BRP Group, Inc. Announces Fourth Quarter and Full Year 2021 Results

- Fourth Quarter 2021 Revenue Grew 129% Year-Over-Year to $159.2 Million -

- Full Year 2021 Revenue Grew 135% Year-Over-Year to $567.3 Million -

- Fourth Quarter 2021 Organic Revenue Growth(2) of 18% -

- Full Year 2021 Organic Revenue Growth(2) of 22% -

- Full Year 2021 “MGA of the Future” Revenue Growth of 47% -

- Full Year 2021 Total Revenue from Partnerships(6) of $206.2 million -

TAMPA, Fla.--()--BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), an independent insurance distribution firm, announced its results for the quarter and full year ended December 31, 2021.

FOURTH QUARTER 2021 HIGHLIGHTS

  • Revenue increased 129% year-over-year to $159.2 million
  • Pro Forma Revenue(1) grew 80% year-over-year to $170.0 million
  • Organic Revenue Growth(2) was 18% year-over-year
  • “MGA of the Future” revenue grew organically 36% year-over-year to $22.4 million
  • GAAP net loss of $44.4 million and GAAP loss per share of $0.41
  • Adjusted Net Income(3) grew 118% to $11.7 million, or $0.10(3) per fully diluted share
  • Adjusted EBITDA(4) grew 91% to $20.2 million
  • Adjusted EBITDA Margin(4) of 13%
  • Pro Forma Adjusted EBITDA(5) of $28.1 million and Pro Forma Adjusted EBITDA Margin(5) of 17%
  • “MGA of the Future” policies in force grew by 30,439 to 692,385 at December 31, 2021. Comparatively, in the fourth quarter 2020, policies in force grew sequentially by 24,069
  • Closed six Partner acquisitions during the fourth quarter 2021 that generated total revenue(6) of approximately $133.7 million for the 12-month period pre-acquisition

“We had an excellent close to an outstanding year for BRP Group, as we more than doubled our quarterly revenue year-over-year to $159.2 million, driven by our recent Partnerships, our ‘MGA of the Future’ platform and another quarter of strong organic growth, as highlighted by double-digit organic growth across all four operating groups in the fourth quarter,” said Trevor Baldwin, Chief Executive Officer of BRP Group. “Along with our rapid top-line growth, we were very active in completing six new Partnerships (including three Top 100 U.S. brokers) while maintaining a robust pipeline of additional opportunities. We are thrilled with our performance in 2021, having firmly established BRP Group as the premier destination for our industry's top talent and independent brokers, remaining well-positioned to continue delivering sustainable growth and creating stakeholder value in 2022 and beyond.”

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2021, cash and cash equivalents were $138.3 million and there was $846.6 million of long-term debt principal amount outstanding. The Company had outstanding borrowing capacity of $440.0 million under its revolving credit facility.

FULL YEAR 2021 HIGHLIGHTS

  • Revenue increased 135% year-over-year to $567.3 million
  • Pro Forma Revenue(1) grew 69% year-over-year to $719.3 million
  • Organic Revenue Growth(2) was 22% year-over-year
  • “MGA of the Future” revenue grew organically 47% to $85.5 million
  • GAAP net loss of $58.1 million and GAAP loss per share of $0.64
  • Adjusted Net Income(3) grew 141% to $80.6 million, or $0.80(3) per fully diluted share
  • Adjusted EBITDA(4) grew 157% to $112.9 million
  • Adjusted EBITDA Margin(4) of 20%
  • Pro Forma Adjusted EBITDA(5) of $175.0 million and Pro Forma Adjusted EBITDA Margin(5) of 24%
  • Closed 16 Partner acquisitions during 2021 that generated total revenue(6) of approximately $206.2 million for the 12-month period pre-acquisition

WEBCAST AND CONFERENCE CALL INFORMATION

BRP Group will host a webcast and conference call to discuss fourth quarter 2021 results today at 5:00 PM ET. A live webcast and a slide presentation of the conference call will be available on BRP Group’s investor relations website at ir.baldwinriskpartners.com. The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available at ir.baldwinriskpartners.com for one year following the call.

