BRP Group, Inc. Announces First Quarter 2022 Results
BRP Group reported a remarkable 59% revenue growth year-over-year for Q1 2022, reaching $242.8 million. The company achieved 16% organic revenue growth, with the 'MGA of the Future' platform growing 42% to $24.4 million. GAAP net income stood at $44.8 million ($0.39 per diluted share), while adjusted net income was $57.5 million ($0.50 per diluted share). With a strong liquidity position of $156.8 million in cash and a recent acquisition of Westwood Insurance Agency, BRP Group is poised for continued growth in 2022.
- First quarter 2022 revenue grew 59% year-over-year to $242.8 million.
- Organic revenue growth was 16% year-over-year.
- 'MGA of the Future' organic revenue increased 42% to $24.4 million.
- Adjusted net income rose to $57.5 million, or $0.50 per fully diluted share.
- Adjusted EBITDA grew 37% to $72.9 million with a margin of 30%.
- Completed a significant acquisition with Westwood Insurance Agency enhancing growth initiatives.
- None.
- First Quarter 2022 Revenue Grew
- First Quarter 2022 Organic Revenue Growth(1) of
FIRST QUARTER 2022 HIGHLIGHTS AND SUBSEQUENT EVENTS
-
Revenue increased
59% year-over-year to$242.8 million
-
Organic Revenue Growth was
16% year-over-year
-
“MGA of the Future” organic revenue grew
42% year-over-year to$24.4 million
-
GAAP net income of
and GAAP earnings per fully diluted share of$44.8 million $0.39
-
Adjusted Net Income(2) of
, or$57.5 million (2) per fully diluted share$0.50
-
Adjusted EBITDA(3) grew
37% to$72.9 million
-
Adjusted EBITDA Margin(3) of
30%
-
Subsequent to
March 31, 2022 , closed one Partner acquisition that generated total revenue(4) of approximately for the 12-month period pre-acquisition$81.8 million
“We enjoyed a strong start to 2022, growing revenue nearly
LIQUIDITY AND CAPITAL RESOURCES
As of
WEBCAST AND CONFERENCE CALL INFORMATION
A webcast replay of the call will be available at ir.baldwinriskpartners.com for one year following the call.
ABOUT
FOOTNOTES
(1) |
|
Organic Revenue for the three months ended |
(2) |
|
Adjusted Net Income and Adjusted Diluted EPS are non-GAAP measures. Reconciliation of Adjusted Net Income to net income attributable to |
(3) |
|
Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net income, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release. |
(4) |
|
Represents the aggregate revenues of Partners acquired during the relevant period presented, for the most recent trailing 12-month period prior to acquisition by the Company, in each case, at the time the due diligence was concluded based on a quality of earnings review and not an audit. |
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent BRP Group’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or BRP Group’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in BRP Group’s Annual Report on Form 10-K for the year ended
|
||||||||
|
|
For the Three Months
|
||||||
(in thousands, except share and per share data) |
|
2022 |
|
2021 |
||||
Revenues: |
|
|
|
|
||||
Commissions and fees |
|
$ |
242,848 |
|
|
$ |
152,828 |
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
||||
Commissions, employee compensation and benefits |
|
|
153,750 |
|
|
|
89,375 |
|
Other operating expenses |
|
|
36,442 |
|
|
|
16,875 |
|
Amortization expense |
|
|
17,562 |
|
|
|
10,537 |
|
Change in fair value of contingent consideration |
|
|
(5,632 |
) |
|
|
(1,503 |
) |
Depreciation expense |
|
|
988 |
|
|
