BRP Group, Inc. Announces Fourth Quarter and Full Year 2021 Results
BRP Group reported exceptional financial results for the fourth quarter and full year 2021. Revenue soared 129% year-over-year to $159.2 million in Q4, with full-year revenue increasing 135% to $567.3 million. Organic revenue growth was 18% for Q4 and 22% for the year. Despite a GAAP net loss of $44.4 million in Q4, adjusted net income surged 118% to $11.7 million. The company completed six acquisitions in Q4, totaling a pre-acquisition revenue of $133.7 million. BRP Group retains strong liquidity with $138.3 million in cash and $440.0 million available under its credit facility.
- Fourth Quarter 2021 Revenue increased 129% to $159.2 million.
- Full Year 2021 Revenue grew 135% to $567.3 million.
- Adjusted net income for Q4 rose 118% to $11.7 million.
- Adjusted EBITDA grew 91% to $20.2 million in Q4.
- Closed six partner acquisitions in Q4 with $133.7 million pre-acquisition revenue.
- Full Year 2021 'MGA of the Future' revenue increased 47%.
- GAAP net loss of $44.4 million in Q4.
- GAAP net loss of $58.1 million for Full Year 2021.
- Fourth Quarter 2021 Revenue Grew
- Full Year 2021 Revenue Grew
- Fourth Quarter 2021 Organic Revenue Growth(2) of
- Full Year 2021 Organic Revenue Growth(2) of
- Full Year 2021 “MGA of the Future” Revenue Growth of
- Full Year 2021 Total Revenue from Partnerships(6) of
FOURTH QUARTER 2021 HIGHLIGHTS
-
Revenue increased
129% year-over-year to$159.2 million -
Pro Forma Revenue(1) grew
80% year-over-year to$170.0 million -
Organic Revenue Growth(2) was
18% year-over-year -
“MGA of the Future” revenue grew organically
36% year-over-year to$22.4 million -
GAAP net loss of
$44.4 million $0.41 -
Adjusted Net Income(3) grew
118% to$11.7 million $0.10 -
Adjusted EBITDA(4) grew
91% to$20.2 million -
Adjusted EBITDA Margin(4) of
13% -
Pro Forma Adjusted EBITDA(5) of
$28.1 million 17% -
“MGA of the Future” policies in force grew by 30,439 to 692,385 at
December 31, 2021 . Comparatively, in the fourth quarter 2020, policies in force grew sequentially by 24,069 -
Closed six Partner acquisitions during the fourth quarter 2021 that generated total revenue(6) of approximately
$133.7 million
“We had an excellent close to an outstanding year for
LIQUIDITY AND CAPITAL RESOURCES
As of
FULL YEAR 2021 HIGHLIGHTS
-
Revenue increased
135% year-over-year to$567.3 million -
Pro Forma Revenue(1) grew
69% year-over-year to$719.3 million -
Organic Revenue Growth(2) was
22% year-over-year -
“MGA of the Future” revenue grew organically
47% to$85.5 million -
GAAP net loss of
$58.1 million $0.64 -
Adjusted Net Income(3) grew
141% to$80.6 million $0.80 -
Adjusted EBITDA(4) grew
157% to$112.9 million -
Adjusted EBITDA Margin(4) of
20% -
Pro Forma Adjusted EBITDA(5) of
$175.0 million 24% -
Closed 16 Partner acquisitions during 2021 that generated total revenue(6) of approximately
$206.2 million
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)
|
Pro Forma Revenue is a non-GAAP measure. Reconciliation of Pro Forma Revenue to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release. |
(2) |
Pro Forma Revenue is a non-GAAP measure. Reconciliation of Pro Forma Revenue to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release. |
(3) |
Adjusted Net Income and Adjusted Diluted EPS are non-GAAP measures. Reconciliation of Adjusted Net Income to net loss attributable to |
