UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-13619
BROWN & BROWN, INC.
(Exact name of Registrant as specified in its charter)
Florida
59-0864469
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
300 North Beach Street,
Daytona Beach, FL
32114
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (386) 252-9601
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.10 Par Value
BRO
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the Registrant’s common stock, $0.10 par value, outstanding as of October 25, 2021 was 282,426,839.
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited):
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2021 and 2020
5
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020
6
Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020
7
Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2021 and 2020
8
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020
10
Notes to Condensed Consolidated Financial Statements
11
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
42
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
44
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.
Exhibits
45
SIGNATURE
46
2
Disclosure Regarding Forward-Looking Statements
Brown & Brown, Inc., together with its subsidiaries (collectively, “we,” “Brown & Brown” or the “Company”), makes “forward-looking statements” within the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995, as amended, throughout this report and in the documents we incorporate by reference into this report, including those relating to the potential effects of the COVID-19 pandemic (“COVID-19”) on the Company’s business, operations, financial performance and prospects. You can identify these statements by forward-looking words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan” and “continue” or similar words. We have based these statements on our current expectations about potential future events. Although we believe the expectations expressed in the forward-looking statements included in this Quarterly Report on Form 10-Q and the reports, statements, information and announcements incorporated by reference into this report are based upon reasonable assumptions within the bounds of our knowledge of our business, a number of factors could cause actual results to differ materially from those expressed in any forward-looking statements, whether oral or written, made by us or on our behalf. Further, statements about the effects of COVID-19 on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of COVID-19 (including through any new variant strains of the underlying virus), the effectiveness of and accessibility to vaccines, the pace and rate at which vaccines are administered, actions taken by governmental authorities in response to COVID-19, and the direct and indirect impact of COVID-19 on our customers, insurance carriers, third parties and us. Many of these factors have previously been identified in filings or statements made by us or on our behalf. Important factors which could cause our actual results to differ materially from the forward-looking statements in this report include but are not limited to the following items, in addition to those matters described in Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:
3
Assumptions as to any of the foregoing, and all statements, are not based upon historical fact, but rather reflect our current expectations concerning future results and events. Forward-looking statements that we make or that are made by others on our behalf are based upon a knowledge of our business and the environment in which we operate, but because of the factors listed above, among others, actual results may differ from those in the forward-looking statements. Consequently, these cautionary statements qualify all of the forward-looking statements we make herein. We cannot assure you that the results or developments anticipated by us will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for us or affect us, our business or our operations in the way we expect. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of their dates. We assume no obligation to update any of the forward-looking statements.
4
PART I — FINANCIAL INFORMATION
ITEM 1 — Financial Statements (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three months ended September 30,
Nine months ended September 30,
(in thousands, except per share data)
2021
2020
REVENUES
Commissions and fees
$
769,654
671,396
2,309,610
1,966,056
Investment income
430
349
909
1,844
Other income, net
221
2,217
2,414
3,364
Total revenues
770,305
673,962
2,312,933
1,971,264
EXPENSES
Employee compensation and benefits
394,997
362,767
1,220,107
1,058,907
Other operating expenses
101,071
91,403
291,690
274,103
(Gain)/loss on disposal
(288
)
(994
(4,332
(1,285
Amortization
29,523
27,059
88,562
80,190
Depreciation
9,200
6,647
25,457
18,836
Interest
16,175
13,234
48,802
42,334
Change in estimated acquisition earn-out payables
23,138
15,318
20,643
4,996
Total expenses
573,816
515,434
1,690,929
1,478,081
Income before income taxes
196,489
158,528
622,004
493,183
Income taxes
50,135
24,549
136,617
110,020
Net income
146,354
133,979
485,387
383,163
Net income per share:
Basic
0.52
0.47
1.72
1.35
Diluted
1.71
Dividends declared per share
0.093
0.085
0.278
0.255
See accompanying Notes to Condensed Consolidated Financial Statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Foreign currency translation
(2,918
—
(6,700
Unrealized (loss) gain on available-for-sale debt securities, net of tax
(83
150
Comprehensive income
143,353
478,837
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2021
December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents
943,969
817,398
Restricted cash
481,922
454,517
Short-term investments
14,428
18,332
Premiums, commissions and fees receivable
1,205,655
1,099,248
Reinsurance recoverable
220,430
43,469
Prepaid reinsurance premiums
411,252
377,615
Other current assets
120,621
147,670
Total current assets
3,398,277
2,958,249
Fixed assets, net
208,343
201,115
Operating lease assets
187,828
186,998
Goodwill
4,565,156
4,395,918
Amortizable intangible assets, net
1,045,280
1,049,660
Investments
31,349
24,971
Other assets
192,933
149,581
Total assets
9,629,166
8,966,492
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Premiums payable to insurance companies
1,214,835
1,198,529
Losses and loss adjustment reserve
Unearned premiums
Premium deposits and credits due customers
140,109
102,505
Accounts payable
226,143
190,497
Accrued expenses and other liabilities
386,372
371,737
Current portion of long-term debt
290,000
70,000
Total current liabilities
2,889,141
2,354,352
Long-term debt less unamortized discount and debt issuance costs
1,755,487
2,025,906
Operating lease liabilities
171,571
172,935
Deferred income taxes, net
374,595
344,222
Other liabilities
330,753
314,854
Shareholders’ Equity:
Common stock, par value $0.10 per share; authorized 560,000 shares; issued 300,929 shares and outstanding 282,432 shares at 2021, issued 299,689 shares and outstanding 283,004 shares at 2020
30,093
29,969
Additional paid-in capital
830,066
794,909
Treasury stock, at cost at 18,497 shares at 2021, 16,685 shares at 2020, respectively
(673,902
(591,338
Accumulated other comprehensive loss
(6,550
Retained earnings
3,927,912
3,520,683
Total shareholders’ equity
4,107,619
3,754,223
Total liabilities and shareholders’ equity
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Common Stock
Shares Outstanding
Par Value
AdditionalPaid-InCapital
TreasuryStock
Accumulated Other Comprehensive Loss
RetainedEarnings
Total
Balance at December 31, 2020
283,004
199,744
Net unrealized holding (loss) gain on available-for- sale securities
(508
263
(245
(5,253
122
(5,131
Shares issued - employee stock compensation plans
Employee stock purchase plan
3,032
Stock incentive plans
1,400
140
15,506
15,646
Agency acquisition
107
4,881
4,892
Repurchase shares to fund tax withholdings for non-cash stock-based compensation
(973
(98
(44,954
(45,052
Purchase of treasury stock
(1,558
(70,020
Cash dividends paid ($0.0925 per share)
(26,092
Balance at March 31, 2021
281,980
30,022
772,866
(661,358
(4,990
3,694,457
3,830,997
139,290
(30
1,471
1,988
(8
12,067
12,059
Directors
17
897
899
(61
(6
(3,198
(3,204
(232
(11,405
(26,063
Balance at June 30, 2021
281,621
30,010
784,620
(672,763
(3,549
3,807,684
3,946,002
851
85
35,215
35,300
11,567
(25
(2
(1,336
(1,338
(22
(1,139
(26,126
Balance at September 30, 2021
282,432
Balance at December 31, 2019
281,655
29,711
716,049
(536,243
3,140,762
3,350,279
152,400
194
99
293
2,191
1,828
182
(173
9
(42
(1,429
Cash dividends paid ($0.085 per share)
(23,902
Balance at March 31, 2020
283,441
29,893
718,261
(537,672
3,269,359
3,479,841
