_____________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q
______________________________
(Mark One)
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the quarterly period ended June 30, 2020
or
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 | |
For the transition period from ________ to _________
Commission File Number: 001-39095
______________________________
(Exact name of registrant as specified in its charter)
______________________________
 | ||||||
(State or other jurisdiction of | (I.R.S. Employer | |||||
incorporation or organization) | Identification No.) | |||||
(Address of principal executive offices) (Zip code)
(866 ) 279-0698
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
______________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
☒ | Smaller reporting company | |||
Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of outstanding shares of the registrant’s Class A common stock, $0.01 par value, as of August 7, 2020 was approximately 33,946,172 .
BRP GROUP, INC.
INDEX
Page | ||||
Note Regarding Forward-Looking Statements
We have made statements in this report, including matters discussed under Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Part II, Item 1. Legal Proceedings, Part II, Item 1A. Risk Factors and in other sections of this report, that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under Part II, Item 1A. You should specifically consider the numerous risks outlined under Risk Factors in our Annual Report on Form 10-K filed with the SEC on March 24, 2020 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2020 filed with the SEC on May 13, 2020.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations.
Commonly Used Defined Terms
The following terms have the following meanings throughout this Quarterly Report on Form 10-Q unless the context indicates or requires otherwise:
AgencyRM | AgencyRM LLC, a Medicare Partner effective February 1, 2020 |
Book of Business | Insurance policies bound by us on behalf of our Clients |
Clients | Our insureds |
Colleagues | Our employees |
Exchange Act | Securities Exchange Act of 1934, as amended |
Highland | Highland Risk Services, LLC, a Specialty Partner effective January 1, 2020 |
Insurance Company Partners | Insurance companies with which we have a contractual relationship |
IRP | Insurance Risk Partners, LLC, a Middle Market Partner effective April 1, 2020 |
JPMorgan Credit Agreement | Fourth amended and restated credit agreement between Baldwin Risk Partners, LLC, as borrower, JPMorgan Chase Bank, N.A., as agent and lender, and the several banks and other financial institutions as lenders entered into on December 19, 2019, pursuant to an amendment and restatement agreement between Baldwin Risk Partners, LLC, as borrower, Cadence Bank, N.A., as existing agent and lender, JPMorgan Chase Bank, N.A., as successor agent and lender, and the several banks and other financial institutions as lenders entered into on December 19, 2019, as amended by the Incremental Facility Amendment No. 1 entered into on March 12, 2020, the Amendment No. 2 to Credit Agreement entered into on April 6, 2020 and the Incremental Facility Amendment No. 3 entered into June 18, 2020 |
Lanier | Lanier Upshaw, Inc., a Middle Market Partner effective January 1, 2020 |
MGA | Managing General Agent |
Operating Groups | Our reportable segments |
Partners | Companies that we have acquired, or in the case of asset acquisitions, the producers |
Partnerships | Strategic acquisitions made by the Company |
Pendulum | Pendulum, LLC, a Specialty Partner effective May 1, 2020 |
Pre-IPO LLC Members | Owners of LLC Units of Baldwin Risk Partners, LLC prior to our initial public offering |
Risk Advisors | Our producers |
Rosenthal | Rosenthal Bros., Inc., a Middle Market Partner effective June 1, 2020 |
SEC | U.S. Securities and Exchange Commission |
Securities Act | Securities Act of 1933, as amended |
SPG | Southern Protective Group, LLC, a Middle Market Partner effective May 1, 2020, |
TBA/RBA | Trinity Benefit Advisors, Inc./Russ Blakely & Associates, LLC, a Middle Market Partner effective June 1, 2020 |
Tax Receivable Agreement | Tax Receivable Agreement between BRP Group, Inc. and the holders of LLC Units in Baldwin Risk Partners, LLC entered into on October 28, 2019 |
VibrantUSA | VibrantUSA Inc., a Medicare Partner effective date of February 1, 2020 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BRP GROUP, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share and per share data) | June 30, 2020 | December 31, 2019 | ||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Restricted cash | ||||||||
Premiums, commissions and fees receivable, net | ||||||||
Prepaid expenses and other current assets | ||||||||
Due from related parties | ||||||||
Total current assets | ||||||||
Property and equipment, net | ||||||||
Other assets | ||||||||
Intangible assets, net | ||||||||
Goodwill | ||||||||
Total assets | $ | $ | ||||||
Liabilities, Mezzanine Equity and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Premiums payable to insurance companies | $ | $ | ||||||
Producer commissions payable | ||||||||
Accrued expenses and other current liabilities | ||||||||
Current portion of contingent earnout liabilities | ||||||||
Total current liabilities | ||||||||
Revolving lines of credit | ||||||||
Contingent earnout liabilities, less current portion | ||||||||
Other liabilities | ||||||||
Total liabilities | ||||||||
Commitments and contingencies (Note 14) | ||||||||
Mezzanine equity: | ||||||||
Redeemable noncontrolling interest | ||||||||
Stockholders’ equity: | ||||||||
Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 33,302,477 and 19,362,984 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | ||||||||
Class B common stock, par value $0.0001 per share, 50,000,000 shares authorized; 45,458,763 and 43,257,738 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | ||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Notes receivable from stockholders | ( | ) | ( | ) | ||||
Total stockholders’ equity attributable to BRP Group, Inc. | ||||||||
Noncontrolling interest | ||||||||
Total stockholders’ equity | ||||||||
Total liabilities, mezzanine equity and stockholders’ equity | $ | $ | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
5
BRP GROUP, INC.
Condensed Consolidated Balance Sheets (Continued)
(Unaudited)
The following table presents the assets and liabilities of the Company’s consolidated variable interest entities, which are included on the condensed consolidated balance sheets above. The assets in the table below include those assets that can only be used to settle obligations of the consolidated variable interest entities.
(in thousands) | June 30, 2020 | December 31, 2019 | ||||||
Assets of Consolidated Variable Interest Entities That Can Only be Used to Settle the Obligations of Consolidated Variable Interest Entities: | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Premiums, commissions and fees receivable, net | ||||||||
Total current assets | ||||||||
Property and equipment, net | ||||||||
Other assets | ||||||||
Total assets | $ | $ | ||||||
Liabilities of Consolidated Variable Interest Entities for Which Creditors Do Not Have Recourse to the Company: | ||||||||
Premiums payable to insurance companies | $ | $ | ||||||
Producer commissions payable | ||||||||
Accrued expenses and other current liabilities | ||||||||
Total liabilities | $ | $ | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
6
BRP GROUP, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
(in thousands, except share and per share data) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Revenues: | ||||||||||||||||
Commissions and fees | $ | $ | $ | $ | ||||||||||||
Operating expenses: | ||||||||||||||||
Commissions, employee compensation and benefits | ||||||||||||||||
Other operating expenses | ||||||||||||||||
Amortization expense | ||||||||||||||||
Change in fair value of contingent consideration | ( | ) | ( | ) | ||||||||||||
Depreciation expense | ||||||||||||||||
Total operating expenses | ||||||||||||||||
Operating income (loss) | ( | ) | ( | ) | ||||||||||||
Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
Income tax provision | ||||||||||||||||
Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
Less: net income (loss) attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ||||||||||
Net loss attributable to BRP Group, Inc. | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Comprehensive income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
Comprehensive income (loss) attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ||||||||||
Comprehensive loss attributable to BRP Group, Inc. | ( | ) | ( | ) | ||||||||||||
Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | ||||||||||
Basic and diluted weighted-average shares of Class A common stock outstanding | ||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
7
BRP GROUP, INC.
Condensed Consolidated Statements of Stockholders’/Members’ Equity (Deficit) and Mezzanine Equity
(Unaudited)
For the Three Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity | Mezzanine Equity | |||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||
(in thousands, except share data) | Shares | Amount | Shares | Amount | APIC | Accumulated Deficit | Notes Receivable from Stockholders | Non-controlling Interest | Total | Redeemable Non-controlling Interest | ||||||||||||||||||||||||||||
Balance at March 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs | ( | ) | — | — | — | ( | ) | — | ||||||||||||||||||||||||||||||
Equity issued in business combinations | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
Share-based compensation, net of forfeitures | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Redemptions and repurchases of common stock | — | ( | ) | — | ( | ) | — | — | ( | ) | ( | ) | — | |||||||||||||||||||||||||
Repayment of stockholder notes receivable | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Balance at June 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||
For the Six Months Ended June 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity | Mezzanine Equity | |||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | |||||||||||||||||||||||||||||||||||||
(in thousands, except share data) | Shares | Amount | Shares | Amount | APIC | Accumulated Deficit | Notes Receivable from Stockholders | Non-controlling Interest | Total | Redeemable Non-controlling Interest | ||||||||||||||||||||||||||||
Balance at December 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | ( | ) | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
Issuance of Class A common stock in offering, net of underwriting discounts and offering costs | ( | ) | — | — | — | ( | ) | — | ||||||||||||||||||||||||||||||
Equity issued in business combinations | — | — | — | — | ||||||||||||||||||||||||||||||||||
Share-based compensation, net of forfeitures | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Redemptions and repurchases of common stock | — | ( | ) | — | ( | ) | — | — | ( | ) | ( | ) | — | |||||||||||||||||||||||||
Repayment of stockholder notes receivable | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Contributions | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Balance at June 30, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
8
BRP GROUP, INC.
Condensed Consolidated Statements of Stockholders’/Members’ Equity (Deficit) and Mezzanine Equity (Continued)
(Unaudited)
For the Three Months Ended June 30, 2019 | ||||||||||||||||||||||||
Members’ Equity (Deficit) | Mezzanine Equity | |||||||||||||||||||||||
(in thousands) | Members’ Deficit | Notes Receivable from Members | Noncontrolling Interest | Total | Redeemable Noncontrolling Interest | Redeemable Members’ Capital | ||||||||||||||||||
Balance at March 31, 2019 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||
Net income (loss) | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||
Contributions | — | — | — | — | — | |||||||||||||||||||
Repayment of member notes receivable | — | — | — | — | ||||||||||||||||||||
Issuance and vesting of Management Incentive Units | — | — | — | — | ||||||||||||||||||||
Issuance of common units | — | — | — | — | ||||||||||||||||||||
Equity issued in business combinations | — | — | — | — | — | |||||||||||||||||||
Change in the redemption value of redeemable interests | ( | ) | — | — | ( | ) | ( | ) | ||||||||||||||||
Distributions | ( | ) | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
Balance at June 30, 2019 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||
For the Six Months Ended June 30, 2019 | ||||||||||||||||||||||||
Members’ Equity (Deficit) | Mezzanine Equity | |||||||||||||||||||||||
(in thousands) | Members’ Deficit | Notes Receivable from Members | Noncontrolling Interest | Total | Redeemable Noncontrolling Interest | Redeemable Members’ Capital | ||||||||||||||||||
Balance at December 31, 2018 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||
Net income | — | |||||||||||||||||||||||
Contributions | — | — | — | — | — | |||||||||||||||||||
Contributions through issuance of member notes receivable | — | ( | ) | ( | ) | — | ||||||||||||||||||
Repayment of member notes receivable | — | — | — | — | ||||||||||||||||||||
Issuance and vesting of Management Incentive Units | — | — | — | — | ||||||||||||||||||||
Issuance of common units | — | — | ||||||||||||||||||||||
Repurchase of common units | — | — | — | — | — | ( | ) | |||||||||||||||||
Repurchase redemption value adjustments | — | — | — | — | — | ( | ) | |||||||||||||||||
Equity issued in business combinations | — | — | — | |||||||||||||||||||||
Change in the redemption value of redeemable interests | ( | ) | — | — | ( | ) | ( | ) | ||||||||||||||||
Distributions | ( | ) | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
Balance at June 30, 2019 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
9
BRP GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended June 30, | ||||||||
(in thousands) | 2020 | 2019 | ||||||
Cash flows from operating activities: | ||||||||
Net income (loss) | $ | ( | ) | $ | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
Depreciation and amortization | ||||||||
Change in fair value of contingent consideration | ( | ) | ||||||
Share-based compensation expense | ||||||||
Payment of contingent earnout consideration in excess of purchase price accrual | ( | ) | ||||||
Amortization of deferred financing costs | ||||||||
Loss on extinguishment of debt | ||||||||
Issuance and vesting of Management Incentive Units | ||||||||
Participation unit compensation | ||||||||
Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||||
Premiums, commissions and fees receivable, net | ( | ) | ||||||
Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
Due from related parties | ( | ) | ||||||
Accounts payable, accrued expenses and other current liabilities | ( | ) | ||||||
Other liabilities | ||||||||
Net cash provided by operating activities | ||||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | ( | ) | ( | ) | ||||
Investment in business venture | ( | ) | ||||||
Cash consideration paid for asset acquisitions, net of cash received | ( | ) | ( | ) | ||||
Cash consideration paid for business combinations, net of cash received | ( | ) | ( | ) | ||||
Net cash used in investing activities | ( | ) | ( | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from issuance of Class A common stock, net of underwriting discounts | ||||||||
Repurchase/redemption of LLC Units and Class B common stock | ( | ) | ||||||
Payment of common stock offering costs | ( | ) | ||||||
Payment of contingent and guaranteed earnout consideration | ( | ) | ( | ) | ||||
Proceeds from revolving line of credit | ||||||||
Proceeds from related party debt | ||||||||
Payments on long-term debt | ( | ) | ||||||
Payments of debt issuance costs and debt extinguishment costs | ( | ) | ( | ) | ||||
Proceeds from repayment of stockholder/member notes receivable | ||||||||
Repurchase of common units | ( | ) | ||||||
Distributions | ( | ) | ||||||
Other | ||||||||
Net cash provided by financing activities | ||||||||
Net increase in cash and cash equivalents and restricted cash | ||||||||
Cash and cash equivalents and restricted cash at beginning of period | ||||||||
Cash and cash equivalents and restricted cash at end of period | $ | $ | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
10
BRP GROUP, INC. | ||||||||
Condensed Consolidated Statements of Cash Flows (Continued) | ||||||||
(Unaudited) | ||||||||
For the Six Months Ended June 30, | ||||||||
(in thousands) | 2020 | 2019 | ||||||
Supplemental schedule of cash flow information: | ||||||||
Cash paid during the period for interest | $ | $ | ||||||
Disclosure of non-cash investing and financing activities: | ||||||||
Equity issued in business combinations | ||||||||
Contingent earnout consideration issuances | ||||||||
Change in the redemption value of redeemable interests | ||||||||
Capitalization of issuance to redeemable common member | ||||||||
Debt issuance costs added to revolving line of credit | ||||||||
Transfer of long-term debt to revolving line of credit | ||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
11
BRP GROUP, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Business and Basis of Presentation
BRP Group, Inc. (“BRP Group” or the “Company”) was incorporated in the state of Delaware on July 1, 2019 . BRP Group was formed for the purpose of completing an initial public offering of its common stock and related transactions in order to carry on the business of Baldwin Risk Partners, LLC (“BRP”) as a publicly-traded entity. On October 28, 2019, BRP Group completed an initial public offering of its Class A common stock (the “Initial Public Offering”) and became the sole managing member of BRP. The consolidated financial statements of BRP Group have been presented as a combination of the financial results of BRP Group and BRP as of the earliest period presented as discussed further under Principles of Consolidation below.