|
594 |
|
Total operating expenses |
|
|
203,110 |
|
|
|
115,878 |
|
|
|
|
|
|
||||
Operating income |
|
|
39,738 |
|
|
|
36,950 |
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
||||
Interest expense, net |
|
|
(10,350 |
) |
|
|
(5,643 |
) |
Other income, net |
|
|
15,451 |
|
|
|
— |
|
Total other income (expense) |
|
|
5,101 |
|
|
|
(5,643 |
) |
|
|
|
|
|
||||
Net income |
|
|
44,839 |
|
|
|
31,307 |
|
Less: net income attributable to noncontrolling interests |
|
|
21,970 |
|
|
|
16,001 |
|
Net income attributable to |
|
$ |
22,869 |
|
|
$ |
15,306 |
|
|
|
|
|
|
||||
Comprehensive income |
|
$ |
44,839 |
|
|
$ |
31,307 |
|
Comprehensive income attributable to noncontrolling interests |
|
|
21,970 |
|
|
|
16,001 |
|
Comprehensive income attributable to |
|
|
22,869 |
|
|
|
15,306 |
|
|
|
|
|
|
||||
Basic earnings per share |
|
$ |
0.41 |
|
|
$ |
0.35 |
|
Diluted earnings per share |
|
$ |
0.39 |
|
|
$ |
0.33 |
|
Weighted-average shares of Class A common stock outstanding - basic |
|
|
55,719,803 |
|
|
|
44,255,011 |
|
Weighted-average shares of Class A common stock outstanding - diluted |
|
|
58,715,825 |
|
|
|
45,783,086 |
|
|
||||||||
(in thousands, except share and per share data) |
|
|
|
|
||||
Assets |
|
|
|
|
||||
Current assets: |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
156,811 |
|
|
$ |
138,292 |
|
Restricted cash |
|
|
87,097 |
|
|
|
89,445 |
|
Premiums, commissions and fees receivable, net |
|
|
375,290 |
|
|
|
340,837 |
|
Prepaid expenses and other current assets |
|
|
14,226 |
|
|
|
8,151 |
|
Due from related parties |
|
|
1,757 |
|
|
|
1,668 |
|
Total current assets |
|
|
635,181 |
|
|
|
578,393 |
|
Property and equipment, net |
|
|
18,280 |
|
|
|
17,474 |
|
Right-of-use assets |
|
|
83,014 |
|
|
|
81,646 |
|
Other assets |
|
|
45,543 |
|
|
|
25,586 |
|
Intangible assets, net |
|
|
927,605 |
|
|
|
944,467 |
|
|
|
|
1,232,399 |
|
|
|
1,228,741 |
|
Total assets |
|
$ |
2,942,022 |
|
|
$ |
2,876,307 |
|
Liabilities, Mezzanine Equity and Stockholders’ Equity |
|
|
|
|
||||
Current liabilities: |
|
|
|
|
||||
Premiums payable to insurance companies |
|
$ |
309,257 |
|
|
$ |
310,045 |
|
Producer commissions payable |
|
|
52,314 |
|
|
|
41,833 |
|
Accrued expenses and other current liabilities |
|
|
87,316 |
|
|
|
92,223 |
|
Related party notes payable |
|
|
61,500 |
|
|
|
61,500 |
|
Current portion of contingent earnout liabilities |
|
|
20,897 |
|
|
|
35,088 |
|
Total current liabilities |
|
|
531,284 |
|
|
|
540,689 |
|
Revolving lines of credit |
|
|
75,000 |
|
|
|
35,000 |
|
Long-term debt, less current portion |
|
|
813,172 |
|
|
|
814,614 |
|
Contingent earnout liabilities, less current portion |
|
|
206,950 |
|
|
|
223,501 |
|
Operating lease liabilities, less current portion |
|
|
72,622 |
|
|
|
71,357 |
|
Other liabilities |
|
|
3,959 |
|
|
|
3,590 |
|
Total liabilities |
|
|
1,702,987 |
|
|
|
1,688,751 |
|
Commitments and contingencies |
|
|
|
|
||||
Mezzanine equity: |
|
|
|
|
||||
Redeemable noncontrolling interest |
|
|
288 |
|
|
|
269 |
|
Stockholders’ equity: |
|
|
|
|
||||
Class A common stock, par value |
|
|
588 |
|
|
|
586 |
|
Class B common stock, par value |
|
|
6 |
|
|
|
6 |
|
Additional paid-in capital |
|
|
671,143 |
|
|
|
663,002 |
|
Accumulated deficit |
|
|
(32,123 |
) |
|
|
(54,992 |
) |
Stockholder notes receivable |
|
|
(175 |
) |
|
|
(219 |
) |
Total stockholders’ equity attributable to |
|
|
639,439 |
|
|
|
608,383 |
|
Noncontrolling interest |