96,784
384
(69
315
1,349
(73
(7
18,733
18,726
274
27
9,973
10,000
16
585
587
(24,084
Balance at June 30, 2020
283,658
29,915
749,285
3,341,990
3,583,518
(51
962
96
31,518
31,614
(856
(86
(22,111
(22,197
114
12
5,108
5,120
(133
(5,884
(24,089
Balance at September 30, 2020
283,745
29,937
763,749
(543,556
3,451,880
3,702,010
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash stock-based compensation
46,659
43,465
Deferred income taxes
25,417
4,598
Amortization of debt discount and disposal of deferred financing costs
2,081
1,619
Amortization (accretion) of discounts and premiums, investment
119
26
Net (gain)/loss on sales of investments, fixed assets and customer accounts
(2,019
(720
Payments on acquisition earn-outs in excess of original estimated payables
(5,747
(1,199
Effect of changes in foreign exchange rate changes
475
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
Premiums, commissions and fees receivable (increase) decrease
(66,431
(63,124
Reinsurance recoverables (increase) decrease
(176,961
(48,959
Prepaid reinsurance premiums (increase) decrease
(33,637
(31,594
Other assets (increase) decrease
(6,536
4,071
Premiums payable to insurance companies increase (decrease)
(37,999
58,986
Premium deposits and credits due customers increase (decrease)
37,486
1,823
Losses and loss adjustment reserve increase (decrease)
176,961
48,959
Unearned premiums increase (decrease)
33,637
31,594
Accounts payable increase (decrease)
45,847
53,041
Accrued expenses and other liabilities increase (decrease)
(796
(22,458
Other liabilities increase (decrease)
(30,762
(27,725
Net cash provided by operating activities
627,843
539,588
Cash flows from investing activities:
Additions to fixed assets
(34,617
(55,820
Payments for businesses acquired, net of cash acquired
(178,007
(402,358
Proceeds from sales of fixed assets and customer accounts
9,327
8,622
Purchases of investments
(12,363
(10,129
Proceeds from sales of investments
9,280
7,434
Net cash used in investing activities
(206,380
(452,251
Cash flows from financing activities:
Payments on acquisition earn-outs
(36,115
(9,859
Proceeds from long-term debt
700,000
Payments on long-term debt
(52,500
(41,250
Deferred debt issuance costs
(6,788
Borrowings on revolving credit facility
250,000
Payments on revolving credit facilities
(350,000
Issuances of common stock for employee stock benefit plans
33,834
29,940
(49,594
(41,126
(82,564
(7,313
Cash dividends paid
(78,281
(72,075
Net cash (used in) provided by financing activities
(265,220
451,529
Effect of foreign exchange rate cash changes
(2,267
Net increase in cash and cash equivalents inclusive of restricted cash
153,976
538,866
Cash and cash equivalents inclusive of restricted cash at beginning of period
1,271,915
962,975
Cash and cash equivalents inclusive of restricted cash at end of period
1,425,891
1,501,841
See accompanying Notes to Condensed Consolidated Financial Statements. Refer to Note 10 for the reconciliations of cash and cash equivalents inclusive of restricted cash and investments.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 Nature of Operations
Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, “Brown & Brown” or the “Company”) is a diversified insurance agency, wholesale brokerage, insurance programs and service organization that markets and sells insurance products and services, primarily in the property, casualty and employee benefits areas. Brown & Brown’s business is divided into four reportable segments. The Retail Segment provides a broad range of insurance products and services to commercial, public and quasi-public entities, professional and individual insured customers, and non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses. The National Programs Segment, which acts as a managing general agent (“MGA”), provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through a nationwide network of independent agents, including Brown & Brown retail agents. The Wholesale Brokerage Segment markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents. The Services Segment provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services and claims adjusting services.
NOTE 2 Basis of Financial Reporting
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
The preparation of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Recently Issued Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We have evaluated our contracts and the available expedients provided by the new standard and can assert there is no impact to any carrying value of assets or liabilities as our floating-rate debt instruments that are indexed to LIBOR are carried at amortized cost.
Recently Adopted Accounting Standards
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The standard removes specific exceptions in the current rules and eliminates the need for an organization to analyze whether the following apply in a given period: (a) exception to the incremental approach for intra-period tax allocation; (b) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (c) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The standard also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (a) franchise taxes that are partially based on income; (b) transactions with a government that result in a step-up in the tax basis of goodwill; (c) separate financial statements of legal entities that are not subject to tax and (d) enacted changes in tax laws in interim periods. The Company adopted ASU 2019-12 effective January 1, 2021. The impact of adopting this standard was not material to the presentation of the Condensed Consolidated Financial Statements.
NOTE 3 Revenues
The following tables present the revenues disaggregated by revenue source:
Three months ended September 30, 2021
Retail
NationalPrograms
WholesaleBrokerage
Services
Other (8)
Base commissions (1)
284,536
133,649
90,862
509,072
Fees (2)
109,915
49,779
17,938
43,732
(428
220,936
Incentive commissions (3)
15,460
444
720
16,624
Profit-sharing contingent commissions (4)
8,705
6,499
17,618
Guaranteed supplemental commissions (5)
4,454
549
401
5,404
Investment income (6)
236
136
35
23
Other income, net (7)
115
98
(1
Total Revenues
423,421
191,065
112,468
(381
Nine months ended September 30, 2021
905,470
369,703
246,233
32
1,521,438
307,314
125,329
51,574
135,590
(1,352
618,455
88,219
1,443
2,321
91,983
32,848
23,833
6,482
63,163
12,383
1,316
872
14,571
271
423
120
92
930
185
332
967
1,347,435
522,232
307,934
135,593
(261
Contract Assets and Liabilities
The balances of contract assets and contract liabilities arising from contracts with customers as of September 30, 2021 and December 31, 2020 were as follows:
Contract assets
375,277
308,755
Contract liabilities
84,566
80,997
Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in the Company's systems and are reflected in premiums, commissions and fee receivables in the Company's Condensed Consolidated Balance Sheet. The increase in contract assets over the balance as of December 31, 2020 is due to normal seasonality, growth in our business, and from businesses acquired in the current year.
Deferred revenue (contract liabilities) relates to payments received in advance of performance under the contract before the transfer of a good or service to the customer. Deferred revenue is reflected within accrued expenses and other liabilities for those to be recognized in less than 12 months and in other liabilities for those to be recognized more than 12 months from the date presented in the Company's Condensed Consolidated Balance Sheet.
As of September 30, 2021, deferred revenue consisted of $54.5 million as current portion to be recognized within one year and $30.1 million in long term to be recognized beyond one year. As of December 31, 2020, deferred revenue consisted of $54.0 million as current portion to be recognized within one year and $27.0 million in long-term deferred revenue to be recognized beyond one year.
During the nine months ended September 30, 2021, the net amount of revenue recognized related to performance obligations satisfied in a previous period was $22.0 million, consisting of additional variable consideration received on our incentive and profit-sharing contingent commissions. During the nine months ended September 30, 2020, the net amount of revenue recognized related to performance obligations satisfied in a previous period was $7.5 million, consisting of $16.7 million of additional variable consideration received on our incentive and profit-sharing contingent commissions, offset by $7.1 million of revised estimates related to variable consideration on policies where the exposure units are expected to be impacted by the COVID-19 pandemic (“COVID-19”) and $2.1 million of other adjustments.