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 reportable segments (“Operating Groups”), including Middle Market, Specialty, MainStreet, and Medicare, which are discussed in more detail in Note 15.
Public Offering
On June 29, 2020, the Company completed a public offering of 13,225,000 shares of its Class A common stock, including 1,725,000 shares sold pursuant to the underwriters’ over-allotment option. The shares were sold at an offering price of $13.25 per share for net proceeds of $166.6 million after deducting underwriting discounts and commissions of $7.9 million and offering expenses of $769,000 .
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 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 began consolidating BRP in its consolidated financial statements as of the closing date of the Initial Public Offering, resulting in a noncontrolling interest related to the LLC Units held by BRP’s LLC members (the “LLC Units”) on its consolidated financial statements.
BRP and BRP Group have been under the common control of the Company’s Chairman, Lowry Baldwin, before and after the reorganization transactions undertaken in connection with the Initial Public Offering (the “Reorganization Transactions”). Prior to the Reorganization Transactions, Mr. Baldwin held a controlling interest in Baldwin Investment Group Holdings, LLC (“BIGH”), which was the controlling owner of BRP through its majority ownership of BRP’s common units. In addition, Mr. Baldwin was the sole shareholder of BRP Group. Upon reorganization, BRP Group became the sole managing member of BRP. Holders of the Class B common stock hold a majority of the voting power of BRP Group and stockholders of the then majority of the Class B common stock, including BIGH, executed a Voting Agreement in which they agreed to vote in the same manner as Mr. Baldwin. As a result, Mr. Baldwin continued to control BRP Group subsequent to the Initial Public Offering and Reorganization Transactions. Accordingly, we have accounted for the Reorganization Transactions as a transaction between entities under common control in accordance with Accounting Standards Codification (“ASC”) Topic 805-50, Business Combinations - Related Issues, under which the financial information of BRP Group has been combined with that of BRP as of the earliest period presented.
The Company has prepared these consolidated financial statements in accordance with 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.
12
Noncontrolling Interest
Noncontrolling interests are reported at historical cost basis adjusted for cumulative earnings or loss allocations and classified as a component of stockholders’ equity on the condensed consolidated balance sheets. Noncontrolling interest as presented as of June 30, 2020 and December 31, 2019 and for the six months ended June 30, 2020 and 2019 consists of the noncontrolling interest holdings of BRP Group subsequent to the Company’s reorganization in connection with the Initial Public Offering. The controlling interest holdings of BRP for the period from January 1, 2019 through June 30, 2019 have been reclassified to noncontrolling interest holdings of BRP Group for presentation of activity for the three and six months ended June 30, 2019.
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, 2019 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, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020.
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, business combinations and purchase price allocation, impairment of long-lived assets including goodwill, and valuation of the Tax Receivable Agreement liability and share-based compensation.
Changes in Presentation
Certain prior year amounts have been reclassified to conform to current year presentation.
Recent Accounting Pronouncements
As an emerging growth company, the Jumpstart Our Business Startups (“JOBS”) Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has 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 has elected the extended transition period for the adoption of the Accounting Standards Updates (“ASUs”) below, except those where early adoption was both permitted and elected.
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 Accounting Standards Codification (“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 is effective for the fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the full effect that the adoption of this standard will have on its consolidated financial statements.
13
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Statements (“ASU 2016-13”), which amends the guidance for recognizing credit losses on financial instruments measured at amortized cost. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The FASB has subsequently issued several additional ASUs related to credit losses, which improved upon, provided interpretation of and transition relief for, the guidance issued in ASU 2016-13 and extended the adoption date for nonpublic business entities. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the full effect that the adoption of this standard will have on its consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) (“Topic 820”): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This update modifies the disclosure requirements related to fair value measurement by removing certain disclosure requirements related to the fair value hierarchy. This update also modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements, such as disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The Company adopted the guidance in ASU 2018-13 effective January 1, 2020, which impacted the presentation of the fair value measurements disclosure in Note 13 but did not otherwise impact the Company’s consolidated financial statements.
2. Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies from those that were disclosed for the year ended December 31, 2019 in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2020, except as noted below.
Self-Insurance Reserve
The Company converted to a self-insured health insurance plan beginning in March 2020 for which it carries an insurance program with specific retention levels or high per-claim deductibles for expected losses. The Company records a liability for all unresolved claims and for an estimate of incurred but not reported ("IBNR") claims at the anticipated cost that falls below its specified retention levels or per-claim deductible amounts. In establishing reserves, the Company considers actuarial assumptions and judgments regarding economic conditions and the frequency and severity of claims. The Company had an IBNR reserve of $458,000 at June 30, 2020, which is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.
Concentrations of Credit Risk
3. Business Combinations
The Company completed nine business combinations for an aggregate purchase price of $309.4 million during the six months ended June 30, 2020. 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 certain of the foregoing business combinations includes an estimation of the fair value of contingent consideration obligations associated with potential earnout provisions, which are generally based on recurring commissions and fees 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 income (loss) when incurred.
The recorded purchase price for certain business combinations also includes an estimation of the fair value of noncontrolling interests, which are calculated based on a valuation of the entity with the relevant percentage applied.
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The Company completed the following nine business combinations during the six months ended June 30, 2020:
• | Lanier, a Middle Market Partner effective |
• | Highland, a Specialty Partner effective |
• | AgencyRM, a Medicare Partner effective |
• | VibrantUSA, a Medicare Partner effective |
• | IRP, a Middle Market Partner effective |
• | Southern Protective Group, a Middle Market Partner effective |
• | Pendulum, a Specialty Partner effective |
• | Rosenthal, a Middle Market Partner effective |
• | TBA/RBA, a Middle Market Partner effective |
The operating results of these business combinations have been included in the condensed consolidated statements of comprehensive income (loss) since their respective acquisition dates. The Company recognized total revenues and net income from these business combinations of $17.7 million and $2.2 million, respectively, for the six months ended June 30, 2020.
Acquisition-related costs incurred in connection with these business combinations are recorded in other operating expenses in the condensed consolidated statements of comprehensive income (loss). The Company incurred acquisition-related costs from these business combinations of $1.4 million for the six months ended June 30, 2020.
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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 six months ended June 30, 2020. The "All Others" column includes amounts for the AgencyRM, VibrantUSA, Southern Protective Group and Pendulum business combinations.
(in thousands) | Lanier | Highland | IRP | Rosenthal | TBA/RBA | All Others | Totals | ||||||||||||||||||||
Cash consideration paid | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Fair value of contingent earnout consideration | |||||||||||||||||||||||||||
Fair value of equity interest | |||||||||||||||||||||||||||
Deferred payment | — | — | — | — | — | ||||||||||||||||||||||
Total consideration | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Cash | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Premiums, commissions and fees receivable | |||||||||||||||||||||||||||
Property and equipment | |||||||||||||||||||||||||||
Other assets | |||||||||||||||||||||||||||
Intangible assets | — | ||||||||||||||||||||||||||
Purchased customer accounts | |||||||||||||||||||||||||||
Distributor relationships | |||||||||||||||||||||||||||
Carrier relationships | |||||||||||||||||||||||||||
Software | |||||||||||||||||||||||||||
Trade names | |||||||||||||||||||||||||||
Goodwill | |||||||||||||||||||||||||||
Total assets acquired | |||||||||||||||||||||||||||
Premiums and producer commissions payable | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
Accrued expenses and other current liabilities | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
Total liabilities acquired | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||
Net assets acquired | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Maximum potential contingent earnout consideration (1) | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
__________
(1) | IRP has an uncapped earnout. The maximum potential earnout consideration represented has been calculated assuming |
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 condensed consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Any measurement period adjustments related to prior period business combinations are reflected as current period adjustments in accordance with Topic 805. The Company did not have any measurement period adjustments during the six months ended June 30, 2020.
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 that are expected to be realized from acquiring the Partners’ assembled workforce in addition to other synergies gained from integrating the Partners’ operations into our consolidated structure.
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The intangible assets acquired in connection with business combinations during the six months ended June 30, 2020 have the following estimated weighted-average lives:
Weighted-Average Life | |
Purchased customer accounts | |
Distributor relationships | |
Carrier relationships | |
Software | |
Trade names | |
Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the six months ended June 30, 2020 is as follows:
(in thousands) | Amount | |||
For the remainder of 2020 | $ | |||
2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Lanier, Highland, AgencyRM, VibrantUSA, IRP, Southern Protective Group, Pendulum, Rosenthal and TBA/RBA occurred on January 1, 2019. 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 Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
(in thousands, except per share data) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Pro forma results: | ||||||||||||||||
Revenues | $ | $ | $ | $ | ||||||||||||
Net income (loss) | ( | ) | ( | ) | ||||||||||||
Net income (loss) attributable to BRP Group, Inc. | ( | ) | ||||||||||||||
Basic earnings (loss) per share | $ | ( | ) | $ | ||||||||||||
Diluted earnings (loss) per share | $ | ( | ) | $ | ||||||||||||
Weighted-average shares of Class A common stock outstanding - basic | ||||||||||||||||
Weighted-average shares of Class A common stock outstanding - diluted | ||||||||||||||||
4. 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.
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The Company determined that it is the primary beneficiary of its VIEs, which, at June 30, 2019, included The Villages Insurance Partners, LLC (“TVIP”) and the Company’s joint ventures, BKS-IPEO JV Partners, LLC (“iPEO”), Laureate Insurance Partners, LLC (“Laureate”), BKS Smith, LLC (“Smith”), BKS MS, LLC (“Saunders”) and BKS Partners Galati Marine Solutions, LLC (“Galati”). In connection with the Reorganization Transactions and Initial Public Offering in October 2019, the Company acquired the equity interests of TVIP and iPEO, which became wholly-owned subsidiaries of BRP and, accordingly, are no longer VIEs of the Company at June 30, 2020 and December 31, 2019. 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 income (loss) were $165,000 and $150,000 , respectively, for the three months ended June 30, 2020 and $3.1 million and $1.9 million, respectively, for the three months ended June 30, 2019. Total revenues and expenses of the Company’s consolidated VIEs included in the condensed consolidated statements of comprehensive income (loss) were $403,000 and $339,000 , respectively, for the six months ended June 30, 2020 and $7.8 million and $4.7 million, respectively, for the six months ended June 30, 2019. The revenues and expenses of TVIP and iPEO are included in the revenues and expenses of the Company’s consolidated VIEs for the three and six months ended June 30, 2019.