ABOUT BRP GROUP, INC.

BRP Group, Inc. (NASDAQ: BRP) is an independent insurance distribution firm delivering tailored insurance and risk management insights and solutions that give our Clients the peace of mind to pursue their purpose, passion and dreams. We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits, and support our Clients, Colleagues, Insurance Company Partners and communities through the deployment of vanguard resources and capital to drive our growth. BRP Group represents over 900,000 clients across the United States and internationally. For more information, please visit www.baldwinriskpartners.com.

FOOTNOTES

(1)

 

Pro Forma Revenue is a non-GAAP measure. Reconciliation of Pro Forma Revenue to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

 

(2)

Pro Forma Revenue is a non-GAAP measure. Reconciliation of Pro Forma Revenue to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

 

(3)

Adjusted Net Income and Adjusted Diluted EPS are non-GAAP measures. Reconciliation of Adjusted Net Income to net loss attributable to BRP Group,. and reconciliation of Adjusted Diluted EPS to diluted loss per share, the most directly comparable GAAP financial measures, are set forth in the reconciliation table accompanying this release.

 

(4)

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net loss, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

 

(5)

Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

 

(6)

Represents the aggregate revenues of Partners acquired during the relevant period presented, for the most recent trailing 12-month period prior to acquisition by the Company, in each case, at the time the due diligence was concluded based on a quality of earnings review and not an audit.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent BRP Group’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or BRP Group’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.

Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in BRP Group’s Annual Report on Form 10-K for the year ended December 31, 2021, and in BRP Group’s other filings with the SEC, which are available free of charge on the Securities and Exchange Commission's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to BRP Group or to persons acting on behalf of BRP Group are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and BRP Group does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.

 

BRP GROUP, INC.

Consolidated Statements of Comprehensive Loss

 

 

For the Three Months
Ended December 31,

 

For the Years
Ended December 31,

(in thousands, except share and per share data)

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

Commissions and fees

$

159,200

 

 

$

69,649

 

 

$

567,290

 

 

$

240,919

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Commissions, employee compensation and benefits

 

121,529

 

 

 

51,834

 

 

 

400,050

 

 

 

174,114

 

Other operating expenses

 

37,782

 

 

 

17,483

 

 

 

102,162

 

 

 

48,060

 

Amortization expense

 

14,845

 

 

 

5,807

 

 

 

48,720

 

 

 

19,038

 

Change in fair value of contingent consideration

 

22,033

 

 

 

7,819

 

 

 

45,196

 

 

 

20,516

 

Depreciation expense

 

868

 

 

 

466

 

 

 

2,788

 

 

 

1,129

 

Total operating expenses

 

197,057

 

 

 

83,409

 

 

 

598,916

 

 

 

262,857

 

 

 

 

 

 

 

 

 

Operating loss

 

(37,857

)

 

 

(13,760

)

 

 

(31,626

)

 

 

(21,938

)

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

Interest expense, net

 

(8,468

)

 

 

(5,303

)

 

 

(26,899

)

 

 

(7,857

)

Other income (expense), net

 

1,959

 

 

 

(72

)

 

 

424

 

 

 

(95

)

Total other expense

 

(6,509

)

 

 

(5,375

)

 

 

(26,475

)

 

 

(7,952

)

 

 

 

 

 

 

 

 

Loss before income taxes

 

(44,366

)

 

 

(19,135

)

 

 

(58,101

)

 

 

(29,890

)

Income tax expense (benefit)

 

19

 

 

 

(17

)

 

 

19

 

 

 

(5

)

Net loss

 

(44,385

)

 

 

(19,118

)

 

 

(58,120

)

 

 

(29,885

)

Less: net loss attributable to noncontrolling interests

 

(21,738

)

 

 

(8,810

)

 

 

(27,474

)

 

 

(14,189

)

Net loss attributable to BRP Group, Inc.