(4) |
Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to net loss, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release. |
(5) |
Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release. |
(6) |
Represents the aggregate revenues of Partners acquired during the relevant period presented, for the most recent trailing 12-month period prior to acquisition by the Company, in each case, at the time the due diligence was concluded based on a quality of earnings review and not an audit. |
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent BRP Group’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or BRP Group’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in BRP Group’s Annual Report on Form 10-K for the year ended
|
|||||||||||||||
|
|||||||||||||||
Consolidated Statements of Comprehensive Loss |
|||||||||||||||
|
For the Three Months
|
|
For the Years
|
||||||||||||
(in thousands, except share and per share data) |
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Revenues: |
|
|
|
|
|
|
|
||||||||
Commissions and fees |
$ |
159,200 |
|
|
$ |
69,649 |
|
|
$ |
567,290 |
|
|
$ |
240,919 |
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses: |
|
|
|
|
|
|
|
||||||||
Commissions, employee compensation and benefits |
|
121,529 |
|
|
|
51,834 |
|
|
|
400,050 |
|
|
|
174,114 |
|
Other operating expenses |
|
37,782 |
|
|
|
17,483 |
|
|
|
102,162 |
|
|
|
48,060 |
|
Amortization expense |
|
14,845 |
|
|
|
5,807 |
|
|
|
48,720 |
|
|
|
19,038 |
|
Change in fair value of contingent consideration |
|
22,033 |
|
|
|
7,819 |
|
|
|
45,196 |
|
|
|
20,516 |
|
Depreciation expense |
|
868 |
|
|
|
466 |
|
|
|
2,788 |
|
|
|
1,129 |
|
Total operating expenses |
|
197,057 |
|
|
|
83,409 |
|
|
|
598,916 |
|
|
|
262,857 |
|
|
|
|
|
|
|
|
|
||||||||
Operating loss |
|
(37,857 |
) |
|
|
(13,760 |
) |
|
|
(31,626 |
) |
|
|
(21,938 |
) |
|
|
|
|
|
|
|
|
||||||||
Other income (expense): |
|
|
|
|
|
|
|
||||||||
Interest expense, net |
|
(8,468 |
) |
|
|
(5,303 |
) |
|
|
(26,899 |
) |
|
|
(7,857 |
) |
Other income (expense), net |
|
1,959 |
|
|
|
(72 |
) |
|
|
424 |
|
|
|
(95 |
) |
Total other expense |
|
(6,509 |
) |
|
|
(5,375 |
) |
|
|
(26,475 |
) |
|
|
(7,952 |
) |
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes |
|
(44,366 |
) |
|
|
(19,135 |
) |
|
|
(58,101 |
) |
|
|
(29,890 |
) |
Income tax expense (benefit) |
|
19 |
|
|
|
(17 |
) |
|
|
19 |
|
|
|
(5 |
) |
Net loss |
|
(44,385 |
) |
|
|
(19,118 |
) |
|
|
(58,120 |
) |
|
|
(29,885 |
) |
Less: net loss attributable to noncontrolling interests |
|
(21,738 |
) |
|
|
(8,810 |
) |
|
|
(27,474 |
) |
|
|
(14,189 |
) |
Net loss attributable to |
$ |
(22,647 |
) |
|
$ |
(10,308 |
) |
|
$ |
(30,646 |
) |
|
$ |
(15,696 |
) |
|
|
|
|
|
|
|
|
||||||||
Comprehensive loss |
$ |
(44,385 |
) |
|
$ |
(19,118 |
) |
|
$ |
(58,120 |
) |
|
$ |
(29,885 |
) |
Comprehensive loss attributable to noncontrolling interests |
|
(21,738 |
) |
|
|
(8,810 |
) |
|
|
(27,474 |
) |
|
|
(14,189 |
) |
Comprehensive loss attributable to |
|
(22,647 |
) |
|
|
(10,308 |
) |
|
|
(30,646 |
) |
|
|
(15,696 |
) |
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share |
$ |
(0.41 |
) |
|
$ |
(0.29 |
) |
|
$ |
(0.64 |
) |
|
$ |
(0.58 |
) |
Basic and diluted weighted-average shares of Class A common stock outstanding |