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 June 30, 2020 | ||||||||||||||||
(in thousands) | Laureate | Smith | Saunders | Total | ||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
Premiums, commissions and fees receivable, net | ||||||||||||||||
Total current assets | ||||||||||||||||
Property and equipment, net | ||||||||||||||||
Other assets | ||||||||||||||||
Total assets | $ | $ | $ | $ | ||||||||||||
Liabilities | ||||||||||||||||
Premiums payable to insurance companies | $ | $ | $ | $ | ||||||||||||
Producer commissions payable | ||||||||||||||||
Accrued expenses and other current liabilities | ||||||||||||||||
Total liabilities | $ | $ | $ | $ | ||||||||||||
At December 31, 2019 | ||||||||||||||||
(in thousands) | Laureate | Smith | Saunders | Total | ||||||||||||
Assets | ||||||||||||||||
Cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
Premiums, commissions and fees receivable, net | ||||||||||||||||
Total current assets | ||||||||||||||||
Property and equipment, net | ||||||||||||||||
Other assets | ||||||||||||||||
Total assets | $ | $ | $ | $ | ||||||||||||
Liabilities | ||||||||||||||||
Premiums payable to insurance companies | $ | $ | $ | $ | ||||||||||||
Producer commissions payable | ||||||||||||||||
Accrued expenses and other current liabilities | ||||||||||||||||
Total liabilities | $ | $ | $ | $ | ||||||||||||
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5. Revenue
The following table provides disaggregated commissions and fees revenue by major source:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
(in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Direct bill revenue (1) | $ | $ | $ | $ | ||||||||||||
Agency bill revenue (2) | ||||||||||||||||
Profit-sharing revenue (3) | ||||||||||||||||
Policy fee and installment fee revenue (4) | ||||||||||||||||
Consulting and service fee revenue (5) | ||||||||||||||||
Other income (6) | ||||||||||||||||
Total commissions and fees | $ | $ | $ | $ | ||||||||||||
__________
(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. |
The application of ASC Topic 606, Revenue from Contracts with Customers (“Topic 606”), requires the use of management judgment. The following are the areas of most significant judgment as it relates to Topic 606:
• | The Company considers the policyholders as representative of its customers in the majority of contractual relationships, with the exception of contracts in its Medicare operating segment, where the Insurance Company Partner is considered its customer. |
• | Contracts in the Medicare operating segment are multi-year arrangements in which the Company is entitled to renewal commissions. However, the Company has applied a constraint to renewal commission that limits revenue recognized on new policies to the policy year in effect, and revenue recognized on renewed policies to the receipt of periodic cash, when a risk of significant reversals exists based on: (i) insufficient history; and (ii) the influence of external factors outside of the Company’s control, including policyholder discretion over plans and Insurance Company Partner relationship, political influence, and a contractual provision, which limits the Company’s right to receive renewal commissions to ongoing compliance and regulatory approval of the relevant Insurance Company Partner and compliance with the Centers for Medicare and Medicaid Services. |
• | The Company recognizes separately contracted commissions revenue at the effective date of insurance placement and considers any ongoing interaction with the customer to be immaterial in the context of the contract. |
• | Variable consideration includes estimates of direct bill commissions, a reserve for policy cancellations and an estimate of profit-sharing revenue. |
• | Costs to obtain a contract are deferred and recognized over |
• | Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred. |
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6. 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) | June 30, 2020 | December 31, 2019 | ||||||
Contract assets | $ | $ | ||||||
Contract liabilities | ||||||||
During the six months ended June 30, 2020, the Company recognized revenue of $4.5 million related to the contract liabilities balance at December 31, 2019.
7. 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. Deferred commission expense represents employee commissions that are capitalized and not yet expensed. The table below provides a rollforward of deferred commission expense for each of the three and six months ended June 30, 2020 and 2019:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
(in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Balance at beginning of period | $ | $ | $ | $ | ||||||||||||
Costs capitalized | ||||||||||||||||
Amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Balance at end of period | $ | $ | $ | $ | ||||||||||||
8. 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 six months ended June 30, 2020. Intangible assets consist of the following:
June 30, 2020 | December 31, 2019 | |||||||||||||||||||||||
(in thousands) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||
Purchased customer accounts | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
Software | ( | ) | ( | ) | ||||||||||||||||||||
Distributor relationships | ( | ) | ( | ) | ||||||||||||||||||||
Carrier relationships | ( | ) | ( | ) | ||||||||||||||||||||
Trade names | ( | ) | ( | ) | ||||||||||||||||||||
Totals | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
Amortization expense recorded for intangible assets was $4.5 million and $2.8 million for the three months ended June 30, 2020 and 2019, respectively, and $8.0 million and $3.7 million for the six months ended June 30, 2020 and 2019, respectively.
20
Refer to Note 3 for a summary of goodwill recorded in connection with business combinations during the six months ended June 30, 2020. 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, 2019 | $ | $ | $ | $ | $ | |||||||||||||||
Goodwill of acquired businesses | ||||||||||||||||||||
Balance at June 30, 2020 | $ | $ | $ | $ | $ | |||||||||||||||
9. Long-Term Debt
The Company has a syndicated credit agreement with JPMorgan as successor agent and lead arranger (the “JPMorgan Credit Agreement”), which has a maturity date of September 23, 2024 . At December 31, 2019, the JPMorgan Credit Agreement provided for an aggregate borrowing capacity of $225.0 million under a revolving credit commitment (the “Revolving Credit Commitment”), of which no more than $65.0 million of the aggregate borrowing capacity is available for working capital purposes and the entirety of which is available to fund acquisitions.
On March 12, 2020, the Company entered into the Incremental Facility Amendment No. 1 to the JP Morgan Credit Agreement to increase the aggregate borrowing capacity to $300.0 million. The Company capitalized debt issuance costs related to the amendment of $230,000 during the six months ended June 30, 2020.
On June 18, 2020, the Company executed the Incremental Facility Amendment No. 3 to the JPMorgan Credit Agreement, which (i) increased the aggregate borrowing capacity to $400.0 million and (ii) added a new lender to the syndicate. All other terms of the JPMorgan Credit Agreement remain unchanged. The Company capitalized debt issuance costs related to the amendment of $1.7 million during the six months ended June 30, 2020.
At June 30, 2020 and December 31, 2019, the variable rate in effect for the JPMorgan Credit Agreement was the London Interbank Offered Rate due to a repricing option. The applicable interest rate on the Revolving Credit Commitment was 2.19 % and 3.81 % at June 30, 2020 and December 31, 2019, respectively.
The JPMorgan 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 June 30, 2020.
10. Related Party Transactions
Commission Revenue
The Company serves as a broker for Holding Company of the Villages, Inc. (“Villages”), a related party entity. Commission revenue recorded as a result of these transactions was $452,000 and $133,000 for the three months ended June 30, 2020 and 2019, respectively, and $721,000 and $443,000 for the six months ended June 30, 2020 and 2019, 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 $2,000 and $4,000 for the three months ended June 30, 2020 and 2019, respectively, and $124,000 and $118,000 for the six months ended June 30, 2020 and 2019, respectively.
Rent Expense
The Company has various agreements to lease office space from wholly-owned subsidiaries of Villages. Total rent expense incurred with respect to Villages and its wholly-owned subsidiaries was $151,000 and $125,000 for the three months ended June 30, 2020 and 2019, respectively, and $284,000 and $249,000 for the six months ended June 30, 2020 and 2019, respectively.
The Company has various agreements to lease office space from other related parties. Total rent expense incurred with respect to related parties other than Villages was $516,000 and $149,000 for the three months ended June 30, 2020 and 2019, respectively, and $764,000 and $298,000 for the six months ended June 30, 2020 and 2019, respectively.
21
LLC Unit Redemptions
11. Share-Based Compensation
The Company has an Omnibus Incentive Plan (the “Omnibus Plan”) to motivate and reward employees (“Colleagues”) and other individuals 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 provides for the Company to make awards of 1,948,414 shares of Class A common stock at June 30, 2020. During the six months ended June 30, 2020, the Company granted restricted stock under the Omnibus Plan to its non-employee directors, executives and Colleagues, including those executives and Colleagues who onboarded in connection with our Partnerships. Shares of restricted stock issued to directors and executives during the six months ended June 30, 2020 generally vested immediately upon issuance while shares issued to Colleagues generally cliff vest after 3 to 5 years.
The following table summarizes the activity for non-vested awards granted by the Company under the Omnibus Plan:
Shares | Weighted-Average Grant-Date Fair Value Per Share | Weighted-Average Contractual Term (in years) | Aggregate Intrinsic Value (in thousands) | ||||||||||
Outstanding at December 31, 2019 | $ | $ | |||||||||||
Granted | |||||||||||||
Vested and settled | ( | ) | |||||||||||
Forfeited | ( | ) | |||||||||||
Outstanding at June 30, 2020 | $ | $ | |||||||||||
The Company recognizes share-based compensation expense for the Omnibus Plan net of actual forfeitures. The Company recorded share-based compensation expense of $600,000 and $1.2 million in connection with the Omnibus Plan and Management Incentive Units Plan for the three and six months ended June 30, 2020, respectively, which is included in commissions, employee compensation and benefits expense in the condensed consolidated statements of comprehensive income (loss).
12. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income 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 Class B common stock.
The shares of Class B common stock do not share in the earnings or losses attributable to BRP Group, and therefore, are not participating securities. Accordingly, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been included. The 45,458,763 shares of Class B common stock have been excluded in computing diluted net earnings per share because including them on an “if-converted” basis would have an anti-dilutive effect. In addition, the 398,024 shares of unvested restricted Class A common stock were excluded from the diluted calculation, as their inclusion would have been anti-dilutive as the Company was in a net loss position.
22
The following is a calculation of the basic and diluted weighted-average number of shares of Class A common stock outstanding and earnings per share for the three and six months ended June 30, 2020.
(in thousands, except per share data) | For the Three Months Ended June 30, 2020 | For the Six Months Ended June 30, 2020 | ||||||
Basic and diluted net loss per share: | ||||||||
Net loss attributable to BRP Group, Inc. | $ | ( | ) | $ | ( | ) | ||
Shares used for basic net loss per share: | ||||||||
Basic and diluted weighted-average shares of Class A common stock outstanding | ||||||||
Basic and diluted net loss per share | $ | ( | ) | $ | ( | ) | ||
13. Fair Value Measurements
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. |
An asset’s or liability’s fair value measurement level 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
Methodologies used for assets and liabilities measured at fair value on a recurring basis at June 30, 2020 and December 31, 2019 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 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) | June 30, 2020 | December 31, 2019 | ||||||
Level 3 | ||||||||
Contingently returnable consideration | $ | $ | ||||||
Level 3 Assets | $ | $ | ||||||
Contingent earnout liabilities | $ | $ | ||||||
Level 3 Liabilities | $ | $ | ||||||
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The Company’s contingently returnable consideration at June 30, 2020 and December 31, 2019 represents a contingent right of return from a Partner to reimburse the Company for a portion of the purchase price as part of the Partnership transaction. The fair value of the contingently returnable consideration is based on sales projections for the acquired entity, which are reassessed each reporting period. Based on the Company’s ongoing assessment of the fair value of contingently returnable consideration, the Company recorded a net increase in the estimated fair value of such asset of $317,000 for the six months ended June 30, 2020. The Company has assessed the maximum refund relating to the contingently returnable consideration to be $1.3 million at June 30, 2020.
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 contingent earnout liability, the Company recorded a net increase in the estimated fair value of such liabilities of $6.6 million for the six months ended June 30, 2020. The Company has assessed the maximum estimated exposure to the contingent earnout liabilities to be $227.3 million at June 30, 2020.
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 contingently returnable consideration and contingent earnout consideration recorded in connection with business acquisitions.