$

(22,647

)

 

$

(10,308

)

 

$

(30,646

)

 

$

(15,696

)

 

 

 

 

 

 

 

 

Comprehensive loss

$

(44,385

)

 

$

(19,118

)

 

$

(58,120

)

 

$

(29,885

)

Comprehensive loss attributable to noncontrolling interests

 

(21,738

)

 

 

(8,810

)

 

 

(27,474

)

 

 

(14,189

)

Comprehensive loss attributable to BRP Group, Inc.

 

(22,647

)

 

 

(10,308

)

 

 

(30,646

)

 

 

(15,696

)

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

$

(0.41

)

 

$

(0.29

)

 

$

(0.64

)

 

$

(0.58

)

Basic and diluted weighted-average shares of Class A common stock outstanding

 

54,874,756

 

 

 

35,527,936

 

 

 

47,587,866

 

 

 

27,175,705

 

 

BRP GROUP, INC.

Consolidated Balance Sheets

 

 

December 31,

(in thousands, except share and per share data)

 

 

2021

 

 

 

2020

 

Assets

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

138,292

 

 

$

108,462

 

Restricted cash

 

 

89,445

 

 

 

33,560

 

Premiums, commissions and fees receivable, net

 

 

340,837

 

 

 

155,501

 

Prepaid expenses and other current assets

 

 

8,151

 

 

 

4,447

 

Due from related parties

 

 

1,668

 

 

 

19

 

Total current assets

 

 

578,393

 

 

 

301,989

 

Property and equipment, net

 

 

17,474

 

 

 

11,019

 

Right-of-use assets

 

 

81,646

 

 

 

 

Other assets

 

 

25,586

 

 

 

11,084

 

Intangible assets, net

 

 

944,467

 

 

 

554,320

 

Goodwill

 

 

1,228,741

 

 

 

651,502

 

Total assets

 

$

2,876,307

 

 

$

1,529,914

 

Liabilities, Mezzanine Equity and StockholdersEquity

 

 

 

 

Current liabilities:

 

 

 

 

Premiums payable to insurance companies

 

$

310,045

 

 

$

135,576

 

Producer commissions payable

 

 

41,833

 

 

 

24,260

 

Accrued expenses and other current liabilities

 

 

92,223

 

 

 

51,490

 

Related party notes payable

 

 

61,500

 

 

 

 

Current portion of contingent earnout liabilities

 

 

35,088

 

 

 

6,094

 

Total current liabilities

 

 

540,689

 

 

 

217,420

 

Revolving line of credit

 

 

35,000

 

 

 

 

Long-term debt, less current portion

 

 

814,614

 

 

 

381,382

 

Contingent earnout liabilities, less current portion

 

 

223,501

 

 

 

158,725

 

Operating lease liabilities, less current portion

 

 

71,357

 

 

 

 

Other liabilities

 

 

3,590

 

 

 

2,419

 

Total liabilities

 

 

1,688,751

 

 

 

759,946

 

Commitments and contingencies

 

 

 

 

Mezzanine equity:

 

 

 

 

Redeemable noncontrolling interest

 

 

269

 

 

 

98

 

Stockholders’ equity:

 

 

 

 

Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 58,602,859 and 44,953,166 shares issued and outstanding at December 31, 2021 and 2020, respectively

 

 

586

 

 

 

450

 

Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 56,338,051 and 49,828,383 shares issued and outstanding at December 31, 2021 and 2020, respectively

 

 

6

 

 

 

5

 

Additional paid-in capital

 

 

663,002

 

 

 

392,139

 

Accumulated deficit

 

 

(54,992

)

 

 

(24,346

)

Stockholder notes receivable

 

 

(219

)

 

 

(465

)

Total stockholders’ equity attributable to BRP Group, Inc.

 

 

608,383

 

 

 

367,783

 

Noncontrolling interest

 

 

578,904

 

 

 

402,087

 

Total stockholders’ equity

 

 

1,187,287

 

 

 

769,870

 

Total liabilities, mezzanine equity and stockholders’ equity

 

$

2,876,307

 

 

$

1,529,914

 

 

BRP GROUP, INC.

