vested shares expected to vest (in shares) | 2,888,235 | ||||
Share based compensation expense | $ 56,200 | $ 47,400 | $ 19,200 | ||
Total unrecognized compensation cost related to unvested shares of restricted stock | $ 64,000 | ||||
Total unrecognized compensation cost related to unvested shares of restricted stock, weighted average period of recognition | 2 years | ||||
Vested in period (in shares) | 1,541,042 | 756,655 | 279,494 | ||
PSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Non-vested shares expected to vest (in shares) | 596,272 | ||||
Non-vested shares expected to vest at end of period, aggregate intrinsic value | $ 14,300 | ||||
Non-vested shares expected to vest, weighted-average contractual term | 1 year 7 months 6 days | ||||
Omnibus Incentive 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) | 1,385,732 | ||||
Aggregate maximum value | $ 25,900 | $ 14,200 | $ 8,800 | ||
Omnibus Incentive Plan | RSAs | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 5 years | ||||
Aggregate grant date value | $ 400 | 1,500 | 1,000 | ||
Omnibus Incentive Plan | PSUs | Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award performance period | 3 years | ||||
Aggregate grant date value | $ 7,600 | $ 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) | 1,626,454 | ||||
Vesting period | 1 year | ||||
Class A Common Stock | Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares authorized (in shares) | 8,461,907 | ||||
Class A Common Stock | Omnibus Incentive Plan | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares authorized (in shares) | 2,331,128 | ||||
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 | ||||
Class B Common Stock | MIUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested in period (in shares) | 429,747 | 450,744 | 467,237 | ||
Cliff Vesting | The Plans | RSAs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Cliff Vesting | The Plans | RSAs | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Ratable Vesting | The Plans | RSAs | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Ratable Vesting | The Plans | RSAs | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Outstanding at beginning of period (in shares) | 3,595,303 | 3,215,731 | 826,027 |
Granted (in shares) | 1,855,051 | 1,258,300 | 2,758,207 |
Vested and settled (in shares) | (1,541,042) | (756,655) | (279,494) |
Forfeited (in shares) | (387,722) | (122,073) | (89,009) |
Outstanding at end of period (in shares) | 3,521,590 | 3,595,303 | 3,215,731 |
Non-vested shares expected to vest (in shares) | 2,888,235 | ||
Weighted-Average Grant-Date Fair Value Per Share | |||
Outstanding at beginning of period (in dollars per share) | $ 28.26 | $ 28.83 | $ 15.92 |
Granted (in dollars per share) | 28.97 | 26.58 | 31.72 |
Vested and settled (in dollars per share) | 25.93 | 28.24 | 21.33 |
Forfeited (in dollars per share) | 32.17 | 26.75 | 22.25 |
Outstanding at beginning of period (in dollars per share) | 29.22 | $ 28.26 | $ 28.83 |
Non-vested shares expected to vest (in dollars per share) | $ 29.68 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Expected volatility minimum | 18% | 19% | 18% |
Expected volatility maximum | 364% | 267% | 172% |
Risk-free interest rate | 4.41% | 2% | 0.27% |
Expected term | 2 years 10 months 24 days | 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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Company Contribution Amount | $ 16.9 | $ 11.4 | $ 5.1 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Federal | $ 75 | $ 18 | $ 11 |
State and local | 1,250 | 693 | 3 |
Total current income tax expense | 1,325 | 711 | 14 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | (40) | (2) | 4 |
State and local | 0 | 6 | 1 |
Total deferred income tax expense | (40) | 4 | 5 |
Total income tax expense | $ 1,285 | $ 715 | $ 19 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $ (162,734) | $ (76,033) | $ (58,101) |
Noncontrolling interest | $ 18,357 | $ 9,415 | $ 7,072 |
Statutory Income Tax Rate | 21% | 21% | 21% |
Tax provision at statutory rate (21%) | $ (34,593) | $ (15,966) | $ (12,201) |
Valuation allowance | 20,574 | 8,787 | 6,942 |
State and local income tax | (5,799) | (2,659) | (2,403) |
Meals and entertainment | 1,134 | 291 | 86 |
IRC 162(m) | 987 | 152 | 435 |
Share-based compensation | 778 | 124 | (467) |
State rate change | (479) | 824 | (12) |
True-up and adjustments | 128 | (502) | 3 |
MIU issuance | 67 | 187 | 452 |
Other | 131 | 62 | 112 |
Total income tax expense | $ 1,285 | $ 715 | $ 19 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Components of Deferred Tax Assets [Abstract] | ||
Investment in Partnerships | $ 105,398 | $ 86,871 |
163(j) limitation carryforward | 22,313 | 8,119 |
Net operating loss | 9,719 | 6,313 |
Capitalized transaction costs | 1,955 | 2,147 |
Charitable contributions | 757 | 442 |
Total deferred tax assets | 140,142 | 103,892 |
