The pro forma information presented herein gives effect to the results of our 2019 and 2018 Partnerships during the unowned period as if the Company had acquired such Partners on January 1, 2019 and January 1, 2018, respectively. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.
Pro forma Adjusted EBITDA and pro forma Adjusted EBITDA Margin are not measures of financial performance under GAAP and should not be considered substitutes for net income. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for commissions and fees, net income or other consolidated income statement data prepared in accordance with GAAP. Other companies in our industry may define or calculate these non-GAAP financial measures differently than we do, and accordingly these measures may not be comparable to similarly titled measures used by other companies.
Pro forma Adjusted EBITDA 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 and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to forming Partnerships including severance, and certain non-recurring costs, including those related to the Offering and loss on modification and extinguishment of debt. 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 commissions and fees. Pro forma Adjusted EBITDA is a key metric used by management and our board of directors to assess our financial performance. 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. We believe that pro forma Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.
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Commissions | $ | 12,999 | 10,671 | 10,435 | 13,294 | $ | 47,399 |
Profit-sharing | 2,582 | 863 | 638 | 864 | 4,947 | ||
Consulting | 186 | (70) | 490 | 250 | 856 | ||
Service fee | 601 | 509 | 622 | 121 | 1,853 | ||
Consulting and service fee | 787 | 439 | 1,112 | 371 | 2,709 | ||
Other | 171 | 133 | 653 | 382 | 1,339 | ||
Total Middle Market revenue | $ | 16,539 | 12,106 | 12,838 | 14,911 | $ | 56,394 |
Organic Revenue Growth | 11% | ||||||
Closed Partnerships | 1 | - | 1 | - | 2 |
Commissions | $ | 2,831 | 9,652 | 13,126 | 8,591 | $ | 34,200 |
Profit-sharing | - | 753 | 846 | 617 | 2,216 | ||
Policy fee and installment fee | - | 2,393 | 2,719 | 3,042 | 8,154 | ||
Other | - | 136 | 41 | 166 | 343 | ||
Total Specialty revenue | $ | 2,831 | 12,934 | 16,732 | 12,416 | $ | 44,913 |
Organic Revenue Growth | 9% | ||||||
"MGA of the Future" Revenue Growth (1) | 38% | ||||||
Organic + MGA of the Future Revenue Growth (1) | 29% | ||||||
Closed Partnerships | - | 1 | - | - | 1 | ||
Policies in force (2) | 294,373 | 314,565 | 355,744 | 374,591 | 374,591 |
- "MGA of the Future" was acquired by the Company on April 1, 2019 and as a result is not included in the Organic Revenue Growth calculation above because it has not reached the twelve-month owned mark. Since "MGA of the Future" was not acquired by the Company until April 1, 2019, the revenue of "MGA of the Future" for the prior-year period is not included in the consolidated results of operations for the Company for such period and the revenue growth rates were calculated including periods during which "MGA of the Future" was not owned by the
Company. | |
2) Figure not in 000's. Represents total policies in force managed by our "MGA of the Future". | 3 |
Commissions | $ | 4,632 | 5,494 | 6,528 | 6,329 | $ | 22,983 |
Profit-sharing | 1,871 | 221 | 103 | 240 | 2,435 | ||
Other | 28 | 54 | 11 | 22 | 115 | ||
Total Mainstreet revenue | $ | 6,531 | 5,769 | 6,642 | 6,591 | $ | 25,533 |
Organic Revenue Growth | 7% | ||||||
Closed Partnerships | - | 1 | 2 | - | 3 |
Commissions | $ | 3,571 | 2,242 | 2,162 | 1,897 | $ | 9,872 |
Other | 364 | 10 | 11 | 744 | 1,129 | ||
Total Medicare revenue | $ | 3,935 | 2,252 | 2,173 | 2,641 | $ | 11,001 |
Organic Revenue Growth | 11% | ||||||
Closed Partnerships | - | - | - | - | - |
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Pro forma revenue (1) | $ | 40,136 | 37,101 | 38,813 | 36,560 | $ | 152,610 |
Organic Revenue Growth | 12% | 2% | 12% | 12% | 10% | ||
"MGA of the Future" Revenue Growth (2) | 39% | 37% | 43% | 34% | 38% | ||
Organic + MGA of the Future Revenue Growth (2) | 18% | 11% | 22% | 17% | 17% | ||
Total revenue growth (3) | 37% | 77% | 107% | 75% | 73% | ||
Closed Partnerships | 1 | 2 | 3 | - | 6 | ||
Cash/Equity aggregate consideration | $ | 37,044 | 77,606 | 30,024 | - | $ | 144,674 |
Maximum contingent earnout (4) | $ | - | 61,575 | 23,975 | - | $ | 85,550 |
Annualized acquired revenue (5) | $ | 12,081 | 28,025 | 6,813 | - | $ | 46,919 |
Annualized estimated acquired adjusted EBITDA (6) | $ | 4,068 | 6,222 | 2,769 | - | $ | 13,059 |
- Reflects quarterly GAAP revenue, plus revenue from Partnerships in the unowned periods. See reconciliation included in the slide deck herein.
