|
x
|
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
Delaware
|
|
|
|
|
|
61-1937225
|
|
|
(State or other jurisdiction of
|
|
|
|
|
(I.R.S. Employer
|
|
|
|
incorporation or organization)
|
|
|
|
|
Identification No.)
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Class A Common Stock, par value $0.01 per share
|
|
BRP
|
|
Nasdaq Global Select Market
|
Large accelerated filer
|
c
|
|
Accelerated filer
|
c
|
Non-accelerated filer
|
c
|
|
Smaller reporting company
|
x
|
|
|
|
Emerging growth company
|
x
|
|
|
|
|
|
Page
|
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|||
|
|
|
|
|
|
Book of Business
|
Insurance policies bound by us on behalf of our Clients
|
Clients
|
Our insureds
|
Colleagues
|
Our employees
|
Credit Agreements
|
The JPMorgan Credit Agreement and the Villages Credit Agreement, collectively
|
Fiduciary Partners
|
Fiduciary Partners Retirement Group, Inc., Fiduciary Partners Group, LLC and Fiduciary Partners Investment Consulting, LLC, a Middle Market Partnership effective July 1, 2019
|
Foundation Insurance
|
Foundation Insurance of Florida, LLC, a MainStreet Partnership effective August 1, 2019
|
Exchange Act
|
Securities Exchange Act of 1934, as amended
|
Initial Public Offering
|
BRP Group Inc.’s initial public offering of its Class A common stock completed on October 28, 2019 in which it sold 18,859,300 shares, including 2,459,300 shares pursuant to the underwriters’ over-allotment option that subsequently settled on November 26, 2019
|
Insurance Company Partners
|
Insurance companies with which we have a contractual relationship
|
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
|
Lykes
|
Lykes Insurance, Inc., a Middle Market Partnership effective March 1, 2019
|
MSI
|
Millennial Specialty Insurance LLC, a Specialty Partnership effective April 1, 2019
|
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
|
Pre-IPO LLC Members
|
Owners of LLC Units of Baldwin Risk Partners, LLC prior to the Initial Public Offering
|
Risk Advisors
|
Our producers
|
SEC
|
U.S. Securities and Exchange Commission
|
Securities Act
|
Securities Act of 1933, as amended
|
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
|
Villages Credit Agreement
|
Amended and restated credit agreement between Baldwin Risk Partners, LLC as borrower and Holding Company of the Villages, Inc. as lender entered into on March 13, 2019 and fully repaid and no longer outstanding in connection with the Initial Public Offering on October 28, 2019
|
•
|
BRP amended and restated its amended and restated limited liability company agreement (the “Amended LLC Agreement”) to, among other things, appoint BRP Group as the sole managing member of BRP and to modify BRP’s capital structure to reclassify the equity interests into a single class of LLC units (the “LLC Units”);
|
•
|
as sole managing member of BRP, BRP Group consolidates the financial results of BRP and a portion of the net income is allocated to the noncontrolling interest to reflect the entitlement of the owners of BRP’s outstanding equity interests (“BRP’s LLC Members”) to a portion of BRP’s net income;
|
•
|
through a series of internal transactions, BRP issued LLC Units to equity holders of its Partners (other than certain joint ventures) in exchange for all the equity interests in such Partners not held by BRP prior to such exchange;
|
•
|
BRP Group’s certificate of incorporation authorized the issuance of two classes of common stock including Class A common stock and Class B common stock, each of which entitles its holder to one vote per share on all matters submitted to a vote of the stockholders;
|
•
|
each of the owners of BRP LLC Units prior to the Initial Public Offering (the “Pre-IPO LLC Members”) was issued shares of BRP Group’s Class B common stock in an amount equal to the number of LLC Units held by each such member following the reclassification of the equity interest into LLC Units;
|
•
|
under the Amended LLC Agreement, BRP’s LLC Members have the right to require BRP to redeem all or a portion of their LLC Units for, at BRP Group’s election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment;
|
•
|
BRP Group and the Pre-IPO LLC Members entered into the Stockholders Agreement, which provides that approval by Pre-IPO LLC Members is required for certain corporate actions;
|
•
|
BRP Group used the net proceeds from the 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 The Villages Invesco, LLC (“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; and
|
•
|
BRP Group entered into the Tax Receivable Agreement, which provides for payment by BRP Group to BRP’s LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that BRP Group actually realizes.
|
•
|
increased capital-raising by insurance companies, which could result in new capital in the industry, which in turn may lead to lower insurance premiums and commissions;
|
•
|
insurance companies selling insurance directly to the insured without the involvement of a broker or other intermediary;
|
•
|
changes in our business compensation model as a result of regulatory developments;
|
•
|
federal and state governments establishing programs to provide property insurance in catastrophe-prone areas or other alternative market types of coverage that compete with, or completely replace, insurance products offered by insurance companies; and
|
•
|
increased competition from new market participants such as banks, accounting firms, consulting firms and Internet or other technology firms offering risk management, insurance brokerage services or new distribution channels for insurance, such as payroll firms.
|
•
|
the ultimate geographic spread and severity of COVID-19;
|
•
|
the duration of the outbreak;
|
•
|
business closures, travel restrictions, social distancing and other actions taken to contain and treat COVID-19; and
|
•
|
the effectiveness of actions taken in the United States and other countries to contain and treat the virus.
|
•
|
our Clients choosing to limit purchases of insurance due to declining business conditions, which would inhibit our ability to generate commission revenue and other revenue based on premiums placed;
|
•
|
travel restrictions and quarantines leading to a lack of in-person meetings, which would hinder our ability to establish relationships or originate new business; and
|
•
|
alternative working arrangements, including Colleagues working remotely, which could negatively impact our business should such arrangements remain for an extended period of time.
|
•
|
diversion of management time and focus from operating our core business to acquisition integration challenges;
|
•
|
excessive costs of deploying our business support and financial management tools in acquired companies;
|
•
|
failure to successfully integrate the Partner into our operations, including cultural challenges associated with integrating and retaining employees;
|
•
|
failure to achieve anticipated efficiencies or benefits, including through the loss of key clients or personnel of the Partner; and
|
•
|
failure to realize our strategic objectives for the Partner or further develop the Partner.
|
•
|
division of our board of directors into three classes of directors, with each class as equal in number as possible, serving staggered three-year terms;
|
•
|
until the Substantial Ownership Requirement is no longer met, BRP’s LLC Members may designate a majority of the nominees for election to our board of directors, including the nominee for election to serve as Chairman of our board of directors;
|
•
|
at any time after the Majority Ownership Requirement is no longer met, there will be:
|
•
|
restrictions on the ability of our stockholders to call a special meeting and the business that can be conducted at such meeting or to act by written consent;
|
•
|
supermajority approval requirements for amending or repealing provisions in the certificate of incorporation and by-laws;
|
•
|
removal of directors only for cause and by the affirmative vote of holders of 75% of the total voting power of our outstanding shares of common stock, voting together as a single class; and
|
•
|
a prohibition on business combinations with interested shareholders under Section 203 of the DGCL;
|
•
|
our ability to issue additional shares of Class A common stock and to issue preferred stock with terms that our board of directors may determine, in each case without stockholder approval (other than as specified in our certificate of incorporation);
|
•
|
the absence of cumulative voting in the election of directors; and
|
•
|
advance notice requirements for stockholder proposals and nominations.
|
•
|
market conditions in the broader stock market in general, or in our industry in particular;
|
•
|
actual or anticipated fluctuations in our quarterly financial and results of operations;
|
•
|
introduction of new products and services by us or our competitors;
|
•
|
issuance of new or changed securities analysts’ reports or recommendations;
|
•
|
investor perceptions of us and the industries in which we or our clients operate;
|
•
|
low trading volumes or sales, or anticipated sales, of large blocks of our Class A common stock, including those by our existing investors;
|
•
|
concentration of Class A common stock ownership;
|
•
|
additions or departures of key personnel;
|
•
|
regulatory or political developments;
|
•
|
litigation and governmental investigations; and
|
•
|
changing economic and political conditions.
|
•
|
general economic and business conditions;
|
•
|
our financial condition and operating results;
|
•
|
our available cash and current and anticipated cash needs;
|
•
|
our capital requirements;
|
•
|
contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including BRP) to us; and
|
•
|
such other factors as our board of directors may deem relevant.
|
•
|
In connection with the Reorganization Transactions incident to the Initial Public Offering, BRP Group issued 43,188,235 shares of Class B common stock to certain members of BRP, including certain members of BRP Group’s management and board of directors.
|
•
|
On December 27, 2019, BRP Group issued 69,503 shares of Class B common stock and LLC units to an executive officer outside of the Omnibus Plan in connection with a compensation arrangement.
|
•
|
On January 2, 2020, as partial consideration for the acquisitions by Baldwin Krystyn Sherman Partners, LLC and BRP Insurance Intermediary Holdings, LLC, each a BRP Group subsidiary, of substantially all of the assets of Lanier Upshaw, Inc. and Highland Risk Services LLC, respectively, BRP Group issued 389,727 shares of Class A common stock and 286,624 shares of Class B common stock.
|
•
|
On February 3, 2020, as partial consideration for the acquisitions by BRP Medicare Insurance Holdings III, LLC, a BRP Group subsidiary, of substantially all of the assets of AgencyRM LLC and VibrantUSA, Inc., BRP Group issued 97,807 shares of Class A common stock.
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Statement of Comprehensive Income (Loss) Data
|
|
|
|
|
|
|
||||||
Revenues (1)
|
|
$
|
137,841
|
|
|
$
|
79,880
|
|
|
$
|
48,015
|
|
Operating expenses
|
|
142,909
|
|
|
70,351
|
|
|
42,201
|
|
|||
Income (loss) from operations
|
|
(5,068
|
)
|
|
9,529
|
|
|
5,814
|
|
|||
Net income (loss)
|
|
(22,454
|
)
|
|
2,689
|
|
|
3,850
|
|
|||
Net income (loss) attributable to BRP Group
|
|
(8,650
|
)
|
|
(624
|
)
|
|
1,703
|
|
|||
Balance Sheet Data at Year End
|
|
|
|
|
|
|
||||||
Intangible assets, net
|
|
$
|
92,450
|
|
|
$
|
29,744
|
|
|
$
|
7,462
|
|
Goodwill
|
|
164,470
|
|
|
65,764
|
|
|
27,455
|
|
|||
Total assets
|
|
398,768
|
|
|
139,825
|
|
|
44,981
|
|
|||
Total debt
|
|
40,363
|
|
|
72,765
|
|
|
24,370
|
|
|||
Total equity (deficit)
|
|
237,251
|
|
|
(62,759
|
)
|
|
(39,919
|
)
|
|||
Total equity (deficit) attributable to BRP Group
|
|
73,285
|
|
|
(63,696
|
)
|
|
(40,466
|
)
|
|||
Other Financial Data
|
|
|
|
|
|
|
||||||
Adjusted EBITDA (2)
|
|
28,521
|
|
|
16,043
|
|
|
8,195
|
|
|||
Adjusted EBITDA Margin (2)
|
|
21
|
%
|
|
20
|
%
|
|
17
|
%
|
|||
Organic Revenue Growth % (2)
|
|
10
|
%
|
|
18
|
%
|
|
17
|
%
|
|||
Total revenue growth (3)
|
|
73
|
%
|
|
66
|
%
|
|
46
|
%
|
(1)
|
Revenues for the year ended December 31, 2017 do not reflect the adoption of ASC Topic 606, Revenue from Contracts with Customers, and ASC Topic 340, Other Assets and Deferred Costs.
|
(2)
|
Adjusted EBITDA, Adjusted EBITDA Margin and Organic Revenue Growth are non-GAAP measures. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information and a reconciliation to the mostly direct comparable GAAP financial measure.
|
(3)
|
Total revenue growth is calculated by dividing the change in total revenue by total revenue in the prior year.
|
|
|
For the Years Ended December 31,
|
|
|
||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Variance
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Commissions and fees
|
|
$
|
137,841
|
|
|
$
|
79,880
|
|
|
$
|
57,961
|
|
|
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
||||||
Commissions, employee compensation and benefits
|
|
96,955
|
|
|
51,654
|
|
|
45,301
|
|
|||
Other operating expenses
|
|
24,576
|
|
|
14,379
|
|
|
10,197
|
|
|||
Amortization expense
|
|
10,007
|
|
|
2,582
|
|
|
7,425
|
|
|||
Change in fair value of contingent consideration
|
|
10,829
|
|
|
1,228
|
|
|
9,601
|
|
|||
Depreciation expense
|
|
542
|
|
|
508
|
|
|
34
|
|
|||
Total operating expenses
|
|
142,909
|
|
|
70,351
|
|
|
72,558
|
|
|||
|
|
|
|
|
|
|
||||||
Operating income (loss)
|
|
(5,068
|
)
|
|
9,529
|
|
|
(14,597
|
)
|
|||
|
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(10,640
|
)
|
|
(6,625
|
)
|
|
(4,015
|
)
|
|||
Loss on extinguishment of debt
|
|
(6,732
|
)
|
|
—
|
|
|
(6,732
|
)
|
|||
Other income (expense), net
|
|
3
|
|
|
(215
|
)
|
|
218
|
|
|||
Total other expense
|
|
(17,369
|
)
|
|
(6,840
|
)
|
|
(10,529
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income (loss) before income taxes
|
|
(22,437
|
)
|
|
2,689
|
|
|
(25,126
|
)
|
|||
Income tax expense
|
|
17
|
|
|
—
|
|
|
17
|
|
|||
Net income (loss)
|
|
(22,454
|
)
|
|
2,689
|
|
|
(25,143
|
)
|
|||
Less: net income (loss) attributable to noncontrolling interests
|
|
(13,804
|
)
|
|
3,313
|
|
|
(17,117
|
)
|
|||
Net loss attributable to BRP Group, Inc.