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 or profitability based on earnings before income taxes, depreciation and amortization (“EBITDA”). Revenue and EBITDA growth rates generally ranged from 10 % to 20 %. The Company estimates future payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. These payments are discounted to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the Partner to achieve the targets. These discount rates generally ranged from 6.50 % to 18.00 %. 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 June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||
2020 | 2019 | 2020 | 2019 | |||||||||||||||||||||
(in thousands) | Contingently Returnable Consideration | Contingent Earnout Liabilities | Contingent Earnout Liabilities | Contingently Returnable Consideration | Contingent Earnout Liabilities | Contingent Earnout Liabilities | ||||||||||||||||||
Balance at beginning of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Fair value of contingent consideration issuances | — | — | ||||||||||||||||||||||
Change in fair value of contingent consideration | ( | ) | ( | ) | ||||||||||||||||||||
Payment of contingent consideration | — | ( | ) | — | — | ( | ) | — | ||||||||||||||||
Balance at end of period | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The change in fair value of contingent consideration during the six months ended June 30, 2020 and 2019 related entirely to assets and liabilities that were held at the end of the respective periods.
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Fair Value of Other Financial Instruments
The fair value of the Revolving Credit Commitment 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 the Revolving Credit Commitment was approximately $220.9 million at June 30, 2020 compared to a carrying value of $226.0 million. The carrying amount of the Revolving Credit Commitment of $40.4 million approximated fair value at December 31, 2019 as a result of the JPMorgan Credit Agreement having been amended and restated at market terms on December 19, 2019.
14. Commitments and Contingencies
The 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.
15. 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. There are no intersegment net sales that occurred during the reporting periods.
Summarized financial information concerning the Company’s Operating Groups is shown in the following tables. The “Corporate and Other” column includes any expenses not allocated to the Operating Groups and corporate-related items, including related party and third-party interest expense. 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 June 30, 2020 | |||||||||||||||||||||||
(in thousands) | Middle Market | Specialty | MainStreet | Medicare | Corporate and Other | Total | |||||||||||||||||
Commissions and fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Net income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||
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For the Three Months Ended June 30, 2019 | |||||||||||||||||||||||
(in thousands) | Middle Market | Specialty | MainStreet | Medicare | Corporate and Other | Total | |||||||||||||||||
Commissions and fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Net income (loss) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
For the Six Months Ended June 30, 2020 | |||||||||||||||||||||||
(in thousands) | Middle Market | Specialty | MainStreet | Medicare | Corporate and Other | Total | |||||||||||||||||
Commissions and fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Net income (loss) | ( | ) | ( | ) | ( | ) | |||||||||||||||||
For the Six Months Ended June 30, 2019 | |||||||||||||||||||||||
(in thousands) | Middle Market | Specialty | MainStreet | Medicare | Corporate and Other | Total | |||||||||||||||||
Commissions and fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Net income (loss) | ( | ) | ( | ) | |||||||||||||||||||
(in thousands) | Middle Market | Specialty | MainStreet | Medicare | Corporate and Other | Total | |||||||||||||||||
Total assets at June 30, 2020 | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Total assets at December 31, 2019 | |||||||||||||||||||||||
16. Subsequent Events
On July 9, 2020, the Company repaid $125.0 million of debt under the Revolving Credit Commitment with proceeds received from its public offering completed in June.
Business Partnerships
Effective July 31, 2020, the Company purchased certain assets and intellectual and intangible rights and assumed certain liabilities of Fletcher Financial Group, Inc. The Partnership was made to expand its Medicare business presence in Washington. 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.
Effective July 31, 2020, the Company purchased certain assets and intellectual and intangible rights and assumed certain liabilities of Medicare Insurance Advisors, Inc. The Partnership was made to expand its Medicare business presence in Tennessee. 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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in Part II, Item 1A. Risk Factors and Note Regarding Forward-Looking Statements included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K.
THE COMPANY
BRP Group, Inc. (“BRP Group,” the “Company,” “we,” “us” or “our”) is a rapidly growing independent insurance distribution firm delivering solutions that give our Clients the peace of mind to pursue their purpose, passion and dreams. We support our Clients, Colleagues, Insurance Company Partners and communities through the deployment of vanguard resources and capital to drive organic and inorganic growth. We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits. Our growth plan includes increased geographic representation across the U.S., expanded client value propositions and new lines of insurance to meet the needs of evolving lifestyles, business risks and healthcare funding. We are a destination employer supported by an award-winning culture, powered by exceptional people and fueled by industry-leading growth and innovation.
We represent over 500,000 Clients across the United States and internationally. Our more than 800 Colleagues include approximately 250 Risk Advisors, who are fiercely independent, relentlessly competitive and “insurance geeks.” We have over 50 offices, all of which are equipped to provide diversified products and services to empower our clients at every stage through our four Operating Groups.
• | Middle Market provides expertly-designed private risk management, commercial risk management and employee benefits solutions for mid-to-large-size businesses and high net worth individuals, as well as their families. |
• | 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 to seniors and Medicare-eligible individuals through a network of agents. |
• | Specialty delivers specialty insurers, professionals, individuals and niche industry businesses expanded access to exclusive specialty markets, capabilities and programs requiring complex underwriting and placement. |
In 2011, we adopted the “Azimuth” as our corporate constitution. Named after a historical navigation tool used to find “true north,” the Azimuth asserts our core values, business basics and stakeholder promises. The ideals encompassed by the Azimuth support our mission to deliver indispensable, tailored insurance and risk management insights and solutions to our clients. We strive to be regarded as the preeminent insurance advisory firm fueled by relationships, powered by people and exemplified by client adoption and loyalty. This type of environment is upheld by the distinct vernacular we use to describe our services and culture. We are a firm, instead of an agency; we have Colleagues, instead of employees; we have Risk Advisors, instead of producers/agents. We serve clients instead of customers and we refer to our acquisitions as Partnerships. We refer to insurance brokerages that we have acquired, or in the case of asset acquisitions, the producers, as Partners.
The insurance brokerage market is seasonal and our results of operations are somewhat affected by seasonal trends. Our Adjusted EBITDA and Adjusted EBITDA Margins are typically highest in the first quarter and lowest in the fourth quarter. This variation is primarily due to fluctuations in our revenues, while overhead remains consistent throughout the year. Our revenues are generally highest in the first quarter due to the impact of contingent payments received in the first quarter from Insurance Company Partners that we cannot readily estimate before receipt without the risk of significant reversal and a higher degree of first quarter policy commencements and renewals in Medicare and certain Middle Market lines of business such as employee benefits and commercial. In addition, a higher proportion of our first quarter revenue is derived from our highest margin businesses. As discussed further below, the COVID-19 pandemic may skew these general trends due to reduced amounts of new business and reductions in business from existing Clients related to the pandemic.
Partnerships can significantly impact Adjusted EBITDA and Adjusted EBITDA Margins in a given year and may increase the amount of seasonality within the business, especially results attributable to Partnerships that have not been fully integrated into our business or owned by us for a full year.
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On June 29, 2020, we completed a public offering of 13,225,000 shares of our Class A common stock, including 1,725,000 shares sold pursuant to the underwriters’ over-allotment option. The shares were sold at an offering price of $13.25 per share for net proceeds of $166.6 million after deducting underwriting discounts and commissions of $7.9 million and offering expenses of $769,000.
PARTNERSHIPS
We utilize strategic acquisitions, which we refer to as Partnerships, to complement and expand our business. The financial impact of Partnerships may affect the comparability of our results from period to period. Our acquisition strategy also entails certain risks, including the risks that we may not be able to successfully source, close, integrate and effectively manage businesses that we acquire. To mitigate that risk, we have a professional team focused on finding new Partners and integrating new Partnerships. We plan to execute on numerous Partnerships annually as it is a key pillar in our long-term growth strategy over the next ten years.
We completed nine Partnerships for an aggregate purchase price of $309.4 million during the six months ended June 30, 2020 and three Partnership for an aggregate purchase price of $140.6 million during the six months ended June 30, 2019. Partnerships completed during 2020 added $26.8 million of premiums, commissions and fees receivable, $124.3 million of intangible assets and $171.1 million of goodwill to the condensed consolidated balance sheet. We borrowed an additional $185.6 million under the revolving credit commitment (the “Revolving Credit Commitment”) of the JPMorgan Credit Agreement to assist with funding acquisitions during 2020.
Certain Partnerships that were completed during 2020 are discussed in greater detail below. For additional information on the Partnerships that we have completed during 2020, see Note 3 to our condensed consolidated financial statements included in Part I, Item 1. Financial Statements of this report.
Effective June 1, 2020, we purchased certain assets and intellectual and intangible rights and assumed certain liabilities of Rosenthal, a Middle Market Partner, for cash consideration of $75.9 million and fair value of noncontrolling interest of $10.1 million and fair value of contingent earnout consideration of $7.1 million. The Partnership was made to expand our capabilities within the real estate industry.
Effective June 1, 2020, we purchased certain assets and intellectual and intangible rights and assumed certain liabilities of TBA/RBA, a Middle Market Partner, for cash consideration of $76.3 million, fair value of noncontrolling interest of $21.4 million, fair value of contingent earnout consideration of $7.0 million and a deferred payment of $300,000. The Partnership was made to expand our employee benefits business in Tennessee and across the Southeastern U.S.
NOVEL CORONAVIRUS (COVID-19)
In March 2020, the World Health Organization declared a novel strain of the coronavirus, COVID-19, a pandemic. This COVID-19 outbreak has become increasingly widespread and severely restricted the level of economic activity around the world. In response to this outbreak, the governments of many countries, states, cities and other geographic regions, including in the United States, have taken preventive or protective actions, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes. In the United States, temporary closures of businesses have been ordered and numerous other businesses have temporarily closed voluntarily.
Our Clients and Colleagues are our first priority and we have taken steps to ensure their safety by implementing a remote work environment for the majority of our Colleagues without disruption to Client service. We have funded the BRP True North Colleague Fund to assist with relief for COVID-19 and other qualifying disasters for our Colleagues experiencing extraordinary hardship and are currently matching Colleague donations dollar-for dollar.
We intend to continue to execute on our strategic plans and operational initiatives during the pandemic. However, given the uncertainty regarding the spread and severity of COVID-19, the duration and scope of the government shutdowns, the nature of societal responses and the adverse effects on the national and global economy, the related financial impact on our business cannot be accurately predicted at this time. The national and global economies have rapidly contracted as a result of COVID-19. The decreased level of economic activity is leading to, and is likely to continue to lead to, a decline in exposure units and rising unemployment. In addition, the uncertainties associated with the protective and preventive measures being put in place or recommended by both governmental entities and other businesses, among other uncertainties, may result in delays or modifications to our plans and initiatives. See Part II, Item 1A. “Risk Factors - The ongoing novel coronavirus (COVID-19) pandemic could result in declines in business and increases in claims that could adversely affect our business, financial condition and results of operations” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020.
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RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements for the three and six months ended June 30, 2020 and the related notes and other financial information included elsewhere in this report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020.
The following is a discussion of our consolidated results of operations for each of the three and six months ended June 30, 2020 and 2019.
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||
(in thousands) | 2020 | 2019 | Variance | 2020 | 2019 | Variance | |||||||||||||||||
Revenues: | |||||||||||||||||||||||
Commissions and fees | $ | 51,268 | $ | 33,060 | $ | 18,208 | $ | 105,427 | $ | 62,897 | $ | 42,530 | |||||||||||
Operating expenses: | |||||||||||||||||||||||
Commissions, employee compensation and benefits | 39,263 | 23,994 | 15,269 | 73,811 | 40,280 | 33,531 | |||||||||||||||||
Other operating expenses | 9,546 | 6,389 | 3,157 | 18,431 | 10,391 | 8,040 | |||||||||||||||||
Amortization expense | 4,450 | 2,835 | 1,615 | 8,046 | 3,711 | 4,335 | |||||||||||||||||
Change in fair value of contingent consideration | 4,581 | (971 | ) | 5,552 | 6,242 | (3,757 | ) | 9,999 | |||||||||||||||
Depreciation expense | 240 | 149 | 91 | 405 | 276 | 129 | |||||||||||||||||
Total operating expenses | 58,080 | 32,396 | 25,684 | 106,935 | 50,901 | 56,034 | |||||||||||||||||
Operating income (loss) | (6,812 | ) | 664 | (7,476 | ) | (1,508 | ) | 11,996 | (13,504 | ) | |||||||||||||
Interest expense, net | (1,047 | ) | (3,623 | ) | 2,576 | (1,632 | ) | (5,213 | ) | 3,581 | |||||||||||||
Income (loss) before income taxes | (7,859 | ) | (2,959 | ) | (4,900 | ) | (3,140 | ) | 6,783 | (9,923 | ) | ||||||||||||
Income tax provision | — | — | — | 12 | — | 12 | |||||||||||||||||
Net income (loss) | (7,859 | ) | (2,959 | ) | (4,900 | ) | (3,152 | ) | 6,783 | (9,935 | ) | ||||||||||||
Less: net income (loss) attributable to noncontrolling interests | (4,271 | ) | (2,959 | ) | (1,312 | ) | (1,032 | ) | 6,783 | (7,815 | ) | ||||||||||||
Net loss attributable to BRP Group, Inc. | $ | (3,588 | ) | $ | — | $ | (3,588 | ) | $ | (2,120 | ) | $ | — | $ | (2,120 | ) | |||||||
Commissions and Fees
We earn commissions and fees by facilitating the arrangement between Insurance Company Partners and individuals or businesses for the carrier to provide insurance to the insured party. Our commissions and fees are usually a percentage of the premium paid by the insured and generally depends on the type of insurance, the particular Insurance Company Partner and the nature of the services provided. Under certain arrangements with clients, we earn pre-negotiated service fees in lieu of commissions. Additionally, we may also receive from Insurance Company Partners a profit-sharing commission, or straight override, which represent forms of variable consideration associated with the placement of coverage and are based primarily on underwriting results, but may also contain considerations for volume, growth or retention.
