DEI Statement
DEI Statement - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 03, 2021 | |
Document Information [Line Items] | ||
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001781755 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39095 | |
Entity Registrant Name | BRP GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1937225 | |
Entity Address, Address Line One | 4211 W. Boy Scout Blvd. | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33607 | |
City Area Code | 866 | |
Local Phone Number | 279-0698 | |
Title of 12(b) Security | Class A Common Stock, par value $0.01 per share | |
Trading Symbol | BRP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 56,932,244 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 55,281,957 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 374,450 | $ 108,462 |
Restricted cash | 46,987 | 33,560 |
Premiums, commissions and fees receivable, net | 233,162 | 155,501 |
Prepaid expenses and other current assets | 5,843 | 4,447 |
Due from related parties | 0 | 19 |
Total current assets | 660,442 | 301,989 |
Property and equipment, net | 13,776 | 11,019 |
Other assets | 20,847 | 11,084 |
Intangible assets, net | 652,723 | 554,320 |
Goodwill | 885,321 | 651,502 |
Total assets | 2,233,109 | 1,529,914 |
Current Liabilities | ||
Premiums payable to insurance companies | 175,486 | 135,576 |
Producer commissions payable | 35,520 | 24,260 |
Accrued expenses and other current liabilities | 62,283 | 47,490 |
Related party notes payable | 61,500 | 0 |
Current portion of long-term debt | 5,000 | 4,000 |
Current portion of contingent earnout liabilities | 43,975 | 6,094 |
Total current liabilities | 383,764 | 217,420 |
Revolving lines of credit | 120,000 | 0 |
Long-term debt, less current portion | 477,341 | 381,382 |
Contingent earnout liabilities, less current portion | 136,970 | 158,725 |
Other liabilities | 3,319 | 2,419 |
Total liabilities | 1,121,394 | 759,946 |
Mezzanine Equity | ||
Redeemable noncontrolling interest | 223 | 98 |
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Additional paid-in capital | 608,291 | 392,139 |
Accumulated deficit | (32,322) | (24,346) |
Stockholder notes receivable | (263) | (465) |
Total stockholders’ equity attributable to BRP Group, Inc. | 576,275 | 367,783 |
Noncontrolling interest | 535,217 | 402,087 |
Total stockholders’ equity | 1,111,492 | 769,870 |
Total liabilities, mezzanine equity and stockholders’ equity | 2,233,109 | 1,529,914 |
Common Class A | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 564 | 450 |
Common Class B | ||
Stockholders' Equity Attributable to BRP Group, Inc. | ||
Common stock | 5 | 5 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets | ||
Cash and cash equivalents | 266 | 143 |
Premiums, commissions and fees receivable, net | 216 | 130 |
Total current assets | 482 | 273 |
Property and equipment, net | 17 | 21 |
Other assets | 5 | 5 |
Total assets | 504 | 299 |
Current Liabilities | ||
Premiums payable to insurance companies | 14 | 5 |
Producer commissions payable | 12 | 17 |
Accrued expenses and other current liabilities | 12 | 10 |
Total liabilities | $ 38 | $ 32 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Common Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares outstanding | 56,386,926 | 44,953,166 |
Common stock, shares issued | 56,386,926 | 44,953,166 |
Common Class B | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 52,484,315 | 49,828,383 |
Common stock, shares issued | 52,484,315 | 49,828,383 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Commissions and fees | $ 135,556 | $ 65,843 | $ 408,090 | $ 171,270 |
Operating expenses: | ||||
Commissions, employee compensation and benefits | 100,081 | 48,469 | 278,521 | 122,280 |
Other operating expenses | 27,589 | 12,146 | 64,357 | 30,577 |
Amortization expense | 12,596 | 5,185 | 33,875 | 13,231 |
Change in fair value of contingent consideration | 11,341 | 6,455 | 23,163 | 12,697 |
Depreciation expense | 753 | 258 | 1,920 | 663 |
Total operating expenses | 152,360 | 72,513 | 401,836 | 179,448 |
Operating income (loss) | (16,804) | (6,670) | 6,254 | (8,178) |
Interest expense, net | (6,940) | (922) | (18,431) | (2,554) |
Other expense, net | (478) | (23) | (1,535) | (23) |
Total other expense | (7,418) | (945) | (19,966) | (2,577) |
Loss before income taxes | (24,222) | (7,615) | (13,712) | (10,755) |
Income tax provision | 0 | 0 | 0 | 12 |
Net loss | (24,222) | (7,615) | (13,712) | (10,767) |
Less: net loss attributable to noncontrolling interests | (11,389) | (4,347) | (5,736) | (5,379) |
Net loss attributable to BRP Group, Inc. | (12,833) | (3,268) | (7,976) | (5,388) |
Comprehensive loss | (24,222) | (7,615) | (13,712) | (10,767) |
Comprehensive loss attributable to noncontrolling interests | (11,389) | (4,347) | (5,736) | (5,379) |
Comprehensive loss attributable to BRP Group, Inc. | $ (12,833) | $ (3,268) | $ (7,976) | $ (5,388) |
Basic and diluted loss per share | $ (0.28) | $ (0.10) | $ (0.18) | $ (0.22) |
Weighted-average shares of Class A common stock outstanding - basic and diluted | 46,446,254 | 33,098,356 | 45,132,217 | 24,371,304 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity and Mezzanine Equity (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | Notes Receivable from Stockholders | Noncontrolling Interest | Redeemable Noncontrolling Interest | Common Class ACommon Stock | Common Class BCommon Stock |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 19,362,984 | 43,257,738 | ||||||
Balance at beginning of period, stockholders' equity at Dec. 31, 2019 | $ 237,251 | $ 82,425 | $ (8,650) | $ (688) | $ 163,966 | $ 194 | $ 4 | |
Balance at beginning of period, mezzanine equity at Dec. 31, 2019 | $ 23 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income | (10,826) | (5,388) | (5,438) | 59 | ||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs (in shares) | 13,225,000 | (2,475,000) | ||||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs | 135,231 | (9,398) | $ 132 | $ 144,497 | ||||
Equity issued in business combinations (in shares) | 513,025 | 4,805,572 | ||||||
Equity issued in business combinations | 52,575 | 8,117 | 44,453 | $ 5 | ||||
Share-based compensation, net of forfeitures (in shares) | 580,045 | |||||||
Share-based compensation, net of forfeitures | 3,486 | 2,600 | 880 | $ 6 | ||||
Redemption and other repurchases of Class B common stock (in shares) | (251,814) | 340,599 | ||||||
Redemption and other repurchases of Class B common stock | (1,292) | 5 | (1,299) | $ 2 | ||||
Repayment of stockholder notes receivable | 169 | 169 | ||||||
Contributions | 19 | |||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 33,932,868 | 45,247,711 | ||||||
Balance at end of period, stockholders' equity at Sep. 30, 2020 | 416,594 | 237,644 | (14,038) | (519) | 193,164 | $ 339 | $ 4 | |
Balance at end of period, mezzanine equity at Sep. 30, 2020 | 101 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Proceeds from issuance of Class A common stock, net of underwriting discounts | 167,346 | |||||||
Balance at beginning of period (in shares) at Jun. 30, 2020 | 33,302,477 | 45,458,763 | ||||||
Balance at beginning of period, stockholders' equity at Jun. 30, 2020 | 422,563 | 235,520 | (10,770) | (573) | 198,049 | $ 333 | $ 4 | |
Balance at beginning of period, mezzanine equity at Jun. 30, 2020 | 71 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income | (7,637) | (3,268) | (4,369) | 22 | ||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs | (28) | $ (28) | ||||||
Equity issued in business combinations (in shares) | 25,491 | |||||||
Equity issued in business combinations | 445 | 445 | ||||||
Share-based compensation, net of forfeitures (in shares) | 393,848 | |||||||
Share-based compensation, net of forfeitures | 1,197 | 908 | 285 | $ 4 | ||||
Redemption and other repurchases of Class B common stock (in shares) | (211,052) | 211,052 | ||||||
Redemption and other repurchases of Class B common stock | 0 | 799 | (801) | $ 2 | ||||
Repayment of stockholder notes receivable | 54 | 54 | ||||||
Contributions | 8 | |||||||
Balance at end of period (in shares) at Sep. 30, 2020 | 33,932,868 | 45,247,711 | ||||||
Balance at end of period, stockholders' equity at Sep. 30, 2020 | 416,594 | 237,644 | (14,038) | (519) | 193,164 | $ 339 | $ 4 | |
Balance at end of period, mezzanine equity at Sep. 30, 2020 | 101 | |||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | 44,953,166 | 49,828,383 | ||||||
Balance at beginning of period, stockholders' equity at Dec. 31, 2020 | 769,870 | 392,139 | (24,346) | (465) | 402,087 | $ 450 | $ 5 | |
Balance at beginning of period, mezzanine equity at Dec. 31, 2020 | 98 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income | (13,837) | (7,976) | (5,861) | 125 | ||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs (in shares) | 9,200,000 | |||||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs | 268,321 | 109,128 | $ 92 | $ 159,101 | ||||
Equity issued in business combinations (in shares) | 737,065 | 2,967,730 | ||||||
Equity issued in business combinations | 75,633 | 43,616 | 32,010 | $ 7 | ||||
Share-based compensation, net of forfeitures (in shares) | 1,184,897 | |||||||
Share-based compensation, net of forfeitures | 11,303 | 10,942 | 349 | $ 12 | ||||
Stock Repurchased During Period, Shares | 311,798 | (311,798) | ||||||
Redemption and other repurchases of Class B common stock | 2,493 | (2,496) | $ 3 | |||||
Repayment of stockholder notes receivable | 202 | 202 | ||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 56,386,926 | 52,484,315 | ||||||
Balance at end of period, stockholders' equity at Sep. 30, 2021 | 1,111,492 | 608,291 | (32,322) | (263) | 535,217 | $ 564 | $ 5 | |
Balance at end of period, mezzanine equity at Sep. 30, 2021 | 223 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Proceeds from issuance of Class A common stock, net of underwriting discounts | 269,376 | |||||||
Balance at beginning of period (in shares) at Jun. 30, 2021 | 46,583,582 | 49,575,871 | ||||||
Balance at beginning of period, stockholders' equity at Jun. 30, 2021 | 792,174 | 404,025 | (19,489) | (306) | 407,473 | $ 466 | $ 5 | |
Balance at beginning of period, mezzanine equity at Jun. 30, 2021 | 173 | |||||||
Stockholders' Equity [Roll Forward] | ||||||||
Net income | (24,272) | (12,833) | (11,439) | 50 | ||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs (in shares) | 9,200,000 | |||||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs | 268,321 | 109,128 | $ 92 | $ 159,101 | ||||
Equity issued in business combinations (in shares) | 520,781 | 2,967,730 | ||||||
Equity issued in business combinations | 71,919 | 41,757 | 30,157 | $ 5 | ||||
Share-based compensation, net of forfeitures (in shares) | 23,277 | |||||||
Share-based compensation, net of forfeitures | 3,307 | 2,963 | 344 | |||||
Stock Repurchased During Period, Shares | 59,286 | (59,286) | ||||||
Redemption and other repurchases of Class B common stock | 0 | 445 | (446) | $ 1 | ||||
Repayment of stockholder notes receivable | 43 | 43 | ||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 56,386,926 | 52,484,315 | ||||||
Balance at end of period, stockholders' equity at Sep. 30, 2021 | $ 1,111,492 | $ 608,291 | $ (32,322) | $ (263) | $ 535,217 | $ 564 | $ 5 | |
Balance at end of period, mezzanine equity at Sep. 30, 2021 | $ 223 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (13,712) | $ (10,767) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 35,795 | 13,894 |
Change in fair value of contingent consideration | 23,163 | 12,697 |
Share-based compensation expense | 11,921 | 5,357 |
Amortization of deferred financing costs | 2,301 | 384 |
Change in fair value of interest rate caps | 1,159 | 0 |
Payment of contingent earnout consideration in excess of purchase price accrual | (602) | (1,727) |
Other fair value adjustments | 217 | 0 |
Changes in operating assets and liabilities, net of effect of acquisitions: | ||
Premiums, commissions and fees receivable, net | (58,150) | (12,717) |
Prepaid expenses and other current assets | (5,773) | 230 |
Due from related parties | 19 | 2 |
Accounts payable, accrued expenses and other current liabilities | 30,703 | 23,418 |
Net cash provided by operating activities | 27,041 | 30,771 |
Cash flows from investing activities: | ||
Capital expenditures | (3,188) | (4,135) |
Cash consideration paid for asset acquisitions, net of cash received | (1,575) | (695) |
Cash consideration paid for business combinations, net of cash received | (218,818) | (230,403) |
Net cash used in investing activities | (223,581) | (235,233) |
Cash flows from financing activities: | ||
Proceeds from issuance of Class A common stock, net of underwriting discounts | 269,376 | 167,346 |
Redemption and repurchase of LLC Units and Class B common stock | 0 | (32,610) |
Payment of common stock offering costs | (1,055) | (798) |
Payment of contingent and guaranteed earnout consideration | (1,078) | (1,192) |
Proceeds from revolving line of credit | 120,000 | 185,637 |
Repayments of revolving line of credit | 0 | 125,000 |
Proceeds from long-term debt | 97,914 | 0 |
Payments on long-term debt | (2,250) | 0 |
Payments of debt issuance costs | (693) | (2,182) |
Purchase of interest rate caps | (6,461) | 0 |
Proceeds from repayment of stockholder notes receivable | 202 | 169 |
Other | 0 | 19 |
Net cash provided by financing activities | 475,955 | 191,389 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 279,415 | (13,073) |
Cash and cash equivalents and restricted cash at beginning of period | 142,022 | 71,071 |
Cash and cash equivalents and restricted cash at end of period | 421,437 | 57,998 |
Supplemental schedule of cash flow information: | ||
Cash paid during the period for interest | 15,177 | 2,309 |
Disclosure of non-cash investing and financing activities: | ||