|
|
$
|
(8,650
|
)
|
|
$
|
(624
|
)
|
|
$
|
(8,026
|
)
|
|
|
For the Years Ended December 31,
|
|
|
||||||||
(in thousands)
|
|
2019
|
|
2018
|
|
Variance
|
||||||
Direct bill revenue
|
|
$
|
70,835
|
|
|
$
|
52,210
|
|
|
$
|
18,625
|
|
Agency bill revenue
|
|
43,619
|
|
|
17,967
|
|
|
25,652
|
|
|||
Profit-sharing revenue
|
|
9,598
|
|
|
6,007
|
|
|
3,591
|
|
|||
Policy fee and installment fee revenue
|
|
8,154
|
|
|
—
|
|
|
8,154
|
|
|||
Consulting and service fee revenue
|
|
2,709
|
|
|
2,660
|
|
|
49
|
|
|||
Other income
|
|
2,926
|
|
|
1,036
|
|
|
1,890
|
|
|||
Total commissions and fees
|
|
$
|
137,841
|
|
|
$
|
79,880
|
|
|
$
|
57,961
|
|
•
|
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 stock-based compensation expense and other non-cash charges; and
|
•
|
exclude certain tax payments that may represent a reduction in cash available to us.
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Commissions and fees
|
|
$
|
137,841
|
|
|
$
|
79,880
|
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(22,454
|
)
|
|
$
|
2,689
|
|
Adjustments to net income (loss):
|
|
|
|
|
||||
Change in fair value of contingent consideration
|
|
10,829
|
|
|
1,228
|
|
||
Interest expense, net
|
|
10,640
|
|
|
6,625
|
|
||
Amortization expense
|
|
10,007
|
|
|
2,582
|
|
||
Loss on extinguishment of debt
|
|
6,732
|
|
|
—
|
|
||
Initial Public Offering expenses
|
|
4,739
|
|
|
—
|
|
||
Share-based compensation
|
|
4,561
|
|
|
1,549
|
|
||
Transaction-related Partnership expenses
|
|
2,204
|
|
|
682
|
|
||
Depreciation expense
|
|
542
|
|
|
508
|
|
||
Severance related to Partnership activity
|
|
329
|
|
|
—
|
|
||
Income tax provision
|
|
17
|
|
|
—
|
|
||
Other
|
|
375
|
|
|
180
|
|
||
Adjusted EBITDA
|
|
$
|
28,521
|
|
|
$
|
16,043
|
|
Adjusted EBITDA Margin
|
|
21
|
%
|
|
20
|
%
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Commissions and fees
|
|
$
|
137,841
|
|
|
$
|
79,880
|
|
New Revenue Standard (1)
|
|
—
|
|
|
(200
|
)
|
||
Partnership commissions and fees (2)
|
|
(50,163
|
)
|
|
(22,897
|
)
|
||
Organic Revenue (3)
|
|
$
|
87,678
|
|
|
$
|
56,783
|
|
Organic Revenue Growth (3)
|
|
7,780
|
|
|
8,794
|
|
||
Organic Revenue Growth % (3)
|
|
10
|
%
|
|
18
|
%
|
(1)
|
As discussed in Note 2 to our audited consolidated financial statements for the year ended December 31, 2019 included under Item 8 of this 10-K, the Company changed its method of accounting for commissions and fees from contracts with customers as a result of the adoption of ASC Topic 606, Revenue from Contracts with Customers, effective January 1, 2018, under the modified retrospective method. Under the modified retrospective method, the Company was not required to restate comparative financial information prior to the adoption of these standards and therefore such information presented prior to January 1, 2018 continues to be reported under the Company’s previous accounting policies. As such, an adjustment is made to remove the impact of the adoption from the calculation of organic growth when the impact is measured across periods that are not comparable.
|
(2)
|
Excludes the first twelve months of such commissions and fees generated from newly acquired Partners.
|
(3)
|
Organic Revenue for the year ended December 31, 2018 used to calculate Organic Revenue Growth for the year ended December 31, 2019 was $79.9 million, which is adjusted to reflect revenues from Partnerships that reached the twelve-month owned mark during the year ended December 31, 2019.
|
(in thousands)
|
|
For the Year Ended December 31, 2019
|
||
Net loss attributable to BRP Group, Inc.
|
|
$
|
(8,650
|
)
|
Net loss attributable to noncontrolling interests
|
|
(13,804
|
)
|
|
Change in fair value of contingent consideration
|
|
10,829
|
|
|
Amortization expense
|
|
10,007
|
|
|
Loss on extinguishment of debt
|
|
6,732
|
|
|
Initial Public Offering expenses
|
|
4,739
|
|
|
Share-based compensation
|
|
4,561
|
|
|
Transaction-related Partnership expenses
|
|
2,204
|
|
|
Amortization of deferred financing costs
|
|
1,312
|
|
|
Severance related to Partnership activity
|
|
329
|
|
|
Other
|
|
375
|
|
|
Adjusted pre-tax income
|
|
18,634
|
|
|
Adjusted income taxes (1)
|
|
1,845
|
|
|
Adjusted Net Income
|
|
$
|
16,789
|
|
|
|
|
||
Weighted-average shares of Class A common stock outstanding - diluted
|
|
17,917
|
|
|
Dilutive effect off unvested restricted shares of Class A common stock
|
|
330
|
|
|
Exchange of Class B shares (2)
|
|
43,194
|
|
|
Adjusted dilutive weighted-average shares outstanding
|
|
61,441
|
|
|
|
|
|
||
Adjusted Diluted EPS
|
|
$
|
0.27
|
|
|
|
|
||
Diluted net loss per share
|
|
$
|
(0.48
|
)
|
Effect of exchange of Class B shares and net loss attributable to noncontrolling interests per share
|
|
0.11
|
|
|
Other adjustments to net loss per share
|
|
0.67
|
|
|
Adjusted income taxes per share
|
|
(0.03
|
)
|
|
Adjusted Diluted EPS
|
|
$
|
0.27
|
|
(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.
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
Variance
|
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent Change from Prior Year
|
|||||||||
Commissions and fees by Operating Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Middle Market
|
|
$
|
56,394
|
|
|
41
|
%
|
|
$
|
36,629
|
|
|
46
|
%
|
|
$
|
19,765
|
|
|
54
|
%
|
Specialty
|
|
44,913
|
|
|
33
|
%
|
|
12,729
|
|
|
16
|
%
|
|
32,184
|
|
|
253
|
%
|
|||
MainStreet
|
|
25,533
|
|
|
19
|
%
|
|
20,940
|
|
|
26
|
%
|
|
4,593
|
|
|
22
|
%
|
|||
Medicare
|
|
11,001
|
|
|
8
|
%
|
|
9,582
|
|
|
12
|
%
|
|
1,419
|
|
|
15
|
%
|
|||
|
|
$
|
137,841
|
|
|
|
|
$
|
79,880
|
|
|
|
|
$
|
57,961
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
Variance
|
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent Change from Prior Year
|
|||||||||
Commissions, employee compensation and benefits by Operating Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Middle Market
|
|
$
|
37,560
|
|
|
39
|
%
|
|
$
|
25,905
|
|
|
50
|
%
|
|
$
|
11,655
|
|
|
45
|
%
|
Specialty
|
|
32,505
|
|
|
34
|
%
|
|
9,437
|
|
|
18
|
%
|
|
23,068
|
|
|
244
|
%
|
|||
MainStreet
|
|
14,727
|
|
|
15
|
%
|
|
11,237
|
|
|
22
|
%
|
|
3,490
|
|
|
31
|
%
|
|||
Medicare
|
|
5,576
|
|
|
6
|
%
|
|
4,503
|
|
|
9
|
%
|
|
1,073
|
|
|
24
|
%
|
|||
Corporate and Other
|
|
6,587
|
|
|
7
|
%
|
|
572
|
|
|
1
|
%
|
|
6,015
|
|
|
n/m
|
|
|||
|
|
$
|
96,955
|
|
|
|
|
$
|
51,654
|
|
|
|
|
$
|
45,301
|
|
|
|
n/m
|
not meaningful
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
Variance
|
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent Change from Prior Year
|
|||||||||
Other operating expenses by Operating Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Middle Market
|
|
$
|
8,396
|
|
|
34
|
%
|
|
$
|
6,083
|
|
|
42
|
%
|
|
$
|
2,313
|
|
|
38
|
%
|
Specialty
|
|
3,318
|
|
|
14
|
%
|
|
1,285
|
|
|
9
|
%
|
|
2,033
|
|
|
158
|
%
|
|||
MainStreet
|
|
3,888
|
|
|
16
|
%
|
|
3,562
|
|
|
25
|
%
|
|
326
|
|
|
9
|
%
|
|||
Medicare
|
|
2,079
|
|
|
8
|
%
|
|
1,779
|
|
|
12
|
%
|
|
300
|
|
|
17
|
%
|
|||
Corporate and Other
|
|
6,895
|
|
|
28
|
%
|
|
1,670
|
|
|
12
|
%
|
|
5,225
|
|
|
313
|
%
|
|||
|
|
$
|
24,576
|
|
|
|
|
$
|
14,379
|
|
|
|
|
$
|
10,197
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
Variance
|
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent Change from Prior Year
|
|||||||||
Amortization by Operating Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Middle Market
|
|
$
|
1,861
|
|
|
19
|
%
|
|
$
|
588
|
|
|
23
|
%
|
|
$
|
1,273
|
|
|
216
|
%
|
Specialty
|
|
6,466
|
|
|
65
|
%
|
|
909
|
|
|
35
|
%
|
|
5,557
|
|
|
n/m
|
|
|||
MainStreet
|
|
1,280
|
|
|
13
|
%
|
|
756
|
|
|
29
|
%
|
|
524
|
|
|
69
|
%
|
|||
Medicare
|
|
381
|
|
|
4
|
%
|
|
259
|
|
|
10
|
%
|
|
122
|
|
|
47
|
%
|
|||
Corporate and Other
|
|
19
|
|
|
—
|
%
|
|
70
|
|
|
3
|
%
|
|
(51
|
)
|
|
(73
|
)%
|
|||
|
|
$
|
10,007
|
|
|
|
|
$
|
2,582
|
|
|
|
|
$
|
7,425
|
|
|
|
n/m
|
not meaningful
|
|
|
For the Years Ended December 31,
|
|
|
|
|
|||||||||||||||
|
|
2019
|
|
2018
|
|
Variance
|
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent of Business
|
|
Amount
|
|
Percent Change from Prior Year
|
|||||||||
Change in fair value of contingent consideration by Operating Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Middle Market
|
|
$
|
(1,378
|
)
|
|
(13
|
)%
|
|
$
|
325
|
|
|
26
|
%
|
|
$
|
(1,703
|
)
|
|
n/m
|
|
Specialty
|
|
13,513
|
|
|
125
|
%
|
|
383
|
|
|
31
|
%
|
|
13,130
|
|
|
n/m
|
|
|||
MainStreet
|
|
(971
|
)
|
|
(9
|
)%
|
|
520
|
|
|
42
|
%
|
|
(1,491
|
)
|
|
(287
|
)%
|
|||
Medicare
|
|
(335
|
)
|
|
(3
|
)%
|
|
—
|
|
|
—
|
%
|
|
(335
|
)
|
|
—
|
%
|
|||
|
|
$
|
10,829
|
|
|
|
|
$
|
1,228
|
|
|
|
|
$
|
9,601
|
|
|
|
n/m
|
not meaningful
|
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
|
|
For the Years Ended December 31,
|
|
|
||||||||
|
2019
|
|
2018
|
|
Variance
|
||||||
Net cash provided by operating activities
|
$
|
12,014
|
|
|
$
|
11,793
|
|
|
$
|
221
|
|
Net cash used in investing activities
|
(101,020
|
)
|
|
(42,526
|
)
|
|
(58,494
|
)
|
|||
Net cash provided by financing activities
|
152,082
|
|
|
35,605
|
|
|
116,477
|
|
|||
Net increase in cash and cash equivalents and restricted cash
|
63,076
|
|
|
4,872
|
|
|
58,204
|
|
|||
Cash and cash equivalents and restricted cash at beginning of year
|
7,995
|
|
|
3,123
|
|
|
4,872
|
|
|||
Cash and cash equivalents and restricted cash at end of year
|
$
|
71,071
|
|
|
$
|
7,995
|
|
|
$
|
63,076
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Operating leases (1)
|
$
|
41,195
|
|
|
$
|
4,586
|
|
|
$
|
10,860
|
|
|
$
|
9,007
|
|
|
$
|
16,742
|
|
Debt obligations payable (2)
|
49,180
|
|
|
1,539
|
|
|
3,078
|
|
|
44,563
|
|
|
—
|
|
|||||
Maximum future acquisition contingency payments (3)
|
103,888
|
|
|
7,112
|
|
|
95,839
|
|
|
937
|
|
|
—
|
|
|||||
Total
|
$
|
194,263
|
|
|
$
|
13,237
|
|
|
$
|
109,777
|
|
|
$
|
54,507
|
|
|
$
|
16,742
|
|
(1)
|
The Company leases facilities and equipment under noncancelable operating leases. Rent expense was $4.2 million and $3.0 million for the years ended December 31, 2019 and 2018, respectively.
|
(2)
|
Represents scheduled debt obligation and interest payments.
|
(3)
|
Includes $48.8 million of current and noncurrent estimated contingent earnout liabilities at December 31, 2019.
|
•
|
we will record an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the redemption or exchange;
|
•
|
to the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, we will reduce the deferred tax asset with a valuation allowance; and
|
•
|
we will record 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the Tax Receivable Agreement and the remaining 15% of the estimated realizable tax benefit as an increase to additional paid-in capital.