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Commissions and fees increased by $18.2 million and $42.5 million for the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively. This increase was related to amounts attributable to Partners acquired during 2019 and 2020 prior to their having reached the twelve-month owned mark (such amounts, the “Partnership Contribution”) and organic growth. The Partnership Contribution accounted for $12.1 million and $34.9 million of the increase to commissions and fees for the quarter and year-to-date periods, respectively, and organic growth accounted for $6.1 million and $7.6 million, respectively.
Major Sources of Commissions and Fees
The following table sets forth our commissions and fees by major source by amount for the periods indicated:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||
(in thousands) | 2020 | 2019 | Variance | 2020 | 2019 | Variance | ||||||||||||||||||
Direct bill revenue | $ | 22,430 | $ | 15,990 | $ | 6,440 | $ | 50,539 | $ | 35,594 | $ | 14,945 | ||||||||||||
Agency bill revenue | 20,256 | 12,261 | 7,995 | 36,685 | 16,831 | 19,854 | ||||||||||||||||||
Profit-sharing revenue | 2,626 | 1,837 | 789 | 7,750 | 6,290 | 1,460 | ||||||||||||||||||
Policy fee and installment fee revenue | 3,653 | 2,393 | 1,260 | 7,035 | 2,393 | 4,642 | ||||||||||||||||||
Consulting and service fee revenue | 793 | 579 | 214 | 1,508 | 1,226 | 282 | ||||||||||||||||||
Other income | 1,510 | — | 1,510 | 1,910 | 563 | 1,347 | ||||||||||||||||||
Total commissions and fees | $ | 51,268 | $ | 33,060 | $ | 18,208 | $ | 105,427 | $ | 62,897 | $ | 42,530 | ||||||||||||
Direct bill revenue represents commission revenue earned by providing insurance placement services to clients, primarily for private risk management, commercial risk management, employee benefits and Medicare insurance types. Direct bill revenue increased by $6.4 million and $14.9 million for the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively. The Partnership Contribution accounted for $5.2 million and $12.1 million of the increase to direct bill revenue for the quarter and year-to-date periods, respectively. Organic growth for direct bill revenue was $1.3 million and $2.9 million for the quarter and year-to-date periods, respectively. Organic growth for direct bill revenue was negatively impacted by $0.2 million for the year-to-date period as a result of incremental cancellation reserves related to COVID-19.
Agency bill revenue primarily represents commission revenue earned by providing insurance placement services to clients wherein we act as an agent on behalf of the Client. Agency bill revenue increased by $8.0 million and $19.9 million for the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively. The Partnership Contribution accounted for $5.2 million and $16.2 million of the increase to agency bill revenue for the quarter and year-to-date periods, respectively. Organic growth for agency bill revenue was $2.8 million and $3.6 million for the quarter and year-to-date periods, respectively. Organic growth for agency bill revenue was negatively impacted by $0.1 million for the year-to-date period as a result of incremental cancellation reserves related to COVID-19.
Profit-sharing revenue represents bonus-type or contingent revenue that is earned by us as a sales incentive provided by certain Insurance Company Partners. Profit-sharing revenue increased by $0.8 million and $1.5 million for the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively. The Partnership Contribution accounted for $0.6 million and $1.9 million of the increase to profit-sharing revenue for the quarter and year-to-date periods, respectively. Profit-sharing revenue generated by legacy businesses increased by $0.1 million for the quarter but decreased by $0.5 million for the year-to-date period as a result of expected higher loss ratios in our Middle Market and MainStreet Operating Groups during the first half of 2020 and decreased underwriting in the Florida market by some of our Insurance Company Partners. We expect that rate pressure in the Florida market will increase base commissions and fees towards the end of 2020 and into 2021.
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Policy fee and installment fee revenue represents revenue earned for acting in the capacity of an MGA and providing payment processing and services and other administrative functions on behalf of Insurance Company Partners. Policy fee and installment fee revenue increased by $1.3 million and $4.6 million during the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively, from our “MGA of the Future,” which was acquired April 1, 2019 and resides in our Specialty Operating Group.
Commissions, Employee Compensation and Benefits
Commissions, employee compensation and benefits is our largest expense. It consists of (a) base compensation comprising salary, bonuses and benefits paid and payable to Colleagues, commissions paid to Colleagues and outside commissions paid to others; and (b) equity-based compensation associated with the grants of restricted interest awards to senior management, Risk Advisors and executives. We expect to continue to experience a general rise in commissions, employee compensation and benefits expense commensurate with expected growth in our sales and headcount and as a result of increasing employee compensation related to ongoing public company costs. We operate in competitive markets for human capital and need to maintain competitive compensation levels as we expand geographically and create new products and services.
Our compensation arrangements with our employees contain significant bonus or commission components driven by the results of our operations. Therefore, as we grow commissions and fees, we expect compensation costs to rise.
Commissions, employee compensation and benefits expenses increased by $15.3 million and $33.5 million for the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively. The Partnership Contribution accounted for $7.8 million and $22.1 million of the increase to commissions, employee compensation and benefits for the quarter and year-to-date periods, respectively. In addition, we had increased compensation for the quarter and year-to-date periods of $2.4 million and $4.0 million, respectively, as a result of 2019 and 2020 hiring for new roles necessary as a public company and to support our growth and $1.7 million and $2.7 million, respectively, related to share-based compensation expense.
On August 7, 2020, the Compensation Committee of the Board of Directors approved a cash transaction bonus of $1.0 million payable to Kris Wiebeck, the Company’s Chief Financial Officer, in recognition of Mr. Wiebeck’s successful leadership and execution of the Company’s recently completed public offering of Class A common stock.
Other Operating Expenses
Other operating expenses include travel, accounting, legal and other professional fees, placement fees, rent, office expenses, depreciation and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations. In addition, we have invested in the expansion of our Tampa offices to accommodate our growth plans, which has resulted in an increase to rent expense beginning in April 2020. Certain corporate expenses are allocated to the Operating Groups.
Other operating expenses increased by $3.2 million and $8.0 million for the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively. These increases were primarily attributable to operating expenses such as additional rent and increased software costs, professional fees, and other expenses. The Partnership Contribution accounted for $1.2 million and $3.2 million of the increase to other operating expenses for the quarter and year-to-date periods, respectively. Additionally, we had public company costs of $0.8 million and $1.5 million for the quarter and year-to-date periods, respectively, and higher professional fees related to being a public company.
Amortization Expense
Amortization expense increased by $1.6 million and $4.3 million for the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively. These increases were driven by amortization related to Partners acquired over the past year, including $1.3 million and $1.8 million related to intangible assets capitalized in connection with Partners acquired during 2020 for the quarter and year-to-date periods, respectively, and $0.3 million and $2.5 million related to intangible assets capitalized in connection with Partners acquired during 2019 for the quarter and year-to-date periods, respectively.
Change in Fair Value of Contingent Consideration
Change in fair value of contingent consideration was $4.6 million for the three months ended June 30, 2020 as compared to $(1.0) million for the same period of 2019. The change in fair value of contingent consideration results from fluctuations in the value of the relevant measurement basis, normally revenue or EBITDA, of our Partners. We had significantly higher estimates for the contingent earnout liabilities of two Partners during the second quarter of 2020 related to growth of their business during the period under consolidation.
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Change in fair value of contingent consideration was $6.2 million for the six months ended June 30, 2020 as compared to $(3.8) million for the same period of 2019. We had significantly higher estimates for the contingent earnout liabilities of three Partners during the first six months of 2020 related to growth of their business during the period under consolidation, offset in part by a decrease in estimates for one Partner. We had lower estimates for the contingent earnout liabilities of certain Partners during the first six months of 2019.
Interest Expense, Net
Interest expense, net decreased by $2.6 million and $3.6 million for the three and six months ended June 30, 2020 as compared to the same periods of 2019, respectively, resulting from a significantly lower interest rate in effect for borrowings under the Revolving Credit Commitment in effect during 2020 compared to interest rates in effect for credit facilities in place during the first six months of 2019. The applicable interest rate on the Revolving Credit Commitment was 2.19% at June 30, 2020.
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA, Adjusted EBITDA Margin, Organic Revenue, Organic Revenue Growth, Adjusted Net Income and Adjusted Diluted Earnings Per Share (“EPS”), are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for Organic Revenue and Organic Revenue Growth), net income (loss) (for Adjusted EBITDA and Adjusted EBITDA Margin) net income (loss) attributable to BRP Group, Inc. (for Adjusted Net Income) or diluted earnings (loss) per share (for Adjusted Diluted EPS), which we consider to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for commissions and fees, net income (loss) or other consolidated income statement data prepared in accordance with GAAP. Other companies in our industry may define or calculate these non-GAAP financial measures differently than we do, and accordingly these measures may not be comparable to similarly titled measures used by other companies.
Adjusted EBITDA eliminates the effects of financing, depreciation, amortization and change in fair value of contingent consideration. We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to Partnerships including severance, and certain non-recurring costs, including those related to raising capital. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.
Adjusted EBITDA Margin is Adjusted EBITDA divided by commissions and fees. Adjusted EBITDA is a key metric used by management and our board of directors to assess our financial performance. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.
Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA and Adjusted EBITDA Margin:
• | do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future; |
• | do not reflect changes in, or cash requirements for, our working capital needs; |
• | do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; |
• | do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt; |
• | do not reflect share-based compensation expense and other non-cash charges; and |
• | exclude certain tax payments that may represent a reduction in cash available to us. |
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We calculate Organic Revenue Growth based on commissions and fees for the relevant period by excluding the first twelve months of commissions and fees generated from new Partners. Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted for Organic Revenues that were excluded in the prior period because the relevant Partners had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period. For example, revenues from a Partner acquired on June 1, 2019 are excluded from Organic Revenue for 2019. However, after June 1, 2020, results from June 1, 2019 to December 31, 2019 for such Partners are compared to results from June 1, 2020 to December 31, 2020 for purposes of calculating Organic Revenue Growth in 2020. Organic Revenue Growth is a key metric used by management and our board of directors to assess our financial performance. We believe that Organic Revenue and Organic Revenue Growth are appropriate measures of operating performance as they allow investors to measure, analyze and compare growth in a meaningful and consistent manner.
Adjusted Net Income is presented for the purpose of calculating Adjusted Diluted EPS. We define Adjusted Net Income as net income (loss) attributable to BRP Group, Inc. adjusted for amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to Partnerships including severance, and certain non-recurring costs that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments.
Adjusted Diluted EPS measures our per share earnings excluding certain expenses as discussed above and assuming all shares of Class B common stock were exchanged for Class A common stock. Adjusted Diluted EPS is calculated as Adjusted Net Income divided by adjusted dilutive weighted-average shares outstanding. We believe Adjusted Diluted EPS is useful to investors because it enables them to better evaluate per share operating performance across reporting periods.