Equity issued in business combinations | 75,634 | 52,575 |
Contingent earnout liabilities assumed in business combinations | 60,865 | 26,612 |
Conversion of contingent earnout liability to related party notes payable | 61,500 | 0 |
Noncash debt issuance costs incurred | 3,823 | 0 |
Capital expenditures incurred but not yet paid | $ 493 | $ 561 |
Business and Basis of Presentat
Business and Basis of Presentation (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Basis of Presentation | Business and Basis of Presentation BRP Group, Inc. (“BRP Group”) was incorporated in the state of Delaware on July 1, 2019. BRP Group is a diversified insurance agency and services organization that markets and sells insurance products and services to its customers throughout the U.S., although a significant portion of the Company’s business is concentrated in the southeastern U.S. BRP Group and its subsidiaries operate through four Operating Groups, including Middle Market, Specialty, MainStreet, and Medicare, which are discussed in more detail in Note 15. The term the “Company” refers to BRP Group and its consolidated subsidiaries. Principles of Consolidation The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of Baldwin Risk Partners, LLC (“BRP”), BRP Group operates and controls all the business and affairs of BRP, and has the sole voting interest in, and controls the management of, BRP. Accordingly, BRP Group consolidates BRP in its consolidated financial statements, resulting in a noncontrolling interest related to the membership interests of BRP (the “LLC Units”) held by BRP’s LLC members in its consolidated financial statements. The Company has prepared these 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 condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. Public Equity Offering On September 17, 2021, the Company completed a public offering of 9,200,000 shares of its Class A common stock, including 1,200,000 shares sold pursuant to the underwriters’ over-allotment option. The shares were sold at an offering price of $30.50 per share for net proceeds of approximately $269.4 million after deducting underwriting discounts and commissions of $11.2 million. The Company used such proceeds to purchase 9,200,000 LLC Units. The Company also paid offering expenses of $1.1 million. Unaudited Interim Financial Reporting The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all the information and related notes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments, consisting of recurring accruals, considered necessary for fair statement have been included. The accompanying balance sheet for the year ended December 31, 2020 was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2021. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition, including determination of allowances for estimated policy cancellations; the determination of fair value in relation to business combinations and purchase price allocation; impairment of long-lived assets including goodwill; valuation of the Tax Receivable Agreement liability and income taxes; and share-based compensation. Recent Accounting Pronouncements As an emerging growth company, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company elected to use this extended transition period and adopt certain new accounting standards on the private company timeline, which means that the Company’s financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis. The Company elected the extended transition period for the adoption of the Accounting Standards Updates (“ASUs”) below. The Company has determined that it will cease to be an emerging growth company as of December 31, 2021, and therefore, will need to comply with the public company timeline on that date. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases . ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The FASB has subsequently issued several additional ASUs related to leases, which improved upon, provided interpretation of and transition relief for the guidance issued in ASU 2016-02 and extended the adoption date for nonpublic business entities. This guidance will be effective for the Company on December 31, 2021 in conjunction with its loss of emerging growth company status (discussed above). The Company will adopt ASU 2016-02 using the modified retrospective approach as of January 1, 2021. Although the Company is currently evaluating the full effect that the adoption of ASU 2016-02 will have on its consolidated financial statements, it expects to recognize significant right-of-use assets and lease liabilities, resulting in an increase to its total assets and total liabilities. |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting PoliciesThere have been no material changes in the Company’s significant accounting policies from those that were disclosed for the year ended December 31, 2020 in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2021, except as noted below. 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 condensed 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 on the accompanying statements of cash flows. The Company does not use derivative instruments for trading or speculative purposes. Concentrations of Credit Risk |
Business Combinations (Notes)
Business Combinations (Notes) | Apr. 01, 2020 |
Business Combinations [Abstract] | |
Business Combination Disclosure | Business Combinations The Company completed ten business combinations for an aggregate purchase price of $387.5 million during the nine months ended September 30, 2021. In accordance with ASC Topic 805, Business Combinations (“Topic 805”), total consideration was first allocated to the fair value of assets acquired, including liabilities assumed, with the excess being recorded as goodwill. For financial statement purposes, goodwill is not amortized but rather is evaluated for impairment at least annually or more frequently if an event or change in circumstances occurs that indicates goodwill may be impaired. Goodwill is deductible for tax purposes and will be amortized over a period of 15 years. The recorded purchase price for most business combinations includes an estimation of the fair value of contingent consideration obligations associated with potential earnout provisions, which are generally based on recurring revenue. The contingent earnout consideration amounts identified in the tables below are measured at fair value within Level 3 of the fair value hierarchy as discussed further in Note 13. Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the condensed consolidated statements of comprehensive loss when incurred. The recorded purchase price for many business combinations also includes an estimation of the fair value of equity interests, which is calculated based on the value of the Company’s Class A common stock on the closing date taking into account a discount for lack of marketability. Any equity interests granted in shares of Class B common stock also include an upward adjustment for the cash flow associated with the Tax Receivable Agreement. The Company completed the following business combinations during the nine months ended September 30, 2021: • LeaseTrack Services LLC and Effective Coverage LLC (collectively, “LeaseTrack”), a Specialty Partner effective February 1, 2021, provides a complementary service offering to the MGA of the Future’s Master Tenant product for property managers and distribution partners. • Riley Financial, Inc. (operating as “Medicare Help Now”), a Medicare Partner effective March 1, 2021, further bolsters the Company’s Medicare business presence in the Pacific Northwest. • Tim Altman, Inc. (operating as “Only Medicare Solutions”), a Medicare Partner effective April 1, 2021, expands the Company’s Pacific Northwest Medicare Advantage presence. • Seniors’ Insurance Services of Washington, Inc. (“Seniors’ Insurance Services”), a Medicare Partner effective April 30, 2021, strengthens and expands the Company’s Medicare presence in the Pacific Northwest. • Mid-Continent Companies, Ltd. and Mid-Continent Securities Ltd. (collectively, “Mid-Continent”), a Middle Market Partner effective April 30, 2021, expands the Company’s capabilities and Middle Market presence in Texas. • RogersGray Inc. and Breakwater Brokerage, LLC, collectively, a Middle Market Partner, and Monomoy Insurance Group, LLC, a Specialty Partner (collectively, “RogersGray”), effective July 1, 2021, enhances and further expands the Company’s geographic footprint and product offerings in New England and the broader Northeast region. • EBSME, LLC (“EBSME”), a Middle Market Partner effective July 30, 2021, expands employee benefits service offerings to the Company’s Middle Market clients. • FounderShield LLC, AlphaRoot LLC, ReShield LLC, and Scale Underwriting Services LLC (collectively, “FounderShield”), a Specialty Partner effective August 2, 2021, brings to BRP Group unique expertise for rapidly-scaling companies in numerous high-growth industry verticals across the Technology & Fintech, Life Sciences and Emerging Markets sectors. • The Capital Group, LLC, The Capital Group Association Consultants, LLC, US Underwriters, LLC, TCG Financial Management Company, LLC and The Capital Group Investment Advisory Services, LLC (collectively, “The Capital Group”), a Middle Market Partner effective August 2, 2021, adds scale and density in the critical D.C. Metro region. • River Oak Risk, LLC and River Oak Risk Holdings, LLC (collectively “River Oak Risk”), a Specialty Partner effective August 4, 2021, expands the Company’s captive risk solutions for its Middle Market and Specialty clients. The operating results of these business combinations have been included in the condensed consolidated statements of comprehensive loss since their respective acquisition dates. The Company recognized total revenues and net loss from these business combinations of $18.8 million and $1.2 million, respectively, for the nine months ended September 30, 2021. Acquisition-related costs incurred in connection with these business combinations are recorded in other operating expenses in the condensed consolidated statements of comprehensive loss. The Company incurred acquisition-related costs from these business combinations of $2.4 million for the nine months ended September 30, 2021. Due to the complexity of valuing the consideration paid and the purchase price allocation and the timing of these activities, certain amounts included in the consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Specifically, the Company's valuations of premiums, commissions and fees receivable in accordance with Topic 606 are estimates subject to change based on relevant factors over the policy period. The valuations of intangible assets are also estimates based on assumptions of factors such as discount rates and growth rates. Accordingly, these assets are subject to measurement period adjustments as determined after the passage of time. Any measurement period adjustments related to prior period business combinations are reflected as current period adjustments in accordance with Topic 805. Refer to Note 8 for information regarding measurement period adjustments recorded during the nine months ended September 30, 2021. The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the nine months ended September 30, 2021. The “All Others” column includes amounts for the Medicare Help Now, Only Medicare Solutions, Seniors’ Insurance Services, Mid-Continent and EBSME business combinations. (in thousands) LeaseTrack RogersGray FounderShield The Capital Group River Oak Risk All Others Totals Cash consideration paid $ 12,984 $ 135,135 $ 20,863 $ 28,558 $ 18,908 $ 16,786 $ 233,234 Fair value of contingent earnout consideration 6,116 18,976 18,033 10,006 5,163 2,571 60,865 Fair value of equity interest 1,652 39,765 14,624 13,393 3,574 2,626 75,634 Deferred payment — 1,608 2,985 10,336 89 2,772 17,790 Total consideration $ 20,752 $ 195,484 $ 56,505 $ 62,293 $ 27,734 $ 24,755 $ 387,523 Cash $ 100 $ 2,766 $ 221 $ 613 $ 290 $ 145 $ 4,135 Restricted cash 2 4,211 3,199 — 160 — 7,572 Premiums, commissions and fees receivable 729 9,713 3,810 3,940 187 1,677 20,056 Property and equipment 43 1,324 — — — — 1,367 Other assets — 589 52 — — 18 659 Intangible assets 5,200 76,169 9,402 26,399 5,085 12,722 134,977 Goodwill 15,026 109,053 45,810 32,251 22,797 10,592 235,529 Total assets acquired 21,100 203,825 62,494 63,203 28,519 25,154 404,295 Premiums payable to insurance companies (318) (5,898) (5,831) — — — (12,047) Producer commissions payable (4) (749) — (906) (111) (395) (2,165) Accrued expenses and other current liabilities (26) (1,694) (158) (4) (674) (4) (2,560) Total liabilities acquired (348) (8,341) (5,989) (910) (785) (399) (16,772) Net assets acquired $ 20,752 $ 195,484 $ 56,505 $ 62,293 $ 27,734 $ 24,755 $ 387,523 Maximum potential contingent earnout consideration $ 8,500 $ 72,446 $ 77,554 $ 29,888 $ 26,402 $ 17,897 $ 232,687 The factors contributing to the recognition of the amount of goodwill are based on expanding business presence into new geographic locations and service markets, strategic benefits expected to be realized from acquiring the Partners’ assembled workforce and technology, in addition to other synergies gained from integrating the Partners’ operations into our consolidated structure. The intangible assets acquired in connection with business combinations during the nine months ended September 30, 2021 have the following values and estimated weighted-average lives: (in thousands, except weighted-average lives) Amount Weighted-Average Life Purchased customer accounts $ 117,200 18.1 years Distributor relationships 4,846 20.0 years Software 8,834 5.0 years Trade names 4,097 5.0 years Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the nine months ended September 30, 2021 is as follows: (in thousands) Amount For the remainder of 2021 $ 2,220 2022 10,102 2023 10,425 2024 10,670 2025 10,904 The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of LeaseTrack, Medicare Help Now, Only Medicare Solutions, Seniors’ Insurance Services, Mid-Continent, RogersGray, EBSME, FounderShield, The Capital Group and River Oak Risk occurred on January 1, 2020. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Three Months For the Nine Months (in thousands, except per share data) 2021 2020 2021 2020 Pro forma results: Revenues $ 137,830 $ 83,182 $ 446,454 $ 224,440 Net loss (24,312) (12,446) (11,142) (20,551) Net loss attributable to BRP Group, Inc. (12,877) (5,337) (6,732) (8,940) Basic and diluted loss per share $ (0.28) $ (0.16) $ (0.15) $ (0.36) Weighted-average shares of Class A common stock outstanding - basic and diluted 46,633 33,835 45,589 25,106 |