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
BRP Group, Inc. Financial Statements
|
|
|
|
||
|
||
|
||
|
||
Notes to Consolidated Financial Statements
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
December 31,
|
||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
67,689
|
|
|
$
|
7,995
|
|
Restricted cash
|
|
3,382
|
|
|
—
|
|
||
Premiums, commissions and fees receivable, net
|
|
58,793
|
|
|
29,385
|
|
||
Prepaid expenses and other current assets
|
|
3,019
|
|
|
1,097
|
|
||
Due from related parties
|
|
43
|
|
|
117
|
|
||
Total current assets
|
|
132,926
|
|
|
38,594
|
|
||
Property and equipment, net
|
|
3,322
|
|
|
2,148
|
|
||
Other assets
|
|
5,600
|
|
|
3,575
|
|
||
Intangible assets, net
|
|
92,450
|
|
|
29,744
|
|
||
Goodwill
|
|
164,470
|
|
|
65,764
|
|
||
Total assets
|
|
$
|
398,768
|
|
|
$
|
139,825
|
|
Liabilities, Mezzanine Equity and Stockholders’/Members’ Equity (Deficit)
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Premiums payable to insurance companies
|
|
$
|
50,541
|
|
|
$
|
23,196
|
|
Producer commissions payable
|
|
7,470
|
|
|
3,955
|
|
||
Accrued expenses and other current liabilities
|
|
12,334
|
|
|
5,247
|
|
||
Current portion of long-term debt
|
|
—
|
|
|
527
|
|
||
Current portion of contingent earnout liabilities
|
|
2,480
|
|
|
302
|
|
||
Total current liabilities
|
|
72,825
|
|
|
33,227
|
|
||
Revolving lines of credit
|
|
40,363
|
|
|
33,861
|
|
||
Related party debt
|
|
—
|
|
|
36,880
|
|
||
Long-term debt, less current portion
|
|
—
|
|
|
1,497
|
|
||
Contingent earnout liabilities, less current portion
|
|
46,289
|
|
|
8,947
|
|
||
Other liabilities
|
|
2,017
|
|
|
2,610
|
|
||
Total liabilities
|
|
161,494
|
|
|
117,022
|
|
||
Commitments and contingencies (Note 24)
|
|
|
|
|
||||
Mezzanine equity:
|
|
|
|
|
||||
Redeemable noncontrolling interest
|
|
23
|
|
|
46,208
|
|
||
Redeemable members’ capital
|
|
—
|
|
|
39,354
|
|
||
Stockholders’/members’ equity (deficit):
|
|
|
|
|
||||
Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 19,362,984 shares issued and outstanding at December 31, 2019
|
|
194
|
|
|
—
|
|
||
Class B common stock, par value $0.0001 per share, 50,000,000 shares authorized; 43,257,738 shares issued and outstanding at December 31, 2019
|
|
4
|
|
|
—
|
|
||
Additional paid-in capital
|
|
82,425
|
|
|
—
|
|
||
Retained earnings (deficit)
|
|
(8,650
|
)
|
|
—
|
|
||
Members’ deficit
|
|
—
|
|
|
(63,606
|
)
|
||
Notes receivable from stockholders/members
|
|
(688
|
)
|
|
(90
|
)
|
||
Total stockholders’ equity attributable to BRP Group, Inc./ members’ equity (deficit)
|
|
73,285
|
|
|
(63,696
|
)
|
||
Noncontrolling interest
|
|
163,966
|
|
|
937
|
|
||
Total stockholders’/members’ equity (deficit)
|
|
237,251
|
|
|
(62,759
|
)
|
||
Total liabilities, mezzanine equity and stockholders’/members’ equity (deficit)
|
|
$
|
398,768
|
|
|
$
|
139,825
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Assets of Consolidated Variable Interest Entities That Can Only be Used to Settle the Obligations of Consolidated Variable Interest Entities:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
47
|
|
|
$
|
796
|
|
Premiums, commissions and fees receivable, net
|
|
75
|
|
|
3,902
|
|
||
Prepaid expenses and other current assets
|
|
—
|
|
|
69
|
|
||
Due from related parties
|
|
—
|
|
|
13
|
|
||
Total current assets
|
|
122
|
|
|
4,780
|
|
||
Property and equipment, net
|
|
31
|
|
|
115
|
|
||
Other assets
|
|
7
|
|
|
2
|
|
||
Goodwill
|
|
—
|
|
|
4,035
|
|
||
Total assets
|
|
$
|
160
|
|
|
$
|
8,932
|
|
Liabilities of Consolidated Variable Interest Entities for Which Creditors Do Not Have Recourse to the Company:
|
|
|
|
|
||||
Premiums payable to insurance companies
|
|
$
|
6
|
|
|
$
|
2,078
|
|
Producer commissions payable
|
|
15
|
|
|
514
|
|
||
Accrued expenses and other current liabilities
|
|
29
|
|
|
320
|
|
||
Total liabilities
|
|
$
|
50
|
|
|
$
|
2,912
|
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands, except share and per share data)
|
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
|
||||
Commissions and fees
|
|
$
|
137,841
|
|
|
$
|
79,880
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
||||
Commissions, employee compensation and benefits
|
|
96,955
|
|
|
51,654
|
|
||
Other operating expenses
|
|
24,576
|
|
|
14,379
|
|
||
Amortization expense
|
|
10,007
|
|
|
2,582
|
|
||
Change in fair value of contingent consideration
|
|
10,829
|
|
|
1,228
|
|
||
Depreciation expense
|
|
542
|
|
|
508
|
|
||
Total operating expenses
|
|
142,909
|
|
|
70,351
|
|
||
|
|
|
|
|
||||
Operating income (loss)
|
|
(5,068
|
)
|
|
9,529
|
|
||
|
|
|
|
|
||||
Other income (expense):
|
|
|
|
|
||||
Interest expense, net
|
|
(10,640
|
)
|
|
(6,625
|
)
|
||
Loss on extinguishment of debt
|
|
(6,732
|
)
|
|
—
|
|
||
Other income (expense), net
|
|
3
|
|
|
(215
|
)
|
||
Total other expense
|
|
(17,369
|
)
|
|
(6,840
|
)
|
||
|
|
|
|
|
||||
Income (loss) before income taxes
|
|
(22,437
|
)
|
|
2,689
|
|
||
Income tax expense
|
|
17
|
|
|
—
|
|
||
Net income (loss)
|
|
(22,454
|
)
|
|
2,689
|
|
||
Less: net income (loss) attributable to noncontrolling interests
|
|
(13,804
|
)
|
|
3,313
|
|
||
Net loss attributable to BRP Group, Inc.
|
|
$
|
(8,650
|
)
|
|
$
|
(624
|
)
|
|
|
|
|
|
||||
Comprehensive income (loss)
|
|
$
|
(22,454
|
)
|
|
$
|
2,689
|
|
Comprehensive income (loss) attributable to noncontrolling interests
|
|
(13,804
|
)
|
|
3,313
|
|
||
Comprehensive loss attributable to BRP Group, Inc.
|
|
(8,650
|
)
|
|
(624
|
)
|
||
|
|
|
|
|
||||
Basic and diluted net loss per share
|
|
$
|
(0.48
|
)
|
|
|
||
Basic and diluted weighted-average shares of Class A common stock outstanding
|
|
17,916,735
|
|
|
|
|
Stockholders’/Members’ Equity (Deficit)
|
|
|
Mezzanine Equity
|
||||||||||||||||||||||||||||||||||||||||||
|
Class A Common Stock
|
|
Class B Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
(in thousands, except share data)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
APIC
|
|
Retained Earnings (Deficit)
|
|
Members’ Deficit
|
|
Notes Receivable from Stockholders /Members
|
|
Non-controlling Interest
|
|
Total
|
|
|
Redeemable Noncontrolling Interest
|
|
Redeemable Members’ Capital
|
||||||||||||||||||||||
Balance at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(40,466
|
)
|
|
$
|
—
|
|
|
$
|
547
|
|
|
$
|
(39,919
|
)
|
|
|
$
|
23,474
|
|
|
$
|
22,504
|
|
Adjustment to opening retained earnings due to adoption of ASC Topic 606
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,608
|
|
|
—
|
|
|
185
|
|
|
6,793
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Adjusted beginning balance after adoption of ASC Topic 606
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,858
|
)
|
|
—
|
|
|
732
|
|
|
(33,126
|
)
|
|
|
23,474
|
|
|
22,504
|
|
||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(408
|
)
|
|
—
|
|
|
(157
|
)
|
|
(565
|
)
|
|
|
3,470
|
|
|
(216
|
)
|
||||||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
137
|
|
|
|
83
|
|
|
—
|
|
||||||||||
Contributions through issuance of Member note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
(180
|
)
|
|
|
—
|
|
|
—
|
|
||||||||||
Repayment of Member note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Issuance and vesting of Management Incentive Unit to Members
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
309
|
|
|
—
|
|
|
—
|
|
|
309
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Issuance of Voting Common Units to redeemable common equity holder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3,009
|
|
||||||||||
Issuance of Non-Voting Common Units to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|
289
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Noncontrolling interest issued in business combinations and asset acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
13,475
|
|
|
—
|
|
||||||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,640
|
)
|
|
—
|
|
|
—
|
|
|
(25,640
|
)
|
|
|
10,092
|
|
|
15,548
|
|
||||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,009
|
)
|
|
—
|
|
|
(64
|
)
|
|
(4,073
|
)
|
|
|
(4,386
|
)
|
|
(1,491
|
)
|
||||||||||
Balance at December 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,606
|
)
|
|
$
|
(90
|
)
|
|
937
|
|
|
(62,759
|
)
|
|
|
46,208
|
|
|
39,354
|
|
|||||||||
Activity prior to the Initial Public Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
602
|
|
|
—
|
|
|
126
|
|
|
728
|
|
|
|
4,119
|
|
|
699
|
|
||||||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
35
|
|
|
—
|
|
||||||||||
Contributions through issuance of Member note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|
47
|
|
|
(263
|
)
|
|
|
263
|
|
|
—
|
|
||||||||||
Repayment of Member note receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
160
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Issuance and vesting of Management Incentive Units to Members
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
|
—
|
|
|
—
|
|
|
1,334
|
|
|
|
—
|
|
|
—
|
|
|
Stockholders’/Members’ Equity (Deficit)
|
|
|
Mezzanine Equity
|
||||||||||||||||||||||||||||||||||||||||||
|
Class A Common Stock
|
|
Class B Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
(in thousands, except share data)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
APIC
|
|
Retained Earnings (Deficit)
|
|
Members’ Deficit
|
|
Notes Receivable from Stockholders /Members
|
|
Non-controlling Interest
|
|
Total
|
|
|
Redeemable Noncontrolling Interest
|
|
Redeemable Members’ Capital
|
||||||||||||||||||||||
Issuance of Voting Common Units to redeemable common equity holder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
5,509
|
|
||||||||||
Issuance of Non-Voting Common Units to Members and noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
612
|
|
|
—
|
|
|
386
|
|
|
998
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Repurchase of Voting Common Units from Members
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(11,177
|
)
|
||||||||||
Repurchase redemption value adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(1,323
|
)
|
||||||||||
Noncontrolling interest issued in business combinations and asset acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
1,000
|
|
|
|
37,637
|
|
|
—
|
|
||||||||||
Change in the redemption value of redeemable interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143,413
|
)
|
|
—
|
|
|
—
|
|
|
(143,413
|
)
|
|
|
52,209
|
|
|
91,204
|
|
||||||||||
Distributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,122
|
)
|
|
—
|
|
|
(94
|
)
|
|
(3,216
|
)
|
|
|
(6,182
|
)
|
|
(1,151
|
)
|
||||||||||
Effect of the Initial Public Offering and Reorganization Transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Issuance of Class A common stock in Offering, net of underwriting discounts and offering costs
|
18,859,300
|
|
|
189
|
|
|
—
|
|
|
—
|
|
|
209,847
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210,036
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Effect of Reorganization Transactions
|
227,050
|
|
|
2
|
|
|
43,188,235
|
|
|
4
|
|
|
(127,624
|
)
|
|
—
|
|
|
207,593
|
|
|
(452
|
)
|
|
180,315
|
|
|
259,838
|
|
|
|
(134,261
|
)
|
|
(123,115
|
)
|
||||||||||