Adjusted EBITDA and Adjusted EBITDA Margin
The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net income (loss), which we consider to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Adjusted EBITDA Margin:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
(in thousands, except percentages) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Commissions and fees | $ | 51,268 | $ | 33,060 | $ | 105,427 | $ | 62,897 | ||||||||
Net income (loss) | $ | (7,859 | ) | $ | (2,959 | ) | $ | (3,152 | ) | $ | 6,783 | |||||
Adjustments to net income (loss): | ||||||||||||||||
Amortization expense | 4,450 | 2,835 | 8,046 | 3,711 | ||||||||||||
Change in fair value of contingent consideration | 4,581 | (971 | ) | 6,242 | (3,757 | ) | ||||||||||
Share-based compensation | 1,978 | 261 | 3,117 | 391 | ||||||||||||
Interest expense, net | 1,047 | 3,623 | 1,632 | 5,213 | ||||||||||||
Depreciation expense | 240 | 149 | 405 | 276 | ||||||||||||
Transaction-related Partnership expenses | 2,020 | 313 | 3,868 | 570 | ||||||||||||
Severance related to Partnership activity | 360 | 300 | 413 | 300 | ||||||||||||
Capital related expenses | 1,000 | 1,008 | 1,000 | 1,046 | ||||||||||||
Income tax provision | — | — | 12 | — | ||||||||||||
Other | 568 | — | 834 | 155 | ||||||||||||
Adjusted EBITDA | $ | 8,385 | $ | 4,559 | $ | 22,417 | $ | 14,688 | ||||||||
Adjusted EBITDA Margin | 16 | % | 14 | % | 21 | % | 23 | % | ||||||||
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Organic Revenue and Organic Revenue Growth
The following table reconciles Organic Revenue to commissions and fees, which we consider to be the most directly comparable GAAP financial measure to Organic Revenue:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
(in thousands, except percentages) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
Commissions and fees | $ | 51,268 | $ | 33,060 | $ | 105,427 | $ | 62,897 | ||||||||
Partnership commissions and fees (1) | (12,064 | ) | (13,947 | ) | (34,932 | ) | (19,305 | ) | ||||||||
Organic Revenue | $ | 39,204 | $ | 19,113 | $ | 70,495 | $ | 43,592 | ||||||||
Organic Revenue Growth (2) | $ | 6,130 | $ | 417 | $ | 7,584 | $ | 3,110 | ||||||||
Organic Revenue Growth % (2) | 19 | % | 2 | % | 12 | % | 8 | % | ||||||||
__________
(1) | Includes the first twelve months of such commissions and fees generated from newly acquired Partners. |
(2) | Organic Revenue for the three and six months ended June 30, 2019 used to calculate Organic Revenue Growth for the three and six months ended June 30, 2020 was $33.1 million and $62.9 million, which is adjusted to reflect revenues from Partnerships that reached the twelve-month owned mark during the three and six months ended June 30, 2020. |
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Adjusted Net Income and Adjusted Diluted EPS
The following table reconciles Adjusted Net Income to net income (loss) attributable to BRP Group, Inc. and reconciles Adjusted Diluted EPS to diluted loss per share attributable to BRP Group, Inc. Class A common stock:
(in thousands, except per share data) | For the Three Months Ended June 30, 2020 | For the Six Months Ended June 30, 2020 | ||||||
Net income (loss) attributable to BRP Group, Inc. | $ | (3,588 | ) | $ | (2,120 | ) | ||
Net income (loss) attributable to noncontrolling interests | (4,271 | ) | (1,032 | ) | ||||
Amortization expense | 4,450 | 8,046 | ||||||
Change in fair value of contingent consideration | 4,581 | 6,242 | ||||||
Share-based compensation | 1,978 | 3,117 | ||||||
Transaction-related Partnership expenses | 2,020 | 3,868 | ||||||
Capital related expenses | 1,000 | 1,000 | ||||||
Amortization of deferred financing costs | 119 | 195 | ||||||
Severance related to Partnership activity | 360 | 413 | ||||||
Other | 568 | 834 | ||||||
Adjusted pre-tax income | 7,217 | 20,563 | ||||||
Adjusted income taxes (1) | 715 | 2,036 | ||||||
Adjusted Net Income | $ | 6,502 | $ | 18,527 | ||||
Weighted-average shares of Class A common stock outstanding - diluted | 20,426 | 19,960 | ||||||
Dilutive effect of unvested restricted shares of Class A common stock | 365 | 344 | ||||||
Exchange of Class B shares (2) | 45,466 | 44,503 | ||||||
Adjusted dilutive weighted-average shares outstanding | 66,257 | 64,807 | ||||||
Adjusted Diluted EPS | $ | 0.10 | $ | 0.29 | ||||
Diluted loss per share | $ | (0.18 | ) | $ | (0.11 | ) | ||
Effect of exchange of Class B shares and net income attributable to noncontrolling interests per share | 0.06 | 0.06 | ||||||
Other adjustments to net income per share | 0.23 | 0.37 | ||||||
Adjusted income taxes per share | (0.01 | ) | (0.03 | ) | ||||
Adjusted Diluted EPS | $ | 0.10 | $ | 0.29 | ||||
___________
(1) | Represents corporate income taxes at assumed effective tax rate of 9.9% applied to adjusted pre-tax income. |
(2) | Assumes the full exchange of Class B shares for Class A common stock pursuant to the Amended LLC Agreement. |
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RESULTS OF OPERATIONS BY OPERATING GROUP
Commissions and Fees
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, BRP generates commissions and fees in the form of direct bill insurance placement and marketing income. Marketing income is earned through co-branded marketing campaigns with the Company’s Insurance Company Partners.
The following table sets forth our commissions and fees by Operating Group by amount and as a percentage of our commissions and fees:
Commissions and Fees by Operating Group (in thousands) | |||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||
2020 | 2019 | Variance | 2020 | 2019 | Variance | ||||||||||||||||||||||||||
Operating Group | Amount | Percent of Business | Amount | Percent of Business | Amount | % | Amount | Percent of Business | Amount | Percent of Business | Amount | % | |||||||||||||||||||
Middle Market | $ | 20,718 | 40 | % | $ | 12,106 | 37 | % | $ | 8,612 | 71 | % | $ | 42,750 | 41 | % | $ | 28,645 | 46 | % | $ | 14,105 | 49 | % | |||||||
Specialty | 19,456 | 38 | % | 12,934 | 39 | % | 6,522 | 50 | % | 36,872 | 35 | % | 15,765 | 25 | % | 21,107 | 134 | % | |||||||||||||
MainStreet | 7,704 | 15 | % | 5,769 | 17 | % | 1,935 | 34 | % | 16,012 | 15 | % | 12,300 | 20 | % | 3,712 | 30 | % | |||||||||||||
Medicare | 3,390 | 7 | % | 2,251 | 7 | % | 1,139 | 51 | % | 9,793 | 9 | % | 6,187 | 10 | % | 3,606 | 58 | % | |||||||||||||
$ | 51,268 | $ | 33,060 | $ | 18,208 | $ | 105,427 | $ | 62,897 | $ | 42,530 | ||||||||||||||||||||
Commissions and fees increased across all Operating Groups for the three months ended June 30, 2020 as compared to the same period of 2019. The Partnership Contribution accounted for $6.7 million, $2.5 million, $1.7 million and $1.2 million of the increase to commissions and fees in the Middle Market, Specialty, MainStreet and Medicare Operating Groups, respectively. The remaining variances in the Middle Market, Specialty and MainStreet Operating Groups are attributable to organic growth. Our Middle Market Operating Group is most likely to feel the impact of the pandemic should the economic contraction persist and businesses act to further reduce their workforces.
Commissions and fees increased across all Operating Groups for the six months ended June 30, 2020 as compared to the same period of 2019. The Partnership Contribution accounted for $11.7 million, $16.4 million, $3.1 million and $3.7 million of the increase to commissions and fees in the Middle Market, Specialty, MainStreet and Medicare Operating Groups, respectively. The remaining variances in the Middle Market, Specialty and MainStreet Operating Groups are attributable to Organic Growth. In addition, we had a small reduction in our organic revenue for the Medicare Operating Group during the period due to reduced revenues in some of our divisions. Continued COVID-19 protocols, including social distancing, may reduce our Medicare agents' abilities to meet person-to-person in our normal venues, which could impact our ability to sell new business during the 2021 Annual Enrollment Period and our first quarter 2021 commissions and fees.
The Middle Market and MainStreet Operating Groups had lower contingent revenue during the six months ended June 30, 2020 as compared to the same period of 2019 related to poor loss trends in our Florida-based personal lines businesses and private risk business in the first half of 2020 in addition to decreased underwriting in the Florida market by our Insurance Company Partners. We expect rate pressure in the Florida market to increase base commissions and fees towards the end of 2020 and into 2021 for those Operating Groups; however, rate pressure may also impact client retention in those periods.
Policies in force for Specialty’s MSI Partnership grew by 131,423, or 42%, to 445,988 at June 30, 2020 from 314,565 at June 30, 2019.
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Commissions, Employee Compensation and Benefits
The following table sets forth our commissions, employee compensation and benefits by Operating Group by amount and as a percentage of our commissions, employee compensation and benefits:
Commissions, Employee Compensation and Benefits by Operating Group (in thousands) | |||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||
2020 | 2019 | Variance | 2020 | 2019 | Variance | ||||||||||||||||||||||||||
Operating Group | Amount | Percent of Business | Amount | Percent of Business | Amount | % | Amount | Percent of Business | Amount | Percent of Business | Amount | % | |||||||||||||||||||
Middle Market | $ | 13,463 | 34 | % | $ | 9,157 | 38 | % | $ | 4,306 | 47 | % | $ | 26,083 | 35 | % | $ | 17,753 | 44 | % | $ | 8,330 | 47 | % | |||||||
Specialty | 15,330 | 39 | % | 9,305 | 39 | % | 6,025 | 65 | % | 28,131 | 38 | % | 11,858 | 29 | % | 16,273 | 137 | % | |||||||||||||
MainStreet | 4,810 | 12 | % | 3,286 | 14 | % | 1,524 | 46 | % | 8,772 | 12 | % | 6,369 | 16 | % | 2,403 | 38 | % | |||||||||||||
Medicare | 2,215 | 6 | % | 1,302 | 5 | % | 913 | 70 | % | 5,231 | 7 | % | 2,990 | 7 | % | 2,241 | 75 | % | |||||||||||||
Corporate and Other | 3,445 | 9 | % | 944 | 4 | % | 2,501 | 265 | % | 5,594 | 8 | % | 1,310 | 3 | % | 4,284 | 327 | % | |||||||||||||
$ | 39,263 | $ | 23,994 | $ | 15,269 | $ | 73,811 | $ | 40,280 | $ | 33,531 | ||||||||||||||||||||
Commissions, employee compensation and benefits expenses increased across all Operating Groups for the three months ended June 30, 2020 as compared to the same period of 2019. The Partnership Contribution accounted for $3.9 million, $2.1 million, $0.9 million and $1.0 million of the increase to commissions, employee compensation and benefits expenses in the Middle Market, Specialty, MainStreet and Medicare Operating Groups, respectively. Commissions, employee compensation and benefits expenses also increased in the Middle Market, Specialty and MainStreet Operating Groups as a result of continued investments in Growth Services to support our growth, which costs are primarily allocated among the Operating Groups.
Commissions, employee compensation and benefits expenses increased across all Operating Groups and in Corporate and Other for the six months ended June 30, 2020 as compared to the same period of 2019. The Partnership Contribution accounted for $6.7 million, $11.7 million, $1.5 million and $2.2 million of the increase to commissions, employee compensation and benefits expenses in the Middle Market, Specialty, MainStreet and Medicare Operating Groups, respectively. Commissions, employee compensation and benefits expenses also increased in the Middle Market, Specialty and MainStreet Operating Groups as a result of continued investments in Growth Services to support our growth, which costs are primarily allocated among the Operating Groups.
Commissions, employee compensation and benefits expenses for Corporate and Other increased as a result of hiring new roles necessary as a public company and due to $1.7 million and $2.7 million of additional share-based compensation expense incurred during the quarter and year-to-date periods, respectively.
Other Operating Expenses
The following table sets forth our other operating expenses by Operating Group by amount and as a percentage of our other operating expenses:
Other Operating Expenses by Operating Group (in thousands) | |||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||
2020 | 2019 | Variance | 2020 | 2019 | Variance | ||||||||||||||||||||||||||
Operating Group | Amount | Percent of Business | Amount | Percent of Business | Amount | % | Amount | Percent of Business | Amount | Percent of Business | Amount | % | |||||||||||||||||||
Middle Market | $ | 2,878 | 30 | % | $ | 2,205 | 35 | % | $ | 673 | 31 | % | $ | 5,619 | 30 | % | $ | 3,997 | 38 | % | $ | 1,622 | 41 | % | |||||||
Specialty | 1,313 | 14 | % | 1,053 | 16 | % | 260 | 25 | % | 2,796 | 15 | % | 1,408 | 14 | % | 1,388 | 99 | % | |||||||||||||
MainStreet | 1,010 | 11 | % | 925 | 14 | % | 85 | 9 | % | 2,007 | 11 | % | 1,851 | 18 | % | 156 | 8 | % | |||||||||||||
Medicare | 997 | 10 | % | 412 | 6 | % | 585 | 142 | % | 1,787 | 10 | % | 885 | 9 | % | 902 | 102 | % | |||||||||||||
Corporate and Other | 3,348 | 35 | % | 1,794 | 28 | % | 1,554 | 87 | % | 6,222 | 34 | % | 2,250 | 22 | % | 3,972 | 177 | % | |||||||||||||
$ | 9,546 | $ | 6,389 | $ | 3,157 | $ | 18,431 | $ | 10,391 | $ | 8,040 | ||||||||||||||||||||
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Other operating expenses increased across all Operating Groups for the three months ended June 30, 2020 as compared to the same period of 2019. The Partnership Contribution accounted for $0.9 million and $0.3 million of the increase to other operating expenses in the Middle Market and Medicare Operating Groups, respectively.