|
54,874,756 |
|
|
|
35,527,936 |
|
|
|
47,587,866 |
|
|
|
27,175,705 |
|
|
||||||||
Consolidated Balance Sheets |
||||||||
|
|
|
||||||
(in thousands, except share and per share data) |
|
|
2021 |
|
|
|
2020 |
|
Assets |
|
|
|
|
||||
Current assets: |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
138,292 |
|
|
$ |
108,462 |
|
Restricted cash |
|
|
89,445 |
|
|
|
33,560 |
|
Premiums, commissions and fees receivable, net |
|
|
340,837 |
|
|
|
155,501 |
|
Prepaid expenses and other current assets |
|
|
8,151 |
|
|
|
4,447 |
|
Due from related parties |
|
|
1,668 |
|
|
|
19 |
|
Total current assets |
|
|
578,393 |
|
|
|
301,989 |
|
Property and equipment, net |
|
|
17,474 |
|
|
|
11,019 |
|
Right-of-use assets |
|
|
81,646 |
|
|
|
— |
|
Other assets |
|
|
25,586 |
|
|
|
11,084 |
|
Intangible assets, net |
|
|
944,467 |
|
|
|
554,320 |
|
|
|
|
1,228,741 |
|
|
|
651,502 |
|
Total assets |
|
$ |
2,876,307 |
|
|
$ |
1,529,914 |
|
Liabilities, Mezzanine Equity and Stockholders’ Equity |
|
|
|
|
||||
Current liabilities: |
|
|
|
|
||||
Premiums payable to insurance companies |
|
$ |
310,045 |
|
|
$ |
135,576 |
|
Producer commissions payable |
|
|
41,833 |
|
|
|
24,260 |
|
Accrued expenses and other current liabilities |
|
|
92,223 |
|
|
|
51,490 |
|
Related party notes payable |
|
|
61,500 |
|
|
|
— |
|
Current portion of contingent earnout liabilities |
|
|
35,088 |
|
|
|
6,094 |
|
Total current liabilities |
|
|
540,689 |
|
|
|
217,420 |
|
Revolving line of credit |
|
|
35,000 |
|
|
|
— |
|
Long-term debt, less current portion |
|
|
814,614 |
|
|
|
381,382 |
|
Contingent earnout liabilities, less current portion |
|
|
223,501 |
|
|
|
158,725 |
|
Operating lease liabilities, less current portion |
|
|
71,357 |
|
|
|
— |
|
Other liabilities |
|
|
3,590 |
|
|
|
2,419 |
|
Total liabilities |
|
|
1,688,751 |
|
|
|
759,946 |
|
Commitments and contingencies |
|
|
|
|
||||
Mezzanine equity: |
|
|
|
|
||||
Redeemable noncontrolling interest |
|
|
269 |
|
|
|
98 |
|
Stockholders’ equity: |
|
|
|
|
||||
Class A common stock, par value |
|
|
586 |
|
|
|
450 |
|
Class B common stock, par value |
|
|
6 |
|
|
|
5 |
|
Additional paid-in capital |
|
|
663,002 |
|
|
|
392,139 |
|
Accumulated deficit |
|
|
(54,992 |
) |
|
|
(24,346 |
) |
Stockholder notes receivable |
|
|
(219 |
) |
|
|
(465 |
) |
Total stockholders’ equity attributable to |
|
|
608,383 |
|
|
|
367,783 |
|
Noncontrolling interest |
|
|
578,904 |
|
|
|
402,087 |
|
Total stockholders’ equity |
|
|
1,187,287 |
|
|
|
769,870 |
|
Total liabilities, mezzanine equity and stockholders’ equity |
|
$ |
2,876,307 |
|
|
$ |
1,529,914 |
|
|
||||||||
Consolidated Statements of Cash Flows |
||||||||
|
|
For the Years Ended |
||||||
(in thousands) |
|
|
2021 |
|
|
|
2020 |
|
Cash flows from operating activities: |
|
|
|
|
||||
Net loss |
|
$ |
(58,120 |
) |
|
$ |
(29,885 |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
||||
Depreciation and amortization |
|
|
51,508 |
|
|
|
20,167 |
|
Change in fair value of contingent consideration |
|
|
45,196 |
|
|
|
20,516 |
|
Share-based compensation expense |
|
|
19,193 |
|
|
|
7,744 |
|
Amortization of deferred financing costs |
|
|
3,506 |
|
|
|
1,002 |
|
Payment of contingent earnout consideration in excess of purchase price accrual |
|
|
(4,825 |
) |
|
|
(1,727 |
) |