Other Assets and Deferred Cost
Incremental cost to obtain - The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period. The cost to obtain balance within the other assets caption in the Company's Condensed Consolidated Balance Sheet was $54.1 million and $42.2 million as of September 30, 2021 and December 31, 2020, respectively. For the nine months ended September 30, 2021, the Company deferred $14.6 million of incremental cost to obtain customer contracts. The Company recorded an expense of $2.7 million associated with the incremental cost to obtain customer contracts for the nine months ended September 30, 2021.
Cost to fulfill - The Company defers certain costs to fulfill contracts and recognizes these costs as the associated performance obligations are fulfilled. The cost to fulfill balance within the other current assets caption in the Company's Condensed Consolidated Balance Sheet as of September 30, 2021 was $73.8 million, which is inclusive of deferrals from businesses acquired in the current year. The cost to fulfill balance as of December 31, 2020 was $77.8 million. For the nine months ended September 30, 2021, the Company had net expense of $7.5 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled.
NOTE 4 Net Income Per Share
Basic net income per share is computed based on the weighted average number of common shares (including participating securities) issued and outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares issued and outstanding plus equivalent shares, assuming the issuance of all potentially issuable common shares. The dilutive effect of potentially issuable common shares is computed by application of the treasury-stock method. The following is a reconciliation between basic and diluted weighted average shares outstanding:
Net income attributable to unvested awarded performance stock
(3,069
(3,740
(10,901
(12,634
Net income attributable to common shares
143,285
130,239
474,486
370,529
Weighted average number of common shares outstanding – basic
282,132
283,426
282,177
283,139
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic
(5,917
(7,911
(6,337
(9,336
Weighted average number of common shares outstanding for basic net income per common share
276,215
275,515
275,840
273,803
Dilutive effect of potentially issuable common shares
1,338
1,418
1,306
1,535
Weighted average number of shares outstanding – diluted
277,553
276,933
277,146
275,338
NOTE 5 Business Combinations
During the nine months ended September 30, 2021, Brown & Brown acquired all of the share capital of one insurance intermediary, assets and assumed certain liabilities of eight insurance intermediaries, and two books of business (customer accounts) for a total of eleven acquisitions. Additionally, adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. The recorded purchase price for all acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Condensed Consolidated Statements of Income when incurred.
13
The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made.
Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the nine months ended September 30, 2021, adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $1.5 million. These measurement period adjustments have been reflected as current period adjustments in the nine months ended September 30, 2021 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments primarily impacted goodwill, with no effect on earnings or cash in the current period.
The following table summarizes the purchase price allocations made as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. Cash paid for eleven acquisitions was $224.1 million during the nine months ended September 30, 2021. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. These adjustments are made in the period in which the amounts are determined, and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.
Name
Businesssegment
Effectivedate ofacquisition
Cashpaid
Common stock issued
Otherpayable
Recordedearn-outpayable
Net assetsacquired
Maximumpotentialearn-out payable
O'Leary Insurances (O'Leary)
January 1, 2021
117,408
15,348
137,648
30,575
Piper Jordan LLC (Piper)
May 1, 2021
43,428
1,397
9,854
54,679
15,000
Berkshire Insurance Group, Inc. (Berkshire)
September 1, 2021
41,500
AGIS Network Inc. (AGIS) (1)
11,203
24,114
739
36,056
12,289
Other
Various
10,602
2,098
(778
11,922
3,388
224,141
27,609
25,163
281,805
61,252
(1) Amount in the "other payable" column relates to additional contingent consideration expected to be paid within 12 months.
The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.
O'Leary
Piper
Berkshire
AGIS
Cash
45,441
693
46,134
43,354
2,397
1,621
520
5,060
52,952
Fixed assets
544
20
586
84,649
40,019
27,563
21,888
2,539
176,658
Purchased customer accounts
40,459
12,233
12,313
13,577
7,271
85,853
Non-compete agreements
819
21
51
109
1,011
135
259
394
Total assets acquired
215,401
41,517
15,935
363,588
Other current liabilities
(72,683
(17
(4,013
(76,713
Deferred income tax, net
(5,057
(13
Total liabilities assumed
(77,753
(81,783
Net assets acquired
14
The other column represents current year acquisitions with total net assets acquired of less than $20.0 million and adjustments from prior year acquisitions that were made within the permitted measurement period.
The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 5 years.
Goodwill of $176.7 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, and Wholesale Brokerage Segments in the amounts of $174.5 million, ($1.3) million, and $3.5 million, respectively. Of the total goodwill of $176.7 million, the amount currently deductible for income tax purposes is $151.5 million and the remaining $25.2 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.
For the acquisitions completed during 2021, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through September 30, 2021, included in the Condensed Consolidated Statement of Income for the nine months ended September 30, 2021, was $28.9 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through September 30, 2021, included in the Condensed Consolidated Statement of Income for the nine months ended September 30, 2021, was $0.5 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s estimated results of operations would be as shown in the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.
773,593
690,002
2,329,567
2,019,218
197,444
162,392
627,088
504,731
147,065
137,245
489,355
392,135
0.48
1.73
1.38
Weighted average number of shares outstanding:
As of September 30, 2021 and 2020, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820- Fair Value Measurement. The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the nine months ended September 30, 2021 and 2020, were as follows:
Balance as of the beginning of the period
242,016
218,467
258,943
161,513
Additions to estimated acquisition earn-out payables
79
22,091
96,845
Payments for estimated acquisition earn-out payables
(1,913
(3,580
(41,862
(11,058
Subtotal
240,182
236,978
242,244
247,300
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables
21,855
13,433
15,814
(516
Interest expense accretion
1,283
1,885
4,829
5,512
Net change in earnings from estimated acquisition earn-out payables
Foreign currency translation adjustments during the year
(406
Balance as of September 30,
262,914
252,296
Of the $262.9 million estimated acquisition earn-out payables as of September 30, 2021, $94.2 million was recorded as accounts payable and $168.7 million was recorded as other non-current liabilities. As of September 30, 2021, the maximum future acquisition contingency payments related to all acquisitions was $512.9 million, inclusive of the $262.9 million estimated acquisition earn-out payables as of September 30, 2021. Included within the additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items within the allowable measurement period, which may therefore differ from previously reported amounts.
15
NOTE 6 Goodwill
Goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. The Company completed its most recent annual assessment as of November 30, 2020 and identified no impairment as a result of the evaluation.
The changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2021 are as follows:
Balance as of December 31, 2020
2,650,470
1,091,122
483,057
171,269
Goodwill of acquired businesses
174,536
(1,337
3,459
Goodwill disposed of relating to sales of businesses
(3,050
(4,434
64
(4,370
Balance as of September 30, 2021
2,817,522
1,089,849
486,516
NOTE 7 Amortizable Intangible Assets
Amortizable intangible assets at September 30, 2021 and December 31, 2020 consisted of the following:
Grosscarryingvalue
Accumulatedamortization
Netcarryingvalue
Weightedaveragelife(years) (1)
2,249,514
(1,207,247
1,042,267
15.0
2,164,968
(1,118,316
1,046,652
36,080
(33,067
3,013
4.4
35,093
(32,085
3,008
4.6
2,285,594
(1,240,314
2,200,061
(1,150,401
Amortization expense for amortizable intangible assets for the years ending December 31, 2021, 2022, 2023, 2024 and 2025 is estimated to be $118.3 million, $115.5 million, $108.8 million, $104.6 million, and $102.2 million, respectively.