Other operating expenses increased across all Operating Groups for the six months ended June 30, 2020 as compared to the same period of 2019. The Partnership Contribution accounted for $1.6 million, $1.0 million, $0.1 million and $0.5 million other operating expenses in the Middle Market, Specialty, MainStreet and Medicare Operating Groups, respectively.
Other operating expenses in Corporate and Other, including professional fees, insurance, colleague education, travel and dues and subscriptions, increased primarily as a result of being a public company during 2020.
Amortization Expense
The following table sets forth our amortization by Operating Group by amount and as a percentage of our amortization:
Amortization Expense by Operating Group (in thousands) | |||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||
2020 | 2019 | Variance | 2020 | 2019 | Variance | ||||||||||||||||||||||||||
Operating Group | Amount | Percent of Business | Amount | Percent of Business | Amount | % | Amount | Percent of Business | Amount | Percent of Business | Amount | % | |||||||||||||||||||
Middle Market | $ | 1,384 | 31 | % | $ | 496 | 17 | % | $ | 888 | 179 | % | $ | 1,955 | 24 | % | $ | 797 | 21 | % | $ | 1,158 | 145 | % | |||||||
Specialty | 2,325 | 52 | % | 2,036 | 72 | % | 289 | 14 | % | 4,691 | 58 | % | 2,303 | 62 | % | 2,388 | 104 | % | |||||||||||||
MainStreet | 445 | 10 | % | 191 | 7 | % | 254 | 133 | % | 876 | 11 | % | 385 | 10 | % | 491 | 128 | % | |||||||||||||
Medicare | 291 | 7 | % | 94 | 3 | % | 197 | 210 | % | 516 | 6 | % | 190 | 5 | % | 326 | 172 | % | |||||||||||||
Corporate and Other | 5 | — | % | 18 | 1 | % | (13 | ) | (72 | )% | 8 | — | % | 36 | 1 | % | (28 | ) | (78 | )% | |||||||||||
$ | 4,450 | $ | 2,835 | $ | 1,615 | $ | 8,046 | $ | 3,711 | $ | 4,335 | ||||||||||||||||||||
Amortization expense increased across all Operating Groups for the three months ended June 30, 2020 as compared to the same period of 2019. These increases were driven by amortization related to Partners acquired over the past year, including $0.9 million, $0.3 million and $0.1 million related to intangible assets capitalized in connection with Partners acquired during 2020 in the Middle Market, Specialty and Medicare Operating Groups, respectively, and $0.3 million related to intangible assets capitalized in connection with Partners acquired during 2019 in the MainStreet Operating Group.
Amortization expense increased across all Operating Groups for the six months ended June 30, 2020 as compared to the same period of 2019. These increases were driven by amortization related to Partners acquired over the past year, including $1.0 million, $0.6 million and $0.2 million related to intangible assets capitalized in connection with Partners acquired during 2020 in the Middle Market, Specialty and Medicare Operating Groups, respectively, and $0.2 million, $1.8 million and $0.5 million related to intangible assets capitalized in connection with Partners acquired during 2019 in the Middle Market, Specialty and MainStreet Operating Groups, respectively.
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Change in Fair Value of Contingent Consideration
The following table sets forth our change in fair value of contingent consideration by Operating Group by amount and as a percentage of our change in fair value of contingent consideration:
Change in Fair Value of Contingent Consideration by Operating Group (in thousands) | |||||||||||||||||||||||||||||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||
2020 | 2019 | Variance | 2020 | 2019 | Variance | ||||||||||||||||||||||||||
Operating Group | Amount | Percent of Business | Amount | Percent of Business | Amount | % | Amount | Percent of Business | Amount | Percent of Business | Amount | % | |||||||||||||||||||
Middle Market | $ | 444 | 10 | % | $ | (2,116 | ) | 218 | % | $ | 2,560 | (121 | )% | $ | (1,722 | ) | (28 | )% | $ | (4,234 | ) | 113 | % | $ | 2,512 | (59 | )% | ||||
Specialty | 3,671 | 80 | % | 1,295 | (133 | )% | 2,376 | 183 | % | 6,118 | 98 | % | 777 | (21 | )% | 5,341 | n/m | ||||||||||||||
MainStreet | 427 | 9 | % | 16 | (2 | )% | 411 | n/m | 2,054 | 33 | % | 31 | (1 | )% | 2,023 | n/m | |||||||||||||||
Medicare | 39 | 1 | % | (166 | ) | 17 | % | 205 | (123 | )% | (208 | ) | (3 | )% | (331 | ) | 9 | % | 123 | (37 | )% | ||||||||||
$ | 4,581 | $ | (971 | ) | $ | 5,552 | $ | 6,242 | $ | (3,757 | ) | $ | 9,999 | ||||||||||||||||||
n/m | not meaningful |
The change in fair value of contingent consideration results from fluctuations in the value of the relevant measurement basis, normally revenue or EBITDA of our Partners. The Specialty Operating Groups recorded a significant expense during the second quarter of 2020 as a result of a higher estimate for the contingent consideration liabilities of our MSI Partner related to growth of the business.
The Specialty and MainStreet Operating Groups recorded significant expenses during the six months ended June 30, 2020 as a result of higher estimates for the contingent consideration liabilities of the MSI and Foundation Insurance Partners, respectively, related to growth of the businesses. The Middle Market Operating Group recorded significant income during the same period as a result of a decrease in estimates for the contingent consideration liability of one Partner due to decreased growth of the business.
LIQUIDITY AND CAPITAL RESOURCES
Our primary liquidity needs for the foreseeable future will include cash to (i) provide capital to facilitate the organic growth of our business and to fund future Partnerships, (ii) pay operating expenses, including cash compensation to our employees and expenses related to being a public company, (iii) make payments under the Tax Receivable Agreement, (iv) pay interest and principal due on borrowings under the JPMorgan Credit Agreement, (v) pay contingent earnout liabilities, and (vi) pay income taxes. We have historically financed our operations and funded our debt service through the sale of our insurance products and services. In addition, we financed significant cash needs to fund growth through the acquisition of Partners through debt financing.
On June 29, 2020, we completed a public offering of 13,225,000 shares of our Class A common stock, including 1,725,000 shares sold pursuant to the underwriters’ over-allotment option. The shares were sold at an offering price of $13.25 per share for net proceeds of $166.6 million after deducting underwriting discounts and commissions of $7.9 million and offering expenses of $769,000.
At June 30, 2020, our cash and cash equivalents were $194.4 million. We believe that our cash and cash equivalents, cash flow from operations and available borrowings under the JPMorgan Credit Agreement will be sufficient to fund our working capital and meet our commitments for the foreseeable future. However, we expect that we will require additional funding to continue to execute on our Partnership strategy. Such funding could include the incurrence of additional debt or the issuance of equity. Additional funds may not be available on a timely basis, on favorable terms, or at all, and such funds, if raised, may not be sufficient to enable us to continue to implement our long-term Partnership strategy. If we are not able to raise funds when needed, we could be forced to delay or reduce the number of Partnerships that we complete.
See Part II, Item 1A. “Risk Factors - The ongoing novel coronavirus (COVID-19) pandemic could result in declines in business and increases in claims that could adversely affect our business, financial condition and results of operations” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020.
39
JPMorgan Credit Agreement
As of June 30, 2020, we had an aggregate borrowing capacity of $400.0 million under the Revolving Credit Commitment of the JPMorgan Credit Agreement, which matures on September 23, 2024 and of which no more than $65.0 million is available for working capital purposes and the entirety of which is available to fund acquisitions permitted under the JPMorgan Credit Agreement. The outstanding balance of the Revolving Credit Commitment was $226.0 million at June 30, 2020. In July 2020, we repaid $125.0 million of debt under the Revolving Credit Commitment with proceeds received from the offering.
The Revolving Credit Commitment is collateralized by a first priority lien on substantially all the assets of the Company, including a pledge of all equity securities of each of its subsidiaries. The interest rate of the Revolving Credit Commitment is based on, depending on the type of loan, the Eurodollar rate or the Alternative Base Rate, plus, in each case, a margin based on Total Leverage Ratio (as defined in the JPMorgan Credit Agreement), as set forth in the pricing grid below, provided that under no circumstances will the LIBO Rate (as defined in the JPMorgan Credit Agreement) used in the determination of the Eurodollar rate be less than 0.00% or the Alternate Base Rate be less than 1.00%:
Total Net Leverage Ratio | Applicable Margin for Eurodollar Loans | Applicable Margin for Alternate Base Rate Loans | ||
< 2.50x | 200 bps | 100 bps | ||
≥ 2.50x < 3.00x | 225 bps | 125 bps | ||
≥ 3.00x < 3.75x | 250 bps | 150 bps | ||
≥ 3.75x | 300 bps | 200 bps | ||
At June 30, 2020 and December 31, 2019, the variable rate in effect for the JPMorgan Credit Agreement was the London Interbank Offered Rate (“LIBOR”) due to a pricing option and the applicable interest rate on the Revolving Credit Commitment was 2.19% and 3.81%, respectively.
The JPMorgan Credit Agreement contains covenants that, among other things, restrict our ability to make certain restricted payments, incur additional debt, engage in certain asset sales, mergers, acquisitions or similar transactions, create liens on assets, engage in certain transactions with affiliates, change our business, make certain investments or restrict BRP’s ability to make dividends or other distributions to BRP Group.
In addition, the JPMorgan Credit Agreement contains financial covenants requiring us to maintain our Total Leverage Ratio (as defined in the JPMorgan Credit Agreement) at or below 5.00 to 1.00 up to but excluding September 21, 2022 (with scheduled annual step downs to 4.75 to 1.00 and 4.50 to 1.00 beginning in 2022 and with step ups of 0.50 to 1.00 and 0.25 to 1.00 for the first and second quarters, respectively, after any Material Acquisition (as defined in the JPMorgan Credit Agreement)), Debt Service Coverage Ratio (as defined in the JPMorgan Credit Agreement) at or above 2.00 to 1.00 up to but excluding September 21, 2022 (with scheduled annual step ups to 2.25 to 1.00 and 2.50 to 1.00 beginning in 2022) and Senior Leverage Ratio (as defined in the JPMorgan Credit Agreement) at or below 4.50 to 1.00 up to but excluding September 21, 2022 (with scheduled annual step downs to 4.25 to 1.00 and 4.00 to 1.00 beginning in 2022 and with step ups of 0.50 to 1.00 and 0.25 to 1.00 for the first and second quarters, respectively, after any Material Acquisition).
Contractual Obligations
The following table represents our contractual obligations, aggregated by type, at June 30, 2020:
Payments Due by Period | |||||||||||||||||||
(in thousands) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | ||||||||||||||
Operating leases (1) | $ | 46,715 | $ | 6,816 | $ | 12,530 | $ | 10,248 | $ | 17,121 | |||||||||
Debt obligations payable (2) | 247,012 | 4,944 | 9,888 | 232,180 | — | ||||||||||||||
Maximum future acquisition contingency payments (3) | 227,333 | 35,594 | 179,702 | 12,037 | — | ||||||||||||||
Total | $ | 521,060 | $ | 47,354 | $ | 202,120 | $ | 254,465 | $ | 17,121 | |||||||||
__________
(1) | The Company leases facilities and equipment under noncancelable operating leases. Rent expense was $2.7 million and $1.9 million for the six months ended June 30, 2020 and 2019, respectively. |
(2) | Represents scheduled debt obligations and estimated interest payments. |
(3) | Includes $78.5 million of current and noncurrent estimated contingent earnout liabilities at June 30, 2020. |
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Tax Receivable Agreement
We expect to obtain an increase in our share of our tax basis of the assets when BRP’s LLC Units are redeemed or exchanged for shares of BRP Group’s Class A common stock. This increase in tax basis may have the effect of reducing the future amounts paid to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.
We entered into a Tax Receivable Agreement on October 28, 2019 (the “Tax Receivable Agreement”) that provides for the payment by us to the parties to the Tax Receivable Agreement of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize as a result of (i) any increase in tax basis in BRP Group’s assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement.