Consolidated Statements of Cash Flows

 

 

For the Years Ended December 31,

(in thousands)

 

 

2021

 

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

Net loss

 

$

(58,120

)

 

$

(29,885

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

Depreciation and amortization

 

 

51,508

 

 

 

20,167

 

Change in fair value of contingent consideration

 

 

45,196

 

 

 

20,516

 

Share-based compensation expense

 

 

19,193

 

 

 

7,744

 

Amortization of deferred financing costs

 

 

3,506

 

 

 

1,002

 

Payment of contingent earnout consideration in excess of purchase price accrual

 

 

(4,825

)

 

 

(1,727

)

Other fair value adjustments

 

 

311

 

 

 

67

 

Change in fair value of interest rate caps

 

 

123

 

 

 

 

Changes in operating assets and liabilities, net of effect of acquisitions:

 

 

 

 

Premiums, commissions and fees receivable, net

 

 

(64,501

)

 

 

(6,828

)

Prepaid expenses and other assets

 

 

(8,032

)

 

 

(1,611

)

Due to/from related parties

 

 

(1,649

)

 

 

24

 

Right-of-use assets

 

 

(81,646

)

 

 

 

Accounts payable, accrued expenses and other current liabilities

 

 

55,188

 

 

 

27,348

 

Operating lease liabilities

 

 

83,877

 

 

 

 

Net cash provided by operating activities

 

 

40,129

 

 

 

36,817

 

Cash flows from investing activities:

 

 

 

 

Cash consideration paid for business combinations, net of cash received

 

 

(668,033

)

 

 

(669,236

)

Capital expenditures

 

 

(5,321

)

 

 

(5,469

)

Investment in business venture

 

 

(1,907

)

 

 

(1,250

)

Cash consideration paid for asset acquisitions, net of cash received

 

 

(3,212

)

 

 

(1,854

)

Net cash used in investing activities

 

 

(678,473

)

 

 

(677,809

)

Cash flows from financing activities:

 

 

 

 

Proceeds from issuance of Class A common stock, net of underwriting discounts

 

 

269,375

 

 

 

451,574

 

Purchase of LLC Units from shareholders

 

 

 

 

 

(78,274

)

Payment of offering costs

 

 

(1,054

)

 

 

(1,868

)

Payment of contingent and guaranteed earnout consideration

 

 

(7,723

)

 

 

(1,192

)

Proceeds from revolving line of credit

 

 

420,210

 

 

 

385,637

 

Repayments of revolving line of credit

 

 

(385,210

)

 

 

(325,000

)

Proceeds from long-term debt

 

 

441,430

 

 

 

286,331

 

Repayments of long-term debt

 

 

(5,630

)

 

 

(1,000

)

Payments of debt issuance and debt extinguishment costs

 

 

(1,124

)

 

 

(4,507

)

Proceeds received from repayment of stockholder/member notes receivable

 

 

246

 

 

 

223

 

Purchase of interest rate caps

 

 

(6,461

)

 

 

 

Other financing activity

 

 

 

 

 

19

 

Net cash provided by financing activities

 

 

724,059

 

 

 

711,943

 

Net increase in cash and cash equivalents and restricted cash

 

 

85,715

 

 

 

70,951

 

Cash and cash equivalents and restricted cash at beginning of year

 

 

142,022

 

 

 

71,071

 

Cash and cash equivalents and restricted cash at end of year

 

$

227,737

 

 

$

142,022

 

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA, Adjusted EBITDA Margin, Organic Revenue, Organic Revenue Growth, Adjusted Net Income, Adjusted Diluted Earnings Per Share (“EPS”), Pro Forma Revenue, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for Organic Revenue, Organic Revenue Growth and Pro Forma Revenue), net income (loss) (for Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA and Pro Forma 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), net income (loss) attributable to BRP Group, Inc. 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 Margin is a key metric used by management and our board of directors to assess our financial performance. We believe that Adjusted EBITDA Margin 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.

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, 2020 are excluded from Organic Revenue for 2020. However, after June 1, 2021, results from June 1, 2020 to December 31, 2020 for such Partners are compared to results from June 1, 2021 to December 31, 2021 for purposes of calculating Organic Revenue Growth in 2021. 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 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 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.

Pro Forma Revenue reflects GAAP revenue (commissions and fees), plus revenue from Partnerships in the unowned periods.