Activity subsequent to the Initial Public Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,650
|
)
|
|
—
|
|
|
—
|
|
|
(19,340
|
)
|
|
(27,990
|
)
|
|
|
(10
|
)
|
|
—
|
|
||||||||||
Contributions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5
|
|
|
—
|
|
||||||||||
Share-based compensation
|
276,634
|
|
|
3
|
|
|
69,503
|
|
|
—
|
|
|
202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
589
|
|
|
794
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Repayment of Stockholder notes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
|
—
|
|
|
—
|
|
||||||||||
Balance at December 31, 2019
|
19,362,984
|
|
|
$
|
194
|
|
|
43,257,738
|
|
|
$
|
4
|
|
|
$
|
82,425
|
|
|
$
|
(8,650
|
)
|
|
$
|
—
|
|
|
$
|
(688
|
)
|
|
$
|
163,966
|
|
|
$
|
237,251
|
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
(22,454
|
)
|
|
$
|
2,689
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
10,549
|
|
|
3,090
|
|
||
Amortization of deferred financing costs
|
|
1,312
|
|
|
118
|
|
||
Loss on extinguishment of debt
|
|
6,732
|
|
|
—
|
|
||
Issuance of Voting Common Units to redeemable common equity holder
|
|
—
|
|
|
3,009
|
|
||
Issuance and vesting of Management Incentive Units to Members
|
|
1,334
|
|
|
309
|
|
||
Participation unit compensation
|
|
50
|
|
|
158
|
|
||
Stock-based compensation expense
|
|
3,227
|
|
|
1,240
|
|
||
Change in fair value of contingent consideration
|
|
10,829
|
|
|
1,228
|
|
||
Payment of contingent earnout consideration in excess of purchase price accrual
|
|
(8
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|
||||
Premiums, commissions and fees receivable, net
|
|
(6,000
|
)
|
|
663
|
|
||
Prepaid expenses and other assets
|
|
(2,631
|
)
|
|
(1,347
|
)
|
||
Due from related parties
|
|
74
|
|
|
(117
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
9,000
|
|
|
1,306
|
|
||
Other liabilities
|
|
—
|
|
|
(553
|
)
|
||
Net cash provided by operating activities
|
|
12,014
|
|
|
11,793
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(1,718
|
)
|
|
(525
|
)
|
||
Investment in business venture
|
|
(200
|
)
|
|
—
|
|
||
Cash consideration paid for asset acquisitions, net of cash received
|
|
(679
|
)
|
|
(6,909
|
)
|
||
Cash consideration paid for business combinations, net of cash received
|
|
(98,423
|
)
|
|
(35,092
|
)
|
||
Net cash used in investing activities
|
|
(101,020
|
)
|
|
(42,526
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from issuance of Class A common stock, net of underwriting discounts
|
|
246,208
|
|
|
—
|
|
||
Purchase of LLC Units from shareholders
|
|
(31,332
|
)
|
|
—
|
|
||
Payment of Initial Public Offering costs
|
|
(4,840
|
)
|
|
—
|
|
||
Payment of contingent earnout consideration
|
|
(167
|
)
|
|
(2,892
|
)
|
||
Payment of guaranteed earnout consideration
|
|
(813
|
)
|
|
(187
|
)
|
||
Proceeds from revolving line of credit
|
|
69,592
|
|
|
24,451
|
|
||
Repayments of revolving line of credit
|
|
(66,200
|
)
|
|
—
|
|
||
Proceeds from related party debt
|
|
49,845
|
|
|
24,470
|
|
||
Repayments of related party debt
|
|
(88,425
|
)
|
|
—
|
|
||
Repayments of long-term debt
|
|
(204
|
)
|
|
(526
|
)
|
||
Payments of debt issuance and debt extinguishment costs
|
|
(481
|
)
|
|
(356
|
)
|
||
Proceeds from advisor incentive buy-ins
|
|
746
|
|
|
175
|
|
||
Proceeds received from repayment of stockholder/member notes receivable
|
|
164
|
|
|
—
|
|
||
Proceeds from issuance of Non-Voting Common Units
|
|
998
|
|
|
200
|
|
||
Repurchase of Voting Common Units from Members
|
|
(12,500
|
)
|
|
—
|
|
||
Contributions
|
|
40
|
|
|
220
|
|
||
Distributions
|
|
(10,549
|
)
|
|
(9,950
|
)
|
||
Net cash provided by financing activities
|
|
152,082
|
|
|
35,605
|
|
||
Net increase in cash and cash equivalents and restricted cash
|
|
63,076
|
|
|
4,872
|
|
||
Cash and cash equivalents and restricted cash at beginning of year
|
|
7,995
|
|
|
3,123
|
|
||
Cash and cash equivalents and restricted cash at end of year
|
|
$
|
71,071
|
|
|
$
|
7,995
|
|
|
|
|
|
|
BRP GROUP, INC.
|
||||||||
Consolidated Statements of Cash Flows (Continued)
|
||||||||
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Supplemental schedule of cash flow information:
|
|
|
|
|
||||
Cash paid during the year for interest
|
|
$
|
9,487
|
|
|
$
|
3,366
|
|
Disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Change in the redemption value of redeemable interests
|
|
$
|
143,413
|
|
|
$
|
25,640
|
|
Noncontrolling interest issued in business combinations
|
|
38,637
|
|
|
13,394
|
|
||
Contingent earnout consideration for business combinations
|
|
29,101
|
|
|
5,815
|
|
||
Capitalization of issuance to redeemable common member
|
|
5,509
|
|
|
—
|
|
||
Contingently returnable consideration for business combinations
|
|
321
|
|
|
—
|
|
||
Contingent earnout consideration for asset acquisitions
|
|
16
|
|
|
1,043
|
|
||
Exchange of advisor incentive plan liability to equity
|
|
2,153
|
|
|
—
|
|
||
Exchange of participation unit ownership plan liability to equity
|
|
311
|
|
|
—
|
|
||
Transfer of long-term debt to revolving line of credit
|
|
1,820
|
|
|
—
|
|
||
Guaranteed earnout for asset acquisitions
|
|
—
|
|
|
250
|
|
||
Note payable issued to seller for asset acquisition
|
|
—
|
|
|
750
|
|
||
Noncontrolling interest issued in asset acquisitions
|
|
—
|
|
|
80
|
|
|
|
Years
|
Building
|
|
39
|
Leasehold improvements
|
|
3 - 10
|
Furniture
|
|
5 - 7
|
Office and computer equipment
|
|
3 - 7
|
Vehicle
|
|
5
|
Website development
|
|
7
|
•
|
In 2018, BRP Black Insurance, LLC (“Black”) was formed in order to acquire substantially all the assets and liabilities of Black Insurance and Financial Services, LLC from Christopher R. Black (“Chris Black”). Chris Black had a 40% ownership interest in Black prior to the Reorganization Transactions.
|
•
|
In 2018, BRP Insurance Intermediary Holdings, LLC (“BIH”) was formed in order to acquire 60% of the membership interests of AB Risk Specialist, LLC (“ABRS”), which owned a 100% membership interest in KB Risk Solutions, LLC (“KBRS”), from AB Risk Holdco, Inc. (“AB Holdco”). Additionally, immediately following BIH’s acquisition of the membership interests of ABRS, Emanuel Lauria was issued a 33.3% membership interest in KBRS. AB Holdco had a 40% ownership interest in ABRS prior to the Reorganization Transactions.
|
•
|
In 2018, Baldwin Krystyn Sherman Partners, LLC (“BKS”) acquired substantially all the assets and liabilities of Montoya Property & Casualty Insurance from Montoya and Associates, LLC (“Montoya & Associates”). Montoya & Associates had a 1.5% ownership interest in BKS prior to the Reorganization Transactions.
|
•
|
In 2019, BIH acquired 70% of the membership interests of Millennial Specialty Insurance, LLC from Millennial Specialty Holdco, LLC (“MSH”). MSH had a 30% ownership interest in Millennial Specialty Insurance, LLC prior to the Reorganization Transactions.
|
•
|
In 2019, BKS Financial Investments, LLC was formed to acquire substantially all the assets and liabilities of Fiduciary Partners Investment Consulting, LLC and BKS acquired substantially all the assets and liabilities of Fiduciary Partners Retirement Group, Inc. (“FPRG”) and Fiduciary Partners Group, LLC. FPRG had a 0.3% ownership interest in BKS prior to the Reorganization Transactions.
|
•
|
In 2019, BRP Foundation, LLC (“Foundation”) was formed in order to acquire substantially all the assets and liabilities of Foundation Insurance of Florida, LLC from its members (“Foundation Members”). The Foundation Members had a 20% ownership interest in Foundation prior to the Reorganization Transactions.
|
•
|
BRP amended and restated its amended and restated limited liability company agreement (the “Amended LLC Agreement”) to, among other things, appoint BRP Group as the sole managing member of BRP and to modify BRP’s capital structure to reclassify all the equity interests into a single class of LLC units (the “LLC Units”);
|
•
|
as sole managing member of BRP, BRP Group consolidates the financial results of BRP and a portion of the net income is allocated to the noncontrolling interest to reflect the entitlement of the owners of BRP’s outstanding equity interests (“BRP’s LLC Members”) to a portion of BRP’s net income;
|
•
|
through a series of internal transactions, BRP issued LLC Units to equity holders of companies it has acquired (its “Partners”) (other than certain joint ventures) in exchange for all the equity interests in such Partners not held by BRP prior to such exchange;
|
•
|
BRP Group’s certificate of incorporation authorized the issuance of two classes of common stock including Class A common stock and Class B common stock, each of which entitles its holder to one vote per share on all matters submitted to a vote of the stockholders;
|
•
|
each of the owners of BRP LLC Units prior to the Initial Public Offering (the “Pre-IPO LLC Members”) was issued shares of BRP Group’s Class B common stock in an amount equal to the number of LLC Units held by each such member following the reclassification of the equity interest into LLC Units;
|
•
|
under the Amended LLC Agreement, BRP’s LLC Members have the right to require BRP to redeem all or a portion of their LLC Units for, at BRP Group’s election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment;
|
•
|
BRP Group and BRP’s members entered into the Stockholders Agreement, which provides that approval by BRP’s LLC Members is required for certain corporate actions;
|
•
|
BRP Group used the net proceeds from the Initial Public Offering to acquire 14,000,000 newly-issued LLC Units from Baldwin Risk Partners, LLC, 1,800,000 LLC Units from Lowry Baldwin, the Company’s Chairman, and 600,000 LLC Units from The Villages Invesco, LLC (“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; and
|
•
|
BRP Group entered into the Tax Receivable Agreement, which provides for payment by BRP Group to BRP’s LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that BRP Group actually realizes.
|
•
|
The Company exchanged $2.2 million of its obligation related to advisor incentive liabilities for 204,807 restricted shares of Class A common stock issued under the Company’s Omnibus Incentive Plan. The Company established stockholder notes receivable of $452,000 for the remaining deposit buy-in amounts due from the advisors and relieved advisor incentive liabilities for $2.2 million with an offset to additional paid-in capital of $2.6 million.
|
•
|
The Company’s obligation under the participation unit ownership plan of $311,000 was exchanged for 22,243 restricted shares of Class A common stock issued under the Company’s Omnibus Incentive Plan, which resulted in an offset to additional paid-in capital of $311,000.
|
•
|
The Company executed its call rights for the Voting Common Units of two minority founders, a component of redeemable members’ capital prior to the reorganization, which were converted into permanent equity consisting of 5,701,107 shares of Class B common stock and LLC Units.
|
•
|
The Company executed its call rights for the Villages Voting Common Units, a component of redeemable members’ capital prior to the reorganization, which were converted into permanent equity consisting of 3,077,559 shares of Class B common stock and LLC Units.