Less: valuation allowance | (140,142) | (103,892) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance | $ 140,142 | $ 103,892 |
Income tax benefit, percentage of benefit payable to noncontrolling owners | 85% | |
Income Tax Benefit, Percentage Of Benefit Payable To Controlling Owners | 15% |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Loss attributable to BRP Group | $ (90,141) | $ (41,772) | $ (30,646) |
Weighted-average shares of Class A common stock outstanding, basic | 60,134,776 | 56,825,348 | 47,587,866 |
Weighted-average shares of Class A common stock outstanding, Diluted | 60,134,776 | 56,825,348 | 47,587,866 |
Basic loss per share (in dollars per share) | $ (1.50) | $ (0.74) | $ (0.64) |
Diluted loss per share (in dollars per share) | $ (1.50) | $ (0.74) | $ (0.64) |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unvested RSAs and PSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from calculation of diluted EPS | 3,874,639 | 3,595,303 | 3,119,909 |
Shares of Class B common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from calculation of diluted EPS | 53,132,031 | 54,504,918 | 56,338,051 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Level 2 Assets | $ 3,501,937 | $ 3,462,182 |
Level 3 Liabilities | $ 2,483,055 | $ 2,322,143 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate caps | $ 2,562 | $ 15,150 |
Level 2 Assets | 2,562 | 15,150 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent earnout liabilities | 276,467 | 266,936 |
Level 3 Liabilities | $ 276,467 | $ 266,936 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Change in estimated fair value of contingent earnout liabilities | $ 61,083,000 | $ 32,307,000 | $ 45,196,000 |
Maximum estimated exposure to contingent earnout liabilities | 607,400,000 | ||
Contingent Earnout Liabilities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Change in estimated fair value of contingent earnout liabilities | $ 61,100,000 | $ 32,300,000 | $ 45,200,000 |
Minimum | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.0750 | 0.0650 | |
Minimum | Measurement Input, Long-Term Revenue Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.10 | 0.08 | |
Maximum | Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.1375 | 0.1800 | |
Maximum | Measurement Input, Long-Term Revenue Growth Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Contingent earnout measurement input | 0.35 | 0.35 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Contingent Earnout Liabilities - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liabilities: | |||
Balance at beginning of year | $ 266,936 | $ 258,589 | |
Change in fair value of contingent consideration(1) | 61,083 | 32,307 | |
Fair value of contingent consideration issuances | 723 | 14,918 | |
Settlement of contingent consideration(2) | (52,275) | (38,878) | |
Balance at end of year | 276,467 | 266,936 | $ 258,589 |
Contingent earnout liabilities reclassified | $ 8,500 | ||
Liability settlement through issuance of notes payable | 2,100 | $ 61,500 | |
Payments of contingent earnout consideration | $ 61,500 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Not Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Unamortized debt issuance costs, offset to outstanding borrowings | $ 20,300 | $ 19,700 |
Carrying Amount | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-Term Debt | 998,737 | 838,114 |
Revolving line of credit | 341,000 | 505,000 |
Estimated Fair Value | ||
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | ||
Long-Term Debt | 997,489 | 816,155 |
Revolving line of credit | $ 335,963 | $ 476,304 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining commitment to USF | $ 4.2 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 3 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information by Operating Group (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Commissions and fees | $ 1,211,828 | $ 980,720 | $ 567,290 |
Investment income | 6,727 | 0 | 0 |
Total revenues | 1,218,555 | 980,720 | 567,290 |
Commissions, employee compensation and benefits | 911,354 | 719,445 | 400,050 |
Other operating expenses | 190,267 | 173,708 | 102,162 |
Amortization expense | 92,704 | 81,738 | 48,720 |
Change in fair value of contingent consideration | 61,083 | 32,307 | 45,196 |
Depreciation expense | 5,698 | 4,620 | 2,788 |
Total operating expenses | 1,261,106 | 1,011,818 | 598,916 |
Operating income (loss) | (42,551) | (31,098) | (31,626) |
Interest income (expense), net | (119,465) | (71,072) | (26,899) |
Other income (expense), net | (718) | 26,137 | 424 |
Total other income (expense) | (120,183) | (44,935) | (26,475) |
Income (loss) before income taxes | (162,734) | (76,033) | (58,101) |
Income tax expense | 1,285 | 715 | 19 |
Net income (loss) | (164,019) | (76,748) | (58,120) |
Capital expenditures | 21,376 | 21,979 | 5,321 |
Assets | 3,501,937 | 3,462,182 | |
Insurance Advisory Solutions | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 626,828 | 558,776 | 363,822 |