Pro Forma Adjusted EBITDA takes into account Adjusted EBITDA from Partnerships in the unowned periods and eliminates the effects of financing, depreciation and amortization. We define Pro Forma Adjusted EBITDA as pro forma 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 Pro Forma 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.

Pro Forma Adjusted EBITDA Margin is Pro Forma Adjusted EBITDA divided by Pro Forma Revenue. Pro Forma Adjusted EBITDA Margin is a key metric used by management and our board of directors to assess our financial performance. We believe that Pro Forma Adjusted EBITDA Margin 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 Pro Forma Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.

Adjusted EBITDA and Adjusted EBITDA Margin

The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net 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 December 31,

 

For the Years
Ended December 31,

(in thousands, except percentages)

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Commissions and fees

 

$

159,200

 

 

$

69,649

 

 

$

567,290

 

 

$

240,919

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(44,385

)

 

$

(19,118

)

 

$

(58,120

)

 

$

(29,885

)

Adjustments to net loss:

 

 

 

 

 

 

 

 

Amortization expense

 

 

14,845

 

 

 

5,807

 

 

 

48,720

 

 

 

19,038

 

Change in fair value of contingent consideration

 

 

22,033

 

 

 

7,819

 

 

 

45,196

 

 

 

20,516

 

Interest expense, net

 

 

8,468

 

 

 

5,303

 

 

 

26,899

 

 

 

7,857

 

Share-based compensation

 

 

7,272

 

 

 

2,387

 

 

 

19,193

 

 

 

7,744

 

Transaction-related Partnership expenses

 

 

7,956

 

 

 

7,079

 

 

 

19,182

 

 

 

13,851

 

Depreciation expense

 

 

868

 

 

 

466

 

 

 

2,788

 

 

 

1,129

 

Severance

 

 

390

 

 

 

 

 

 

871

 

 

 

89

 

Change in fair value of interest rate caps

 

 

(1,036

)

 

 

 

 

 

123

 

 

 

 

Income tax provision

 

 

19

 

 

 

(17

)

 

 

19

 

 

 

(5

)

Capital related expenses

 

 

 

 

 

87

 

 

 

 

 

 

1,087

 

Other

 

 

3,816

 

 

 

802

 

 

 

8,038

 

 

 

2,535

 

Adjusted EBITDA

 

$

20,246

 

 

$

10,615

 

 

$

112,909

 

 

$

43,956

 

Adjusted EBITDA Margin

 

 

13

%

 

 

15

%

 

 

20

%

 

 

18

%

 

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 December 31,

 

For the Years
Ended December 31,

(in thousands, except percentages)

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Commissions and fees

 

$

159,200

 

 

$

69,649

 

 

$

567,290

 

 

$

240,919

 

Partnership commissions and fees (1)

 

 

(75,888

)

 

 

(26,682

)

 

 

(272,272

)

 

 

(81,250

)

Organic Revenue (2)

 

$

83,312

 

 

$

42,967

 

 

$

295,018

 

 

$

159,669

 

Organic Revenue Growth (2)

 

$

12,904

 

 

$

6,387

 

 

$

54,004

 

 

$

21,780

 

Organic Revenue Growth % (2)

 

 

18

%

 

 

17

%

 

 

22

%

 

 

16

%

 

__________

(1)

Includes the first twelve months of such commissions and fees generated from newly acquired Partners. For the year ended December 31, 2021, amount is reduced by approximately $830,000 for the timing of certain cash receipts that were fully constrained under ASC Topic 606 in the post-partnership period for our partnership with Agency RM, which closed February 1, 2020.

(2)

Organic Revenue for the three and twelve months ended December 31, 2020 used to calculate Organic Revenue Growth for the three and twelve months ended December 31, 2021 was $70.4 million and $241.0 million, respectively, which is adjusted to reflect revenues from Partnerships that reached the twelve-month owned mark during the three and twelve months ended December 31, 2021.