Other fair value adjustments |
|
|
311 |
|
|
|
67 |
|
Change in fair value of interest rate caps |
|
|
123 |
|
|
|
— |
|
Changes in operating assets and liabilities, net of effect of acquisitions: |
|
|
|
|
||||
Premiums, commissions and fees receivable, net |
|
|
(64,501 |
) |
|
|
(6,828 |
) |
Prepaid expenses and other assets |
|
|
(8,032 |
) |
|
|
(1,611 |
) |
Due to/from related parties |
|
|
(1,649 |
) |
|
|
24 |
|
Right-of-use assets |
|
|
(81,646 |
) |
|
|
— |
|
Accounts payable, accrued expenses and other current liabilities |
|
|
55,188 |
|
|
|
27,348 |
|
Operating lease liabilities |
|
|
83,877 |
|
|
|
— |
|
Net cash provided by operating activities |
|
|
40,129 |
|
|
|
36,817 |
|
Cash flows from investing activities: |
|
|
|
|
||||
Cash consideration paid for business combinations, net of cash received |
|
|
(668,033 |
) |
|
|
(669,236 |
) |
Capital expenditures |
|
|
(5,321 |
) |
|
|
(5,469 |
) |
Investment in business venture |
|
|
(1,907 |
) |
|
|
(1,250 |
) |
Cash consideration paid for asset acquisitions, net of cash received |
|
|
(3,212 |
) |
|
|
(1,854 |
) |
Net cash used in investing activities |
|
|
(678,473 |
) |
|
|
(677,809 |
) |
Cash flows from financing activities: |
|
|
|
|
||||
Proceeds from issuance of Class A common stock, net of underwriting discounts |
|
|
269,375 |
|
|
|
451,574 |
|
Purchase of LLC Units from shareholders |
|
|
— |
|
|
|
(78,274 |
) |
Payment of offering costs |
|
|
(1,054 |
) |
|
|
(1,868 |
) |
Payment of contingent and guaranteed earnout consideration |
|
|
(7,723 |
) |
|
|
(1,192 |
) |
Proceeds from revolving line of credit |
|
|
420,210 |
|
|
|
385,637 |
|
Repayments of revolving line of credit |
|
|
(385,210 |
) |
|
|
(325,000 |
) |
Proceeds from long-term debt |
|
|
441,430 |
|
|
|
286,331 |
|
Repayments of long-term debt |
|
|
(5,630 |
) |
|
|
(1,000 |
) |
Payments of debt issuance and debt extinguishment costs |
|
|
(1,124 |
) |
|
|
(4,507 |
) |
Proceeds received from repayment of stockholder/member notes receivable |
|
|
246 |
|
|
|
223 |
|
Purchase of interest rate caps |
|
|
(6,461 |
) |
|
|
— |
|
Other financing activity |
|
|
— |
|
|
|
19 |
|
Net cash provided by financing activities |
|
|
724,059 |
|
|
|
711,943 |
|
Net increase in cash and cash equivalents and restricted cash |
|
|
85,715 |
|
|
|
70,951 |
|
Cash and cash equivalents and restricted cash at beginning of year |
|
|
142,022 |
|
|
|
71,071 |
|
Cash and cash equivalents and restricted cash at end of year |
|
$ |
227,737 |
|
|
$ |
142,022 |
|
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA, Adjusted EBITDA Margin, Organic Revenue, Organic Revenue Growth, Adjusted Net Income, Adjusted Diluted Earnings Per Share (“EPS”), Pro Forma Revenue, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for Organic Revenue, Organic Revenue Growth and Pro Forma Revenue), net income (loss) (for Adjusted EBITDA, Adjusted EBITDA Margin, Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin), net income (loss) attributable to
Adjusted EBITDA eliminates the effects of financing, depreciation, amortization and change in fair value of contingent consideration. We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to Partnerships including severance, and certain non-recurring costs, including those related to raising capital. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.