- "MGA of the Future" was acquired by the Company on April 1, 2019 and as a result is not included in the Organic Revenue Growth calculation above because it has not reached the twelve-month owned mark. Since "MGA of the Future" was not acquired by the Company until April 1, 2019, the revenue of "MGA of the Future" for the prior-year period is not included in the consolidated results of operations for the Company for such period and the revenue growth rates were calculated including periods during which "MGA of the Future" was not owned by the Company.
- Calculated as total GAAP revenue for the current period as compared to the same prior year period.
- Amount includes the earnouts attributable to both business combinations and asset acquisitions.
- Represents the aggregate revenues of Partners acquired during the relevant period presented, for the most recent trailing twelve 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.
- Represents the aggregate estimated Adjusted EBITDA of Partners acquired during the relevant period presented, for the most recent trailing twelve month period prior to acquisition by the Company, in each case, at the time the due diligence was conducted based on a quality of earnings review and not an audit. Adjustments to net income include the adjustments to net income used by the Company to calculate its Adjusted EBITDA and certain estimated deal-specificcost-savings resulting from acquisition by the Company, including commissions grid alignment, technology-related cost savings, personnel-related cost savings and centralized growth services.
5
Pro forma commissions and fees revenue | $ | 77,237 | $ | 38,813 | $ | 36,560 | $ | 152,610 |
Pro forma net income (loss) | $ | 6,174 | $ | (2,170) | $ | (26,931) | $ | (22,927) |
Adjustments to pro forma net income (loss): | ||||||||
Amortization expense | 5,571 | 3,082 | 3,214 | 11,867 | ||||
Depreciation expense | 293 | 184 | 82 | 559 | ||||
Interest expense, net | 9,226 | 3,785 | 1,757 | 14,768 | ||||
Change in fair value of contingent consideration | (3,757) | 535 | 14,051 | 10,829 | ||||
Share-based compensation | 365 | 382 | 3,788 | 4,535 | ||||
Transaction-related Partnership expenses | 1,035 | 500 | 668 | 2,203 | ||||
Offering expenses (1) | 1,090 | 1,124 | 2,525 | 4,739 | ||||
Severance related to Partnership activity | 300 | - | 29 | 329 | ||||
Income tax provision | - | - | 17 | 17 | ||||
Loss on extinguishment of debt | 115 | - | 6,617 | 6,732 | ||||
Other | 184 | 92 | 99 | 375 | ||||
Pro forma Adjusted EBITDA | $ | 20,596 | $ | 7,514 | $ | 5,916 | $ | 34,026 |
Pro forma Adjusted EBITDA Margin | 27% | 19% | 16% | 22% |
- Following the consummation of the Company's IPO in Q4 2019, the Company performed a full reconciliation of all costs incurred in connection with the IPO, which resulted in the identification of additional one-time offering costs incurred in the first half of 2019. Adjusted EBITDA margin herein for the first half of 2019 is presented as 27%, an increase from 25% in the Q3 2019 presentation as a result of those additional one-time offering costs.
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Commissions and fees revenue | $ | 62,898 | $ | 38,383 | $ | 36,560 | $ | 137,841 | |
Commissions and fees revenue for 2019 Partnerships in | |||||||||
the unowned period | 14,339 | (1) | 430 | (3) | - | 14,769 | |||
Pro forma commissions and fees revenue | $ | 77,237 | $ | 38,813 | $ | 36,560 | $ | 152,610 | |
Net income (loss) | $ | 6,783 | $ | (2,306) | $ | (26,931) | $ | (22,454) | |
Net income (loss) for 2019 Partnerships in the unowned | |||||||||
period | (609) (2) | 136 | (4) | - | (473) | ||||
Pro forma net income (loss) | $ | 6,174 | $ | (2,170) | $ | (26,931) | $ | (22,927) |
- The adjustment reflects commissions and fees revenue for Lykes, MSI, Foundation Insurance and Fiduciary Partners, as well as two asset acquisitions for the unowned period, as if the Company had acquired the Partners on January 1, 2019. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.
- The adjustment reflects net income (loss) for Lykes, MSI, Foundation Insurance and Fiduciary Partners, as well as two asset acquisitions for the unowned period, as if the Company had acquired the Partners on January 1, 2019. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.
- The adjustment reflects commissions and fees revenue for Foundation Insurance, as well as one asset acquisition for the unowned period, as if the Company had acquired the Partners on July 1, 2019. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.
- The adjustment reflects net income (loss) for Foundation Insurance, as well as one asset acquisition for the unowned period, as if the Company had acquired the Partners on July 1, 2019. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.