Adjusted Net Income and Adjusted Diluted EPS

The following table reconciles Adjusted Net Income to net loss attributable to BRP Group, Inc. and reconciles Adjusted Diluted EPS to diluted net loss per share attributable to BRP Group, Inc. Class A common stock:

 

 

 

For the Three Months
Ended December 31,

 

For the Years
Ended December 31,

(in thousands, except percentages, share and per share data)

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Net loss attributable to BRP Group, Inc.

 

$

(22,647

)

 

$

(10,308

)

 

$

(30,646

)

 

$

(15,696

)

Net loss attributable to noncontrolling interests

 

 

(21,738

)

 

 

(8,810

)

 

 

(27,474

)

 

 

(14,189

)

Amortization expense

 

 

14,845

 

 

 

5,807

 

 

 

48,720

 

 

 

19,038

 

Change in fair value of contingent consideration

 

 

22,033

 

 

 

7,819

 

 

 

45,196

 

 

 

20,516

 

Share-based compensation

 

 

7,272

 

 

 

2,387

 

 

 

19,193

 

 

 

7,744

 

Transaction-related Partnership expenses

 

 

7,956

 

 

 

7,079

 

 

 

19,182

 

 

 

13,851

 

Amortization of deferred financing costs

 

 

1,205

 

 

 

618

 

 

 

3,506

 

 

 

1,002

 

Depreciation

 

 

868

 

 

 

466

 

 

 

2,788

 

 

 

1,129

 

Severance

 

 

390

 

 

 

 

 

 

871

 

 

 

89

 

Change in fair value of interest rate caps

 

 

(1,036

)

 

 

 

 

 

123

 

 

 

 

Capital related expenses

 

 

 

 

 

87

 

 

 

 

 

 

1,087

 

Other

 

 

3,816

 

 

 

802

 

 

 

8,038

 

 

 

2,535

 

Adjusted pre-tax income

 

 

12,964

 

 

 

5,947

 

 

 

89,497

 

 

 

37,106

 

Adjusted income taxes (1)

 

 

1,283

 

 

 

589

 

 

 

8,860

 

 

 

3,673

 

Adjusted Net Income

 

$

11,681

 

 

$

5,358

 

 

$

80,637

 

 

$

33,433

 

 

 

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding - diluted

 

 

54,875

 

 

 

35,528

 

 

 

47,588

 

 

 

27,176

 

Dilutive effect of unvested restricted shares of Class A common stock

 

 

2,710

 

 

 

832

 

 

 

1,982

 

 

 

571

 

Exchange of Class B shares (2)

 

 

55,638

 

 

 

46,280

 

 

 

51,811

 

 

 

45,147

 

Adjusted dilutive weighted-average shares outstanding

 

 

113,223

 

 

 

82,640

 

 

 

101,381

 

 

 

72,894

 

 

 

 

 

 

 

 

 

 

Adjusted Diluted EPS

 

$

0.10

 

 

$

0.06

 

 

$

0.80

 

 

$

0.46

 

 

 

 

 

 

 

 

 

 

Diluted net loss per share

 

$

(0.41

)

 

$

(0.29

)

 

$

(0.64

)

 

$

(0.58

)

Effect of exchange of Class B shares and net loss attributable to noncontrolling interests per share

 

 

0.02

 

 

 

0.06

 

 

 

0.07

 

 

 

0.17

 

Other adjustments to net loss per share

 

 

0.50

 

 

 

0.30

 

 

 

1.46

 

 

 

0.92

 

Adjusted income taxes per share

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.09

)

 

 

(0.05

)

Adjusted Diluted EPS

 

$

0.10

 

 

$

0.06

 

 

$

0.80

 

 

$

0.46

 

___________

(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.