|
•
|
The Company executed its call rights for the Rollover Members’ Units, which comprised redeemable noncontrolling interest prior to the reorganization, which were converted into 9,615,911 shares of Class B common stock and LLC Units.
|
•
|
Voting Common Units held by the majority founder, which comprised members’ equity prior to the reorganization, were converted into 18,933,907 shares of Class B common stock and LLC Units.
|
•
|
The Non-Voting Common Units, which comprised noncontrolling interest prior to the reorganization, were converted into permanent equity consisting of 232,596 shares of Class B common stock and LLC Units.
|
•
|
Management Incentive Units were converted to 5,627,155 restricted shares of Class B common stock and LLC Units.
|
|
Weighted-Average Life
|
|
Purchased customer accounts
|
16.8
|
years
|
Software
|
5
|
years
|
Carrier relationships
|
20
|
years
|
Trade names
|
5
|
years
|
•
|
Lykes Insurance, Inc. (“Lykes”), a Middle Market Partnership effective March 1, 2019, was made to expand the Company’s Middle Market business presence in Florida.
|
•
|
Millennial Specialty Insurance LLC (“MSI”), a Specialty Partnership effective April 1, 2019, was made to obtain access to certain technology and invest in executive talent for building and growing the MGA of the Future and to apply its functionality to other insurance placement products, as well as to expand the Company’s market share in specialty renter’s insurance. MGA of the Future 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 the Company’s wholesale and retail networks.
|
•
|
Fiduciary Partners Retirement Group, Inc., Fiduciary Partners Group, LLC and Fiduciary Partners Investment Consulting, LLC (“Fiduciary Partners”), a Middle Market Partnership effective July 1, 2019, was made to expand our employee benefits group business in the Middle Market Operating Group.
|
•
|
Foundation Insurance of Florida, LLC (“Foundation Insurance”), a MainStreet Partnership effective date of August 1, 2019, was made to expand the Company’s MainStreet business presence in Florida.
|
(in thousands)
|
Lykes (1)
|
|
MSI (1)
|
|
Fiduciary Partners
|
|
Foundation Insurance
|
|
Totals
|
||||||||||
Cash consideration paid
|
$
|
36,044
|
|
|
$
|
45,505
|
|
|
$
|
2,550
|
|
|
$
|
20,800
|
|
|
$
|
104,899
|
|
Fair value of contingent earnout consideration
|
—
|
|
|
25,603
|
|
|
151
|
|
|
3,347
|
|
|
29,101
|
|
|||||
Fair value of noncontrolling interest
|
1,000
|
|
|
30,963
|
|
|
638
|
|
|
6,036
|
|
|
38,637
|
|
|||||
Fair value of contingently returnable consideration
|
—
|
|
|
—
|
|
|
(321
|
)
|
|
—
|
|
|
(321
|
)
|
|||||
Trust balance adjustment
|
—
|
|
|
1,138
|
|
|
—
|
|
|
—
|
|
|
1,138
|
|
|||||
Total consideration
|
$
|
37,044
|
|
|
$
|
103,209
|
|
|
$
|
3,018
|
|
|
$
|
30,183
|
|
|
$
|
173,454
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and restricted cash
|
$
|
1,535
|
|
|
$
|
6,029
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
7,614
|
|
Premiums, commissions and fees receivable
|
3,170
|
|
|
14,437
|
|
|
20
|
|
|
—
|
|
|
17,627
|
|
|||||
Other assets
|
17
|
|
|
308
|
|
|
1
|
|
|
—
|
|
|
326
|
|
|||||
Intangible assets
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Purchased customer accounts
|
8,742
|
|
|
13,640
|
|
|
1,874
|
|
|
8,709
|
|
|
32,965
|
|
|||||
Carrier relationships
|
—
|
|
|
7,200
|
|
|
—
|
|
|
—
|
|
|
7,200
|
|
|||||
Software
|
—
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|||||
Trade names
|
—
|
|
|
1,820
|
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|||||
Goodwill
|
25,947
|
|
|
50,164
|
|
|
1,124
|
|
|
21,471
|
|
|
98,706
|
|
|||||
Total assets acquired
|
39,411
|
|
|
123,598
|
|
|
3,019
|
|
|
30,230
|
|
|
196,258
|
|
|||||
Premiums and producer commissions payable
|
(2,367
|
)
|
|
(17,447
|
)
|
|
—
|
|
|
—
|
|
|
(19,814
|
)
|
|||||
Deferred revenue
|
—
|
|
|
(2,794
|
)
|
|
—
|
|
|
—
|
|
|
(2,794
|
)
|
|||||
Accrued expenses and other current liabilities
|
—
|
|
|
(148
|
)
|
|
(1
|
)
|
|
(47
|
)
|
|
(196
|
)
|
|||||
Total liabilities acquired
|
(2,367
|
)
|
|
(20,389
|
)
|
|
(1
|
)
|
|
(47
|
)
|
|
(22,804
|
)
|
|||||
Net assets acquired
|
$
|
37,044
|
|
|
$
|
103,209
|
|
|
$
|
3,018
|
|
|
$
|
30,183
|
|
|
$
|
173,454
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Maximum potential contingent earnout consideration
|
$
|
—
|
|
|
$
|
61,500
|
|
|
$
|
2,225
|
|
|
$
|
21,750
|
|
|
$
|
85,475
|
|
(1)
|
The Company made adjustments within the measurement period to the purchase price allocations for Lykes and MSI during the year ended December 31, 2019, which have been reflected in the table. The Lykes adjustment resulted in an increase to net assets before goodwill and a reduction to goodwill of $2.7 million. The MSI adjustment resulted in an increase to intangible assets and a reduction to goodwill of $3.6 million.
|
|
|
For the Years Ended December 31,
|
||||||
(unaudited) (in thousands)
|
|
2019
|
|
2018
|
||||
Total revenues
|
|
$
|
152,610
|
|
|
$
|
126,011
|
|
Net income (loss)
|
|
(17,159
|
)
|
|
11,223
|
|
|
|
At December 31, 2019
|
||||||||||||||
(in thousands)
|
|
Laureate
|
|
Smith
|
|
Saunders
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
46
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
47
|
|
Premiums, commissions and fees receivable, net
|
|
—
|
|
|
44
|
|
|
31
|
|
|
75
|
|
||||
Total current assets
|
|
46
|
|
|
45
|
|
|
31
|
|
|
122
|
|
||||
Property and equipment, net
|
|
31
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||
Other assets
|
|
5
|
|
|
—
|
|
|
2
|
|
|
7
|
|
||||
Total assets
|
|
$
|
82
|
|
|
$
|
45
|
|
|
$
|
33
|
|
|
$
|
160
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Premiums payable to insurance companies
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
6
|
|
Producer commissions payable
|
|
2
|
|
|
5
|
|
|
8
|
|
|
15
|
|
||||
Accrued expenses and other current liabilities
|
|
4
|
|
|
25
|
|
|
—
|
|
|
29
|
|
||||
Total liabilities
|
|
$
|
9
|
|
|
$
|
30
|
|
|
$
|
11
|
|
|
$
|
50
|
|
|
|
At December 31, 2018
|
||||||||||||||||||||||
(in thousands)
|
|
TVIP
|
|
iPEO
|
|
Laureate
|
|
Smith
|
|
Saunders
|
|
Total
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
|
$
|
770
|
|
|
$
|
1
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
796
|
|
Premiums, commissions and fees receivable, net
|
|
1,171
|
|
|
2,725
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
3,902
|
|
||||||
Prepaid expenses and other current assets
|
|
50
|
|
|
14
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
69
|
|
||||||
Due from related parties
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Total current assets
|
|
1,991
|
|
|
2,740
|
|
|
43
|
|
|
—
|
|
|
6
|
|
|
4,780
|
|
||||||
Property and equipment, net
|
|
74
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
115
|
|
||||||
Other assets
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Goodwill
|
|
4,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,035
|
|
||||||
Total assets
|
|
$
|
6,102
|
|
|
$
|
2,740
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
8,932
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Premiums payable to insurance companies
|
|
$
|
29
|
|
|
$
|
2,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
2,078
|
|
Producer commissions payable
|
|
227
|
|
|
282
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
514
|
|
||||||
Accrued expenses and other current liabilities
|
|
316
|
|
|
2
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
320
|
|
||||||
Total liabilities
|
|
$
|
572
|
|
|
$
|
2,327
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
2,912
|
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Direct bill revenue (1)
|
|
$
|
70,835
|
|
|
$
|
52,210
|
|
Agency bill revenue (2)
|
|
43,619
|
|
|
17,967
|
|
||
Profit-sharing revenue (3)
|
|
9,598
|
|
|
6,007
|
|
||
Policy fee and installment fee revenue (4)
|
|
8,154
|
|
|
—
|
|
||
Consulting and service fee revenue (5)
|
|
2,709
|
|
|
2,660
|
|
||
Other income (6)
|
|
2,926
|
|
|
1,036
|
|
||
Total commissions and fees
|
|
$
|
137,841
|
|
|
$
|
79,880
|
|
(1)
|
Direct bill revenue represents commission revenue earned by facilitating the arrangement between individuals or businesses and Insurance Company Partners to provide 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 to provide 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 primarily of Medicare marketing income that is based on agreed-upon cost reimbursement for fulfilling specific targeted marketing campaigns.
|
•
|
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 BRP 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 (CMS).
|
•
|
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 income.
|
•
|
Costs to obtain a contract are deferred and recognized over a five-year period, which represents management’s estimate of the average period over which a Client maintains its initial coverage relationship with the original Insurance Company Partner.
|
•
|
Due to the relatively short time period between the information gathering phase and binding insurance coverage, the Company has determined that costs to fulfill contracts are not significant. Therefore, costs to fulfill a contract are expensed as incurred.