7
Pro forma commissions and fees revenue | $ | 47,196 | $ | 18,975 | $ | 20,849 | $ | 87,020 |
Pro forma net income (loss) | $ | 2,134 | $ | 191 | $ | (863) | $ | 1,462 |
Adjustments to pro forma net income (loss): | ||||||||
Amortization expense | 1,603 | 723 | 769 | 3,095 | ||||
Depreciation expense | 264 | 127 | 141 | 532 | ||||
Interest expense, net | 6,335 | 1,292 | 1,613 | 9,240 | ||||
Change in fair value of contingent consideration | 527 | 351 | 351 | 1,229 | ||||
Share-based compensation | 713 | 407 | 429 | 1,549 | ||||
Transaction-related Partnership expenses | 370 | 312 | - | 682 | ||||
Offering expenses | - | - | - | - | ||||
Severance related to Partnership activity | - | - | - | - | ||||
Other | - | 20 | 160 | 180 | ||||
Pro forma Adjusted EBITDA | $ | 11,946 | $ | 3,423 | $ | 2,600 | $ | 17,969 |
Pro forma Adjusted EBITDA Margin | 25% | 18% | 12% | 21% |
8
Commissions and fees revenue | $ | 40,485 | $ | 18,539 | $ | 20,856 | $ | 79,880 |
Commissions and fees revenue for 2018 Partnerships | ||||||||
in the unowned period | 6,711 | (1) | 436 | (3) | - | 7,147 | ||
Pro forma commissions and fees revenue | ||||||||
$ | 47,196 | $ | 18,975 | $ | 20,856 | $ | 87,027 | |
Net income (loss) | $ | 3,499 | $ | 53 | $ | (863) | $ | 2,689 |
Net income (loss) for 2018 Partnerships in the | ||||||||
unowned period | (1,366) | (2) | 139 | (4) | - | (1,227) | ||
Pro forma net income (loss) | $ | 2,133 | $ | 192 | $ | (863) | $ | 1,462 |
- The adjustment reflects commissions and fees revenue for AB Risk, Black Insurance, T&C Insurance and Montoya, as well as five asset acquisitions for the unowned period, as if the Company had acquired the Partners on January 1, 2018. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.
- The adjustment reflects net income (loss) for AB Risk, Black Insurance, T&C Insurance and Montoya, as well as five asset acquisitions for the unowned period, as if the Company had acquired the Partners on January 1, 2018. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor the results that may be obtained in the future.
- The adjustment reflects commissions and fees revenue for Montoya as if the Company had acquired the Partner on July 1, 2018. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had occurred on that date, nor the results that may be obtained in the future.
- The adjustment reflects net income (loss) for Montoya as if the Company had acquired the Partner on July 1, 2018. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisition had occurred on that date, nor the results that may be obtained in the future.
9
Stock price at quarter end | N/A | N/A | 16.05 | 16.05 |
Weighted average Class A & B shares outstanding (000's) (1) | 61,440 | 61,440 | ||
Adjusted Diluted EPS (fully vested and as-if converted) | 0.06 | 0.27 |
Diluted net loss per share | (0.48) | (0.48) |
Effect of exchange of Class B shares and net loss attributable to | ||
noncontrolling interests per share | 0.04 | 0.11 |
Other adjustments to net loss per share | 0.51 | 0.67 |
Adjusted income taxes per share | (0.01) | (0.03) |
Adjusted Diluted EPS | 0.06 | 0.27 |
- Assumes the vesting of all restricted stock and full exchange of Class B shares for Class A common stock pursuant to the amended LLC agreement. Shares used is consistent with the calculation of Adjusted EPS in the MD&A.
10
Revolving line of credit | $ | 40,363,101 | $ | 259,636,899 | LIBOR + 2.00% (3.81%) | September 2024 | $ | 5,187,000 |
Related party debt | $ | - | Fully repaid October 2019 | 8.75% | Fully repaid October 2019 | $ | 4,300,000 |
1) Represents cash interest paid during 2019 on the revolving lines of credit in place throughout 2019, the terms of which varied from our current terms.
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Closed Partnerships | 4 | N/A | N/A | N/A | 4 | ||
Cash/Equity aggregate consideration | $ | 54,841 | N/A | N/A | N/A | $ | 54,841 |
Maximum contingent earnout | $ | 17,251 | N/A | N/A | N/A | $ | 17,251 |
Annualized acquired revenue (1) | $ | 30,612 | N/A | N/A | N/A | $ | 30,612 |
Annualized estimated acquired adjusted EBITDA (2) | $ | 5,123 | N/A | N/A | N/A | $ | 5,123 |
- Represents the aggregate revenues of Partners acquired during the relevant period presented, for the most recent trailing twelve 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.
- Represents the aggregate estimated Adjusted EBITDA of Partners acquired during the relevant period presented, for the most recent trailing twelve month period prior to acquisition by the Company, in each case, at the time the due diligence was conducted based on a quality of earnings review and not an audit. Adjustments to net income include the adjustments to net income used by the Company to calculate its Adjusted EBITDA and certain estimated deal-specificcost-savings resulting from acquisition by the Company, including commissions grid alignment, technology-related cost savings, personnel-related cost savings and centralized growth services.
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BRP Group Inc. published this content on 24 March 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2020 20:37:04 UTC