BRP Group Inc
For the period ended Dec 31, 2023. Filed Feb 28, 2024.
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FY2023 · Filed Feb 28, 2024
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. Segment Information
- Segment Information
The Company completed a strategic review of its organizational structure in January 2023 and determined that the chief operating decision-maker, the chief executive officer, would change the way he manages and operates the Company’s Mainstreet and Medicare businesses. Effective in the first quarter of 2023, the chief executive officer reviews the Medicare and Mainstreet businesses on a combined basis as one operating segment, also determined to be an Operating Group, Mainstreet Insurance Solutions, which is used by the chief executive officer to make decisions about the resources to be allocated to the Operating Group and to assess its performance. In addition, the Middle Market and Specialty Operating Groups were rebranded as Insurance Advisory Solutions and Underwriting, Capacity & Technology Solutions, respectively, effective in the first quarter of 2023.
Effective in the first quarter of 2023, BRP Group’s business is divided into three Operating Groups: Insurance Advisory Solutions, Underwriting, Capacity & Technology Solutions and Mainstreet Insurance Solutions.
The Insurance Advisory Solutions (“IAS”) Operating Group provides expertly-designed commercial risk management, employee benefits and private risk management solutions for businesses and high-net-worth individuals, as well as their families, through our national footprint which has assimilated some of the highest quality independent insurance brokers in the country with vast and varied strategic capabilities and expertise.
The Underwriting, Capacity & Technology Solutions (“UCTS”) Operating Group consists of three distinct businesses—our specialty wholesale broker business, our MGA of the Future platform and, as of the third quarter of 2023, our newly launched reinsurance brokerage business, Juniper Re. Our specialty wholesale broker business delivers professionals, individuals and niche industry businesses expanded access to exclusive specialty markets, capabilities and programs requiring complex underwriting and placement. Through its MGA of the Future platform, the Company manufactures proprietary, technology-enabled insurance products that are then distributed (in many instances via technology and/or API integrations) internally via Risk Advisors across its other Operating Groups and externally via select distribution partners, with a focus on sheltered channels where our products deliver speed, ease of use and certainty of execution, an example of which is the national embedded renters insurance product sold at point of lease via integrations with property management software providers.
The Mainstreet Insurance Solutions (“MIS”) Operating Group offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities, with a focus on accessing Clients via sheltered distribution channels, which include, but are not limited to, new home builders, realtors, mortgage originators/lenders, master planned communities, and various other community centers of influence. The MIS Operating Group also offers consultation for government assistance programs and solutions, including traditional Medicare, Medicare Advantage and Affordable Care Act, to seniors and eligible individuals through a network of primarily independent contractor agents.
In all its Operating Groups, the Company generates commissions from insurance placement under both agency bill and direct bill arrangements, and profit-sharing income based on either the underlying book of business or performance, such as loss ratios. All Operating Groups also generate other ancillary income and premium financing income.
In the IAS and UCTS Operating Groups, the Company generates fees from service fee and consulting arrangements. Service fee arrangements are in place with certain Clients for providing insurance placement services.
In the UCTS Operating Group, the Company generates fees from policy fee and installment fee arrangements. Policy fee revenue is earned for acting in the capacity of an MGA and providing payment processing services and other administrative functions on behalf of Insurance Company Partners.
In the MIS Operating Group, the Company generates commissions and fees from marketing income, which is earned through co-branded Medicare marketing campaigns with the Company’s Insurance Company Partners.
In addition, the Company generates investment income in the IAS and UCTS Operating Groups and the Corporate and Other non-reportable segment.
The Company’s chief operating decision maker, the chief executive officer, uses net income (loss) and net income (loss) before interest, taxes, depreciation, amortization, and one-time transactional-related expenses or non-recurring items to manage resources and make decisions about the business.
Summarized financial information regarding the Company’s Operating Groups is shown in the following tables. The Corporate and Other non-reportable segment includes any expenses not allocated to the Operating Groups and corporate-related items, including interest expense. Intersegment revenue and expenses are eliminated through Corporate and Other. Service center expenses and other overhead are allocated to the Company’s Operating Groups based on either revenue or headcount as applicable to each expense.
| For the Year Ended December 31, 2023 | |||||
|---|---|---|---|---|---|
| (in thousands) | Insurance Advisory Solutions | Underwriting, Capacity & Technology Solutions | Mainstreet Insurance Solutions | Corporateand Other | Total |
| Revenues: | |||||
| Commissions and fees(1) | $626,828 | $418,014 | $234,697 | $(67,711) | $1,211,828 |
| Investment income | 3,637 | 2,135 | — | 955 | 6,727 |
| Total revenues | 630,465 | 420,149 | 234,697 | (66,756) | 1,218,555 |
| Operating expenses: | |||||
| Commissions, employee compensation and benefits(1) | 433,596 | 311,708 | 148,240 | 17,810 | 911,354 |
| Other operating expenses | 79,100 | 44,663 | 31,698 | 34,806 | 190,267 |
| Amortization expense | 51,568 | 18,188 | 22,848 | 100 | 92,704 |
| Change in fair value of contingent consideration | 41,481 | 17,755 | 1,847 | — | 61,083 |
| Depreciation expense | 1,462 | 705 | 570 | 2,961 | 5,698 |
| Total operating expenses | 607,207 | 393,019 | 205,203 | 55,677 | 1,261,106 |
| Operating income (loss) | 23,258 | 27,130 | 29,494 | (122,433) | (42,551) |
| Other income (expense): | |||||
| Interest income (expense), net | 157 | — | 30 | (119,652) | (119,465) |
| Other income (expense), net | (263) | 1,148 | — | (1,603) | (718) |
| Total other income (expense) | (106) | 1,148 | 30 | (121,255) | (120,183) |
| Income (loss) before income taxes | 23,152 | 28,278 | 29,524 | (243,688) | (162,734) |
| Income tax expense | 13 | — | 102 | 1,170 | 1,285 |
| Net income (loss) | $23,139 | $28,278 | $29,422 | $(244,858) | $(164,019) |
| Capital expenditures | $1,330 | $7,571 | $3,482 | $8,993 | $21,376 |
| At December 31, 2023 | |||||
| Total assets | $2,250,545 | $688,588 | $518,593 | $44,211 | $3,501,937 |
(1)During the year ended December 31, 2023, the UCTS Operating Group recorded intercompany commissions and fees of $65.9 million and the MIS Operating Group recorded intercompany commissions and fees of $1.8 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other.