NOTE 8 Long-Term Debt
Long-term debt at September 30, 2021 and December 31, 2020 consisted of the following:
Current portion of long-term debt:
Current portion of 5-year term loan facility expires 2022
260,000
40,000
Current portion of 5-year term loan facility expires 2023
30,000
Total current portion of long-term debt
Long-term debt:
Note agreements:
4.200% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2024
499,534
499,416
4.500% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2029
349,582
349,540
2.375% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2031
699,306
699,252
Total notes
1,548,422
1,548,208
Credit agreements:
5-year term-loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires June 28, 2022
5-year revolving-loan facility, periodic interest payments, LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires June 28, 2022
5-year term-loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires December 21, 2023
217,500
240,000
Total credit agreements
490,000
Debt issuance costs (contra)
(10,435
(12,302
Total long-term debt less unamortized discount and debt issuance costs
Total debt
2,045,487
2,095,906
On June 28, 2017, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with the lenders named therein, JPMorgan Chase Bank, N.A. as administrative agent and certain other banks as co-syndication agents and co-documentation agents. The Amended and Restated Credit Agreement amended and restated the credit agreement dated April 17, 2014, among such parties (the “Original Credit Agreement”). The Amended and Restated Credit Agreement extends the applicable maturity date of the existing revolving credit facility (the “Revolving Credit Facility”) of $800.0 million to June 28, 2022 and re-evidences unsecured term loans at $400.0 million while also extending the applicable maturity date to June 28, 2022. The quarterly term loan principal amortization schedule was reset. At the time of the execution of the Amended and Restated Credit Agreement, $67.5 million of principal from the original unsecured term loans was repaid using operating cash balances, and the Company added an additional $2.8 million in debt issuance costs related to the Revolving Credit Facility to the Condensed Consolidated Balance Sheet. The Company also expensed to the Condensed Consolidated Statements of Income $0.2 million of debt issuance costs related to the Original Credit Agreement due to certain lenders exiting prior to execution of the Amended and Restated Credit Agreement. The Company also carried forward $1.6 million on the Condensed Consolidated Balance Sheet the remaining unamortized portion of the Original Credit Agreement debt issuance costs, which will be amortized over the term of the Amended and Restated Credit Agreement. As of September 30, 2021, there was an outstanding debt balance issued under the term loan of the Amended and Restated Credit Agreement of $260.0 million and no borrowings outstanding against the Revolving Credit Facility. As of December 31, 2020, there was an outstanding debt balance issued under the term loan of the Amended and Restated Credit Agreement of $290.0 million with no borrowings outstanding against the Revolving Credit Facility.
On September 18, 2014, the Company issued $500.0 million of 4.200% unsecured Senior Notes due in 2024. The Senior Notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions and regulations which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay the outstanding balance of $475.0 million on the Revolving Credit Facility and for other general corporate purposes. As of September 30, 2021 and December 31, 2020, there was an outstanding debt balance of $500.0 million exclusive of the associated discount balance.
On December 21, 2018, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with the lenders named therein, Wells Fargo Bank, National Association, as administrative agent, and certain other banks as co-syndication agents and as joint lead arrangers and joint bookrunners. The Term Loan Credit Agreement provides for an unsecured term loan in the initial amount of $300.0 million, which may, subject to lenders’ discretion, potentially be increased up to an aggregate amount of $450.0 million (the “Term Loan”). The Term Loan is repayable over the five-year term from the effective date of the Term Loan Credit Agreement, which was December 21,
2018. Based on the Company’s net debt leverage ratio or a non-credit enhanced senior unsecured long-term debt rating as determined by Moody’s Investor Service and Standard & Poor’s Rating Service, the rates of interest charged on the term loan are 1.00% to 1.75%, above the adjusted 1-Month LIBOR rate. On December 21, 2018, the Company borrowed $300.0 million under the Term Loan Credit Agreement and used $250.0 million of the proceeds to reduce indebtedness under the Revolving Credit Facility. As of September 30, 2021, there was an outstanding debt balance issued under the Term Loan of $247.5 million. As of December 31, 2020, there was an outstanding debt balance issued under the Term Loan of $270.0 million.
On March 11, 2019, the Company completed the issuance of $350.0 million aggregate principal amount of the Company's 4.500% Senior Notes due 2029. The Senior Notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions, which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount, which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay a portion of the outstanding balance of $350.0 million on the Revolving Credit Facility, utilized in connection with the financing related to the Hays Companies acquisition and for other general corporate purposes. As of September 30, 2021 and December 31, 2020, there was an outstanding debt balance of $350.0 million exclusive of the associated discount balance.
On September 24, 2020, the Company completed the issuance of $700.0 million aggregate principal amount of the Company's 2.375% Senior Notes due 2031. The Senior Notes were given investment grade ratings of BBB- stable outlook and Baa3 positive outlook. The notes are subject to certain covenant restrictions, which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount, which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay a portion of the outstanding balance of $200.0 million on the Revolving Credit Facility, utilized in connection with the financing related to the acquisitions of LP Insurance Services, LLP and CKP Insurance, LLC and for other general corporate purposes. As of September 30, 2021 and December 31, 2020, there was an outstanding debt balance of $700.0 million exclusive of the associated discount balance.
The Amended and Restated Credit Agreement and the Term Loan Credit Agreement require the Company to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of September 30, 2021 and December 31, 2020.
The 30-day Adjusted LIBOR Rate for the term loan of the Amended and Restated Credit Agreement and the Term Loan Credit Agreement as of September 30, 2021 were each 0.125%.
NOTE 9 Leases
Substantially all of the Company's operating lease right-of-use assets and operating lease liabilities represent real estate leases for office space used to conduct the Company's business that expire on various dates through 2041. Leases generally contain renewal options and escalation clauses based upon increases in the lessors’ operating expenses and other charges. The Company anticipates that most of these leases will be renewed or replaced upon expiration.
The Company assesses at inception of a contract if it contains a lease. This assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset.
The right-of-use asset is initially measured at cost, which is primarily composed of the initial lease liability, plus any initial direct costs incurred, less any lease incentives received. The lease liability is initially measured at the present value of the minimum lease payments through the term of the lease. Minimum lease payments are discounted to present value using the incremental borrowing rate at the lease commencement date, which approximates the rate of interest the Company expects to pay on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms and economic conditions. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a total term of 12 months or less. The effect of short-term leases on the Company's right-of-use asset and lease liability would not be significant.
18
The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Condensed Consolidated Balance Sheet is as follows:
Balance Sheet
Assets:
Operating lease right-of-use assets
Liabilities:
Current operating lease liabilities
43,097
43,542
Non-current operating lease liabilities
Total liabilities
214,668
216,477
As of September 30, 2021, the Company has entered into future lease agreements expected to commence later in 2021 and 2022 consisting of undiscounted lease liabilities of $1.6 million and $10.6 million, respectively.
Lease expense for operating leases consists of the lease payments, inclusive of lease incentives, plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Variable lease cost is lease payments that are based on an index or similar rate. They are initially measured using the index or rate in effect at lease commencement and are based on the minimum payments stated in the lease. Additional payments based on the change in an index or rate, or payments based on a change in the Company's portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred.