|
|
599,308 |
|
|
|
578,904 |
|
Total stockholders’ equity |
|
|
1,238,747 |
|
|
|
1,187,287 |
|
Total liabilities, mezzanine equity and stockholders’ equity |
|
$ |
2,942,022 |
|
|
$ |
2,876,307 |
|
|
||||||||
|
|
For the Three Months
|
||||||
(in thousands) |
|
2022 |
|
2021 |
||||
Cash flows from operating activities: |
|
|
|
|
||||
Net income |
|
$ |
44,839 |
|
|
$ |
31,307 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|
|
|
|
||||
Depreciation and amortization |
|
|
18,550 |
|
|
|
11,131 |
|
Change in fair value of contingent consideration |
|
|
(5,632 |
) |
|
|
(1,503 |
) |
Share-based compensation expense |
|
|
7,564 |
|
|
|
3,542 |
|
Amortization of deferred financing costs |
|
|
1,286 |
|
|
|
693 |
|
Change in fair value of interest rate caps |
|
|
(15,810 |
) |
|
|
— |
|
Payment of contingent earnout consideration in excess of purchase price accrual |
|
|
(11,117 |
) |
|
|
— |
|
Changes in operating assets and liabilities, net of effect of acquisitions: |
|
|
|
|
||||
Premiums, commissions and fees receivable, net |
|
|
(35,359 |
) |
|
|
(50,364 |
) |
Prepaid expenses and other current assets |
|
|
(8,908 |
) |
|
|
(467 |
) |
Due to/from related parties |
|
|
(89 |
) |
|
|
174 |
|
Right-of-use assets |
|
|
(1,368 |
) |
|
|
(54,856 |
) |
Accounts payable, accrued expenses and other current liabilities |
|
|
627 |
|
|
|
7,751 |
|
Operating lease liabilities |
|
|
1,984 |
|
|
|
55,879 |
|
Net cash provided by (used in) operating activities |
|
|
(3,433 |
) |
|
|
3,287 |
|
Cash flows from investing activities: |
|
|
|
|
||||
Capital expenditures |
|
|
(1,793 |
) |
|
|
(1,000 |
) |
Investment in business venture |
|
|
(639 |
) |
|
|
— |
|
Cash consideration paid for asset acquisitions, net of cash received |
|
|
(700 |
) |
|
|
— |
|
Cash consideration paid for business combinations, net of cash received |
|
|
— |
|
|
|
(17,358 |
) |
Net cash used in investing activities |
|
|
(3,132 |
) |
|
|
(18,358 |
) |
Cash flows from financing activities: |
|
|
|
|
||||
Payment of contingent earnout consideration up to amount of purchase price accrual |
|
|
(13,993 |
) |
|
|
— |
|
Proceeds from revolving line of credit |
|
|
40,000 |
|
|
|
— |
|
Payments on long-term debt |
|
|
(2,127 |
) |
|
|
(1,000 |
) |
Payments of debt issuance costs |
|
|
(1,188 |
) |
|
|
(59 |
) |
Purchase of interest rate caps |
|
|
— |
|
|
|
(3,461 |
) |
Proceeds from repayment of stockholder notes receivable |
|
|
44 |
|
|
|
116 |
|
Net cash provided by (used in) financing activities |
|
|
22,736 |
|
|
|
(4,404 |
) |
Net increase (decrease) in cash and cash equivalents and restricted cash |
|
|
16,171 |
|
|
|
(19,475 |
) |
Cash and cash equivalents and restricted cash at beginning of period |
|
|
227,737 |
|
|
|
142,022 |
|
Cash and cash equivalents and restricted cash at end of period |
|
$ |
243,908 |
|
|
$ |
122,547 |
|
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA, Adjusted EBITDA Margin, Organic Revenue, Organic Revenue Growth, Adjusted Net Income and Adjusted Diluted Earnings Per Share (“EPS”) are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for Organic Revenue and Organic Revenue Growth), net income (loss) (for Adjusted EBITDA and Adjusted EBITDA Margin), net income (loss) attributable to
We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to Partnerships, severance, and certain non-recurring costs, including those related to raising capital. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.