Variable Interest Entities (Not
Variable Interest Entities (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities Topic 810 requires a reporting entity to consolidate a variable interest entity (“VIE”) when the reporting entity has a variable interest or combination of variable interests that provide the entity with a controlling financial interest in the VIE. The Company continually assesses whether it has a controlling financial interest in each of its VIEs to determine if it is the primary beneficiary of the VIE and should, therefore, consolidate each of the VIEs. A reporting entity is considered to have a controlling financial interest in a VIE if it has (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb the losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company determined that it is the primary beneficiary of its VIEs, which, at September 30, 2021 and December 31, 2020, include Laureate Insurance Partners, LLC (“Laureate”), BKS Smith, LLC (“Smith”), BKS MS, LLC (“Saunders”) and BKS Partners Galati Marine Solutions, LLC (“Galati”). The Company has consolidated its VIEs into the consolidated financial statements. Total revenues and expenses of the Company’s consolidated VIEs included in the condensed consolidated statements of comprehensive loss were $285,000 and $140,000, respectively, for the three months ended September 30, 2021 and $180,000 and $159,000, respectively, for the three months ended September 30, 2020. Total revenues and expenses of the Company’s consolidated VIEs included in the condensed consolidated statements of comprehensive loss were $748,000 and $457,000, respectively, for the nine months ended September 30, 2021 and $583,000 and $498,000, respectively, for the nine months ended September 30, 2020. 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. The following tables provide a summary of the carrying amounts of the assets and liabilities of the Company’s consolidated VIEs at each of the balance sheet dates: At September 30, 2021 (in thousands) Laureate Smith Saunders Total Assets Cash and cash equivalents $ 231 $ 9 $ 26 $ 266 Premiums, commissions and fees receivable, net — 102 114 216 Total current assets 231 111 140 482 Property and equipment, net 17 — — 17 Other assets 5 — — 5 Total assets $ 253 $ 111 $ 140 $ 504 Liabilities Premiums payable to insurance companies $ 14 $ — $ — $ 14 Producer commissions payable 1 — 11 12 Accrued expenses and other current liabilities 12 — — 12 Total liabilities $ 27 $ — $ 11 $ 38 At December 31, 2020 (in thousands) Laureate Smith Saunders Total Assets Cash and cash equivalents $ 120 $ 5 $ 18 $ 143 Premiums, commissions and fees receivable, net 3 52 75 130 Total current assets 123 57 93 273 Property and equipment, net 21 — — 21 Other assets 5 — — 5 Total assets $ 149 $ 57 $ 93 $ 299 Liabilities Premiums payable to insurance companies $ 4 $ — $ 1 $ 5 Producer commissions payable — 4 13 17 Accrued expenses and other current liabilities 10 — — 10 Total liabilities $ 14 $ 4 $ 14 $ 32 |
Revenue (Notes)
Revenue (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The following table provides disaggregated commissions and fees revenue by major source: For the Three Months For the Nine Months (in thousands) 2021 2020 2021 2020 Direct bill revenue (1) $ 58,582 $ 26,996 $ 203,302 $ 77,535 Agency bill revenue (2) 53,495 28,130 136,271 64,815 Profit-sharing revenue (3) 8,105 3,535 26,572 11,285 Policy fee and installment fee revenue (4) 5,146 4,051 14,414 11,086 Consulting and service fee revenue (5) 5,343 720 16,349 2,228 Other income (6) 4,885 2,411 11,182 4,321 Total commissions and fees $ 135,556 $ 65,843 $ 408,090 $ 171,270 __________ (1) Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients, primarily for private risk management, commercial risk management, employee benefits and Medicare insurance types. (2) Agency bill revenue primarily represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients. The Company acts as an agent on behalf of the Client for the term of the insurance policy. (3) Profit-sharing revenue represents bonus-type revenue that is earned by the Company as a sales incentive provided by certain Insurance Company Partners. (4) Policy fee revenue represents revenue earned for acting in the capacity of an MGA on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions. Installment fee revenue represents revenue earned by the Company for providing payment processing services on behalf of the Insurance Company Partner related to policy premiums paid on an installment basis. (5) Service fee revenue is earned by receiving negotiated fees in lieu of a commission and consulting revenue is earned by providing specialty insurance consulting. (6) Other income consists of Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns in addition to other fee income and premium financing income generated across all Operating Groups. |
Contract Assets and Liabilities
Contract Assets and Liabilities (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets arise when the Company recognizes revenue for amounts which have not yet been billed and contract liabilities relate to payments received in advance of performance under the contract before the transfer of a good or service to the customer. Contract assets are included in premiums, commissions and fees receivable, net and contract liabilities are included in accrued expenses and other current liabilities on the condensed consolidated balance sheets. The balances of contract assets and liabilities arising from contracts with customers are as follows: (in thousands) September 30, 2021 December 31, 2020 Contract assets $ 140,131 $ 80,213 Contract liabilities 12,558 11,606 During the nine months ended September 30, 2021, the Company recognized revenue of $11.4 million related to the contract liabilities balance at December 31, 2020. |
Deferred Commission Expense (No
Deferred Commission Expense (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
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 employee commissions that are capitalized and not yet expensed and are included in other assets on the condensed consolidated balance sheets. The table below provides a rollforward of deferred commission expense for each of the three and nine months ended September 30, 2021 and 2020: For the Three Months For the Nine Months (in thousands) 2021 2020 2021 2020 Balance at beginning of period $ 6,036 $ 4,060 $ 4,751 $ 3,621 Costs capitalized 3,966 540 6,152 1,649 Amortization (587) (344) (1,488) (1,014) Balance at end of period $ 9,415 $ 4,256 $ 9,415 $ 4,256 |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill The Company recognizes certain separately identifiable intangible assets acquired in connection with business combinations and asset acquisitions. Refer to Note 3 for a summary of intangible assets acquired in connection with business combinations during the nine months ended September 30, 2021. Intangible assets consist of the following: September 30, 2021 December 31, 2020 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Purchased customer accounts (1) $ 616,144 $ (43,666) $ 572,478 $ 501,512 $ (18,604) $ 482,908 Distributor relationships 37,226 (2,562) 34,664 32,380 (1,377) 31,003 Software 39,659 (16,334) 23,325 30,828 (10,801) 20,027 Trade names (1) 18,380 (2,802) 15,578 14,439 (932) 13,507 Carrier relationships 7,859 (1,181) 6,678 7,859 (984) 6,875 Totals $ 719,268 $ (66,545) $ 652,723 $ 587,018 $ (32,698) $ 554,320 __________ (1) During the nine months ended September 30, 2021, the Company recorded measurement period adjustments relating to certain businesses acquired in the fourth quarter of 2020, which decreased purchased customer accounts and trade names by $4.6 million and $156,000, respectively. Amortization expense recorded for intangible assets was $12.6 million and $5.2 million for the three months ended September 30, 2021 and 2020, respectively, and $33.9 million and $13.2 million for the nine months ended September 30, 2021 and 2020, respectively. Refer to Note 3 for a summary of goodwill recorded in connection with business combinations during the nine months ended September 30, 2021. The changes in carrying value of goodwill by Operating Group for the period are as follows: (in thousands) Middle Market Specialty MainStreet Medicare Total Balance at December 31, 2020 $ 526,858 $ 65,319 $ 38,892 $ 20,433 $ 651,502 Goodwill of acquired businesses 143,266 88,022 — 4,241 235,529 Measurement period adjustments (1) (1,710) — — — (1,710) Balance at September 30, 2021 $ 668,414 $ 153,341 $ 38,892 $ 24,674 $ 885,321 __________ |
Long-term Debt (Notes)
Long-term Debt (Notes) | Jun. 30, 2021 |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt On October 14, 2020, the Company entered into a credit agreement with JPMorgan Chase Bank, N.A to provide senior secured credit facilities in an aggregate principal amount of $800.0 million (the "JPM Credit Agreement"), which consisted of (i) a term loan facility in the principal amount of $400.0 million maturing in 2027 (the “Existing Term Loan B”) and (ii) a revolving credit facility with commitments in an aggregate principal amount of $400.0 million maturing in 2025 (the “Revolving Facility”). The Existing Term Loan B accrued interest at LIBOR plus 400 basis points (“bps”) with a LIBOR floor of 75 bps. Borrowings under the Revolving Facility accrue interest at LIBOR plus 200 bps to LIBOR plus 300 bps based on the total net leverage ratio. On May 7, 2021, the Company entered into Amendment No. 1 to the JPM Credit Agreement, under which (a) the financial covenant requiring the Company to maintain a Total First Lien Net Leverage Ratio (as defined in the JPM Credit Agreement) at or below 5.00 to 1.00 was amended to increase such level to 6.00 to 1.00, and (b) the financial covenant requiring the Company to maintain a Debt Service Coverage Ratio (as defined in the JPM Credit Agreement) at or above 2.25 to 1.00 was removed. On June 2, 2021, the Company entered into Amendment No. 2 to the JPM Credit Agreement to provide for a new senior secured first lien term loan facility in an aggregate principal amount of $500.0 million maturing in 2027 (the “New Term Loan B”). The Company used a portion of the proceeds from the New Term Loan B to repay in full the Company’s obligations under the Existing Term Loan B. The remaining terms of the New Term Loan B and the terms of the Revolving Facility remained relatively unchanged. The New Term Loan B bears interest at LIBOR plus 350 bps, subject to a LIBOR floor of 50 bps. The applicable interest rate on the Term Loan B at September 30, 2021 was 4.00%. On August 6, 2021, the Company entered into Amendment No. 3 to the JPM Credit Agreement, under which the aggregate principal amount of the Revolving Facility was increased from $400.0 million to $475.0 million. The other terms of the Revolving Facility and the terms of the New Term Loan B remained unchanged. The outstanding borrowings on the Revolving Facility of $120.0 million had an applicable interest rate of 2.33% at September 30, 2021. The Revolving Facility is also subject to a commitment fee of 0.30% on the unused capacity of $355.0 million at September 30, 2021. The JPM Credit Agreement requires the Company to meet certain financial covenants and comply with customary affirmative and negative covenants as listed in the underlying agreement. The Company was in compliance with these covenants at September 30, 2021. Interest Rate Caps The Company entered into interest rate caps to mitigate its exposure to interest rate risk by limiting the impact of interest rate changes on cash flows. In March 2021, the Company executed three interest rate cap agreements, each with a notional amount of $300.0 million, which limit our interest rates by 0.75%, 1.50%, and 2.50%, expiring on March 10, 2022, March 10, 2024 and March 8, 2026, respectively. In August 2021, the Company executed two additional interest rate cap agreements, each with a notional amount of $100.0 million and interest rate cap of 3.00%, expiring on August 13, 2028. The interest rate caps are recorded at an aggregate fair value of $5.3 million at September 30, 2021 and are included as a component of other assets on the condensed consolidated balance sheets. The Company recorded a fair value loss of $334,000 and $1.2 million related to the interest rate caps for the three and nine months ended September 30, 2021, respectively, which is included as a component of other expense, net in the condensed consolidated statements of comprehensive loss. |
Related Party Transactions (Not