During the six months ended June 30, 2020, we redeemed and repurchased LLC Units and shares of Class B common stock, which triggered an increase in BRP Group’s tax basis but did not result in a tax benefit to the LLC Unit holders.
SOURCES AND USES OF CASH
The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated:
For the Six Months Ended June 30, | |||||||||||
(in thousands) | 2020 | 2019 | Variance | ||||||||
Net cash provided by operating activities | $ | 43,644 | $ | 8,862 | $ | 34,782 | |||||
Net cash used in investing activities | (227,426 | ) | (77,541 | ) | (149,885 | ) | |||||
Net cash provided by financing activities | 317,147 | 76,513 | 240,634 | ||||||||
Net increase in cash and cash equivalents and restricted cash | 133,365 | 7,834 | 125,531 | ||||||||
Cash and cash equivalents and restricted cash at beginning of period | 71,071 | 7,995 | 63,076 | ||||||||
Cash and cash equivalents and restricted cash at end of period | $ | 204,436 | $ | 15,829 | $ | 188,607 | |||||
Operating Activities
The primary sources and uses of cash for operating activities are net income adjusted for non-cash items and changes in assets and liabilities, or operating working capital. Net cash provided by operating activities increased $34.8 million for the six months ended June 30, 2020 as compared to the same period of 2019 driven by a net increase in cash flows provided by growing premiums payable balances and an increase in net income (loss) adjusted for noncash items, offset in part by losses in revenues from profit-sharing and fees.
Investing Activities
The primary sources and uses of cash for investing activities relate to cash consideration paid to fund Partnerships and other investments, as well as capital expenditures. Net cash used in investing activities increased $149.9 million for the six months ended June 30, 2020 as compared to the same period of 2019. Cash consideration paid to fund Partnerships increased $148.2 million as a result of an increase in the number and size of Partnerships we completed during the first half of 2020 compared to the same period of 2019.
Financing Activities
The primary sources and uses of cash for financing activities relate to the issuance of our Class A common stock, borrowings from and repayment to our credit agreements, payment of debt issuance costs, payment of contingent and guaranteed earnout consideration, distributions and contributions, and other equity transactions. Net cash provided by financing activities increased $240.6 million for the six months ended June 30, 2020 as compared to the same period of 2019. During 2020, we received net proceeds of $135.3 million from the public offering of our Class A common stock after deducting underwriting discounts and commissions, offering expenses and the repurchase of LLC Units from our Chairman and other founders. In addition, net proceeds provided by borrowings on our Credit Agreements increased $91.1 million primarily as a result of borrowings to fund the two Partnerships during the second quarter of 2020.
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CRITICAL ACCOUNTING ESTIMATES
In preparing our financial statements in accordance with GAAP, we are required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, expenses, disclosure of contingent assets and liabilities and accompanying disclosures. We evaluate our estimates and assumptions on an ongoing basis. These estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances; although, actual results may differ from these estimates and assumptions. To the extent that there are differences between our estimates and actual results, our financial condition, results of operations and cash flows will be affected.
There have been no material changes in our critical accounting policies during the three months ended June 30, 2020 as compared to those disclosed in the Critical Accounting Estimates section under Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K filed with the SEC on March 24, 2020.
EMERGING GROWTH COMPANY STATUS
We are an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period for the implementation of new or revised accounting standards. We have elected to use the extended transition period for complying with new or revised accounting standards and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We have also elected to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments, if applicable.
We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, we have more than $700.0 million in market value of our stock held by non-affiliates (and we have been a public company for at least 12 months and have filed one annual report on Form 10-K) or we issue more than $1.0 billion of non-convertible debt securities over a three-year period.
RECENT ACCOUNTING PRONOUNCEMENTS
Please refer to Note 1 to our condensed consolidated financial statements included in Part I, Item 1. Financial Statements of this report for a discussion of recent accounting pronouncements that may impact us.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential loss arising from adverse changes in market rates and prices, such as premium amounts, interest rates and equity prices. We are exposed to market risk through our investments and borrowings under the JPMorgan Credit Agreement.
Our invested assets are held primarily as cash and cash equivalents, restricted cash, certificates of deposit, U.S. treasury securities and professionally managed short duration fixed income funds. These investments are subject to interest rate risk. The fair values of our invested assets at June 30, 2020 and December 31, 2019 approximated their respective carrying values due to their short-term duration and therefore, such market risk is not considered to be material.
Insurance premium pricing has historically been cyclical, based on the underwriting capacity of the insurance industry and economic conditions. External events, such as terrorist attacks, man-made and natural disasters, can also have significant impacts on the insurance market. We use the terms ‘‘soft market’’ and ‘‘hard market’’ to describe the business cycles experienced by the industry. A soft market is an insurance market characterized by a period of declining premium rates, which can negatively affect commissions earned by insurance agents. A hard market is an insurance market characterized by a period of rising premium rates, which, absent other changes, can positively affect commissions earned by insurance agents.
We do not actively invest or trade in equity securities. In addition, we generally dispose of any significant equity securities received in conjunction with an acquisition shortly after the acquisition date.
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At June 30, 2020, we had $226.0 million of borrowings outstanding under the JPMorgan Credit Agreement, which bears interest on a floating basis tied to either the prime rate or one of various other variable rates as defined in the JPMorgan Credit Agreement, and therefore is subject to changes in the associated interest expense. At June 30, 2020, the variable rate in effect for the JPMorgan Credit Agreement was LIBOR. Based on an increase of 25 and 50 basis points in the LIBOR at June 30, 2020 and the balance outstanding at such time, our annual interest expense for the JPMorgan Credit Agreement would have increased by $565,000 and $1,130,000, respectively.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, because of the material weaknesses in internal control over financial reporting described in this report, our disclosure controls and procedures were not effective as of June 30, 2020.
We previously reported four material weaknesses in the design and operation of our internal control over financial reporting that were identified in connection with the audit of our fiscal year 2018 consolidated financial statements. A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. The material weaknesses relate to (i) lack of sufficient number of personnel with the appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately; (ii) insufficient policies and procedures to achieve complete and accurate financial accounting, reporting and disclosures; (iii) insufficient policies and procedures to review, analyze, account for and disclose complex transactions; and (iv) failure to design and maintain controls over the operating effectiveness of information technology. During the quarter ended June 30, 2020, we continued the process of planning and implementing a number of steps to enhance our internal control over financial reporting and to address these material weaknesses, including the hiring of key personnel in the accounting department with technical accounting and financial reporting experience and have enhanced our internal review procedures during the financial statement close process. We are continuing to document and improve our processes, implement internal controls procedures and design and implement IT general computer controls. These material weaknesses still exist at June 30, 2020.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are 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 our consolidated financial position, results of operations or liquidity.
ITEM 1A. RISK FACTORS
See the risk factors outlined under Risk Factors in our Annual Report on Form 10-K filed with the SEC on March 24, 2020 and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2020 filed with the SEC on May 13, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Sales of Unregistered Securities
The following list sets forth information regarding all unregistered securities sold or issued by us in the three months ended June 30, 2020. No underwriters were involved in these sales. There was no general solicitation of investors or advertising, and we did not pay or give, directly or indirectly, any commission or other remuneration, in connection with the offering of these securities. In the transaction described below, the recipients of the securities represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in this transaction.
• | On April 1, 2020, as partial consideration for the acquisition by Baldwin Krystyn Sherman Partners, LLC ("BKS-Partners") of substantially all of the assets of IRP, BRP Group issued 814,640 shares of Class B common stock. |
• | On May 1, 2020, as partial consideration for the acquisition by BKS-Partners of substantially all of the assets of SPG, BRP Group issued 81,263 shares of Class B common stock. |
• | On June 1, 2020, as partial consideration for the acquisition by BKS-Partners of substantially all of the assets of Rosenthal, BRP Group issued 1,164,393 shares of Class B common stock. |
• | On June 1, 2020, as partial consideration for the acquisition by BKS-Partners of substantially all of the assets of TBA-RBA, BRP Group issued 2,458,652 shares of Class B common stock. |
The securities described above were issued to a limited number of investors, all of which had sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment, and for nominal consideration. The offer, sale and issuance of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering.
Use of Proceeds
On October 23, 2019, our registration statement on Form S-1 (File No. 333-233908) was declared effective by the SEC in connection with our initial public offering. At the closing of our initial public offering on October 28, 2019, we sold 18,859,300 shares of Class A common stock including 2,459,300 shares pursuant to the underwriters’ over-allotment option, which subsequently settled on November 26, 2019, at an initial public offering price of $14.00 per share and received gross proceeds of $264.0 million, which resulted in net proceeds to us of $246.2 million, after deducting underwriting discounts and commissions of $17.8 million and before fees and expenses incurred in connection with our initial public offering. J.P. Morgan Securities LLC, BofA Securities, Inc., Jefferies LLC, Wells Fargo Securities, LLC, Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc. acted as underwriters for our initial public offering.
We used the net proceeds from our initial public offering to acquire 14,000,000 newly-issued LLC Units from BRP, 1,800,000 LLC Units from Lowry Baldwin, our Chairman, and 600,000 LLC Units from Villages Invesco, one of our significant shareholders, at a purchase price per LLC Unit equal to the initial public offering price of Class A common stock after underwriting discounts and commissions.
BRP used a portion of the proceeds from the sale of LLC Units to BRP Group as follows: (i) $4.8 million to pay net fees and expenses incurred in connection with the Initial Public Offering and the Reorganization Transactions and (ii) $89.0 million to repay in full the outstanding indebtedness and accrued interest under the Villages Credit Agreement.
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During January and February 2020, we used $44.3 million of the proceeds to fund the consideration for four Partnerships, during April and May 2020, we used $36.0 million of the proceeds to fund the consideration for three Partnerships and during June 2020, we used $40.8 million of the proceeds to fund the consideration for two Partnerships.
Other than the net proceeds used to repay the Villages Credit Agreement as described above and to acquire 1,800,000 LLC Units from Lowry Baldwin, our Chairman, and 600,000 LLC Units from Villages Invesco, one of our significant shareholders, none of the net proceeds from our initial public offering were used to make payments, directly or indirectly, to (i) any of our directors, officers or their associates, (ii) any persons owning 10% or more of our common shares or (iii) any of our affiliates.
Issuer Purchases of Equity Securities
The following table provides information about our repurchase of shares of our Class A common stock during the three months ended June 30, 2020:
Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Value that may yet be Purchased under the Plans or Programs | ||||||||||
April 1, 2020 to April 30, 2020 | 33,789 | $ | 10.55 | — | $ | — | |||||||
May 1, 2020 to May 31, 2020 | — | — | — | — | |||||||||
June 1, 2020 to June 30, 2020 | — | — | — | — | |||||||||
Total | 33,789 | $ | 10.55 | — | $ | — | |||||||
__________
(1) | We purchased 33,789 shares during the three months ended June 30, 2020, which were acquired from our employees to cover required tax withholdings on the vesting of shares granted under the BRP Group, Inc. Omnibus Incentive Plan. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
The following exhibits are filed as a part of this Quarterly Report on Form 10-Q:
Exhibit No. | Description of Exhibit | |
10.1 | ||
31.1* | ||
31.2* | ||
32* | ||
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101) | |
__________
* | Filed or furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BRP GROUP, INC. | ||
Date: August 13, 2020 | By: | /s/ Trevor L. Baldwin |
Trevor L. Baldwin | ||
Chief Executive Officer | ||
Date: August 13, 2020 | By: | /s/ Kristopher A. Wiebeck |
Kristopher A. Wiebeck | ||
Chief Financial Officer | ||
47
EXHIBIT 31.1
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Trevor L. Baldwin, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of BRP Group, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Reserved]; |
(c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Trevor L. Baldwin |
Trevor L. Baldwin |
Chief Executive Officer |
Date: August 13, 2020 |
EXHIBIT 31.2
CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO SECURITIES EXCHANGE ACT RULE 13A-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kristopher A. Wiebeck, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of BRP Group, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: |
(a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Reserved]; |
(c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
/s/ Kristopher A. Wiebeck |
Kristopher A. Wiebeck |
Chief Financial Officer |
Date: August 13, 2020 |
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
The certification set forth below is being submitted in connection with BRP Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Trevor L. Baldwin, Chief Executive Officer, and Kristopher A. Wiebeck, Chief Financial Officer, of BRP Group, Inc. (the “Company”), each certify to the best of such officer’s knowledge, that:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: August 13, 2020 | By: | /s/ Trevor L. Baldwin |
Trevor L. Baldwin | ||
Chief Executive Officer | ||
Date: August 13, 2020 | By: | /s/ Kristopher A. Wiebeck |
Kristopher A. Wiebeck | ||
Chief Financial Officer | ||