Adjusted EBITDA Margin is Adjusted EBITDA divided by commissions and fees. Adjusted EBITDA Margin is a key metric used by management and our board of directors to assess our financial performance. We believe that Adjusted EBITDA Margin is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.
Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA and Adjusted EBITDA Margin:
- do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;
- do not reflect changes in, or cash requirements for, our working capital needs;
- do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations;
- do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
- do not reflect share-based compensation expense and other non-cash charges; and
- exclude certain tax payments that may represent a reduction in cash available to us.
We calculate Organic Revenue Growth based on commissions and fees for the relevant period by excluding the first twelve months of commissions and fees generated from new Partners. Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted for Organic Revenues that were excluded in the prior period because the relevant Partners had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period. For example, revenues from a Partner acquired on
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.
Pro Forma Revenue reflects GAAP revenue (commissions and fees), plus revenue from Partnerships in the unowned periods.
Pro Forma Adjusted EBITDA takes into account Adjusted EBITDA from Partnerships in the unowned periods and eliminates the effects of financing, depreciation and amortization. We define Pro Forma Adjusted EBITDA as pro forma net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to Partnerships including severance, and certain non-recurring costs, including those related to raising capital. We believe that Pro Forma Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance.
Pro Forma Adjusted EBITDA Margin is Pro Forma Adjusted EBITDA divided by Pro Forma Revenue. Pro Forma Adjusted EBITDA Margin is a key metric used by management and our board of directors to assess our financial performance. We believe that Pro Forma Adjusted EBITDA Margin is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Pro Forma Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.
Adjusted EBITDA and Adjusted EBITDA Margin
The following table reconciles Adjusted EBITDA and Adjusted EBITDA Margin to net loss, which we consider to be the most directly comparable GAAP financial measure to Adjusted EBITDA and Adjusted EBITDA Margin:
|
|
For the Three Months
|
|
For the Years
|
||||||||||||
(in thousands, except percentages) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Commissions and fees |
|
$ |
159,200 |
|
|
$ |
69,649 |
|
|
$ |
567,290 |
|
|
$ |
240,919 |
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss |
|
$ |
(44,385 |
) |
|
$ |
(19,118 |
) |
|
$ |
(58,120 |
) |
|
$ |
(29,885 |
) |
Adjustments to net loss: |
|
|