The components of lease cost for operating leases for the three and nine months ended September 30, 2021 and 2020 were:
Operating leases:
Lease cost
12,992
13,560
39,600
39,911
Variable lease cost
1,046
892
3,143
2,583
Short-term lease cost
320
857
360
Operating lease cost
14,358
14,574
43,600
42,854
Sublease income
(578
(416
(1,321
(1,224
Total lease cost net
13,780
14,158
42,279
41,630
The weighted average remaining lease term and the weighted average discount rate for operating leases as of September 30, 2021 were:
Weighted-average remaining lease term
6.27
Weighted-average discount rate
2.86
%
Maturities of the operating lease liabilities by fiscal year at September 30, 2021 for the Company's operating leases are as follows:
Operating leases
2021 (Remainder)
10,413
2022
49,792
2023
41,772
2024
34,963
2025
28,608
Thereafter
67,616
Total undiscounted lease payments
233,164
Less: Imputed interest
18,496
Present value of lease payments
19
Supplemental cash flow information for operating leases for the three and nine months ended September 30, 2021 and 2020:
Cash paid for amounts included in measurement of liabilities
Operating cash flows from operating leases
13,899
13,949
41,743
40,723
Right-of-use assets obtained in exchange for new operating liabilities
14,117
10,329
34,095
32,510
NOTE 10 Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities
Throughout 2020, the Company deferred $31.1 million in employer-only payroll tax payments as allowed under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act), which was signed into law on March 27, 2020. During the first nine months of 2021, there were no additional deferrals under the CARES Act. The cumulative deferred employer payroll taxes as of December 31, 2020 will be paid in two equal installments by December 31, 2021 and 2022, respectively, as permitted under the CARES Act.
During the second quarter of 2021, the Company received an $8.1 million reimbursement for capitalizable costs of public infrastructure improvements related to the construction of the Company’s headquarters in accordance with an economic development grant agreement between the Company and the City of Daytona Beach and Volusia County. The reimbursement has been reflected as a reduction to the additions to fixed asset line item on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021.
Cash paid during the period for interest and income taxes are summarized as follows:
Cash paid during the period for:
59,688
49,802
Income taxes, net of refunds
103,875
91,661
Significant non-cash investing and financing activities are summarized as follows:
Other payables issued for agency acquisitions and purchased customer accounts
3,495
4,350
Estimated acquisition earn-out payables and related charges
Contingent payable issued for agency acquisition
Common stock issued for agency acquisition
Notes payable assumed for agency acquisition
1,355
The Company's restricted cash balance is composed of funds held in separate premium trust accounts as required by state law or, in some cases, by agreement with carrier partners. The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of September 30, 2021 and 2020.
Table to reconcile cash and cash equivalents inclusive of restricted cash
1,070,190
431,651
Total cash and cash equivalents inclusive of restricted cash at the end of the period
NOTE 11 Legal and Regulatory Proceedings
The Company is involved in numerous pending or threatened proceedings by or against Brown & Brown, Inc. or one or more of its subsidiaries that arise in the ordinary course of business. The damages that may be claimed against the Company in these various proceedings are in some cases substantial, including in certain instances claims for punitive or extraordinary damages. Some of these claims and lawsuits have been resolved; others are in the process of being resolved and others are still in the investigation or discovery phase. The Company will continue to respond appropriately to these claims and lawsuits and to vigorously protect its interests.
The Company continues to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could adversely impact the
Company’s operating results, cash flows and overall liquidity. The Company maintains third-party insurance policies to provide coverage for certain legal claims, in an effort to mitigate its overall exposure to unanticipated claims or adverse decisions. However, as (i) one or more of the Company’s insurance carriers could take the position that portions of these claims are not covered by the Company’s insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters. Based upon the AM Best Company ratings of these third-party insurers and other factors, management does not believe there is a substantial risk of an insurer’s material non-performance related to any current insured claims.
On the basis of current information, the availability of insurance and legal advice, in management’s opinion, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, would have a material adverse effect on its financial condition, operations and/or cash flows.
NOTE 12 Segment Information
Brown & Brown’s business is divided into four reportable segments: (1) the Retail Segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers, and non-insurance risk-mitigating products through our F&I businesses, (2) the National Programs Segment, which acts as an MGA, provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through nationwide networks of independent agents, and Brown & Brown retail agents, (3) the Wholesale Brokerage Segment, which markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents, and (4) the Services Segment, which provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services and claims adjusting services.
Brown & Brown conducts most of its operations within the United States of America. International operations include, Retail operations in Bermuda, the Cayman Islands and Ireland, a National Programs operation in Canada, and a Wholesale Brokerage operation based in England. These operations earned $17.4 million and $9.1 million of total revenues for the three months ended September 30, 2021 and 2020, respectively. These operations earned $54.0 million and $25.4 million of total revenues for the nine months ended September 30, 2021 and 2020, respectively. Tangible long-lived assets held outside of the United States as of September 30, 2021 and 2020 were not material.
The accounting policies of the reportable segments are the same as those described in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Intersegment revenues are eliminated.
Summarized financial information concerning the Company’s reportable segments is shown in the following tables. The “Other” column includes any income and expenses not allocated to reportable segments, corporate-related items, including the intercompany interest expense charge to the reporting segment.
19,057
6,821
2,360
1,285
2,775
2,987
649
374
2,415
Interest expense
22,417
2,190
3,916
680
(13,028
71,639
72,358
29,365
7,080
16,047
7,385,770
3,789,376
1,918,263
449,494
(3,913,737
Capital expenditures
2,092
4,660
210
887
1,626
9,475
Three months ended September 30, 2020
359,473
168,018
101,239
43,497
1,735
205
80
7,100
1,945
1,390
2,347
2,300
548
355
1,097
20,519
5,335
2,488
1,004
(16,112
56,057
47,171
35,038
6,041
14,221
6,583,606
3,530,345
1,646,287
467,889
(3,432,748
8,795,379
5,232
2,203
1,170
584
10,693
19,882
56,892
20,558
7,121
3,991
8,337
7,498
1,973
1,120
6,529
67,641
9,188
12,220
2,219
(42,466
293,342
180,222
74,539
24,002
49,899
5,779
11,313
1,311
1,396
14,818
34,617
Nine months ended September 30, 2020
1,119,524
451,098
267,790
130,879
143
597
141
963
49,363
20,331
6,326
4,170
6,530
6,298
1,446
1,059
3,503
63,620
15,212
6,793
3,137
(46,428
221,549
125,160
77,432
22,557
46,485
10,959
5,248
2,952
1,057
35,604
55,820
NOTE 13 Investments
At September 30, 2021, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows:
Cost
Grossunrealizedgains
Grossunrealizedlosses
Fair value
U.S. Treasury securities, obligations of U.S. Government agencies and municipalities
31,756
239
(172
31,823
Corporate debt
8,288
160
(23
8,425
40,044
399
(195
40,248
At September 30, 2021, the Company held $31.8 million in fixed income securities composed of U.S. Treasury securities, securities issued by U.S. Government agencies and municipalities, and $8.4 million issued by corporations with investment grade ratings. Of that total, $8.9 million is classified as short-term investments on the Condensed Consolidated Balance Sheet as maturities are less than one year. Additionally, the Company holds $5.5 million in short-term investments, which are related to time deposits held with various financial institutions.
For securities in a loss position, the following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of September 30, 2021:
Less than 12 Months
12 Months or More
Unrealizedlosses
15,987
(141
969
(31
16,956
2,929
18,916
(164
19,885
At September 30, 2021, the Company had 21 securities in an unrealized loss position. The unrealized losses for the period ended September 30, 2021 were caused by interest rate increases. The corporate securities are highly rated securities with no indicators of potential impairment. Based on the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at September 30, 2021.