| For the Year Ended December 31, 2022 | |||||
|---|---|---|---|---|---|
| (in thousands) | Insurance Advisory Solutions | Underwriting, Capacity & Technology Solutions | Mainstreet Insurance Solutions | Corporateand Other | Total |
| Revenues: | |||||
| Commissions and fees(1) | $558,776 | $307,748 | $157,038 | $(42,842) | $980,720 |
| Total revenues | 558,776 | 307,748 | 157,038 | (42,842) | 980,720 |
| Operating expenses: | |||||
| Commissions, employee compensation and benefits(1) | 385,492 | 218,859 | 97,732 | 17,362 | 719,445 |
| Other operating expenses | 73,638 | 31,313 | 25,702 | 43,055 | 173,708 |
| Amortization expense | 50,209 | 16,946 | 14,578 | 5 | 81,738 |
| Change in fair value of contingent consideration | 26,429 | 5,354 | 524 | — | 32,307 |
| Depreciation expense | 1,476 | 615 | 278 | 2,251 | 4,620 |
| Total operating expenses | 537,244 | 273,087 | 138,814 | 62,673 | 1,011,818 |
| Operating income (loss) | 21,532 | 34,661 | 18,224 | (105,515) | (31,098) |
| Other income (expense): | |||||
| Interest income (expense), net | 232 | — | 30 | (71,334) | (71,072) |
| Other income (expense), net | 265 | (371) | (2) | 26,245 | 26,137 |
| Total other income (expense) | 497 | (371) | 28 | (45,089) | (44,935) |
| Income (loss) before income taxes | 22,029 | 34,290 | 18,252 | (150,604) | (76,033) |
| Income tax expense | — | — | — | 715 | 715 |
| Net income (loss) | $22,029 | $34,290 | $18,252 | $(151,319) | $(76,748) |
| Capital expenditures | $1,738 | $5,655 | $3,018 | $11,568 | $21,979 |
| At December 31, 2022 | |||||
| Total assets | $2,240,483 | $616,117 | $530,504 | $75,078 | $3,462,182 |
(1)During the year ended December 31, 2022, the IAS Operating Group recorded intercompany commissions and fees of $1.7 million; the UCTS Operating Group recorded intercompany commissions and fees of $39.2 million; and the MIS Operating Group recorded intercompany commissions and fees of $1.9 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other.
| For the Year Ended December 31, 2021 | |||||
|---|---|---|---|---|---|
| (in thousands) | Insurance Advisory Solutions | Underwriting, Capacity & Technology Solutions | Mainstreet Insurance Solutions | Corporateand Other | Total |
| Revenues: | |||||
| Commissions and fees(1) | $363,822 | $144,455 | $61,736 | $(2,723) | $567,290 |
| Total revenues | 363,822 | 144,455 | 61,736 | (2,723) | 567,290 |
| Operating expenses: | |||||
| Commissions, employee compensation and benefits(1) | 234,652 | 102,824 | 39,193 | 23,381 | 400,050 |
| Other operating expenses | 50,037 | 13,716 | 10,259 | 28,150 | 102,162 |
| Amortization expense | 34,056 | 11,326 | 3,333 | 5 | 48,720 |
| Change in fair value of contingent consideration | 32,735 | 11,881 | 580 | — | 45,196 |
| Depreciation expense | 1,483 | 184 | 345 | 776 | 2,788 |
| Total operating expenses | 352,963 | 139,931 | 53,710 | 52,312 | 598,916 |
| Operating income (loss) | 10,859 | 4,524 | 8,026 | (55,035) | (31,626) |
| Other income (expense): | |||||
| Interest income (expense), net | (150) | (2) | 1 | (26,748) | (26,899) |
| Other income (expense), net | 573 | (38) | (4) | (107) | 424 |
| Total other income (expense) | 423 | (40) | (3) | (26,855) | (26,475) |
| Income (loss) before taxes | 11,282 | 4,484 | 8,023 | (81,890) | (58,101) |
| Income tax expense | — | — | — | 19 | 19 |
| Net income (loss) | $11,282 | $4,484 | $8,023 | $(81,909) | $(58,120) |
| Capital expenditures | $949 | $590 | $191 | $3,591 | $5,321 |
(1)During the year ended December 31, 2021, the IAS Operating Group recorded intercompany commissions and fees of $1.5 million; the UCTS Operating Group recorded intercompany commissions and fees of $0.2 million; and the MIS Operating Group recorded intercompany commissions and fees of $1.1 million. Intercompany commissions and fees and intercompany commission expense are eliminated through Corporate and Other.
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