|
|
|
|
|
|
||||||||
Amortization expense |
|
|
14,845 |
|
|
|
5,807 |
|
|
|
48,720 |
|
|
|
19,038 |
|
Change in fair value of contingent consideration |
|
|
22,033 |
|
|
|
7,819 |
|
|
|
45,196 |
|
|
|
20,516 |
|
Interest expense, net |
|
|
8,468 |
|
|
|
5,303 |
|
|
|
26,899 |
|
|
|
7,857 |
|
Share-based compensation |
|
|
7,272 |
|
|
|
2,387 |
|
|
|
19,193 |
|
|
|
7,744 |
|
|
|
|
7,956 |
|
|
|
7,079 |
|
|
|
19,182 |
|
|
|
13,851 |
|
Depreciation expense |
|
|
868 |
|
|
|
466 |
|
|
|
2,788 |
|
|
|
1,129 |
|
Severance |
|
|
390 |
|
|
|
— |
|
|
|
871 |
|
|
|
89 |
|
Change in fair value of interest rate caps |
|
|
(1,036 |
) |
|
|
— |
|
|
|
123 |
|
|
|
— |
|
Income tax provision |
|
|
19 |
|
|
|
(17 |
) |
|
|
19 |
|
|
|
(5 |
) |
Capital related expenses |
|
|
— |
|
|
|
87 |
|
|
|
— |
|
|
|
1,087 |
|
Other |
|
|
3,816 |
|
|
|
802 |
|
|
|
8,038 |
|
|
|
2,535 |
|
Adjusted EBITDA |
|
$ |
20,246 |
|
|
$ |
10,615 |
|
|
$ |
112,909 |
|
|
$ |
43,956 |
|
Adjusted EBITDA Margin |
|
|
13 |
% |
|
|
15 |
% |
|
|
20 |
% |
|
|
18 |
% |
Organic Revenue and Organic Revenue Growth
The following table reconciles Organic Revenue to commissions and fees, which we consider to be the most directly comparable GAAP financial measure to Organic Revenue:
|
|
For the Three Months
|
|
For the Years
|
||||||||||||
(in thousands, except percentages) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Commissions and fees |
|
$ |
159,200 |
|
|
$ |
69,649 |
|
|
$ |
567,290 |
|
|
$ |
240,919 |
|
Partnership commissions and fees (1) |
|
|
(75,888 |
) |
|
|
(26,682 |
) |
|
|
(272,272 |
) |
|
|
(81,250 |
) |
Organic Revenue (2) |
|
$ |
83,312 |
|
|
$ |
42,967 |
|
|
$ |
295,018 |
|
|
$ |
159,669 |
|
Organic Revenue Growth (2) |
|
$ |
12,904 |
|
|
$ |
6,387 |
|
|
$ |
54,004 |
|
|
$ |
21,780 |
|
Organic Revenue Growth % (2) |
|
|
18 |
% |
|
|
17 |
% |
|
|
22 |
% |
|
|
16 |
% |
__________
(1) |
Includes the first twelve months of such commissions and fees generated from newly acquired Partners. For the year ended |
(2) |
Organic Revenue for the three and twelve months ended |
Adjusted Net Income and Adjusted Diluted EPS
The following table reconciles Adjusted Net Income to net loss attributable to
|
|
For the Three Months
|
|
For the Years
|
||||||||||||
(in thousands, except percentages, share and per share data) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Net loss attributable to |
|
$ |
(22,647 |
) |
|
$ |
(10,308 |
) |
|
$ |
(30,646 |
) |
|
$ |
(15,696 |
) |
Net loss attributable to noncontrolling interests |
|
|
(21,738 |
) |
|
|
(8,810 |
) |
|
|
(27,474 |
) |
|
|
(14,189 |
) |
Amortization expense |
|
|
14,845 |
|
|
|
5,807 |
|
|
|
48,720 |
|
|
|
19,038 |
|
Change in fair value of contingent consideration |
|
|
22,033 |
|
|
|
7,819 |
|
|
|
45,196 |
|
|
|
20,516 |
|
Share-based compensation |
|
|
7,272 |
|
|
|
2,387 |
|
|
|
19,193 |
|
|
|
7,744 |
|
|
|
|
7,956 |
|
|
|
7,079 |
|
|
|
19,182 |
|
|
|
13,851 |
|