Pro Forma Revenue

The following table reconciles Pro Forma Revenue and Pro Forma Revenue Growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure to Pro Forma Revenue:

 

 

 

For the Three Months
Ended December 31,

 

For the Years
Ended December 31,

 

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Commissions and fees

 

$

159,200

 

 

$

69,649

 

 

$

567,290

 

 

$

240,919

 

Revenue for Partnerships in the unowned period(1)

 

 

10,773

 

 

 

24,757

 

 

 

152,030

 

 

 

185,330

 

Pro Forma Revenue

 

$

169,973

 

 

$

94,406

 

 

$

719,320

 

 

$

426,249

 

Pro Forma Revenue Growth

 

$

75,567

 

 

$

57,845

 

 

$

293,071

 

 

$

273,639

 

Pro Forma Revenue Growth %

 

 

80

%

 

 

158

%

 

 

69

%

 

 

179

%

___________

(1)

The adjustments for the three months ended December 31, 2021 reflect commissions and fees revenue for Wood Guttman & Bogart Insurance Brokers, Construction Risk Partners, LLC, Brush Creek, LLC and Arcana Insurance Services, LP as if the Company had acquired the Partners on January 1, 2021. The adjustments for the three months ended December 31, 2020 reflect commissions and fees revenue for Insgroup, Inc., Armfield, Harrison & Thomas, Inc., Westward Insurance Services, Inc., Burnham Benefits Insurance Services, Inc. and Tanner, Ballew & Maloof, Inc. as if the Company had acquired the Partners on January 1, 2020. The adjustments for the year ended December 31, 2021 reflect commissions and fees revenue for LeaseTrack Services LLC/Effective Coverage LLC, Riley Financial, Inc., Tim Altman, Inc., Seniors’ Insurance Services of Washington, Inc., Mid-Continent Companies, Ltd., RogersGray Inc., EBSME, LLC, FounderShield LLC, The Capital Group, LLC, River Oak Risk, LLC, White Hill Plaza, Inc., Jacobson, Goldfarb & Scott, Inc, Wood Guttman & Bogart Insurance Brokers, Construction Risk Partners, LLC, Brush Creek, LLC and Arcana Insurance Services, LP as if the Company had acquired the Partners on January 1, 2021. The adjustments for the year ended December 31, 2020 reflect commissions and fees revenue for AgencyRM LLC, VibrantUSA Inc., Insurance Risk Partners, LLC, Southern Protective Group, LLC, Pendulum, LLC, Rosenthal Bros., Inc., Trinity Benefit Advisors, Inc./Russ Blakely & Associates, LLC, Fletcher Financial Group, Inc., Medicare Insurance Advisors, Inc., Insgroup, Inc., Armfield, Harrison & Thomas, Inc., Westward Insurance Services, Inc., Burnham Benefits Insurance Services, Inc. and Tanner, Ballew & Maloof, Inc. as if the Company had acquired the Partners on January 1, 2020. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.

Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin

The following table reconciles Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin to net loss, which we consider to be the most directly comparable GAAP financial measure to Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin:

 

 

 

For the Three Months
Ended December 31,

 

For the Years
Ended December 31,

 

 

 

2021

 

 

 

2020

 

 

 

2021

 

 

 

2020

 

Pro forma revenue

 

$

169,973

 

 

$

94,406

 

 

$

719,320

 

 

$

426,249

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(44,385

)

 

 

(19,118

)

 

 

(58,120

)

 

 

(29,885

)

Net income for Partnerships in the unowned period(1)

 

 

5,421

 

 

 

4,005

 

 

 

29,078

 

 

 

25,205

 

Pro forma net loss

 

 

(38,964

)

 

 

(15,113

)

 

 

(29,042

)

 

 

(4,680

)

Adjustments to pro forma net loss:

 

 

 

 

 

 

 

 

Amortization expense

 

 

16,451

 

 

 

10,439

 

 

 

68,805

 

 

 

43,965

 

Change in fair value of contingent consideration

 

 

22,033

 

 

 

7,819

 

 

 

45,196

 

 

 

20,516

 

Interest expense, net

 

 

9,333

 

 

 

5,586

 

 

 

39,852

 

 

 

22,290

 

Share-based compensation

 

 

7,272

 

 

 

2,387

 

 

 

19,193

 

 

 

7,744

 

Transaction-related Partnership expenses

 

 

7,956

 

 

 

7,079

 

 

 

19,182

 

 

 

13,851

 

Depreciation expense

 

 

868

 

 

 

746

 

 

 

2,788

 

 

 

2,474

 

Severance related to Partnership activity

 