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Contract assets
|
|
$
|
47,337
|
|
|
$
|
20,672
|
|
Contract liabilities
|
|
5,349
|
|
|
1,450
|
|
|
|
For the Years Ended December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Balance at beginning of year
|
|
$
|
2,882
|
|
|
$
|
—
|
|
Adoption of ASC Topic 340
|
|
—
|
|
|
1,927
|
|
||
Costs capitalized
|
|
1,777
|
|
|
1,653
|
|
||
Amortization
|
|
(1,038
|
)
|
|
(698
|
)
|
||
Balance at end of year
|
|
$
|
3,621
|
|
|
$
|
2,882
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Office and computer equipment
|
|
$
|
2,496
|
|
|
$
|
1,612
|
|
Furniture
|
|
1,756
|
|
|
1,629
|
|
||
Leasehold improvements
|
|
1,006
|
|
|
888
|
|
||
Construction in process
|
|
566
|
|
|
—
|
|
||
Building
|
|
400
|
|
|
400
|
|
||
Website development
|
|
154
|
|
|
154
|
|
||
Land
|
|
100
|
|
|
100
|
|
||
Vehicle
|
|
29
|
|
|
29
|
|
||
Total property and equipment
|
|
6,507
|
|
|
4,812
|
|
||
Less: accumulated depreciation
|
|
(3,185
|
)
|
|
(2,664
|
)
|
||
Property and equipment, net
|
|
$
|
3,322
|
|
|
$
|
2,148
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
(in thousands)
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net Carrying Value
|
||||||||||||
Purchased customer accounts
|
|
66,987
|
|
|
$
|
(9,474
|
)
|
|
$
|
57,513
|
|
|
$
|
33,292
|
|
|
$
|
(4,372
|
)
|
|
$
|
28,920
|
|
|
Software
|
|
30,590
|
|
|
(5,070
|
)
|
|
25,520
|
|
|
570
|
|
|
(495
|
)
|
|
75
|
|
||||||
Carrier relationships
|
|
7,200
|
|
|
(170
|
)
|
|
7,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Trade names
|
|
2,613
|
|
|
(226
|
)
|
|
2,387
|
|
|
792
|
|
|
(43
|
)
|
|
749
|
|
||||||
Totals
|
|
$
|
107,390
|
|
|
$
|
(14,940
|
)
|
|
$
|
92,450
|
|
|
$
|
34,654
|
|
|
$
|
(4,910
|
)
|
|
$
|
29,744
|
|
For the Years Ending December 31,
|
|
Amortization
|
||
2020
|
|
$
|
12,018
|
|
2021
|
|
12,219
|
|
|
2022
|
|
12,473
|
|
|
2023
|
|
12,283
|
|
|
2024
|
|
7,143
|
|
(in thousands)
|
|
Middle Market
|
|
Specialty
|
|
MainStreet
|
|
Medicare
|
|
Total
|
||||||||||
Balance at December 31, 2017
|
|
$
|
1,001
|
|
|
$
|
—
|
|
|
$
|
13,923
|
|
|
$
|
12,531
|
|
|
$
|
27,455
|
|
Goodwill of acquired businesses
|
|
24,860
|
|
|
9,951
|
|
|
3,498
|
|
|
—
|
|
|
38,309
|
|
|||||
Balance at December 31, 2018
|
|
25,861
|
|
|
9,951
|
|
|
17,421
|
|
|
12,531
|
|
|
65,764
|
|
|||||
Goodwill of acquired businesses
|
|
27,071
|
|
|
50,164
|
|
|
21,471
|
|
|
—
|
|
|
98,706
|
|
|||||
Balance at December 31, 2019
|
|
$
|
52,932
|
|
|
$
|
60,115
|
|
|
$
|
38,892
|
|
|
$
|
12,531
|
|
|
$
|
164,470
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Deferred commission expense
|
|
$
|
3,621
|
|
|
$
|
2,882
|
|
Deferred financing costs, net
|
|
1,345
|
|
|
590
|
|
||
Investment in business venture
|
|
200
|
|
|
—
|
|
||
Deposits
|
|
434
|
|
|
103
|
|
||
Other assets
|
|
$
|
5,600
|
|
|
$
|
3,575
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Contract liabilities
|
|
$
|
5,349
|
|
|
$
|
1,450
|
|
Accrued expenses
|
|
2,532
|
|
|
575
|
|
||
Accrued compensation and benefits
|
|
4,162
|
|
|
2,002
|
|
||
Accrued interest
|
|
71
|
|
|
188
|
|
||
Other
|
|
220
|
|
|
1,032
|
|
||
Accrued expenses and other current liabilities
|
|
$
|
12,334
|
|
|
$
|
5,247
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Advisor incentive liabilities
|
|
$
|
2,017
|
|
|
$
|
2,348
|
|
Participation unit ownership plan liabilities
|
|
—
|
|
|
262
|
|
||
Other liabilities
|
|
$
|
2,017
|
|
|
$
|
2,610
|
|
Total Net Leverage Ratio
|
|
Applicable Margin for Eurodollar Loans
|
|
Applicable Margin for Alternate Base Rate Loans
|
|
Commitment Fee on Unfunded Commitments
|
< 2.50x
|
|
200 bps
|
|
100 bps
|
|
25 bps
|
≥ 2.50x < 3.00x
|
|
225 bps
|
|
125 bps
|
|
30 bps
|
≥ 3.00x < 3.75x
|
|
250 bps
|
|
150 bps
|
|
35 bps
|
≥ 3.75x
|
|
300 bps
|
|
200 bps
|
|
40 bps
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
||
Shares issued at October 28, 2019
|
|
—
|
|
|
—
|
|
Shares issued to the public in the Initial Public Offering
|
|
18,859,300
|
|
|
—
|
|
Shares issued for the Voting Common Units of two minority founders
|
|
—
|
|
|
5,701,107
|
|
Shares issued in exchange for Villages Units
|
|
—
|
|
|
3,077,559
|
|
Shares issued in exchange for Rollover Members’ Units
|
|
—
|
|
|
9,615,911
|
|
Shares issued for Majority Founder’s Units
|
|
—
|
|
|
18,933,907
|
|
Shares issued for Non-Voting Common Units
|
|
—
|
|
|
232,596
|
|
Shares issued for Management Incentive Units
|
|
—
|
|
|
5,627,155
|
|
Restricted stock grants in connection with Initial Public Offering
|
|
500,930
|
|
|
—
|
|
Restricted stock grants subsequent to the Initial Public Offering
|
|
2,754
|
|
|
—
|
|
Shares issued to executive officer
|
|
—
|
|
|
69,503
|
|
Shares issued at December 31, 2019
|
|
19,362,984
|
|
|
43,257,738
|
|
|
|
Units
|
|
Percentage
|
||
Interest in BRP held by BRP Group
|
|
19,362,984
|
|
|
31
|
%
|
Noncontrolling interest in BRP held by BRP’s LLC Members
|
|
43,257,738
|
|
|
69
|
%
|
Total
|
|
62,620,722
|
|
|
100
|
%
|
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|
Weighted-Average Contractual Term (in years)
|
||||
Outstanding at January 1, 2018
|
|
376,520
|
|
|
$
|
2.20
|
|
|
0.98
|
|
Granted
|
|
343,660
|
|
|
4.18
|
|
|
|
||
Outstanding at December 31, 2018
|
|
720,180
|
|
|
3.15
|
|
|
1.90
|
|
|
Granted
|
|
475,900
|
|
|
7.34
|
|
|
|
||
Forfeited
|
|
(40,000
|
)
|
|
2.97
|
|
|
|
||
Exchanged for options
|
|
(10,000
|
)
|
|
2.97
|
|
|
|
||
Exchanged for Class B common stock
|
|
(1,146,080
|
)
|
|
4.90
|
|
|
|
||
Outstanding at December 31, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
For the Years Ending December 31,
|
|
Class B Shares
|
|
2020
|
|
609,500
|
|
2021
|
|
466,279
|
|
2022
|
|
451,222
|
|
2023
|
|
430,227
|
|
|
|
For the Years Ended December 31,
|
||||
|
|
2019
|
|
2018
|
||
Expected volatility
|
|
26.1
|
%
|
|
26.0
|
%
|
Expected dividend yield
|
|
0.2
|
%
|
|
—
|
%
|
Expected life (in years)
|
|
7.0
|
|
|
7.0
|
|
Risk-free interest rate
|
|
3.1
|
%
|
|
3.2
|
%
|
|
|
Shares
|
|
Weighted-Average Grant-Date Fair Value Per Share
|
|
Weighted-Average Contractual Term (in years)
|
|
Aggregate Intrinsic value (in thousands)
|
|||||
Outstanding at January 1, 2019
|
|
—
|
|
|
|
|
|
|
|
||||
Granted
|
|
503,684
|
|
|
$
|
14.00
|
|
|
2.52
|
|
|
||
Vested and settled
|
|
(173,440
|
)
|
|
13.99
|
|
|
|
|
$
|
—
|
|
|
Outstanding at December 31, 2019
|
|
330,244
|
|
|
14.00
|
|
|
3.66
|
|
677
|
|
||
Non-vested shares expected to vest as of December 31, 2019
|
|
258,333
|
|
|
14.00
|
|
|
3.63
|
|
530
|
|
(in thousands)
|
|
For the Year Ended December 31, 2019
|
||
Current
|
|
|
||
Federal
|
|
$
|
13
|
|
State and local
|
|
4
|
|
|
Total tax expense
|
|
$
|
17
|
|
(in thousands)
|
|
For the Year Ended December 31, 2019
|
||
Income (loss) before income taxes
|
|
$
|
(22,437
|
)
|
|
|
|
||
Noncontrolling interest
|
|
3,138
|
|
|
Tax provision at statutory rate (21%)
|
|
(4,712
|
)
|
|
Effect of:
|
|
|
||
Valuation allowance
|
|
2,228
|
|
|
State and local income tax
|
|
(1,064
|
)
|
|
MIU issuance
|
|
328
|
|
|
Meals and entertainment
|
|
79
|
|
|
Disability and life insurance
|
|
20
|
|
|
Total income tax expense
|
|
$
|
17
|
|
(in thousands)
|
|
For the Year Ended December 31, 2019
|
||
Deferred tax assets
|
|
|
||
Investment in Partnerships
|
|
$
|
34,729
|
|
163(j) limitation carryforward
|
|
538
|
|
|
Net operating loss
|
|
236
|
|
|
Total deferred tax assets
|
|
35,503
|
|
|
Valuation allowance
|
|
(35,503
|
)
|
|
Net deferred tax assets
|
|
$
|
—
|
|
•
|
record an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the redemption or exchange;
|
•
|
to the extent it is estimated that the Company will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, the Company will reduce the deferred tax asset with a valuation allowance; and
|
•
|
record 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the Tax Receivable Agreement and the remaining 15% of the estimated realizable tax benefit as an increase to additional paid-in capital.
|
(in thousands, except per share data)
|
|
October 28, 2019 through December 31, 2019
|
||
Basic and diluted net loss per share:
|
|
|
||
Net loss attributable to BRP Group, Inc.
|
|
$
|
(8,650
|
)
|
Shares used for basic net loss per share:
|
|
|
||
Basic and diluted weighted-average shares of Class A common stock outstanding
|
|
17,917
|
|
|
Basic and diluted net loss per share
|
|
$
|
(0.48
|
)
|
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.
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2019
|
|
2018
|
||||
Level 3
|
|
|
|
|
||||
Contingently returnable consideration
|
|
$
|
70
|
|
|
$
|
—
|
|
Level 3 Assets
|
|
$
|
70
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Contingent earnout liabilities
|
|
$
|
48,769
|
|
|
$
|
9,249
|
|
Level 3 Liabilities
|
|
$
|
48,769
|
|
|
$
|
9,249
|
|
|
|
For the Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
||||||||
(in thousands)
|
|
Contingently Returnable Consideration
|
|
Contingent Earnout Liabilities
|
|
Contingent Earnout Liabilities
|
||||||
Balance at beginning of year
|
|
—
|
|
|
$
|
9,249
|
|
|
$
|
4,055
|
|
|
Payment of contingent consideration
|
|
—
|
|
|
(175
|
)
|
|
(2,892
|
)
|
|||
Fair value of contingent consideration recorded in connection with business combinations
|
|
321
|
|
|
29,101
|
|
|
5,815
|
|
|||
Change in fair value of contingent consideration
|
|
(251
|
)
|
|
10,578
|
|
|
1,228
|
|
|||
Fair value of contingent consideration recorded in connection with asset acquisitions
|
|
—
|
|
|
16
|
|
|
1,043
|
|
|||
Balance at end of year
|
|
$
|
70
|
|
|
$
|
48,769
|
|
|
$
|
9,249
|
|
Year Ending December 31,
|
|
Amount
|
||
2020
|
|
$
|
4,586
|
|
2021
|
|
5,580
|
|
|
2022
|
|
5,280
|
|
|
2023
|
|
4,784
|
|
|
2024
|
|
4,223
|
|
|
Thereafter
|
|
16,742
|
|
|
|
|
$
|
41,195
|
|
•
|
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 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. With the addition of the MSI Partnership in April 2019 as discussed in Note 4, Specialty also represents a leading technology platform. MGA of the Future 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.
|
|
|
For the 2019 Quarters Ended
|
||||||||||||||
(in thousands)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Commissions and fees
|
|
$
|
29,836
|
|
|
$
|
33,062
|
|
|
$
|
38,383
|
|
|
$
|
36,560
|
|
Total operating expenses
|
|
18,514
|
|
|
32,387
|
|
|
36,909
|
|
|
55,099
|
|
||||
Operating income (loss)
|
|
11,322
|
|
|
675
|
|
|
1,474
|
|
|
(18,539
|
)
|
||||
Total other expenses
|
|
(1,590
|
)
|
|
(3,624
|
)
|
|
(3,780
|
)
|
|
(8,375
|
)
|
||||
Income (loss) before income taxes
|
|
9,732
|
|
|
(2,949
|
)
|
|
(2,306
|
)
|
|
(26,914
|
)
|
||||
Income taxes (benefit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
||||
Net income (loss)
|
|
9,732
|
|
|
(2,949
|
)
|
|
(2,306
|
)
|
|
(26,931
|
)
|
||||
Net income (loss) attributable to noncontrolling interests
|
|
9,732
|
|
|
(2,949
|
)
|
|
(2,306
|
)
|
|
(18,281
|
)
|
||||
Net income (loss) attributable to BRP Group, Inc.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(8,650
|
)
|
|
|
For the 2018 Quarters Ended
|
||||||||||||||
(in thousands)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Commissions and fees
|
|
$
|
21,791
|
|
|
$
|
18,694
|
|
|
$
|
18,539
|
|
|
$
|
20,856
|
|
Total operating expenses
|
|
15,474
|
|
|
17,580
|
|
|
17,196
|
|
|
20,101
|
|
||||
Operating income
|
|
6,317
|
|
|
1,114
|
|
|
1,343
|
|
|
755
|
|
||||
Total other expenses
|
|
(1,629
|
)
|
|
(2,303
|
)
|
|
(1,290
|
)
|
|
(1,618
|
)
|
||||
Net income (loss)
|
|
4,688
|
|
|
(1,189
|
)
|
|
53
|
|
|
(863
|
)
|
||||
Net income (loss) attributable to noncontrolling interests
|
|
1,147
|
|
|
700
|
|
|
863
|
|
|
603
|
|
||||
Net income (loss) attributable to BRP Group, Inc.
|
|
$
|
3,541
|
|
|
$
|
(1,889
|
)
|
|
$
|
(810
|
)
|
|
$
|
(1,466
|
)
|
10.13.2
|
|
Incremental Facility Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated as of March 12, 2020, by and among Baldwin Risk Partners, LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as the Agent, the Lenders party thereto and the other parties thereto (incorporated herein by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2020).
|
21*
|
|
|
23.1*
|
|
|
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
|
*
|
Filed or furnished herewith
|
|
|
BRP GROUP, INC.