Adjusted EBITDA Margin is Adjusted EBITDA divided by commissions and fees. Adjusted EBITDA Margin is a key metric used by management and our board of directors to assess our financial performance. We believe that Adjusted EBITDA Margin is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.
Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA and Adjusted EBITDA Margin:
- do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;
- do not reflect changes in, or cash requirements for, our working capital needs;
- do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations;
- do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
- do not reflect share-based compensation expense and other non-cash charges; and
- exclude certain tax payments that may represent a reduction in cash available to us.
We calculate Organic Revenue Growth based on commissions and fees for the relevant period by excluding the first twelve months of commissions and fees generated from new Partners. Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted for Organic Revenues that were excluded in the prior period because the relevant Partners had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period. For example, revenues from a Partner acquired on
Adjusted Net Income is presented for the purpose of calculating Adjusted Diluted EPS. We define Adjusted Net Income as net income (loss) attributable to
Adjusted Diluted EPS measures our per share earnings excluding certain expenses as discussed above and assuming all shares of Class B common stock were exchanged for Class A common stock. Adjusted Diluted EPS is calculated as Adjusted Net Income divided by adjusted dilutive weighted-average shares outstanding. We believe Adjusted Diluted EPS is useful to investors because it enables them to better evaluate per share operating performance across reporting periods.
Adjusted EBITDA and Adjusted EBITDA Margin
The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net income, which we consider to be the most directly comparable GAAP financial measure:
|
|
For the Three Months
|
||||||
(in thousands, except percentages) |
|
2022 |
|
2021(1) |
||||
Commissions and fees |
|
$ |
242,848 |
|
|
$ |
152,828 |
|
|
|
|
|
|
||||
Net income |
|
$ |
44,839 |
|
|
$ |
31,307 |
|
Adjustments to net income: |
|
|
|
|
||||
Amortization expense |
|
|
17,562 |
|
|
|
10,537 |
|
Change in fair value of interest rate caps |
|
|
(15,810 |
) |
|
|
— |
|
Interest expense, net |
|
|
10,350 |
|
|
|
5,643 |
|
|
|
|
8,216 |
|
|
|
2,445 |
|
Share-based compensation |
|
|
7,564 |
|
|
|
3,542 |
|
Change in fair value of contingent consideration |
|
|
(5,632 |
) |
|
|
(1,503 |
) |
Depreciation expense |
|
|
988 |
|
|
|
594 |
|
Severance |
|
|
222 |
|
|
|
— |
|
Other(2) |
|
|
4,633 |
|
|
|
859 |
|
Adjusted EBITDA |
|
$ |
72,932 |
|
|
$ |
53,424 |
|
Adjusted EBITDA Margin |
|
|
30 |
% |
|
|
35 |
% |
__________
(1) |
|
We revised operating expenses for the three months ended |
(2) |
|
Other addbacks to Adjusted EBITDA include non-recurring recruiting costs, non-recurring remediation efforts, non-recurring professional fees and litigation costs, and non-recurring bonuses. |
Organic Revenue and Organic Revenue Growth
The following table reconciles Organic Revenue and Organic Revenue Growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure:
|
|
For the Three Months
|
||||||
(in thousands, except percentages) |
|
2022 |
|
2021 |
||||
Commissions and fees |
|
$ |
242,848 |
|
|
$ |
152,828 |
|
Partnership commissions and fees(1) |
|
|
(64,777 |
) |
|
|
(91,215 |
) |
Organic Revenue |
|
$ |
178,071 |
|
|
$ |
61,613 |
|
Organic Revenue Growth(2) |