Investment income | 3,637 | ||
Total revenues | 630,465 | 558,776 | 363,822 |
Commissions, employee compensation and benefits | 433,596 | 385,492 | 234,652 |
Other operating expenses | 79,100 | 73,638 | 50,037 |
Amortization expense | 51,568 | 50,209 | 34,056 |
Change in fair value of contingent consideration | 41,481 | 26,429 | 32,735 |
Depreciation expense | 1,462 | 1,476 | 1,483 |
Total operating expenses | 607,207 | 537,244 | 352,963 |
Operating income (loss) | 23,258 | 21,532 | 10,859 |
Interest income (expense), net | 157 | 232 | (150) |
Other income (expense), net | (263) | 265 | 573 |
Total other income (expense) | (106) | 497 | 423 |
Income (loss) before income taxes | 23,152 | 22,029 | 11,282 |
Income tax expense | 13 | 0 | 0 |
Net income (loss) | 23,139 | 22,029 | 11,282 |
Capital expenditures | 1,330 | 1,738 | 949 |
Assets | 2,250,545 | 2,240,483 | |
Insurance Advisory Solutions | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (1,700) | (1,500) | |
Underwriting, Capacity & Technology Solutions | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 418,014 | 307,748 | 144,455 |
Investment income | 2,135 | ||
Total revenues | 420,149 | 307,748 | 144,455 |
Commissions, employee compensation and benefits | 311,708 | 218,859 | 102,824 |
Other operating expenses | 44,663 | 31,313 | 13,716 |
Amortization expense | 18,188 | 16,946 | 11,326 |
Change in fair value of contingent consideration | 17,755 | 5,354 | 11,881 |
Depreciation expense | 705 | 615 | 184 |
Total operating expenses | 393,019 | 273,087 | 139,931 |
Operating income (loss) | 27,130 | 34,661 | 4,524 |
Interest income (expense), net | 0 | 0 | (2) |
Other income (expense), net | 1,148 | (371) | (38) |
Total other income (expense) | 1,148 | (371) | (40) |
Income (loss) before income taxes | 28,278 | 34,290 | 4,484 |
Income tax expense | 0 | 0 | 0 |
Net income (loss) | 28,278 | 34,290 | 4,484 |
Capital expenditures | 7,571 | 5,655 | 590 |
Assets | 688,588 | 616,117 | |
Underwriting, Capacity & Technology Solutions | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (65,900) | (39,200) | (200) |
Mainstreet Insurance Solutions | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | 234,697 | 157,038 | 61,736 |
Investment income | 0 | ||
Total revenues | 234,697 | 157,038 | 61,736 |
Commissions, employee compensation and benefits | 148,240 | 97,732 | 39,193 |
Other operating expenses | 31,698 | 25,702 | 10,259 |
Amortization expense | 22,848 | 14,578 | 3,333 |
Change in fair value of contingent consideration | 1,847 | 524 | 580 |
Depreciation expense | 570 | 278 | 345 |
Total operating expenses | 205,203 | 138,814 | 53,710 |
Operating income (loss) | 29,494 | 18,224 | 8,026 |
Interest income (expense), net | 30 | 30 | 1 |
Other income (expense), net | 0 | (2) | (4) |
Total other income (expense) | 30 | 28 | (3) |
Income (loss) before income taxes | 29,524 | 18,252 | 8,023 |
Income tax expense | 102 | 0 | 0 |
Net income (loss) | 29,422 | 18,252 | 8,023 |
Capital expenditures | 3,482 | 3,018 | 191 |
Assets | 518,593 | 530,504 | |
Mainstreet Insurance Solutions | Intersegment Eliminations | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (1,800) | (1,900) | (1,100) |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Commissions and fees | (67,711) | (42,842) | (2,723) |
Investment income | 955 | ||
Total revenues | (66,756) | (42,842) | (2,723) |
Commissions, employee compensation and benefits | 17,810 | 17,362 | 23,381 |
Other operating expenses | 34,806 | 43,055 | 28,150 |
Amortization expense | 100 | 5 | 5 |
Change in fair value of contingent consideration | 0 | 0 | 0 |
Depreciation expense | 2,961 | 2,251 | 776 |
Total operating expenses | 55,677 | 62,673 | 52,312 |
Operating income (loss) | (122,433) | (105,515) | (55,035) |
Interest income (expense), net | (119,652) | (71,334) | (26,748) |
Other income (expense), net | (1,603) | 26,245 | (107) |
Total other income (expense) | (121,255) | (45,089) | (26,855) |
Income (loss) before income taxes | (243,688) | (150,604) | (81,890) |
Income tax expense | 1,170 | 715 | 19 |
Net income (loss) | (244,858) | (151,319) | (81,909) |
Capital expenditures | 8,993 | 11,568 | $ 3,591 |
Assets | $ 44,211 | $ 75,078 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Mar. 01, 2024 | Jan. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | ||||
Related party notes payable, current | $ 1,525 | $ 1,525 | ||
Related Party | Notes Payable To Brush Creek Partners' Shareholders | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Related party notes payable | $ 8,200 | |||
Related party notes payable, current | $ 2,050 | |||
Related party notes payable term, current | 30 days | |||
Related party notes payable, noncurrent | $ 6,150 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Specialty Wholesale Broker Business | Forecast | ||||
Subsequent Event [Line Items] | ||||
Proceeds from divestiture of business | $ 58,900 |