Related Party Transactions (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Notes Payable In September 2021, the Company accelerated recognition of MSI’s maximum contingent earnout and entered into notes payable agreements with each of MSI’s shareholders for a combined principal amount of $61.5 million. The related party notes bear no interest and are payable in full on April 8, 2022. Commission Revenue The Company serves as a broker for Holding Company of the Villages, Inc. (“The Villages”) and certain affiliated entities. Commission revenue recorded as a result of transactions with The Villages was $1.0 million and $339,000 for the three months ended September 30, 2021 and 2020, respectively, and $2.3 million and $1.1 million for the nine months ended September 30, 2021 and 2020, respectively. The Company serves as a broker for certain entities in which a member of our board of directors has a material interest. Commission revenue recorded as a result of these transactions was $84,000 and $119,000 for the three months ended September 30, 2021 and 2020, respectively, and $103,000 and $243,000 for the nine months ended September 30, 2021 and 2020, respectively. Commissions Expense Two brothers of Lowry Baldwin, our Board Chair, earned $148,000 and $254,000 from the Company in Risk Advisor commissions during the nine months ended September 30, 2021. Rent Expense The Company has various agreements to lease office space from wholly-owned subsidiaries of The Villages. Total rent expense incurred with respect to The Villages and its wholly-owned subsidiaries was $129,000 and $128,000 for the three months ended September 30, 2021 and 2020, respectively, and $390,000 and $412,000 for the nine months ended September 30, 2021 and 2020, respectively. The Company has various agreements to lease office space from other related party entities. Total rent expense incurred with respect to related parties other than The Villages was $636,000 and $368,000 for the three months ended September 30, 2021 and 2020, respectively, and $1.7 million and $1.1 million for the nine months ended September 30, 2021 and 2020, respectively. |
Share-Based Compensation (Notes
Share-Based Compensation (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Omnibus Incentive Plan and Partnership Inducement Award Plan The Company has an Omnibus Incentive Plan (the “Omnibus Plan”) and a Partnership Inducement Award Plan (the “Inducement Plan” and collectively, the “Plans”) to motivate and reward Colleagues and other individuals, including those who join the Company through Partnerships, to perform at the highest level and contribute significantly to the Company’s success, thereby furthering the best interests of its shareholders. The Omnibus Plan and the Inducement Plan provide for the Company to make awards of 3,844,044 and 1,500,000 shares of Class A common stock, respectively, at September 30, 2021. During the nine months ended September 30, 2021, the Company made awards of restricted stock, unrestricted stock and performance-based restricted stock units under the Plans to its non-employee directors and Colleagues. Performance-based restricted stock unit awards were issued under the Omnibus Plan in connection with the Long-Term Incentive Plan, which is discussed in further detail below. Shares of unrestricted stock issued to directors during the nine months ended September 30, 2021 were vested upon issuance while restricted stock issued to Colleagues, Risk Advisors and executive officers generally either cliff vest after 4 years or vest ratably over 3 to 5 years. The following table summarizes the activity for non-vested awards granted by the Company under the Plans: Shares Weighted-Average Grant-Date Fair Value Per Share Outstanding at December 31, 2020 826,027 $ 15.92 Granted 1,395,334 28.82 Vested and settled (265,572) 21.36 Forfeited (48,979) 20.73 Outstanding at September 30, 2021 1,906,810 24.48 The total fair value of shares that vested and settled under the Plans during the nine months ended September 30, 2021 was $5.7 million. Share-based compensation includes expense recognized for management incentive units and advisor incentives, in addition to issuances under the Plans. The Company recognizes share-based compensation expense for the Plans net of actual forfeitures. The Company recorded total share-based compensation expense of $3.8 million and $2.2 million for the three months ended September 30, 2021 and 2020, respectively, and $11.9 million and $5.4 million for the nine months ended September 30, 2021 and 2020, respectively, which is included in commissions, employee compensation and benefits expense in the condensed consolidated statements of comprehensive loss. Long-Term Incentive Plan On May 3, 2021, the Company’s Compensation Committee approved a new form of performance-based restricted stock unit award agreement (the “Form PSU Award Agreement”) under the Company’s Omnibus Plan in connection with the granting of performance-based restricted stock unit (“PSU”) awards 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 be earned pursuant to a PSU award will depend on the level of performance achieved with respect to applicable performance goals during the performance period. |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
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, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is computed giving effect to all potentially dilutive shares of common stock. During the periods presented, potentially dilutive securities include restricted stock awards and shares of Class B common stock that are cancellable upon the redemption or exchange, on a one-for-one basis, of LLC Units for shares of our Class A common stock. The 1,801,394 shares of unvested restricted Class A common stock were excluded from the diluted calculation for the three and nine months ended September 30, 2021 and the 783,571 shares of unvested restricted Class A common stock were excluded from the diluted calculation for the three and nine months ended September 30, 2020 as their inclusion would have been anti-dilutive because the Company was in a net loss position during these periods. In addition, the 52,484,315 and 45,247,711 outstanding shares of Class B common stock as of September 30, 2021 and 2020, respectively, have been excluded from the diluted calculation for all periods presented because including them on an “if-converted” basis would have an anti-dilutive effect. 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 (loss) per share of Class B common stock under the two-class method has not been included. The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and loss per share for the three and nine months ended September 30, 2021 and 2020. For the Three Months For the Nine Months (in thousands, except per share data) 2021 2020 2021 2020 Basic and diluted loss per share: Net loss attributable to BRP Group, Inc. $ (12,833) $ (3,268) $ (7,976) $ (5,388) Shares used for basic loss per share: Basic and diluted weighted-average shares of Class A common stock outstanding 46,446 33,098 45,132 24,371 Basic and diluted loss per share $ (0.28) $ (0.10) $ (0.18) $ (0.22) |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurement (“Topic 820”) established a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy under Topic 820 are described below: Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access. Level 2: Inputs to the valuation methodology are quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The fair value measurement level for assets and liabilities within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: (in thousands) September 30, 2021 December 31, 2020 Level 2 Interest rate caps $ 5,302 $ — Level 2 Assets $ 5,302 $ — Level 3 Contingent earnout liabilities $ 180,945 $ 164,819 Level 3 Liabilities $ 180,945 $ 164,819 Methodologies used for assets and liabilities measured at fair value on a recurring basis within Level 3 of the fair value hierarchy at September 30, 2021 and December 31, 2020 are based on limited unobservable inputs. These methods may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The fair value of interest rate caps was $5.3 million at September 30, 2021. The fair value of interest rate caps are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The fair value of contingent earnout liabilities is based on sales projections for the acquired entities, which are reassessed each reporting period. Based on the Company’s ongoing assessment of the fair value of its contingent earnout liabilities, the Company recorded a net increase in the estimated fair value of such liabilities of $23.2 million for the nine months ended September 30, 2021. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be $682.6 million at September 30, 2021. The Company measures contingently returnable consideration and contingent earnout liabilities at fair value at each reporting period using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a probability weighted value analysis as a valuation technique to convert future estimated cash flows to a single present value amount. The significant unobservable inputs used in the fair value measurements are sales projections over the earnout period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs would result in a significantly higher or lower asset or liability with a higher asset capped by the contractual maximum of the contingently returnable consideration and a higher liability capped by the contractual maximum of the contingent earnout liabilities. Ultimately, the asset and liability will be equivalent to the amount settled, and the difference between the fair value estimate and amount settled will be recorded in earnings for business combinations, or as a reduction of the cost of the assets acquired for asset acquisitions. Refer to Note 3 for additional information regarding contingent earnout consideration recorded in connection with business combinations. The fair value of the contingent earnout liabilities is based on the present value of the expected future payments to be made to Partners in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates the Partner’s future performance using financial projections developed by management for the Partner and market participant assumptions that were derived for revenue growth, profitability based on earnings before income taxes, depreciation and amortization (“EBITDA”), or the number of rental units tracked. Revenue and EBITDA growth rates generally ranged from 10% to 24% at September 30, 2021 and from 7% to 20% at December 31, 2020. 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 5.25% to 18.50% at September 30, 2021 and from 5.00% to 18.00% at December 31, 2020. Changes in financial projections, market participant assumptions for revenue growth and profitability, or the risk-adjusted discount rate, would result in a change in the fair value of contingent consideration. The following table sets forth a summary of the changes in the fair value of the Company’s contingently returnable consideration and contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2020 2021 2020 2020 (in thousands) Contingent Earnout Liabilities Contingently Returnable Consideration (1) Contingent Earnout Liabilities Contingent Earnout Liabilities Contingently Returnable Consideration (1) Contingent Earnout Liabilities Balance at beginning of period $ 178,252 $ 387 $ 78,535 $ 164,819 $ 70 $ 48,769 Fair value of contingent consideration issuances (2) 53,102 — 1,424 56,143 — 26,612 Change in fair value of contingent consideration 11,341 (88) 6,367 23,163 229 12,926 Settlement of contingent consideration (3) (61,750) — (938) (63,180) — (2,919) Balance at end of period $ 180,945 $ 299 $ 85,388 $ 180,945 $ 299 $ 85,388 __________ (1) There was no contingently returnable consideration at September 30, 2021 or December 31, 2020. (2) During the nine months ended September 30, 2021, the Company recorded measurement period adjustments relating to businesses acquired in the fourth quarter of 2020. These adjustments decreased contingent earnout liabilities by $4.7 million, which offsets issuances of $60.9 million from business combinations in the current period. (3) During the three and nine months ended September 30, 2021, the Company settled $61.5 million if its contingent earnout liabilities through the issuance of related party notes payable. Refer to Note 10 for additional information. Fair Value of Other Financial Instruments The fair value of long-term debt is classified as Level 2 within the fair value hierarchy. Fair value is based on an estimate using a discounted cash flow analysis based on current borrowing rates for similar types of borrowing arrangements. The fair value of long-term debt was approximately $481.6 million at September 30, 2021 compared to a carrying value of $498.8 million. The fair value of long-term debt was approximately $402.0 million at December 31, 2020 compared to a carrying value of $399.0 million. The carrying value of long-term debt is netted against unamortized debt discount and issuance costs of $16.4 million and $13.6 million at September 30, 2021 and December 31, 2020, respectively, for balance sheet presentation. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. |
Segment Reporting (Notes)