22
At December 31, 2020, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows:
28,372
464
(5
28,831
7,190
7,423
35,562
703
(11
36,254
At December 31, 2020, the Company held $28.8 million in fixed income securities composed of U.S. Treasury securities, securities issued by U.S. Government agencies and municipalities, and $7.4 million issued by corporations with investment grade ratings. Of that total, $11.3 million is classified as short-term investments on the Condensed Consolidated Balance Sheet as maturities are less than one year, which also includes $7.0 million that is related to time deposits held with various financial institutions.
For securities in a loss position, the following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2020:
1,995
808
2,803
The unrealized losses from corporate issuers were caused by interest rate increases. At December 31, 2020, the Company had 3 securities in an unrealized loss position. The corporate securities are highly rated securities with no indicators of potential impairment. Based on the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at December 31, 2020.
The amortized cost and estimated fair value of the fixed maturity securities at September 30, 2021 by contractual maturity are set forth below:
Amortized cost
Years to maturity:
Due in one year or less
8,801
8,899
Due after one year through five years
30,243
30,379
Due after five years
1,000
970
The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2020 by contractual maturity are set forth below:
11,214
11,283
23,348
23,976
995
The expected maturities in the foregoing table may differ from the contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalty.
Proceeds from the sales and maturity of the Company’s investment in fixed maturity securities were $7.70 million. This along with maturing time deposits yielded total cash proceeds from the sale of investments of $9.3 million in the period of January 1, 2021 to September 30, 2021. These proceeds were principally used to purchase additional fixed maturity securities and time deposits. The gains and losses realized on the sale of securities for the period from January 1, 2021 to September 30, 2021 were insignificant.
Realized gains and losses are reported on the Condensed Consolidated Statements of Income, with the cost of securities sold determined on a specific identification basis.
At September 30, 2021, investments with a fair value of approximately $4.2 million were on deposit with state insurance departments to satisfy regulatory requirements.
NOTE 14 Insurance Company WNFIC
Although the reinsurers are liable to the Company for amounts reinsured, our subsidiary, Wright National Flood Insurance Company (“WNFIC”) remains primarily liable to its policyholders for the full amount of the policies written whether or not the reinsurers meet their obligations to the Company when they become due. The effects of reinsurance on premiums written and earned are as follows:
Written
Earned
Direct premiums
577,348
543,712
Ceded premiums
(577,332
(543,696
Net premiums
All premiums written by WNFIC under the National Flood Insurance Program (“NFIP”) are 100% ceded to the Federal Emergency Management Agency, or FEMA, for which WNFIC received a 30.0% expense allowance from January 1, 2021 through September 30, 2021. For the period from January 1, 2021 through September 30, 2021, the Company ceded $575.5 million of written premiums to FEMA, with $1.8 million ceded to highly rated carriers for excess flood policies which are not within the NFIP.
As of September 30, 2021 the Condensed Consolidated Balance Sheet contained reinsurance recoverable of $220.4 million and prepaid reinsurance premiums of $411.3 million. There was no change in the net balance in the reserve for losses and loss adjustment expense during the period January 1, 2021 through September 30, 2021, as WNFIC’s direct premiums written were 100% to two reinsurers. The balance of the reserve for losses and loss adjustment expense, excluding related reinsurance recoverable, as of September 30, 2021 was $220.4 million.
WNFIC maintains capital in excess of the minimum statutory amount of $7.5 million as required by regulatory authorities. The unaudited statutory capital and surplus of WNFIC was $35.1 million at September 30, 2021 and $32.6 million as of December 31, 2020. For the period from January 1, 2021 through September 30, 2021, WNFIC generated statutory net income of $1.0 million. For the period from January 1, 2020 through December 31, 2020, WNFIC generated statutory net income of $0.8 million. The maximum amount of ordinary dividends that WNFIC can pay to shareholders in a rolling 12-month period is limited to the greater of 10% of statutory adjusted capital and surplus or 100% of adjusted net income. There was no dividend payout in 2020 and the maximum dividend payout that may be made in 2021 without prior approval is $3.3 million.
NOTE 15 Shareholders’ Equity
Under the authorization from the Company’s Board of Directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors. These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to $100.0 million each (unless otherwise approved by the Board of Directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.
From July 1, 2021 to September 30, 2021, the Company completed share repurchases in the open market of 21,795 shares at a total cost of $1.1 million, at an average price of $52.26 per share.
From April 1, 2021 to June 30, 2021, the Company completed share repurchases in the open market of 232,243 shares at a total cost of $11.4 million, at an average price of $49.11 per share.
From January 1, 2021 to March 31, 2021, the Company completed share repurchases in the open market of 1,557,815 shares at a total cost of $70.0 million, at an average price of $44.95 per share.
After completing these open market share repurchases, the Company has outstanding approval to purchase up to approximately $323.6 million, in the aggregate, of the Company's outstanding common stock.
During the first quarter, the Company issued 106,586 shares at a total value of $4.9 million associated with business combinations.
During the first quarter, the Company paid a dividend of $.0925 per share, which was approved by the Board of Directors on January 22, 2021 and paid on February 17, 2021 for a total of $26.1 million. During the second quarter, the Company paid a dividend of $.0925 per share, which was approved by the Board of Directors on April 26, 2021 and paid on May 19, 2021 for a total of $26.1 million. During the third quarter, the Company paid a dividend of $.0925 per share, which was approved by the Board of Directors on July 21, 2021 and paid on August 18, 2021 for a total of $26.1 million.
On October 19, 2021 the Board of Directors approved a dividend of $.1025 per share payable on November 17, 2021 to shareholders of record on November 3, 2021.
24
ITEM 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion updates the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and the two discussions should be read together.
GENERAL
Impact of COVID-19
The coronavirus pandemic (“COVID-19”) remains dynamic with uncertainty around its duration and broader impact. We continue to monitor and assess the situation and will further adapt our business practices over the coming quarters to best serve our customers and protect our employees. While there is optimism resulting from the further reopening of the economy and the availability of vaccines, we continue to assess the situation given the risks associated with variant strains of COVID-19.
Company Overview — Third Quarter of 2021
The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements and the related Notes to those Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. In addition, please see “Information Regarding Non-GAAP Financial Measures” below regarding important information on non-GAAP financial measures contained in our discussion and analysis.
We are a diversified insurance agency, wholesale brokerage, insurance programs and services organization headquartered in Daytona Beach, Florida. As an insurance intermediary, our principal sources of revenue are commissions paid by insurance companies and, to a lesser extent, fees paid directly by customers. Commission revenues generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or sales and payroll levels) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control.
The volume of business from new and existing customers, fluctuations in insurable exposure units, changes in premium rate levels, changes in general economic and competitive conditions, a health pandemic, and the occurrence of catastrophic weather events all affect our revenues. For example, level rates of inflation or a general decline in economic activity could limit increases in the values of insurable exposure units. Conversely, increasing costs of litigation settlements and awards could cause some customers to seek higher levels of insurance coverage. Historically, our revenues have typically grown as a result of our focus on net new business growth and acquisitions. We foster a strong, decentralized sales and service culture with the goal of consistent and sustained growth over the long-term.