 

390

 

 

 

 

 

 

871

 

 

 

89

 

Change in fair value of interest rate caps

 

 

(1,036

)

 

 

 

 

 

123

 

 

 

 

Income tax provision

 

 

19

 

 

 

(17

)

 

 

19

 

 

 

(5

)

Capital related expenses

 

 

 

 

 

87

 

 

 

 

 

 

1,087

 

Other

 

 

3,816

 

 

 

802

 

 

 

8,038

 

 

 

2,535

 

Pro Forma Adjusted EBITDA

 

$

28,138

 

 

$

19,815

 

 

$

175,025

 

 

$

109,866

 

Pro Forma Adjusted EBITDA Margin

 

 

17

%

 

 

21

%

 

 

24

%

 

 

26

%

___________

(1)

The adjustments for the three months ended December 31, 2021 reflect net income (loss) for Wood Guttman & Bogart Insurance Brokers, Construction Risk Partners, LLC, Brush Creek, LLC and Arcana Insurance Services, LP as if the Company had acquired the Partners on January 1, 2021. The adjustments for the three months ended December 31, 2020 reflect net income (loss) for Insgroup, Inc., Armfield, Harrison & Thomas, Inc., Westward Insurance Services, Inc., Burnham Benefits Insurance Services, Inc. and Tanner, Ballew & Maloof, Inc. as if the Company had acquired the Partners on January 1, 2020. The adjustments for the year ended December 31, 2021 reflect net income (loss) for LeaseTrack Services LLC/Effective Coverage LLC, Riley Financial, Inc., Tim Altman, Inc., Seniors’ Insurance Services of Washington, Inc., Mid-Continent Companies, Ltd., RogersGray Inc., EBSME, LLC, FounderShield LLC, The Capital Group, LLC, River Oak Risk, LLC, White Hill Plaza, Inc., Jacoson, Goldfarb & Scott, Inc, Wood Guttman & Bogart Insurance Brokers, Construction Risk Partners, LLC, Brush Creek, LLC and Arcana Insurance Services, LP as if the Company had acquired the Partners on January 1, 2021. The adjustments for the year ended December 31, 2020 reflect net income (loss) for AgencyRM LLC, VibrantUSA Inc., Insurance Risk Partners, LLC, Southern Protective Group, LLC, Pendulum, LLC, Rosenthal Bros., Inc., Trinity Benefit Advisors, Inc./Russ Blakely & Associates, LLC, Fletcher Financial Group, Inc., Medicare Insurance Advisors, Inc., Insgroup, Inc., Armfield, Harrison & Thomas, Inc., Westward Insurance Services, Inc., Burnham Benefits Insurance Services, Inc. and Tanner, Ballew & Maloof, Inc. as if the Company had acquired the Partners on January 1, 2020. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.

COMMONLY USED DEFINED TERMS

The following terms have the following meanings throughout this press release unless the context indicates or requires otherwise:

 

Amended LLC Agreement

Third Amended and Restated Limited Liability Company Agreement of Baldwin Risk Partners, LLC, as amended

 

ASC Topic 606

Accounting Standards Codification Topic 606, Revenue from Contracts with Customers

 

Clients

Our insureds

 

Colleagues

Our employees

 

GAAP

Accounting principles generally accepted in the United States of America

 

Partners

Companies that we have acquired, or in the case of asset acquisitions, the producers

 

Partnerships

Strategic acquisitions made by the Company

 

Contacts

INVESTOR RELATIONS
Bonnie Bishop, Executive Director
Baldwin Risk Partners
(813) 259-8032 | IR@baldwinriskpartners.com

PRESS
Rachel DeAngelo, Communications Manager
Baldwin Risk Partners
(813) 387-6842 | rdeangelo@baldwinriskpartners.com

Contacts

INVESTOR RELATIONS
Bonnie Bishop, Executive Director
Baldwin Risk Partners
(813) 259-8032 | IR@baldwinriskpartners.com

PRESS
Rachel DeAngelo, Communications Manager
Baldwin Risk Partners
(813) 387-6842 | rdeangelo@baldwinriskpartners.com