Segment Reporting (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Information BRP Group’s business is divided into four Operating Groups: Middle Market, Specialty, MainStreet, and Medicare. • Middle Market provides private risk management, commercial risk management and employee benefits solutions for mid-to-large size businesses and high net worth individuals and families. • Specialty represents a wholesale co-brokerage platform that delivers specialty insurers, professionals, individuals and niche industry businesses expanded access to exclusive specialty markets, capabilities and programs requiring complex underwriting and placement. Specialty also represents a leading technology platform, MGA of the Future, which is a national renter’s insurance product distributed via sub-agent partners and property management software providers, which has expanded distribution capabilities for new products through our wholesale and retail networks. • MainStreet offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities. • Medicare offers consultation for government assistance programs and solutions, including traditional Medicare and Medicare Advantage, to seniors and Medicare-eligible individuals through a network of agents. In the Middle Market, MainStreet, and Specialty Operating Groups, the Company generates commissions and fees from insurance placement under both agency bill and direct bill arrangements. In addition, the Company generates profit sharing income in each of those segments based on either the underlying book of business or performance, such as loss ratios. In the Middle Market Operating Group only, the Company generates fees from service fee and consulting arrangements. Service fee arrangements are in place with certain customers in lieu of commission arrangements. In the Medicare Operating Group, the Company generates commissions and fees in the form of direct bill insurance placement and marketing income. Marketing income is earned through co-branded marketing campaigns with the Company’s Insurance Company Partners. The Company’s chief operating decision maker, the chief executive officer, uses net income before interest, taxes, depreciation, amortization, and one-time transactional-related expenses or non-recurring items to manage resources and make decisions about the business. Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The Corporate and Other non-reportable segment includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Intersegment revenue and expenses are eliminated through the Corporate and Other column. Service center expenses and other overhead are allocated to the Company’s Operating Groups based on either revenue or headcount as applicable to each expense. For the Three Months Ended September 30, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 80,087 $ 41,986 $ 8,760 $ 5,665 $ (942) $ 135,556 Net income (loss) (7,154) 962 1,233 61 (19,324) (24,222) __________ (1) During the three months ended September 30, 2021, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $604,000; the Specialty Operating Group recorded intercompany commissions and fees revenue from activity with itself of $41,000; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of $121,000; and the Medicare Operating Group recorded intercompany commissions and fees revenue from activity with itself of $176,000. These intercompany commissions and fees are eliminated through Corporate and Other. For the Three Months Ended September 30, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees $ 26,561 $ 27,486 $ 7,905 $ 4,101 $ (210) $ 65,843 Net income (loss) 1,175 (1,278) 1,197 214 (8,923) (7,615) For the Nine Months Ended September 30, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 266,751 $ 97,173 $ 25,558 $ 20,269 $ (1,661) $ 408,090 Net income (loss) 28,601 4,435 3,505 2,811 (53,064) (13,712) __________ (1) During the nine months ended September 30, 2021, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $1.1 million; the Specialty Operating Group recorded intercompany commissions and fees revenue from activity with itself of $41,000; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of $212,000; and the Medicare Operating Group recorded intercompany commissions and fees revenue from activity with itself of $336,000. These intercompany commissions and fees are eliminated through Corporate and Other. For the Nine Months Ended September 30, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees $ 69,311 $ 64,358 $ 23,917 $ 13,894 $ (210) $ 171,270 Net income (loss) 11,789 (6,190) 3,397 2,661 (22,424) (10,767) (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Total assets at September 30, 2021 $ 1,495,044 $ 328,005 $ 60,896 $ 56,609 $ 292,555 $ 2,233,109 Total assets at December 31, 2020 1,194,185 188,360 58,957 43,675 44,737 1,529,914 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Business Partnerships On October 1, 2021, the Company purchased certain assets and intellectual and intangible rights and assumed certain liabilities of White Hill Plaza, Inc. (operating as K&S Insurance Agency, “K&S”) for upfront consideration consisting of $79.9 million of cash (which was reduced by the value of shares of Class A common stock issued to K&S colleagues in connection with the Partnership) and 1,018,874 LLC Units (and the corresponding 1,018,874 shares of Class B common stock). K&S will also have the opportunity to receive additional contingent consideration payable in cash, shares of Class A common stock, or a combination of both at the Company’s sole option. The Partnership brings to the Company deep expertise in the construction industry, and incremental scale in Texas. The Company has not yet completed its evaluation and determination of consideration paid, certain assets and liabilities acquired, or treatment of this transaction as either a business combination or asset acquisition in accordance with Topic 805. On October 1, 2021, the Company purchased certain assets and intellectual and intangible rights and assumed certain liabilities of Jacobson, Goldfarb & Scott, Inc., including the equity interests of certain of its subsidiaries (collectively, operating as “JGS”) for upfront consideration consisting of $157.2 million of cash (which was reduced by the value of shares of Class A common stock issued to JGS colleagues in connection with the Partnership) and 1,821,625 LLC Units (and the corresponding 1,821,625 shares of Class B common stock). JGS will also have the opportunity to receive additional contingent consideration payable in cash, shares of Class A common stock, or a combination of both at the Company’s sole option. The Partnership expands the Company’s Specialty and Middle Market practice expertise in key markets and industries, including Habitational Real Estate, Construction and Manufacturing & Distribution. The Company has not yet completed its evaluation and determination of consideration paid, certain assets and liabilities acquired, or treatment of this transaction as either a business combination or asset acquisition in accordance with Topic 805. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | The consolidated financial statements include the accounts of BRP Group and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As the sole manager of Baldwin Risk Partners, LLC (“BRP”), BRP Group operates and controls all the business and affairs of BRP, and has the sole voting interest in, and controls the management of, BRP. Accordingly, BRP Group consolidates BRP in its consolidated financial statements, resulting in a noncontrolling interest related to the membership interests of BRP (the “LLC Units”) held by BRP’s LLC members in its consolidated financial statements. The Company has prepared these 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 condensed consolidated balance sheets within total equity of the Company. Certain redeemable noncontrolling interests are reported on the condensed consolidated balance sheets as mezzanine equity. Topic 810 also requires revenues, expenses, gains, losses, net income or loss, and other comprehensive income or loss to be reported in the consolidated financial statements at consolidated amounts, which include amounts attributable to the owners of the parent and the noncontrolling interests. Public Equity Offering On September 17, 2021, the Company completed a public offering of 9,200,000 shares of its Class A common stock, including 1,200,000 shares sold pursuant to the underwriters’ over-allotment option. The shares were sold at an offering price of $30.50 per share for net proceeds of approximately $269.4 million after deducting underwriting discounts and commissions of $11.2 million. The Company used such proceeds to purchase 9,200,000 LLC Units. The Company also paid offering expenses of $1.1 million. |
Use of Estimates | The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates underlying the accompanying consolidated financial statements include the application of guidance for revenue recognition, including determination of allowances for estimated policy cancellations; the determination of fair value in relation to business combinations and purchase price allocation; impairment of long-lived assets including goodwill; valuation of the Tax Receivable Agreement liability and income taxes; and share-based compensation. |
Recent Accounting Pronouncements | As an emerging growth company, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company elected to use this extended transition period and adopt certain new accounting standards on the private company timeline, which means that the Company’s financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards on a non-delayed basis. The Company elected the extended transition period for the adoption of the Accounting Standards Updates (“ASUs”) below. The Company has determined that it will cease to be an emerging growth company as of December 31, 2021, and therefore, will need to comply with the public company timeline on that date. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases . ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The FASB has subsequently issued several additional ASUs related to leases, which improved upon, provided interpretation of and transition relief for the guidance issued in ASU 2016-02 and extended the adoption date for nonpublic business entities. This guidance will be effective for the Company on December 31, 2021 in conjunction with its loss of emerging growth company status (discussed above). The Company will adopt ASU 2016-02 using the modified retrospective approach as of January 1, 2021. Although the Company is currently evaluating the full effect that the adoption of ASU 2016-02 will have on its consolidated financial statements, it expects to recognize significant right-of-use assets and lease liabilities, resulting in an increase to its total assets and total liabilities. |
Derivatives | 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 condensed 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 on the accompanying statements of cash flows. The Company does not use derivative instruments for trading or speculative purposes. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents. The Company manages this risk using high creditworthy financial institutions. Interest-bearing accounts and noninterest-bearing accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. Deposits exceed amounts insured by the FDIC. The Company has not experienced any losses from its deposits. |
Business Combinations (Tables)
Business Combinations (Tables) | Apr. 01, 2020 | Sep. 30, 2021 |
Business Combinations [Abstract] | ||
Schedule of Business Acquisitions | The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the nine months ended September 30, 2021. The “All Others” column includes amounts for the Medicare Help Now, Only Medicare Solutions, Seniors’ Insurance Services, Mid-Continent and EBSME business combinations. (in thousands) LeaseTrack RogersGray FounderShield The Capital Group River Oak Risk All Others Totals Cash consideration paid $ 12,984 $ 135,135 $ 20,863 $ 28,558 $ 18,908 $ 16,786 $ 233,234 Fair value of contingent earnout consideration 6,116 18,976 18,033 10,006 5,163 2,571 60,865 Fair value of equity interest 1,652 39,765 14,624 13,393 3,574 2,626 75,634 Deferred payment — 1,608 2,985 10,336 89 2,772 17,790 Total consideration $ 20,752 $ 195,484 $ 56,505 $ 62,293 $ 27,734 $ 24,755 $ 387,523 Cash $ 100 $ 2,766 $ 221 $ 613 $ 290 $ 145 $ 4,135 Restricted cash 2 4,211 3,199 — 160 — 7,572 Premiums, commissions and fees receivable 729 9,713 3,810 3,940 187 1,677 20,056 Property and equipment 43 1,324 — — — — 1,367 Other assets — 589 52 — — 18 659 Intangible assets 5,200 76,169 9,402 26,399 5,085 12,722 134,977 Goodwill 15,026 109,053 45,810 32,251 22,797 10,592 235,529 Total assets acquired 21,100 203,825 62,494 63,203 28,519 25,154 404,295 Premiums payable to insurance companies (318) (5,898) (5,831) — — — (12,047) Producer commissions payable (4) (749) — (906) (111) (395) (2,165) Accrued expenses and other current liabilities (26) (1,694) (158) (4) (674) (4) (2,560) Total liabilities acquired (348) (8,341) (5,989) (910) (785) (399) (16,772) Net assets acquired $ 20,752 $ 195,484 $ 56,505 $ 62,293 $ 27,734 $ 24,755 $ 387,523 Maximum potential contingent earnout consideration $ 8,500 $ 72,446 $ 77,554 $ 29,888 $ 26,402 $ 17,897 $ 232,687 | |
Schedule of Weighted-Average Useful Lives of Intangible Assets Acquired in Business Combinations | The intangible assets acquired in connection with business combinations during the nine months ended September 30, 2021 have the following values and estimated weighted-average lives: (in thousands, except weighted-average lives) Amount Weighted-Average Life Purchased customer accounts $ 117,200 18.1 years Distributor relationships 4,846 20.0 years Software 8,834 5.0 years Trade names 4,097 5.0 years | |
Schedule of Future Amortization Expense for Intangible Assets Acquired in Business Combinations | Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the nine months ended September 30, 2021 is as follows: (in thousands) Amount For the remainder of 2021 $ 2,220 2022 10,102 2023 10,425 2024 10,670 2025 10,904 | |