Amortization of deferred financing costs |
|
|
1,205 |
|
|
|
618 |
|
|
|
3,506 |
|
|
|
1,002 |
|
Depreciation |
|
|
868 |
|
|
|
466 |
|
|
|
2,788 |
|
|
|
1,129 |
|
Severance |
|
|
390 |
|
|
|
— |
|
|
|
871 |
|
|
|
89 |
|
Change in fair value of interest rate caps |
|
|
(1,036 |
) |
|
|
— |
|
|
|
123 |
|
|
|
— |
|
Capital related expenses |
|
|
— |
|
|
|
87 |
|
|
|
— |
|
|
|
1,087 |
|
Other |
|
|
3,816 |
|
|
|
802 |
|
|
|
8,038 |
|
|
|
2,535 |
|
Adjusted pre-tax income |
|
|
12,964 |
|
|
|
5,947 |
|
|
|
89,497 |
|
|
|
37,106 |
|
Adjusted income taxes (1) |
|
|
1,283 |
|
|
|
589 |
|
|
|
8,860 |
|
|
|
3,673 |
|
Adjusted Net Income |
|
$ |
11,681 |
|
|
$ |
5,358 |
|
|
$ |
80,637 |
|
|
$ |
33,433 |
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares of Class A common stock outstanding - diluted |
|
|
54,875 |
|
|
|
35,528 |
|
|
|
47,588 |
|
|
|
27,176 |
|
Dilutive effect of unvested restricted shares of Class A common stock |
|
|
2,710 |
|
|
|
832 |
|
|
|
1,982 |
|
|
|
571 |
|
Exchange of Class B shares (2) |
|
|
55,638 |
|
|
|
46,280 |
|
|
|
51,811 |
|
|
|
45,147 |
|
Adjusted dilutive weighted-average shares outstanding |
|
|
113,223 |
|
|
|
82,640 |
|
|
|
101,381 |
|
|
|
72,894 |
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted Diluted EPS |
|
$ |
0.10 |
|
|
$ |
0.06 |
|
|
$ |
0.80 |
|
|
$ |
0.46 |
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net loss per share |
|
$ |
(0.41 |
) |
|
$ |
(0.29 |
) |
|
$ |
(0.64 |
) |
|
$ |
(0.58 |
) |
Effect of exchange of Class B shares and net loss attributable to noncontrolling interests per share |
|
|
0.02 |
|
|
|
0.06 |
|
|
|
0.07 |
|
|
|
0.17 |
|
Other adjustments to net loss per share |
|
|
0.50 |
|
|
|
0.30 |
|
|
|
1.46 |
|
|
|
0.92 |
|
Adjusted income taxes per share |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
(0.09 |
) |
|
|
(0.05 |
) |
Adjusted Diluted EPS |
|
$ |
0.10 |
|
|
$ |
0.06 |
|
|
$ |
0.80 |
|
|
$ |
0.46 |
|
___________
(1) |
Represents corporate income taxes at assumed effective tax rate of |
(2) |
Assumes the full exchange of Class B shares for Class A common stock pursuant to the Amended LLC Agreement. |
Pro Forma Revenue
The following table reconciles Pro Forma Revenue and Pro Forma Revenue Growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure to Pro Forma Revenue:
|
|
For the Three Months
|
|
For the Years
|
||||||||||||
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Commissions and fees |
|
$ |
159,200 |
|
|
$ |
69,649 |
|
|
$ |
567,290 |
|
|
$ |
240,919 |
|
Revenue for Partnerships in the unowned period(1) |
|
|
10,773 |
|
|
|
24,757 |
|
|
|
152,030 |
|
|
|
185,330 |
|
Pro Forma Revenue |
|
$ |
169,973 |
|
|
$ |
94,406 |
|
|
$ |
719,320 |
|
|
$ |
426,249 |
|
Pro Forma Revenue Growth |
|
$ |
75,567 |
|
|
$ |
57,845 |
|
|
$ |
293,071 |
|
|
$ |
273,639 |
|
Pro Forma Revenue Growth % |
|
|
80 |
% |
|
|
158 |
% |
|
|
69 |
% |
|
|
179 |
% |
___________
(1) |
The adjustments for the three months ended |
Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin
The following table reconciles Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin to net loss, which we consider to be the most directly comparable GAAP financial measure to Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin:
|
|
For the Three Months
|
|
For the Years
|
||||||||||||
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
Pro forma revenue |
|
$ |
169,973 |
|
|
$ |
94,406 |
|
|
$ |
719,320 |
|
|
$ |
426,249 |
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss |
|
|
(44,385 |
) |
|
|
(19,118 |
) |
|
|
(58,120 |
) |
|
|
(29,885 |
) |
Net income for Partnerships in the unowned period(1) |
|
|
5,421 |
|
|
|
4,005 |
|
|
|
29,078 |
|
|
|
25,205 |
|
Pro forma net loss |
|
|
(38,964 |
) |
|
|
(15,113 |
) |
|
|
(29,042 |
) |
|
|
(4,680 |
) |
Adjustments to pro forma net loss: |
|
|
|
|
|
|
|
|
||||||||
Amortization expense |
|
|
16,451 |
|
|
|
10,439 |
|
|
|
68,805 |
|
|
|
43,965 |
|
Change in fair value of contingent consideration |
|
|
22,033 |
|
|
|
7,819 |
|
|
|
45,196 |
|
|
|
20,516 |
|
Interest expense, net |
|
|
9,333 |
|
|
|
5,586 |
|
|
|
39,852 |
|
|
|
22,290 |
|
Share-based compensation |
|
|
7,272 |
|
|
|
2,387 |
|
|
|
19,193 |
|
|
|
7,744 |
|
|
|
|
7,956 |
|
|
|
7,079 |
|
|
|
19,182 |
|
|
|
13,851 |
|
Depreciation expense |
|
|
868 |
|
|
|
746 |
|
|
|
2,788 |
|
|
|
2,474 |
|
Severance related to Partnership activity |
|
|
390 |
|
|
|
— |
|
|
|
871 |
|
|
|
89 |
|
Change in fair value of interest rate caps |
|
|
(1,036 |
) |
|
|
— |
|
|
|
123 |
|
|
|
— |
|
Income tax provision |
|
|
19 |
|
|
|
(17 |
) |
|
|
19 |
|
|
|
(5 |
) |
Capital related expenses |
|
|
— |
|
|
|
87 |
|
|
|
— |
|
|
|
1,087 |
|
Other |
|
|
3,816 |
|
|
|
802 |
|
|
|
8,038 |
|
|
|
2,535 |
|
Pro Forma Adjusted EBITDA |
|
$ |
28,138 |
|
|
$ |
19,815 |
|
|
$ |
175,025 |
|
|
$ |
109,866 |
|
Pro Forma Adjusted EBITDA Margin |
|
|
17 |
% |
|
|
21 |
% |
|
|
24 |
% |
|
|
26 |
% |
___________
| (1) |
The adjustments for the three months ended |
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 |
ASC Topic 606 |
Accounting Standards Codification Topic 606, Revenue from Contracts with Customers |
Clients |
Our insureds |
Colleagues |
Our employees |
GAAP |
Accounting principles generally accepted in |
Partners |
Companies that we have acquired, or in the case of asset acquisitions, the producers |
Partnerships |
Strategic acquisitions made by the Company |
View source version on businesswire.com: https://www.businesswire.com/news/home/20220301006142/en/
INVESTOR RELATIONS
(813) 259-8032 | IR@baldwinriskpartners.com
PRESS
(813) 387-6842 | rdeangelo@baldwinriskpartners.com
Source:
FAQ
What was BRP Group's revenue growth in the fourth quarter of 2021?
How much did BRP Group's full year revenue increase in 2021?
What is BRP Group's adjusted net income for Q4 2021?
How many partner acquisitions did BRP Group complete in Q4 2021?
What was the GAAP net loss for BRP Group in 2021?