|
$ |
25,181 |
|
|
$ |
7,447 |
|
Organic Revenue Growth %(2) |
|
|
16 |
% |
|
|
14 |
% |
__________
(1) |
|
Includes the first twelve months of such commissions and fees generated from newly acquired Partners. |
(2) |
|
Organic Revenue for the three months ended |
Adjusted Net Income and Adjusted Diluted EPS
The following table reconciles Adjusted Net Income to net income attributable to
|
|
For the Three Months
|
||||||
(in thousands, except per share data) |
|
2022 |
|
2021(1)(2) |
||||
Net income attributable to |
|
$ |
22,869 |
|
|
$ |
15,306 |
|
Net income attributable to noncontrolling interests |
|
|
21,970 |
|
|
|
16,001 |
|
Amortization expense |
|
|
17,562 |
|
|
|
10,537 |
|
Change in fair value of interest rate caps |
|
|
(15,810 |
) |
|
|
— |
|
|
|
|
8,216 |
|
|
|
2,445 |
|
Share-based compensation |
|
|
7,564 |
|
|
|
3,542 |
|
Change in fair value of contingent consideration |
|
|
(5,632 |
) |
|
|
(1,503 |
) |
Amortization of deferred financing costs |
|
|
1,286 |
|
|
|
693 |
|
Depreciation |
|
|
988 |
|
|
|
594 |
|
Severance |
|
|
222 |
|
|
|
— |
|
Other(3) |
|
|
4,633 |
|
|
|
859 |
|
Adjusted pre-tax income |
|
|
63,868 |
|
|
|
48,474 |
|
Adjusted income taxes(4) |
|
|
6,323 |
|
|
|
4,799 |
|
Adjusted Net Income |
|
$ |
57,545 |
|
|
$ |
43,675 |
|
|
|
|
|
|
||||
Weighted-average shares of Class A common stock outstanding - diluted |
|
|
58,716 |
|
|
|
45,783 |
|
Exchange of Class B shares(5) |
|
|
56,269 |
|
|
|
49,789 |
|
Adjusted dilutive weighted-average shares outstanding |
|
|
114,985 |
|
|
|
95,572 |
|
|
|
|
|
|
||||
Adjusted Diluted EPS |
|
$ |
0.50 |
|
|
$ |
0.46 |
|
|
|
|
|
|
||||
Diluted earnings per share |
|
$ |
0.39 |
|
|
$ |
0.33 |
|
Other adjustments to earnings per share |
|
|
0.16 |
|
|
|
0.18 |
|
Adjusted income taxes per share |
|
|
(0.05 |
) |
|
|
(0.05 |
) |
Adjusted Diluted EPS |
|
$ |
0.50 |
|
|
$ |
0.46 |
|
___________
(1) |
|
We revised operating expenses for the three months ended |
(2) |
|
Calculation was adjusted in the fourth quarter of 2021 to include depreciation. Prior year amounts have been conformed to current year presentation. |
(3) |
|
Other addbacks to Adjusted EBITDA include non-recurring recruiting costs, non-recurring remediation efforts, non-recurring professional fees and litigation costs, and non-recurring bonuses. |
(4) |
|
Represents corporate income taxes at assumed effective tax rate of |
(5) |
|
Assumes the full exchange of Class B shares for Class A common stock pursuant to the Amended LLC Agreement. |
COMMONLY USED DEFINED TERMS
The following terms have the following meanings throughout this press release unless the context indicates or requires otherwise:
Amended LLC Agreement |
Third Amended and Restated Limited Liability Company Agreement of |
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Clients |
Our insureds |
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Colleagues |
Our employees |
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GAAP |
Accounting principles generally accepted in |
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Partners |
Companies that we have acquired, or in the case of asset acquisitions, the producers |
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Partnerships |
Strategic acquisitions made by the Company |
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Topic 842 |
Accounting Standards Codification Topic 842, Leases |
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INVESTOR RELATIONS
(813) 259-8032 | IR@baldwinriskpartners.com
PRESS
(813) 387-6842 | rdeangelo@baldwinriskpartners.com
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