Schedule of Pro Forma Information | The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of LeaseTrack, Medicare Help Now, Only Medicare Solutions, Seniors’ Insurance Services, Mid-Continent, RogersGray, EBSME, FounderShield, The Capital Group and River Oak Risk occurred on January 1, 2020. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Three Months For the Nine Months (in thousands, except per share data) 2021 2020 2021 2020 Pro forma results: Revenues $ 137,830 $ 83,182 $ 446,454 $ 224,440 Net loss (24,312) (12,446) (11,142) (20,551) Net loss attributable to BRP Group, Inc. (12,877) (5,337) (6,732) (8,940) Basic and diluted loss per share $ (0.28) $ (0.16) $ (0.15) $ (0.36) Weighted-average shares of Class A common stock outstanding - basic and diluted 46,633 33,835 45,589 25,106 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following tables provide a summary of the carrying amounts of the assets and liabilities of the Company’s consolidated VIEs at each of the balance sheet dates: At September 30, 2021 (in thousands) Laureate Smith Saunders Total Assets Cash and cash equivalents $ 231 $ 9 $ 26 $ 266 Premiums, commissions and fees receivable, net — 102 114 216 Total current assets 231 111 140 482 Property and equipment, net 17 — — 17 Other assets 5 — — 5 Total assets $ 253 $ 111 $ 140 $ 504 Liabilities Premiums payable to insurance companies $ 14 $ — $ — $ 14 Producer commissions payable 1 — 11 12 Accrued expenses and other current liabilities 12 — — 12 Total liabilities $ 27 $ — $ 11 $ 38 At December 31, 2020 (in thousands) Laureate Smith Saunders Total Assets Cash and cash equivalents $ 120 $ 5 $ 18 $ 143 Premiums, commissions and fees receivable, net 3 52 75 130 Total current assets 123 57 93 273 Property and equipment, net 21 — — 21 Other assets 5 — — 5 Total assets $ 149 $ 57 $ 93 $ 299 Liabilities Premiums payable to insurance companies $ 4 $ — $ 1 $ 5 Producer commissions payable — 4 13 17 Accrued expenses and other current liabilities 10 — — 10 Total liabilities $ 14 $ 4 $ 14 $ 32 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table provides disaggregated commissions and fees revenue by major source: For the Three Months For the Nine Months (in thousands) 2021 2020 2021 2020 Direct bill revenue (1) $ 58,582 $ 26,996 $ 203,302 $ 77,535 Agency bill revenue (2) 53,495 28,130 136,271 64,815 Profit-sharing revenue (3) 8,105 3,535 26,572 11,285 Policy fee and installment fee revenue (4) 5,146 4,051 14,414 11,086 Consulting and service fee revenue (5) 5,343 720 16,349 2,228 Other income (6) 4,885 2,411 11,182 4,321 Total commissions and fees $ 135,556 $ 65,843 $ 408,090 $ 171,270 __________ (1) Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients, primarily for private risk management, commercial risk management, employee benefits and Medicare insurance types. (2) Agency bill revenue primarily represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners by providing insurance placement services to Clients. The Company acts as an agent on behalf of the Client for the term of the insurance policy. (3) Profit-sharing revenue represents bonus-type revenue that is earned by the Company as a sales incentive provided by certain Insurance Company Partners. (4) Policy fee revenue represents revenue earned for acting in the capacity of an MGA on behalf of the Insurance Company Partner and fulfilling certain services including delivery of policy documents, processing payments and other administrative functions. Installment fee revenue represents revenue earned by the Company for providing payment processing services on behalf of the Insurance Company Partner related to policy premiums paid on an installment basis. (5) Service fee revenue is earned by receiving negotiated fees in lieu of a commission and consulting revenue is earned by providing specialty insurance consulting. (6) Other income consists of Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns in addition to other fee income and premium financing income generated across all Operating Groups. |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Schedule of Contract Assets and Liabilities | The balances of contract assets and liabilities arising from contracts with customers are as follows: (in thousands) September 30, 2021 December 31, 2020 Contract assets $ 140,131 $ 80,213 Contract liabilities 12,558 11,606 |
Deferred Commission Expense (Ta
Deferred Commission Expense (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 each of the three and nine months ended September 30, 2021 and 2020: For the Three Months For the Nine Months (in thousands) 2021 2020 2021 2020 Balance at beginning of period $ 6,036 $ 4,060 $ 4,751 $ 3,621 Costs capitalized 3,966 540 6,152 1,649 Amortization (587) (344) (1,488) (1,014) Balance at end of period $ 9,415 $ 4,256 $ 9,415 $ 4,256 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: September 30, 2021 December 31, 2020 (in thousands) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Purchased customer accounts (1) $ 616,144 $ (43,666) $ 572,478 $ 501,512 $ (18,604) $ 482,908 Distributor relationships 37,226 (2,562) 34,664 32,380 (1,377) 31,003 Software 39,659 (16,334) 23,325 30,828 (10,801) 20,027 Trade names (1) 18,380 (2,802) 15,578 14,439 (932) 13,507 Carrier relationships 7,859 (1,181) 6,678 7,859 (984) 6,875 Totals $ 719,268 $ (66,545) $ 652,723 $ 587,018 $ (32,698) $ 554,320 __________ (1) During the nine months ended September 30, 2021, the Company recorded measurement period adjustments relating to certain businesses acquired in the fourth quarter of 2020, which decreased purchased customer accounts and trade names by $4.6 million and $156,000, respectively. |
Schedule of Goodwill | The changes in carrying value of goodwill by Operating Group for the period are as follows: (in thousands) Middle Market Specialty MainStreet Medicare Total Balance at December 31, 2020 $ 526,858 $ 65,319 $ 38,892 $ 20,433 $ 651,502 Goodwill of acquired businesses 143,266 88,022 — 4,241 235,529 Measurement period adjustments (1) (1,710) — — — (1,710) Balance at September 30, 2021 $ 668,414 $ 153,341 $ 38,892 $ 24,674 $ 885,321 __________ (1) Measurement period adjustments relating to businesses acquired in the fourth quarter of 2020 increased accrued expenses and other current liabilities by $93,000, decreased property and equipment by $124,000, decreased premiums, commissions and fees receivable, net by $545,000 and decreased cash consideration by $2.5 million. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Activity of Non-vested Awards under Omnibus and Partnership Inducement Plans | The following table summarizes the activity for non-vested awards granted by the Company under the Plans: Shares Weighted-Average Grant-Date Fair Value Per Share Outstanding at December 31, 2020 826,027 $ 15.92 Granted 1,395,334 28.82 Vested and settled (265,572) 21.36 Forfeited (48,979) 20.73 Outstanding at September 30, 2021 1,906,810 24.48 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share | The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and loss per share for the three and nine months ended September 30, 2021 and 2020. For the Three Months For the Nine Months (in thousands, except per share data) 2021 2020 2021 2020 Basic and diluted loss per share: Net loss attributable to BRP Group, Inc. $ (12,833) $ (3,268) $ (7,976) $ (5,388) Shares used for basic loss per share: Basic and diluted weighted-average shares of Class A common stock outstanding 46,446 33,098 45,132 24,371 Basic and diluted loss per share $ (0.28) $ (0.10) $ (0.18) $ (0.22) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value by Balance Sheet Grouping | The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis within each level of the fair value hierarchy: (in thousands) September 30, 2021 December 31, 2020 Level 2 Interest rate caps $ 5,302 $ — Level 2 Assets $ 5,302 $ — Level 3 Contingent earnout liabilities $ 180,945 $ 164,819 Level 3 Liabilities $ 180,945 $ 164,819 |
Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth a summary of the changes in the fair value of the Company’s contingently returnable consideration and contingent earnout liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions in their valuation: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2020 2021 2020 2020 (in thousands) Contingent Earnout Liabilities Contingently Returnable Consideration (1) Contingent Earnout Liabilities Contingent Earnout Liabilities Contingently Returnable Consideration (1) Contingent Earnout Liabilities Balance at beginning of period $ 178,252 $ 387 $ 78,535 $ 164,819 $ 70 $ 48,769 Fair value of contingent consideration issuances (2) 53,102 — 1,424 56,143 — 26,612 Change in fair value of contingent consideration 11,341 (88) 6,367 23,163 229 12,926 Settlement of contingent consideration (3) (61,750) — (938) (63,180) — (2,919) Balance at end of period $ 180,945 $ 299 $ 85,388 $ 180,945 $ 299 $ 85,388 __________ (1) There was no contingently returnable consideration at September 30, 2021 or December 31, 2020. (2) During the nine months ended September 30, 2021, the Company recorded measurement period adjustments relating to businesses acquired in the fourth quarter of 2020. These adjustments decreased contingent earnout liabilities by $4.7 million, which offsets issuances of $60.9 million from business combinations in the current period. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Summarized Financial Information by Operating Group | Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The Corporate and Other non-reportable segment includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. Intersegment revenue and expenses are eliminated through the Corporate and Other column. Service center expenses and other overhead are allocated to the Company’s Operating Groups based on either revenue or headcount as applicable to each expense. For the Three Months Ended September 30, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 80,087 $ 41,986 $ 8,760 $ 5,665 $ (942) $ 135,556 Net income (loss) (7,154) 962 1,233 61 (19,324) (24,222) __________ (1) During the three months ended September 30, 2021, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $604,000; the Specialty Operating Group recorded intercompany commissions and fees revenue from activity with itself of $41,000; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of $121,000; and the Medicare Operating Group recorded intercompany commissions and fees revenue from activity with itself of $176,000. These intercompany commissions and fees are eliminated through Corporate and Other. For the Three Months Ended September 30, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees $ 26,561 $ 27,486 $ 7,905 $ 4,101 $ (210) $ 65,843 Net income (loss) 1,175 (1,278) 1,197 214 (8,923) (7,615) For the Nine Months Ended September 30, 2021 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees (1) $ 266,751 $ 97,173 $ 25,558 $ 20,269 $ (1,661) $ 408,090 Net income (loss) 28,601 4,435 3,505 2,811 (53,064) (13,712) __________ (1) During the nine months ended September 30, 2021, the Middle Market Operating Group recorded intercompany commissions and fees revenue from activity with the Specialty Operating Group of $1.1 million; the Specialty Operating Group recorded intercompany commissions and fees revenue from activity with itself of $41,000; the MainStreet Operating Group recorded intercompany commissions and fees revenue from activity with the Middle Market Operating Group of $212,000; and the Medicare Operating Group recorded intercompany commissions and fees revenue from activity with itself of $336,000. These intercompany commissions and fees are eliminated through Corporate and Other. For the Nine Months Ended September 30, 2020 (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Commissions and fees $ 69,311 $ 64,358 $ 23,917 $ 13,894 $ (210) $ 171,270 Net income (loss) 11,789 (6,190) 3,397 2,661 (22,424) (10,767) (in thousands) Middle Market Specialty MainStreet Medicare Corporate and Other Total Total assets at September 30, 2021 $ 1,495,044 $ 328,005 $ 60,896 $ 56,609 $ 292,555 $ 2,233,109 Total assets at December 31, 2020 1,194,185 188,360 58,957 43,675 44,737 1,529,914 |
Business and Basis of Present_2
Business and Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 17, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Subsidiary or Equity Method Investee [Line Items] | |||
Date of incorporation or formation | Jul. 1, 2019 | ||
Proceeds from issuance of Class A common stock, net of underwriting discounts | $ 269,376 | $ 167,346 | |
Baldwin Risk Partners, LLC | LLC Units | |||
Subsidiary or Equity Method Investee [Line Items] | |||
LLC Units purchased | 9,200,000 | ||
Common Class A | Private Placement | BRP Group, Inc. | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Shares of stock sold | 9,200,000 | ||
Offering price per share | $ 30.50 | ||
Proceeds from issuance of Class A common stock, net of underwriting discounts | $ 269,400 | ||
Underwriting discounts and commissions | 11,200 | ||
Offering expenses | $ 1,100 | ||
Common Class A | Over-Allotment Option | BRP Group, Inc. | |||
Subsidiary or Equity Method Investee [Line Items] | |||
Shares of stock sold | 1,200,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | Sep. 30, 2021USD ($) |
Accounting Policies [Abstract] | |
Cash, FDIC Insured Amount | $ 250,000 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)numberOfBusinessCombinations | |
Business Acquisition [Line Items] | |
Number of Businesses Acquired | numberOfBusinessCombinations | 10 |
Business combinations aggregate purchase price | $ 387,523 |
Goodwill, amortization period for tax purposes | 15 years |
Total revenues recognized from business combinations | $ 18,800 |
Net income (loss) recognized from business combinations | (1,200) |
Acquisition related costs incurred | 2,400 |
LeaseTrack | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 20,752 |
Effective date of acquisition | Feb. 1, 2021 |
Medicare Help Now | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Mar. 1, 2021 |
Only Medicare Solutions | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Apr. 1, 2021 |
Seniors' Insurance Services | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Apr. 30, 2021 |
Mid-Continent | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Apr. 30, 2021 |