|
|
|
|
Date: March 24, 2020
|
By:
|
/s/ Trevor L. Baldwin
|
|
|
Trevor L. Baldwin
|
|
|
Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Lowry Baldwin
|
|
Chairman of the Board of Directors
|
|
March 24, 2020
|
Lowry Baldwin
|
|
|
|
|
|
|
|
|
|
/s/ Trevor Baldwin
|
|
Chief Executive Officer and Director
|
|
March 24, 2020
|
Trevor Baldwin
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Philip Casey
|
|
Director
|
|
March 24, 2020
|
Philip Casey
|
|
|
|
|
|
|
|
|
|
/s/ Robert Eddy
|
|
Director
|
|
March 24, 2020
|
Robert Eddy
|
|
|
|
|
|
|
|
|
|
/s/ Bradford Hale
|
|
Chief Accounting Officer
|
|
March 24, 2020
|
Bradford Hale
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Joseph J. Kadow
|
|
Director
|
|
March 24, 2020
|
Joseph J. Kadow
|
|
|
|
|
|
|
|
|
|
/s/ Barbara Matas
|
|
Director
|
|
March 24, 2020
|
Barbara Matas
|
|
|
|
|
|
|
|
|
|
/s/ Chris Sullivan
|
|
Director
|
|
March 24, 2020
|
Chris Sullivan
|
|
|
|
|
|
|
|
|
|
/s/ Kris Wiebeck
|
|
Chief Financial Officer
|
|
March 24, 2020
|
Kris Wiebeck
|
|
(Principal Financial Officer)
|
|
|
/s/ Trevor Baldwin
|
Name: Trevor Baldwin
|
"Employee"
|
/s/ Trevor Baldwin
|
Name: Trevor Baldwin
|
"Company"
|
Baldwin Risk Partners, LLC
|
By: /s/ Kris Wiebeck
|
Name: Kristopher A. Wiebeck
|
Title: Chief Financial Officer
|
“Employee”
|
/s/ Kris Wiebeck
|
Name: Kris Wiebeck
|
“Company”
|
Baldwin Risk Partners, LLC
|
By: /s/ Trevor Baldwin
|
Name: Trevor L. Baldwin
|
Title: Chief Executive Officer
|
“Employee”
|
/s/ John Valentine
|
Name: John A. Valentine
|
“Company”
|
Baldwin Risk Partners, LLC
|
By: /s/ Trevor Baldwin
|
Name: Trevor L. Baldwin
|
Title: Chief Executive Officer
|
|
ARTICLE 1
Definitions and Usage
|
Page
|
Section 1.01.
|
Definitions
|
1
|
Section 1.02.
|
Other Definitional and Interpretative Provisions
|
14
|
|
|
|
|
ARTICLE 2
The Company
|
|
Section 2.01.
|
Formation
|
14
|
Section 2.02.
|
Name
|
15
|
Section 2.03.
|
Term
|
15
|
Section 2.04.
|
Registered Agent and Registered Office
|
15
|
Section 2.05.
|
Purposes
|
15
|
Section 2.06.
|
Powers of the Company
|
15
|
Section 2.07.
|
Partnership Tax Status
|
15
|
Section 2.08.
|
Regulation of Internal Affairs
|
15
|
Section 2.09.
|
Ownership of Property
|
15
|
Section 2.10.
|
Subsidiaries
|
16
|
Section 2.11.
|
Qualification in Other Jurisdictions
|
16
|
|
|
|
|
ARTICLE 3
Units; Members; Books and Records; Reports
|
|
Section 3.01.
|
Units; Admission of Members
|
16
|
Section 3.02.
|
Substitute Members and Additional Members
|
17
|
Section 3.03.
|
Tax and Accounting Information
|
18
|
Section 3.04.
|
Books and Records
|
20
|
|
|
|
|
ARTICLE 4
Pubco Ownership; Restrictions On Pubco Stock
|
|
Section 4.01.
|
Pubco Ownership
|
20
|
Section 4.02.
|
Restrictions on Pubco Common Stock
|
21
|
|
|
|
|
ARTICLE 5
Capital Contributions; Capital Accounts; Distributions; Allocations
|
|
Section 5.01.
|
Capital Contributions
|
24
|
Section 5.02.
|
Capital Accounts
|
24
|
Section 5.03.
|
Amounts and Priority of Distributions
|
26
|
Section 5.04.
|
Allocations
|
27
|
Section 5.05.
|
Other Allocation Rules
|
30
|
Section 5.06.
|
Tax Withholding; Withholding Advances
|
31
|
|
|
|
|
ARTICLE 6
Certain Tax Matters
|
|
Section 6.01.
|
Tax Matters Representative
|
32
|
Section 6.02.
|
Section 754 Election
|
33
|
Section 6.03.
|
Debt Allocation
|
33
|
|
|
|
|
ARTICLE 7
Management of the Company
|
|
Section 7.01.
|
Management by the Managing Member
|
33
|
Section 7.02.
|
Withdrawal of the Managing Member
|
33
|
Section 7.03.
|
Decisions by the Members
|
34
|
Section 7.04.
|
Duties
|
34
|
Section 7.05.
|
Officers
|
35
|
|
|
|
|
ARTICLE 8
Transfers of Interests
|
|
Section 8.01.
|
Restrictions on Transfers
|
35
|
Section 8.02.
|
Certain Permitted Transfers
|
36
|
Section 8.03.
|
Distributions
|
37
|
Section 8.04.
|
Registration of Transfers
|
37
|
|
|
|
|
ARTICLE 9
Certain Other Agreements
|
|
Section 9.01.
|
Non-Compete; Non-Disparagement
|
37
|
Section 9.02.
|
Company Call Right
|
38
|
Section 9.03.
|
Preemptive Rights
|
39
|
|
|
|
|
ARTICLE 10
Redemption and Exchange Rights
|
|
Section 10.01.
|
Redemption Right of a Member
|
39
|
Section 10.02.
|
Restrictive Covenants
|
42
|
Section 10.03.
|
Election and Contribution of Pubco
|
42
|
Section 10.04.
|
Exchange Right of Pubco
|
43
|
Section 10.05.
|
Tender Offers and Other Events with Respect to Pubco
|
44
|
Section 10.06.
|
Reservation of Shares of Class A Common Stock;Certificate of Pubco
|
45
|
Section 10.07.
|
Effect of Exercise of Redemption or Exchange Right
|
45
|
Section 10.08.
|
Tax Treatment
|
45
|
|
|
|
|
ARTICLE 11
Limitation on Liability, Exculpation and Indemnification
|
|
Section 11.01.
|
Limitation on Liability
|
46
|
Section 11.02.
|
Exculpation and Indemnification
|
47
|
|
|
|
|
ARTICLE 12
Dissolution and Termination
|
|
Section 12.01.
|
Dissolution
|
49
|
Section 12.02.
|
Winding Up of the Company
|
50
|
Section 12.03.
|
Termination
|
51
|
Section 12.04.
|
Survival
|
51
|
|
|
|
|
ARTICLE 13
Miscellaneous
|
|
Section 13.01.
|
Expenses
|
51
|
Section 13.02.
|
Further Assurances
|
52
|
Section 13.03.
|
Notices
|
52
|
Section 13.04.
|
Binding Effect; Benefit; Assignment
|
53
|
Section 13.05.
|
Jurisdiction
|
53
|
Section 13.06.
|
WAIVER OF JURY TRIAL
|
54
|
Section 13.07.
|
Counterparts
|
54
|
Section 13.08.
|
Entire Agreement
|
54
|
Section 13.09.
|
Severability
|
54
|
Section 13.10.
|
Amendment
|
54
|
Section 13.11.
|
Confidentiality
|
55
|
Section 13.12.
|
Governing Law
|
56
|
|
|
|
|
ARTICLE 14
Arbitration
|
|
Section 14.01.
|
Title
|
57
|
|
|
|
|
ARTICLE 15
Representations of Members
|
|
Section 15.01.
|
Representations of Members
|
57
|
|
|
|
Schedule A
|
Member Schedule
|
|
“Exchanged Units”
|
10.02(a)
|
“Expenses”
|
11.02(e)
|
“GAAP”
|
3.03(b)
|
“Indemnification Sources”
|
11.02(e)
|
“Indemnitee-Related Entities”
|
11.02(e)(i)
|
“Initiating Party”
|
14.01
|
“Jointly Indemnifiable Claims”
|
11.02(e)(ii)
|
“Member Parties”
|
13.11
|
“Member Schedule”
|
3.01(b)
|
“Non-Exercisable Units”
|
10.02(b)
|
“Officers”
|
7.05(a)
|
“Panel”
|
14.01
|
“Prior LLC Agreement”
|
Recitals
|
“Prior Put Right”
|
10.02(a)
|
“Pubco”
|
Preamble
|
“Pubco Offer”
|
10.05(a)
|
“Redeemed Units”
|
10.01(a)
|
“Redeeming Member”
|
10.01(a)
|
“Redemption”
|
10.01(a)
|
“Redemption Date”
|
10.01(a)
|
“Redemption Notice”
|
10.01(a)
|
“Redemption Right”
|
10.01(a)
|
“Regulatory Allocations”
|
5.04(c)
|
“Reorganization”
|
Recitals
|
“Reorganization Agreement”
|
Recitals
|
“Responding Party”
|
14.01
|
“Retraction Notice”
|
10.01(b)
|
“Revaluation”
|
5.02(c)
|
“Share Settlement”
|
10.01(b)
|
“Tax Matters Representative”
|
6.01
|
“Transferor Member”
|
5.02(b)
|
“Withholding Advances”
|
5.06(b)
|
BRP GROUP, INC.
|
|
By:
|
/s/ Kris Wiebeck
|
|
Name: Kris Wiebeck
|
|
Title: CFO
|
BALDWIN INSURANCE GROUP HOLDINGS, LLC
|
||
By:
|
/s/ L. Lowry Baldwin
|
|
|
Name:
|
L. Lowry Baldwin
|
|
Title:
|
Manager
|
|
|
|
L. LOWRY BALDWIN
|
||
By:
|
/s/ L. Lowry Baldwin
|
|
|
Name:
|
L. Lowry Baldwin
|
|
Title:
|
Partner
|
LAURA R. SHERMAN
|
||
By:
|
/s/ Laura Sherman
|
|
|
Name:
|
Laura Sherman
|
|
Title:
|
Founding Partner
|
LAURA R. SHERMAN GRAT 2019-1 DATED SEPTEMBER 30, 2019
|
||
By:
|
/s/ Laura Sherman
|
|
|
Name:
|
Laura R. Sherman
|
|
Title:
|
Sole Trustee
|
|
|
|
LAURA R. SHERMAN GRAT 2019-2 DATED SEPTEMBER 30, 2019
|
||
By:
|
/s/ Laura Sherman
|
|
|
Name:
|
Laura R. Sherman
|
|
Its:
|
Sole Trustee
|
|
|
|
ELIZABETH H. KRYSTYN
|
||
By:
|
/s/ Elizabeth Krystyn
|
|
|
Name:
|
|
|
Title:
|
|
ELIZABETH H. KRYSTYN 2019 GRANTOR RETAINED ANNUITY TRUST I DATED SEPTEMBER 30, 2019
|
||
By:
|
/s/ Elizabeth Krystyn
|
|
|
Name:
|
Elizabeth H. Krystyn
|
|
Its:
|
Sole Trustee
|
ELIZABETH H. KRYSTYN 2019 GRANTOR RETAINED ANNUITY TRUST II DATED SEPTEMBER 30, 2019
|
||
By:
|
/s/ Elizabeth Krystyn
|
|
|
Name:
|
Elizabeth H. Krystyn
|
|
Its:
|
Sole Trustee
|
TREVOR L. BALDWIN
|
||
By:
|
/s/ Trevor Baldwin
|
|
|
Name:
|
Trevor Baldwin
|
|
Title:
|
CEO
|
KRISTOPHER A. WIEBECK
|
||
By:
|
/s/ Kris Wiebeck
|
|
|
Name:
|
Kris Wiebeck
|
|
Title:
|
CFO
|
KRISTOPHER A. WIEBECK 2019 GRANTOR RETAINED ANNUITY TRUST DATED SEPTEMBER 30, 2019
|
||
By:
|
/s/ Kris Wiebeck
|
|
|
Name:
|
Kristopher A. Wiebeck
|
|
Its:
|
Sole Trustee
|
JOHN A. VALENTINE
|
||
By:
|
/s/ John Valentine
|
|
|
Name:
|
John Valentine
|
|
Title:
|
Chief Partnership Officer
|
JOHN A. VALENTINE 2019 GRANTOR RETAINED ANNUITY TRUST DATED SEPTEMBER 30, 2019
|
||
By:
|
/s/ John Valentine
|
|
|
Name:
|
John A. Valentine
|
|
Its:
|
Sole Trustee
|
DANIEL GALBRAITH
|
||
By:
|
/s/ Daniel Galbraith
|
|
|
Name:
|
Daniel Galbraith
|
|
Title:
|
Chief Operating Officer
|
BRADFORD L. HALE
|
||
By:
|
/s/ Bradford L. Hale
|
|
|
Name:
|
Bradford L. Hale
|
|
Title:
|
Chief Accounting Officer
|
JOSEPH D. FINNEY
|
||
By:
|
/s/ Joseph D. Finney
|
|
|
Name:
|
Joseph D. Finney
|
|
Title:
|
Main Street President
|
CHRISTOPHER J. STEPHENS
|
||
By:
|
/s/ Christopher Stephens
|
|
|
Name:
|
|
|
Title:
|
|
THE VILLAGES INVESCO, LLC
|
||
By:
|
/s/ Kelsea Morse Manly
|
|
|
Name:
|
Kelsea Morse Manly
|
|
Title:
|
Manager
|
Term
|
Section
|
Agreement
|
Preamble
|
Amended and Restated Bylaws
|
Section 2.1(a)
|
Amended and Restated Certificate of Incorporation
|
Section 2.1(a)
|
Assignment Agreement
|
Section 2.1(b)(vi)
|
Attorney
|
Section 2.2(c)
|
BIGH
|
Preamble
|
Board
|
Recitals
|
Class B Securities Purchase Agreement
|
Section 2.1(b)(iv)
|
Company
|
Preamble
|
Conversion
|
Section 2.1(b)(ii)
|
Exchange Agreement
|
Section 2.1(b)(iii)
|
Exchanged Interest
|
Section 2.1(b)(iii)
|
IPO
|
Recitals
|
Pre-Reorganization LLC Member
|
Preamble
|
Pubco
|
Preamble
|
Recapitalization Agreement
|
Section 2.1(b)(ii)
|
Reorganization Transaction
|
Section 2.1
|
Stockholders Agreement
|
Section 2.1(b)(v)
|
Tax Receivables Agreement
|
Section 2.1(b)(v)
|
Third Amended and Restated LLC Agreement
|
Section 2.1(b)(i)
|
|
BALDWIN RISK PARTNERS, LLC
|
|
By: /s/ Trevor Baldwin
|
|
Name: Trevor L. Baldwin
|
|
Title: Chief Executive Officer
|
|
BRP GROUP, INC.