The term “Organic Revenue,” a non-GAAP measure, is our core commissions and fees less: (i) the core commissions and fees earned for the first 12 months by newly-acquired operations; (ii) divested business (core commissions and fees generated from offices, books of business or niches sold or terminated during the comparable period); and (iii) the period-over-period impact of foreign currency translation, which is calculated by applying current-year foreign exchange rates to the same period in the prior year. The term “core commissions and fees” excludes profit-sharing contingent commissions and guaranteed supplemental commissions, and therefore represents the revenues earned directly from specific insurance policies sold, and specific fee-based services rendered. “Organic Revenue” is reported in this manner in order to express the current year’s core commissions and fees on a comparable basis with the prior year’s core commissions and fees. The resulting net change reflects the aggregate changes attributable to: (i) net new and lost accounts; (ii) net changes in our customers’ exposure units; (iii) net changes in insurance premium rates or the commission rate paid to us by our carrier partners; and (iv) the net change in fees paid to us by our customers. Organic Revenue is reported in “Results of Operations” and in “Results of Operations - Segment Information” of this Quarterly Report on Form 10-Q.
We also earn profit-sharing contingent commissions, which are commissions based primarily on underwriting results, but which may also reflect considerations for volume, growth and/or retention. These commissions are included in our commissions and fees in the Condensed Consolidated Statements of Income, are accrued throughout the year based on actual premiums written and are primarily received in the first and second quarters of each subsequent year, based upon the aforementioned considerations for the prior year(s). Over the last three years, profit-sharing contingent commissions have averaged approximately 3.0% of commissions and fees revenue.
Certain insurance companies offer guaranteed fixed-base agreements, referred to as “Guaranteed Supplemental Commissions” (“GSCs”) in lieu of profit-sharing contingent commissions. GSCs are accrued throughout the year based on actual premiums written. Over the last three years, GSCs have averaged less than 1.0% of commissions and fees revenue.
Combined, our profit-sharing contingent commissions and GSCs for the three months ended September 30, 2021 increased by $4.9 million from the third quarter of 2020. This increase was the result of recent acquisitions and qualifying for certain profit-sharing contingent commissions and GSCs in 2021 that we did not qualify for in the prior year.
Fee revenues primarily relate to services other than securing coverage for our customers, as well as fees negotiated in lieu of commissions, and are recognized as performance obligations are satisfied. Fee revenues have historically been generated primarily by: (1) our Services Segment, which provides insurance-related services, including third-party claims administration and comprehensive medical
utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services, and claims adjusting services; (2) our National Programs and Wholesale Brokerage Segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance companies; and (3) our Retail Segment in our large-account customer base, where we primarily earn fees for securing insurance for our customers, and in our automobile dealer services (“F&I”) businesses where we primarily earn fees for assisting our customers with creating and selling warranty and service risk management programs. Fee revenues as a percentage of our total commissions and fees, represented 26.1% in 2020 and 27.1% in 2019.
For the three months ended September 30, 2021, our total commissions and fees growth rate was 14.6%, and our consolidated Organic Revenue growth rate was 8.5%.
Historically, investment income has consisted primarily of interest earnings on operating cash and where permitted, on premiums and advance premiums collected and held in a fiduciary capacity before being remitted to insurance companies. Our policy as it relates to the Company’s capital is to invest available funds in high-quality, short-term fixed income investment securities. Investment income also includes gains and losses realized from the sale of investments. Other income primarily reflects legal settlements and other revenues.
Income before income taxes for the three months ended September 30, 2021 increased from the third quarter of 2020 by $38.0 million, primarily as a result of net new business, acquisitions completed in the past 12 months, and management of our expense base.
Information Regarding Non-GAAP Measures
In the discussion and analysis of our results of operations, in addition to reporting financial results in accordance with generally accepted accounting principles (“GAAP”), we provide references to the following non-GAAP financial measures as defined in Regulation G of SEC rules: Organic Revenue, Organic Revenue growth, EBITDAC and EBITDAC Margin. EBITDAC is defined as income before interest, income taxes, depreciation, amortization, and the change in estimated acquisition earn-out payables. EBITDAC Margin is defined as EBITDAC divided by total revenues. We view these non-GAAP financial measures as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our segments because they allow us to determine a more comparable, but non-GAAP, measurement of revenue growth and operating performance that is associated with the revenue sources that were a part of our business in both the current and prior year. We believe that Organic Revenue provides a meaningful representation of our operating performance and view Organic Revenue growth as an important indicator when assessing and evaluating the performance of our four segments. Organic Revenue can be expressed as a dollar amount or a percentage rate when describing Organic Revenue growth. We use Organic Revenue growth in determining incentive cash compensation and as a performance measure in our equity incentive grants for our executive officers and other key employees. We use EBITDAC Margin for incentive cash compensation determinations for our executive officers. We view EBITDAC and EBITDAC Margin as important indicators of operating performance, because they allow us to determine more comparable, but non-GAAP, measurements of our operating margins in a meaningful and consistent manner by removing the significant non-cash items of depreciation, amortization and the change in estimated acquisition earn-out payables, and also interest expense and taxes, which are reflective of investment and financing activities, not operating performance.
These measures are not in accordance with, or an alternative to the GAAP information provided in this Quarterly Report on Form 10-Q. We present such non-GAAP supplemental financial information because we believe such information is of interest to the investment community and because we believe they provide additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. We believe these non-GAAP financial measures improve the comparability of results between periods by eliminating the impact of certain items that have a high degree of variability. Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments. This supplemental financial information should be considered in addition to, not in lieu of, our Condensed Consolidated Financial Statements.
Tabular reconciliations of this supplemental non-GAAP financial information to our most comparable GAAP information are contained in this Quarterly Report on Form 10-Q under “Results of Operations - Segment Information.”
Acquisitions
Part of our continuing business strategy is to attract high-quality insurance intermediaries to join our operations. From 1993 through the third quarter of 2021, we acquired 572 insurance intermediary operations.
Critical Accounting Policies
We have had no changes to our Critical Accounting Policies as described in our most recent Form 10-K for the year ended December 31, 2020. We believe that of our significant accounting and reporting policies, the more critical policies include our accounting for revenue recognition, business combinations and purchase price allocations including potential earn-out obligations, intangible asset impairments, non-cash stock-based compensation and reserves for litigation. In particular, the accounting for these areas requires significant use of judgment to be made by management. Different assumptions in the application of these policies could result in material changes in our consolidated financial position or consolidated results of operations. Refer to Note 1 in the “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2020 for details regarding our critical and significant accounting policies.
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
The following discussion and analysis regarding results of operations and liquidity and capital resources should be considered in conjunction with the accompanying Condensed Consolidated Financial Statements and related Notes.
Financial information relating to our condensed consolidated financial results for the three and nine months ended September 30, 2021 and 2020 is as follows:
(in thousands, except percentages)
% Change
Core commissions and fees
746,632
653,261
14.3
2,231,876
1,897,163
17.6
Profit-sharing contingent commissions
13,739
28.2
56,334
12.1
Guaranteed supplemental commissions
4,396
22.9
12,559
16.0
23.2
(50.7
)%
(90.0
(28.2
17.3
8.9
15.2
10.6
6.4
(71.0
NMF
9.1
10.4
38.4
35.2
22.2
15.3
51.1
11.3
14.4
23.9
26.1
104.2
24.2
NET INCOME
9.2
26.7
Income Before Income Taxes Margin (1)
25.5
23.5
26.9
25.0
EBITDAC (2)
274,525
220,786
24.3
805,468
639,539
25.9
EBITDAC Margin (2)
35.6
32.8
34.8
32.4
Organic Revenue growth rate (2)
8.5
4.3
10.8
3.5
Employee compensation and benefits relative to total revenues
51.3
53.8
52.8
53.7
Other operating expenses relative to total revenues
13.1
13.6
12.6
13.9
(52.3
(38.0
Total assets at September 30,
9.5
(1) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.