RogersGray | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 195,484 |
Effective date of acquisition | Jul. 1, 2021 |
EBSME | |
Business Acquisition [Line Items] | |
Effective date of acquisition | Jul. 30, 2021 |
FounderShield | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 56,505 |
Effective date of acquisition | Aug. 2, 2021 |
The Capital Group | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 62,293 |
Effective date of acquisition | Aug. 2, 2021 |
River Oak Risk | |
Business Acquisition [Line Items] | |
Business combinations aggregate purchase price | $ 27,734 |
Effective date of acquisition | Aug. 4, 2021 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | $ 233,234 | |
Fair value of contingent earnout consideration | 60,865 | $ 26,612 |
Fair value of equity interest | 75,634 | $ 52,575 |
Deferred payment | 17,790 | |
Total consideration | 387,523 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 4,135 | |
Restricted cash | 7,572 | |
Premiums, commissions and fees receivable | 20,056 | |
Property and equipment | 1,367 | |
Other assets | 659 | |
Intangible assets | 134,977 | |
Goodwill | 235,529 | |
Total assets acquired | 404,295 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | (12,047) | |
Producer commissions payable | (2,165) | |
Accrued expenses and other current liabilities | (2,560) | |
Total liabilities acquired | (16,772) | |
Net assets acquired | 387,523 | |
LeaseTrack | ||
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | 12,984 | |
Fair value of contingent earnout consideration | 6,116 | |
Fair value of equity interest | 1,652 | |
Deferred payment | 0 | |
Total consideration | 20,752 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 100 | |
Restricted cash | 2 | |
Premiums, commissions and fees receivable | 729 | |
Property and equipment | 43 | |
Other assets | 0 | |
Intangible assets | 5,200 | |
Goodwill | 15,026 | |
Total assets acquired | 21,100 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | (318) | |
Producer commissions payable | (4) | |
Accrued expenses and other current liabilities | (26) | |
Total liabilities acquired | (348) | |
Net assets acquired | 20,752 | |
Maximum potential contingent earnout consideration | 8,500 | |
RogersGray | ||
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | 135,135 | |
Fair value of contingent earnout consideration | 18,976 | |
Fair value of equity interest | 39,765 | |
Deferred payment | 1,608 | |
Total consideration | 195,484 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 2,766 | |
Restricted cash | 4,211 | |
Premiums, commissions and fees receivable | 9,713 | |
Property and equipment | 1,324 | |
Other assets | 589 | |
Intangible assets | 76,169 | |
Goodwill | 109,053 | |
Total assets acquired | 203,825 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | (5,898) | |
Producer commissions payable | (749) | |
Accrued expenses and other current liabilities | (1,694) | |
Total liabilities acquired | (8,341) | |
Net assets acquired | 195,484 | |
Maximum potential contingent earnout consideration | 72,446 | |
FounderShield | ||
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | 20,863 | |
Fair value of contingent earnout consideration | 18,033 | |
Fair value of equity interest | 14,624 | |
Deferred payment | 2,985 | |
Total consideration | 56,505 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 221 | |
Restricted cash | 3,199 | |
Premiums, commissions and fees receivable | 3,810 | |
Property and equipment | 0 | |
Other assets | 52 | |
Intangible assets | 9,402 | |
Goodwill | 45,810 | |
Total assets acquired | 62,494 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | (5,831) | |
Producer commissions payable | 0 | |
Accrued expenses and other current liabilities | (158) | |
Total liabilities acquired | (5,989) | |
Net assets acquired | 56,505 | |
Maximum potential contingent earnout consideration | 77,554 | |
The Capital Group | ||
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | 28,558 | |
Fair value of contingent earnout consideration | 10,006 | |
Fair value of equity interest | 13,393 | |
Deferred payment | 10,336 | |
Total consideration | 62,293 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 613 | |
Restricted cash | 0 | |
Premiums, commissions and fees receivable | 3,940 | |
Property and equipment | 0 | |
Other assets | 0 | |
Intangible assets | 26,399 | |
Goodwill | 32,251 | |
Total assets acquired | 63,203 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | 0 | |
Producer commissions payable | (906) | |
Accrued expenses and other current liabilities | (4) | |
Total liabilities acquired | (910) | |
Net assets acquired | 62,293 | |
Maximum potential contingent earnout consideration | 29,888 | |
River Oak Risk | ||
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | 18,908 | |
Fair value of contingent earnout consideration | 5,163 | |
Fair value of equity interest | 3,574 | |
Deferred payment | 89 | |
Total consideration | 27,734 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 290 | |
Restricted cash | 160 | |
Premiums, commissions and fees receivable | 187 | |
Property and equipment | 0 | |
Other assets | 0 | |
Intangible assets | 5,085 | |
Goodwill | 22,797 | |
Total assets acquired | 28,519 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | 0 | |
Producer commissions payable | (111) | |
Accrued expenses and other current liabilities | (674) | |
Total liabilities acquired | (785) | |
Net assets acquired | 27,734 | |
Maximum potential contingent earnout consideration | 26,402 | |
All Others | ||
Business Combination, Consideration Transferred [Abstract] | ||
Cash consideration paid | 16,786 | |
Fair value of contingent earnout consideration | 2,571 | |
Fair value of equity interest | 2,626 | |
Deferred payment | 2,772 | |
Total consideration | 24,755 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Cash | 145 | |
Restricted cash | 0 | |
Premiums, commissions and fees receivable | 1,677 | |
Property and equipment | 0 | |
Other assets | 18 | |
Intangible assets | 12,722 | |
Goodwill | 10,592 | |
Total assets acquired | 25,154 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Premiums payable to insurance companies | 0 | |
Producer commissions payable | (395) | |
Accrued expenses and other current liabilities | (4) | |
Total liabilities acquired | (399) | |
Net assets acquired | 24,755 | |
Maximum potential contingent earnout consideration | 17,897 | |
Totals | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ||
Maximum potential contingent earnout consideration | $ 232,687 |
Business Combinations - Sched_2
Business Combinations - Schedule of Weighted-Average Lives of Intangible Assets Acquired in Business Combinations (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 134,977 |
Purchased customer accounts | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 117,200 |
Weighted Average Life | 18 years 1 month 6 days |
Distributor relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 4,846 |
Weighted Average Life | 20 years |
Software | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 8,834 |
Weighted Average Life | 5 years |
Trade Names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Amount | $ 4,097 |
Weighted Average Life | 5 years |
Business Combinations - Sched_3
Business Combinations - Schedule of Future Amortization of Intangible Assets Acquired in Business Combinations (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Business Combinations [Abstract] | |
For the remainder of 2021 | $ 2,220 |
2022 | 10,102 |
2023 | 10,425 |
2024 | 10,670 |
2025 | $ 10,904 |
Business Combinations - Sched_4
Business Combinations - Schedule of Pro Forma Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenues | $ 137,830 | $ 83,182 | $ 446,454 | $ 224,440 |
Net loss | (24,312) | (12,446) | (11,142) | (20,551) |
Net loss attributable to BRP Group, Inc. | $ (12,877) | $ (5,337) | $ (6,732) | $ (8,940) |
Basic loss per share | $ (0.28) | $ (0.16) | $ (0.15) | $ (0.36) |
Diluted loss per share | $ (0.28) | $ (0.16) | $ (0.15) | $ (0.36) |
Weighted-average shares of Class A common stock outstanding - basic | 46,633 | 33,835 | 45,589 | 25,106 |
Weighted-average shares of Class A common stock outstanding - diluted | 46,633 | 33,835 | 45,589 | 25,106 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Variable Interest Entity [Line Items] | ||||
Revenues | $ 285 | $ 180 | $ 748 | $ 583 |
Expenses | $ 140 | $ 159 | $ 457 | $ 498 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 374,450 | $ 108,462 |
Premiums, commissions and fees receivable, net | 233,162 | 155,501 |
Total current assets | 660,442 | 301,989 |
Property and equipment, net | 13,776 | 11,019 |
Other assets | 20,847 | 11,084 |
Total assets | 2,233,109 | 1,529,914 |
Liabilities | ||
Premiums payable to insurance companies | 175,486 | 135,576 |
Producer commissions payable | 35,520 | 24,260 |
Accrued expenses and other current liabilities | 62,283 | 47,490 |
Total liabilities | 1,121,394 | 759,946 |
Variable Interest Entity, Primary Beneficiary | ||
Current Assets | ||
Cash and cash equivalents | 266 | 143 |
Premiums, commissions and fees receivable, net | 216 | 130 |
Total current assets | 482 | 273 |
Property and equipment, net | 17 | 21 |
Other assets | 5 | 5 |
Total assets | 504 | 299 |
Liabilities | ||
Premiums payable to insurance companies | 14 | 5 |
Producer commissions payable | 12 | 17 |
Accrued expenses and other current liabilities | 12 | 10 |
Total liabilities | 38 | 32 |
Variable Interest Entity, Primary Beneficiary | Laureate | ||
Current Assets | ||
Cash and cash equivalents | 231 | 120 |
Premiums, commissions and fees receivable, net | 0 | 3 |
Total current assets | 231 | 123 |
Property and equipment, net | 17 | 21 |
Other assets | 5 | 5 |
Total assets | 253 | 149 |
Liabilities | ||
Premiums payable to insurance companies | 14 | 4 |
Producer commissions payable | 1 | 0 |
Accrued expenses and other current liabilities | 12 | 10 |
Total liabilities | 27 | 14 |
Variable Interest Entity, Primary Beneficiary | Smith | ||
Current Assets | ||
Cash and cash equivalents | 9 | 5 |
Premiums, commissions and fees receivable, net | 102 | 52 |
Total current assets | 111 | 57 |
Property and equipment, net | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 111 | 57 |
Liabilities | ||
Premiums payable to insurance companies | 0 | 0 |
Producer commissions payable | 0 | 4 |
Accrued expenses and other current liabilities | 0 | 0 |
Total liabilities | 0 | 4 |
Variable Interest Entity, Primary Beneficiary | Saunders | ||
Current Assets | ||
Cash and cash equivalents | 26 | 18 |
Premiums, commissions and fees receivable, net | 114 | 75 |
Total current assets | 140 | 93 |
Property and equipment, net | 0 | 0 |
Other assets | 0 | 0 |
Total assets | 140 | 93 |
Liabilities | ||
Premiums payable to insurance companies | 0 | 1 |
Producer commissions payable | 11 | 13 |
Accrued expenses and other current liabilities | 0 | 0 |
Total liabilities | $ 11 | $ 14 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total commissions and fees | $ 135,556 | $ 65,843 | $ 408,090 | $ 171,270 |
Direct Bill Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 58,582 | 26,996 | 203,302 | 77,535 |
Agency Bill Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 53,495 | 28,130 | 136,271 | 64,815 |
Profit Sharing Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 8,105 | 3,535 | 26,572 | 11,285 |
Policy Fee and Installment Fee Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 5,146 | 4,051 | 14,414 | 11,086 |
Consulting and Service Fee Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | 5,343 | 720 | 16,349 | 2,228 |
Other Income | ||||
Disaggregation of Revenue [Line Items] | ||||
Commissions and fees | $ 4,885 | $ 2,411 | $ 11,182 | $ 4,321 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | Sep. 30, 2021 |
Revenue from Contract with Customer [Abstract] | |
Capitalized contract cost, amortization period | 5 years |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | $ 140,131 | $ 80,213 |
Contract liabilities | $ 12,558 | $ 11,606 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Revenue recognized related to contract liabilities | $ 11.4 |
Schedule of Deferred Commission
Schedule of Deferred Commission Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of Deferred Commission Expense [Roll Forward] | ||||
Balance at beginning of period | $ 6,036 | $ 4,060 | $ 4,751 | $ 3,621 |
Costs capitalized | 3,966 | 540 | 6,152 | 1,649 |
Amortization | (587) | (344) | (1,488) | (1,014) |
Balance at end of period | $ 9,415 | $ 4,256 | $ 9,415 | $ 4,256 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 719,268 | $ 587,018 |
Accumulated Amortization | (66,545) | (32,698) |
Net Carrying Value | 652,723 | 554,320 |
Purchased customer accounts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 616,144 | 501,512 |
Accumulated Amortization | (43,666) | (18,604) |
Net Carrying Value | 572,478 | 482,908 |
Measurement period adjustments related to certain business acquired | 4,600 | |
Distributor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 37,226 | 32,380 |
Accumulated Amortization | (2,562) | (1,377) |
Net Carrying Value | 34,664 | 31,003 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 39,659 | 30,828 |
Accumulated Amortization | (16,334) | (10,801) |
Net Carrying Value | 23,325 | 20,027 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 18,380 | 14,439 |
Accumulated Amortization | (2,802) | (932) |
Net Carrying Value | 15,578 | 13,507 |
Measurement period adjustments related to certain business acquired | 156 | |
Carrier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 7,859 | 7,859 |
Accumulated Amortization | (1,181) | (984) |
Net Carrying Value | $ 6,678 | $ 6,875 |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization for intangible assets | $ 12,596 | $ 5,185 | $ 33,875 | $ 13,231 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | $ 651,502 |