|
|
By: /s/ Kris Wiebeck
|
|
Name: Kris Wiebeck
|
|
Title: CFO
|
|
|
|
BALDWIN INSURANCE GROUP HOLDINGS, LLC
|
|
By: /s/ L. Lowry Baldwin
|
|
Name: L. Lowry Baldwin
|
|
Title: Manager
|
|
|
|
L. LOWRY BALDWIN
|
|
By: /s/ L. Lowry Baldwin
|
|
Name: L. Lowry Baldwin
|
|
Title: Partner
|
|
|
|
LAURA R. SHERMAN
|
|
By: /s/ Laura Sherman
|
|
Name: Laura Sherman
|
|
Title: Founding Partner
|
|
|
|
ELIZABETH H. KRYSTYN
|
|
By: /s/ Elizabeth Krystyn
|
|
Name:
|
|
Title:
|
|
|
|
TREVOR L. BALDWIN
|
|
By: /s/ Trevor Baldwin
|
|
Name: Trevor Baldwin
|
|
Title: CEO
|
|
|
|
THE LAURA R. SHERMAN GRAT 2019-1, DATED SEPTEMBER 30, 2019
|
|
By: /s/ Laura Sherman
|
|
Name: Laura R. Sherman
|
|
Its: Sole Trustee
|
|
|
|
THE LAURA R. SHERMAN GRAT 2019-2, DATED SEPTEMBER 30, 2019
|
|
By: /s/ Laura Sherman
|
|
Name: Laura R. Sherman
|
|
Its: Sole Trustee
|
|
THE ELIZABETH H. KRYSTYN 2019 GRANTOR RETAINED ANNUITY TRUST I, DATED SEPTEMBER 30, 2019
|
|
By: /s/ Elizabeth Krystyn
|
|
Name: Elizabeth H. Krystyn
|
|
Its: Sole Trustee
|
|
|
|
THE ELIZABETH H. KRYSTYN 2019 GRANTOR RETAINED ANNUITY TRUST II, DATED SEPTEMBER 30, 2019
|
|
By: /s/ Elizabeth Krystyn
|
|
Name: Elizabeth H. Krystyn
|
|
Its: Sole Trustee
|
|
|
|
KRISTOPHER A. WIEBECK
|
|
By: /s/ Kris Wiebeck
|
|
Name: Kris Wiebeck
|
|
Title: CFO
|
|
|
|
THE KRISTOPHER A. WIEBECK 2019 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2019
|
|
By: /s/ Kris Wiebeck
|
|
Name: Kristopher A. Wiebeck
|
|
Its: Sole Trustee
|
|
|
|
JOHN A. VALENTINE
|
|
By: /s/ John Valentine
|
|
Name: John Valentine
|
|
Title: Chief Partnership Officer
|
|
|
|
THE JOHN A. VALENTINE 2019 GRANTOR RETAINED ANNUITY TRUST, DATED SEPTEMBER 30, 2019
|
|
By: /s/ John Valentine
|
|
Name: John A. Valentine
|
|
Its: Sole Trustee
|
|
|
|
DANIEL GALBRAITH
|
|
By: /s/ Daniel Galbraith
|
|
Name: Daniel Galbraith
|
|
Title: Chief Operating Officer
|
|
|
|
BRADFORD L. HALE
|
|
By: /s/ Bradford L. Hale
|
|
Name: Bradford Hale
|
|
Title: Chief Accounting Officer
|
|
|
|
JOSEPH D. FINNEY
|
|
By: /s/ Joseph D. Finney
|
|
Name:
|
|
Title: Main Street President
|
|
|
|
THE VILLAGES INVESCO, LLC
|
|
By: /s/ Kelsea Morse Manly
|
|
Name: Kelsea Morse Manly
|
|
Title: Manager
|
|
CHRISTOPHER J. STEPHENS
|
|
By: /s/ Christopher Stephens
|
|
Name:
|
|
Title:
|
|
|
|
MATTHEW HAMMER
|
|
By: /s/ Matthew Hammer
|
|
Name:
|
|
Title:
|
|
|
|
WMTHCS & ASSOCIATES, LLC
|
|
By: /s/ H. William Montoya
|
|
Name: H. William Montoya
|
|
Title: Managing Partner
|
|
|
|
AMY INGRAM
|
|
By: /s/ Amy Ingram
|
|
Name: Amy Ingram
|
|
Title: Commercial Managing Director
|
|
|
|
KELLY NASH
|
|
By: /s/ Kelly Nash
|
|
Name: Kelly Nash
|
|
Title: Managing Director
|
|
|
|
WILLIAM TAULBEE
|
|
By: /s/ William P. Taulbee II
|
|
Name: William P. Taulbee II
|
|
Title: Partner
|
MARK WEBB
|
|
By: /s/ R. Mark Webb
|
|
Name: R. Mark Webb
|
|
Title: Partner
|
|
|
|
RICHARD RUSSO
|
|
By: /s/ Richard P. Russo Jr.
|
|
Name: Richard P. Russo Jr.
|
|
Title: Partner
|
|
|
|
FIDUCIARY PARTNERS RETIREMENT GROUP, INC.
|
|
By: /s/ Kenneth F. Jewell
|
|
Name: Kenneth F. Jewell
|
|
Title: CEO
|
|
|
|
KMW CONSULTING, LLC
|
|
By: /s/ Kris Wiebeck
|
|
Name: Kris Wiebeck
|
|
Title: MM
|
|
|
|
W. DAVID COX
|
|
By: /s/ W. David Cox
|
|
Name:
|
|
Title:
|
|
|
|
MICHAEL P. RYAN
|
|
By: /s/ Michael P. Ryan
|
|
Name: Michael P. Ryan
|
|
Title: Managing Advisor
|
|
INSURANCE AFFORDABLE, INC.
|
|
By: /s/ D P Gagnon Jr.
|
|
Name: Dennis P. Gagnon Jr.
|
|
Title: Pres
|
|
|
|
BRIAN BRENNAN
|
|
By: /s/ Brian Brennan
|
|
Name: Brian Brennan
|
|
Title:
|
|
|
|
CLINTON DURST
|
|
By: /s/ Clinton James Durst
|
|
Name: Clinton James Durst
|
|
Title: Personal Lines Manager
|
|
|
|
KEN SPRAGGINS
|
|
By: /s/ Ken Spraggins
|
|
Name: Ken Spraggins
|
|
Title:
|
|
|
|
DREW ARMACOST
|
|
By: /s/ Drew Armacost
|
|
Name:
|
|
Title:
|
|
|
|
INSURANCE AGENCIES OF THE VILLAGES, INC.
|
|
By: /s/ Kelsea Morse Manly
|
|
Name: Kelsea Morse Manly
|
|
Title: President
|
|
RYAN INSURANCE & FINANCIAL SERVICES, INC.
|
|
By: /s/ Sean D. Ryan.
|
|
Name: Sean D. Ryan
|
|
Title: President
|
|
|
|
CRB INSURANCE, LLC
|
|
By: /s/ Christopher R. Black
|
|
Name: Christopher R. Black
|
|
Title: Managing Member
|
|
|
|
ROBERT J WENTZELL FAMILY PARTNERSHIP
|
|
By: /s/ Robert J. Wentzell
|
|
Name: Robert J. Wentzell
|
|
Title: Managing Partner
|
|
|
|
ROBERT C. WENTZELL
|
|
By: /s/ Robert Wentzell
|
|
Name: Robert Wentzell
|
|
Title: Managing Partner
|
|
|
|
FOUNDATION INSURANCE OF FLORIDA, INC.
|
|
By: /s/ JasonEisenberg
|
|
Name: Jason Eisenberg
|
|
Title: Manager
|
|
|
|
MILLENNIAL SPECIALTY HOLDCO, LLC
|
|
By: /s/ James M. Roche
|
|
Name: James M. Roche
|
|
Title: Managing Partner
|
|
|
|
AB RISK HOLDCO, INC.
|
|
By: /s/ Keith Becker
|
|
Name: Keith Becker
|
|
Title: President
|
|
|
|
EMANUEL LAURIA
|
|
By: /s/ Emanuel Lauria
|
|
Name: Emanuel Lauria
|
|
Title: CEO
|
|
|
|
IPEO SOLUTIONS LLC
|
|
By: /s/ Michael Ortoll
|
|
Name: Michael Ortoll
|
|
Title: CEO
|
|
Company Name
|
|
State of Incorporation
|
Baldwin Risk Partner's LLC
|
|
Delaware
|
BRP Colleague Inc.
|
|
Florida
|
Baldwin Krystyn Sherman Partners, LLC
|
|
Florida
|
BKS D&M Holdings, LLC
|
|
Florida
|
BRP D&M Insurance, LLC
|
|
Florida
|
BKS Smith, LLC
|
|
Florida
|
BKS MS, LLC
|
|
Florida
|
BKS Partners Galati Marine Solutions, LLC
|
|
Florida
|
BKS Private Risk Group, LLC
|
|
Florida
|
League City Office Building, LLC
|
|
Florida
|
BKS-IPEo JV Partners, LLC
|
|
Florida
|
BKS Financial Services Holdings, LLC
|
|
Florida
|
BKS Financial Investments, LLC
|
|
Florida
|
BKS Securities, LLC
|
|
Florida
|
BRP Main Street Insurance Holdings, LLC
|
|
Florida
|
BRP Bradenton Insurance, LLC
|
|
Florida
|
BRP Black Insurance, LLC
|
|
Florida
|
BRP Ryan Insurance, LLC
|
|
Florida
|
BRP Affordable Home Insurance, LLC
|
|
Florida
|
The Villages Insurance Partners, LLC
|
|
Florida
|
Laureate Insurance Partners, LLC
|
|
Florida
|
BRP Foundation, LLC
|
|
Florida
|
BRP Insurance Intermediary Holdings, LLC
|
|
Florida
|
AB Risk Specialist, LLC
|
|
Florida
|
KB Risk Solutions, LLC
|
|
Florida
|
Millennial Specialty Insurance, LLC
|
|
Florida
|
BRP Specialty Wholesale, LLC
|
|
Florida
|
BRP Medicare Insurance Holdings, LLC
|
|
Florida
|
BRP Medicare Insurance, LLC
|
|
Florida
|
BRP Medicare Insurance II, LLC
|
|
Florida
|
BRP Medicare Insurance III, LLC
|
|
Florida
|
1.
|
I have reviewed this Annual Report on Form 10-K 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: March 24, 2020
|
1.
|
I have reviewed this Annual Report on Form 10-K 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: March 24, 2020
|
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: March 24, 2020
|
By:
|
/s/ Trevor L. Baldwin
|
|
|
Trevor L. Baldwin
|
|
|
Chief Executive Officer
|
|
|
|
Date: March 24, 2020
|
By:
|
/s/ Kristopher A. Wiebeck
|
|
|
Kristopher A. Wiebeck
|
|
|
Chief Financial Officer
|