Goodwill of acquired businesses | 235,529 |
Measurement period adjustments | (1,710) |
Balance at September 30, 2021 | 885,321 |
Decrease in premiums, commissions and fees receivable | 545 |
Decrease in cash consideration | 2,500 |
Property and equipment | |
Goodwill [Roll Forward] | |
Increase in property and equipment, net | 124 |
Accrued expenses and other current liabilities | |
Goodwill [Roll Forward] | |
Increase in accrued expenses and other current liabilities | 93 |
Middle Market | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 526,858 |
Goodwill of acquired businesses | 143,266 |
Measurement period adjustments | (1,710) |
Balance at September 30, 2021 | 668,414 |
Specialty | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 65,319 |
Goodwill of acquired businesses | 88,022 |
Measurement period adjustments | 0 |
Balance at September 30, 2021 | 153,341 |
MainStreet | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 38,892 |
Goodwill of acquired businesses | 0 |
Measurement period adjustments | 0 |
Balance at September 30, 2021 | 38,892 |
Medicare | |
Goodwill [Roll Forward] | |
Goodwill, Beginning Balance | 20,433 |
Goodwill of acquired businesses | 4,241 |
Measurement period adjustments | 0 |
Balance at September 30, 2021 | $ 24,674 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) | Sep. 30, 2021USD ($) | Jun. 02, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Aug. 31, 2021USD ($) | Aug. 06, 2021USD ($) | Aug. 05, 2021USD ($) | May 07, 2021 | May 06, 2021 | Mar. 08, 2021USD ($) | Mar. 04, 2021USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Change in fair value of interest rate caps | $ 1,159,000 | $ 0 | |||||||||||
Interest Rate Cap | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate caps | $ 5,300,000 | $ 5,300,000 | 5,300,000 | ||||||||||
Change in fair value of interest rate caps | 334,000 | 1,200,000 | |||||||||||
Interest Rate Cap, Expiration March 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notional amount | $ 300,000,000 | ||||||||||||
Interest Rate Cap, Expiration March 2024 | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cap interest rate | 1.50% | ||||||||||||
Interest Rate Cap, Expiration March 2022 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notional amount | $ 300,000,000 | ||||||||||||
Interest Rate Cap, Expiration March 2022 | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cap interest rate | 0.75% | ||||||||||||
Interest Rate Cap Member, Expiration March 2026 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notional amount | $ 300,000,000 | ||||||||||||
Interest Rate Cap Member, Expiration March 2026 | London Interbank Offered Rate (LIBOR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Cap interest rate | 2.50% | ||||||||||||
Interest Rate Cap, Expiration August 2028 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notional amount | $ 100,000,000 | ||||||||||||
Cap interest rate | 3.00% | ||||||||||||
JPM Credit Agreement | JPMorgan Chase Bank, N.A. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total first lien net leverage ratio, maximum | 5 | ||||||||||||
Debt service coverage ratio not longer required subsequent to period end | 2.25 | ||||||||||||
JPM Credit Agreement | JPMorgan Chase Bank, N.A. | Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | $ 800,000,000 | ||||||||||||
JPM Credit Agreement | Revolving Credit Facility | Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Outstanding borrowings | $ 120,000,000 | $ 120,000,000 | $ 120,000,000 | ||||||||||
Interest rate | 2.33% | 2.33% | 2.33% | ||||||||||
Unused borrowing capacity | $ 355,000,000 | $ 355,000,000 | $ 355,000,000 | ||||||||||
JPM Credit Agreement | Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | 400,000,000 | $ 400,000,000 | $ 400,000,000 | $ 475,000,000 | $ 400,000,000 | ||||||||
Commitment fee percent | $ 0.0030 | ||||||||||||
JPM Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | JPMorgan Chase Bank, N.A. | Line of Credit | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 3.00% | ||||||||||||
JPM Credit Agreement | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | JPMorgan Chase Bank, N.A. | Line of Credit | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 2.00% | ||||||||||||
JPM Credit Agreement | Secured Debt | JPMorgan Chase Bank, N.A. | Medium-term Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | $ 400,000,000 | ||||||||||||
JPM Credit Agreement | Secured Debt | London Interbank Offered Rate (LIBOR) | JPMorgan Chase Bank, N.A. | Medium-term Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 4.00% | ||||||||||||
Basis spread on variable rate, floor | 0.75% | ||||||||||||
Credit Agreement May 2021 | JPMorgan Chase Bank, N.A. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Total first lien net leverage ratio, maximum | 6 | ||||||||||||
Credit Agreement June 2021 Amendment | Secured Debt | JPMorgan Chase Bank, N.A. | Medium-term Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum borrowing amount | $ 500,000,000 | ||||||||||||
Interest rate during period | 4.00% | ||||||||||||
Credit Agreement June 2021 Amendment | Secured Debt | London Interbank Offered Rate (LIBOR) | JPMorgan Chase Bank, N.A. | Medium-term Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Basis spread on variable rate | 3.50% | ||||||||||||
Basis spread on variable rate, floor | 0.50% |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Notes Payable, Related Parties | $ 61,500 | $ 61,500 | ||
Villages Broker Commissions | ||||
Related Party Transaction [Line Items] | ||||
Related party commissions revenue | 1,000 | $ 339 | 2,300 | $ 1,100 |
Villages Leased Facilities | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 129 | 128 | 390 | 412 |
Other Related Parties Leased Facilities | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 636 | 368 | 1,700 | 1,100 |
Director Broker Commissions | ||||
Related Party Transaction [Line Items] | ||||
Related party commissions revenue | $ 84 | $ 119 | 103 | $ 243 |
Risk Advisor Commission, One | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | 148 | |||
Risk Advisor Commission, Two | ||||
Related Party Transaction [Line Items] | ||||
Related party expense | $ 254 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | May 03, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 3,800 | $ 2,200 | $ 11,900 | $ 5,400 | |
Unvested Restricted Class A Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Fair value of awards that vested in period | $ 5,700 | ||||
Aggregate value of nonvested awards | $ 1,000 | ||||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Aggregate value of nonvested awards | $ 3,100 | ||||
BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Cliff Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Minimum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Ratable Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Maximum | Executive Incentive Compensation Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate value of nonvested awards | $ 8,800 | ||||
Maximum | BRP Group, Inc. Omnibus Incentive and Partnership Inducement Award Plans | Ratable Vesting | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Common Class A | Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards authorized by Plan (in shares) | 3,844,044 | 3,844,044 | |||
Common Class A | BRP Group, Inc. Partnership Inducement Award Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of awards authorized by Plan (in shares) | 1,500,000 | 1,500,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Activity of Non-vested Awards under omnibus Plan (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Outstanding, Number of Shares | 1,906,810 | 826,027 |
Outstanding, Weighted Average Grant Date Fair Value | $ 24.48 | $ 15.92 |
Granted, Number of Shares | 1,395,334 | |
Granted, Weighted Average Grant Date Fair Value | $ 28.82 | |
Vested and Settled, Number of Shares | (265,572) | |
Vested and Settled, Weighted Average Grant Date Fair Value | $ 21.36 | |
Forfeited, Number of Shares | (48,979) | |
Forfeited, Weighted Average Grant Date Fair Value | $ 20.73 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Unvested Restricted Class A Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings (loss) per share (in shares) | 1,801,394 | 783,571 |
Class B Common Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings (loss) per share (in shares) | 52,484,315 | 45,247,711 |
Earnings (Loss) Per Share Sched
Earnings (Loss) Per Share Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic and diluted loss per share: | ||||
Net loss attributable to BRP Group, Inc. | $ (12,833) | $ (3,268) | $ (7,976) | $ (5,388) |
Basic and diluted weighted-average shares of Class A common stock outstanding | 46,446,254 | 33,098,356 | 45,132,217 | 24,371,304 |
Basic and diluted loss per share | $ (0.28) | $ (0.10) | $ (0.18) | $ (0.22) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value by Balance Sheet Grouping (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | $ 5,300 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest rate caps | 5,302 | $ 0 |
Level 2 Assets | 5,302 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Contingent earnout liabilities | 180,945 | 164,819 |
Level 3 Liabilities | $ 180,945 | $ 164,819 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | 9 Months Ended | |
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | |
Reported Value Measurement | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | $ 498.8 | $ 399 |
Estimate of Fair Value Measurement | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | 481.6 | 402 |
Change in fair value of contingent earnout liabilities | 23.2 | |
Maximum estimated exposure to contingent earnout liabilities | 682.6 | |
Unamortized debt discount and issuance costs | 16.4 | $ 13.6 |
Fair Value, Recurring | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Interest rate caps | $ 5.3 | |
Revenue or EBITDA Growth Rate | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.10 | 0.07 |
Revenue or EBITDA Growth Rate | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.24 | 0.20 |
Discount Rate | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.0525 | 0.0500 |
Discount Rate | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent earnout liability input | 0.1850 | 0.1800 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Contingently Returnable Consideration | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | $ 387 | $ 70 | ||
Change in fair value of contingent consideration | (88) | 229 | ||
Balance at end of period | 299 | 299 | ||
Contingent Earnout Liabilities | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at beginning of period | $ 178,252 | 78,535 | $ 164,819 | 48,769 |
Fair value of contingent consideration issuances (2) | 53,102 | 1,424 | 56,143 | 26,612 |
Change in fair value of contingent consideration | 11,341 | 6,367 | 23,163 | 12,926 |
Settlement of contingent consideration (3) | (61,750) | (938) | (63,180) | (2,919) |
Balance at end of period | 180,945 | $ 85,388 | 180,945 | $ 85,388 |
Measurement period adjustment | (4,700) | |||
Issuances from business combinations | 60,900 | |||
Settlement of liability through note issuance | $ 61,500 | $ 61,500 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 4 |
Segment Reporting - Summarized
Segment Reporting - Summarized Financial Information by Operating Group (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Commissions and fees | $ 135,556 | $ 65,843 | $ 408,090 | $ 171,270 | |
Net income (loss) | (24,222) | (7,615) | (13,712) | (10,767) | |
Total assets | 2,233,109 | 2,233,109 | $ 1,529,914 | ||
Middle Market | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | 80,087 | 26,561 | 266,751 | 69,311 | |
Net income (loss) | (7,154) | 1,175 | 28,601 | 11,789 | |
Total assets | 1,495,044 | 1,495,044 | 1,194,185 | ||
Middle Market | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (604) | (1,100) | |||
Specialty | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | 41,986 | 27,486 | 97,173 | 64,358 | |
Net income (loss) | 962 | (1,278) | 4,435 | (6,190) | |
Total assets | 328,005 | 328,005 | 188,360 | ||
Specialty | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (41) | (41) | |||
MainStreet | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | 8,760 | 7,905 | 25,558 | 23,917 | |
Net income (loss) | 1,233 | 1,197 | 3,505 | 3,397 | |
Total assets | 60,896 | 60,896 | 58,957 | ||
MainStreet | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (121) | (212) | |||
Medicare | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | 5,665 | 4,101 | 20,269 | 13,894 | |
Net income (loss) | 61 | 214 | 2,811 | 2,661 | |
Total assets | 56,609 | 56,609 | 43,675 | ||
Medicare | Intersegment Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (176) | (336) | |||
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Commissions and fees | (942) | (210) | (1,661) | (210) | |
Net income (loss) | (19,324) | $ (8,923) | (53,064) | $ (22,424) | |
Total assets | $ 292,555 | $ 292,555 | $ 44,737 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | Oct. 01, 2021USD ($)shares |
Jacobson, Goldfarb & Scott, Inc. | |
Subsequent Event [Line Items] | |
Cash consideration transferred | $ | $ 157.2 |
Jacobson, Goldfarb & Scott, Inc. | LLC Units | |
Subsequent Event [Line Items] | |
Number of shares issued | 1,821,625 |
Jacobson, Goldfarb & Scott, Inc. | Common Class B | |
Subsequent Event [Line Items] | |
Number of shares issued | 1,821,625 |
White Hill Plaza, Inc. | |
Subsequent Event [Line Items] | |
Cash consideration transferred | $ | $ 79.9 |
White Hill Plaza, Inc. | LLC Units | |
Subsequent Event [Line Items] | |
Number of shares issued | 1,018,874 |
White Hill Plaza, Inc. | Common Class B | |
Subsequent Event [Line Items] | |
Number of shares issued | 1,018,874 |