(2) A non-GAAP financial measure.
NMF = Not a meaningful figure
Commissions and Fees
Commissions and fees, including profit-sharing contingent commissions and GSCs, for the three months ended September 30, 2021 increased $98.3 million to $769.7 million, or 14.6%, over the same period in 2020. Core commissions and fees revenue for the third quarter of 2021 increased $93.4 million, composed of (i) approximately $55.6 million of net new and renewal business, which reflects an Organic Revenue growth rate of 8.5%; (ii) $38.5 million from acquisitions that had no comparable revenues in the same period of 2020; (iii) a positive impact from foreign currency translation of $0.3 million; and (iv) an offsetting decrease of $1.0 million related to commissions and fees revenue from business divested in the preceding twelve months. Profit-sharing contingent commissions and GSCs for the third quarter of 2021 increased by $4.9 million, or 26.9%, compared to the same period in 2020.
For the nine months ended September 30, 2021, commissions and fees, including profit-sharing contingent commissions and GSCs, increased $343.6 million to $2,309.6 million, or 17.5%, over the same period in 2020. Core commissions and fees revenue for the nine months
ended September 30, 2021 increased $334.7 million, composed of: (i) approximately $205.6 million of net new and renewal business, which reflects an Organic Revenue growth rate of 10.8%; (ii) $131.2 million from acquisitions that had no comparable revenues in the same period of 2020; (iii) a positive impact from foreign currency translation of $1.0 million; and (iv) an offsetting decrease of $3.1 million related to commissions and fees revenue from businesses divested in the preceding 12 months. Profit-sharing contingent commissions and GSCs for the nine months ended September 30, 2021 increased by $8.8 million, or 12.8%, compared to the same period in 2020.
Investment Income
Investment income for the three months ended September 30, 2021 increased $0.1 million, or 23.2%, from the same period in 2020. Investment income for the nine months ended September 30, 2021 decreased $0.9 million, or 28.2%, from the same period in 2020. The increase for the quarter was primarily driven by higher average cash balances as compared to the prior year, and the decrease for the nine months ended September 2021 was primarily driven by lower interest rates as compared to the prior year.
Other Revenues
Other revenue for the three months ended September 30, 2021 was $0.2 million, compared with $2.2 million in the same period in 2020. Other income for the nine months ended September 30, 2021 was $2.4 million, compared with $3.4 million in the same period in 2020. Other income consists primarily of legal settlements and other miscellaneous income.
Employee Compensation and Benefits
Employee compensation and benefits expense as a percentage of total revenues was 51.3% for the three months ended September 30, 2021 as compared to 53.8% for the three months ended September 30, 2020, and increased 8.9%, or $32.2 million. This increase included $12.6 million of compensation costs related to stand-alone acquisitions that had no comparable costs in the same period of 2020. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2021 and 2020 increased by $19.6 million or 5.4%. This underlying employee compensation and benefits expense increase was primarily related to: (i) an increase in staff salaries attributable to salary inflation; (ii) an increase in accrued performance bonuses; and (iii) an increase in producer compensation associated with revenue growth.
Employee compensation and benefits expense as a percentage of total revenues was 52.8% for the nine months ended September 30, 2021 as compared to 53.7% for the nine months ended September 30, 2020, and increased 15.2%, or $161.2 million. This increase included $51.2 million of compensation costs related to stand-alone acquisitions that had no comparable costs in the same period of 2020. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2021 and 2020 increased by $110.0 million or 10.5%. This underlying employee compensation and benefits expense increase was primarily related to: (i) an increase in staff salaries attributable to salary inflation; (ii) an increase in accrued performance bonuses; and (iii) an increase in producer compensation associated with revenue growth.
Other Operating Expenses
Other operating expenses represented 13.1% of total revenues for the third quarter of 2021 as compared to 13.6% for the third quarter of 2020. Other operating expenses for the third quarter of 2021 increased $9.7 million, or 10.6%, from the same period of 2020. The net increase included: (i) $9.7 million of other operating expenses related to stand-alone acquisitions that had no comparable costs in the same period of 2020; and (ii) increased variable expenses with higher travel and entertainment being the largest driver which was substantially offset by non-recurring legal costs and the write-off of certain receivables in one of our programs where it was determined the collectability was in doubt recorded in the third quarter of 2020.
Other operating expenses represented 12.6% of total revenues for the nine months ended September 30, 2021, as compared to 13.9% for the nine months ended September 30, 2020. Other operating expenses for the first nine months of 2021 increased $17.6 million, or 6.4%, from the same period of 2020. The net increase included: (i) $31.2 million of other operating expenses related to stand-alone acquisitions that had no comparable costs in the same period of 2020; partially offset by (ii) non-recurring legal costs and the write-off recorded in the third quarter of 2020 of certain receivables in one of our programs where it was determined the collectability was in doubt and which did not recur in the third quarter of 2021; and (iii) lower variable operating expenses, including travel and entertainment and meeting-related expenses, primarily resulting from responses to COVID-19.
(Gain)/Loss on Disposal
Gain on disposal for the third quarter of 2021 decreased $0.7 million from the third quarter of 2020. Gain on disposal for the nine months ended September 30, 2021 increased $3.0 million from the nine months ended September 30, 2020. The changes in the (gain)/loss on disposal were due to activity associated with book of business sales. Although we are not in the business of selling customer accounts, we periodically sell an office or a book of business (one or more customer accounts) that we believe does not produce reasonable margins or demonstrate a potential for growth, or because doing so is in the Company’s best interest.
Amortization expense for the third quarter of 2021 increased $2.5 million, or 9.1%, compared to the third quarter of 2020. Amortization expense for the nine months ended September 30, 2021 increased $8.4 million, or 10.4%, compared to the nine months ended September 30,
28
2020. These increases reflect the amortization of new intangibles from businesses acquired within the past 12 months, partially offset by certain intangible assets becoming fully amortized.
Depreciation expense for the third quarter of 2021 increased $2.6 million, or 38.4%, compared to the third quarter of 2020. Depreciation expense for the nine months ended September 30, 2021 increased $6.6 million, or 35.2%, compared to the nine months ended September 30, 2020. Changes in depreciation expense reflect the addition of fixed assets resulting from business initiatives, and net additions of fixed assets resulting from businesses acquired in the past 12 months, which were partially offset by fixed assets that became fully depreciated.
Interest Expense
Interest expense for the third quarter of 2021 increased $2.9 million, or 22.2%, compared to the third quarter of 2020. Interest expense for the nine months ended September 30, 2021 increased $6.5 million, or 15.3%, compared to the first nine months of 2020. These increases were due to higher average debt balances from increased borrowings associated with the issuance of bonds in September 2020, partially offset by the decrease in interest rates associated with our floating rate debt balances.
Change in Estimated Acquisition Earn-Out Payables
Accounting Standards Codification (“ASC”) Topic 805-Business Combinations is the authoritative guidance requiring an acquirer to recognize 100% of the fair value of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase price arrangements) at the acquisition date must be included in the purchase price consideration. The recorded purchase price for acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations are required to be recorded in the Condensed Consolidated Statements of Income when incurred or reasonably estimated. Estimations of potential earn-out obligations are typically based upon future earnings of the acquired operations or entities, usually for periods ranging from one to three years.
The net charge or credit to the Condensed Consolidated Statements of Income for the period is the combination of the net change in the estimated acquisition earn-out payables balance, and the interest expense imputed on the outstanding balance of the estimated acquisition earn-out payables.
As of September 30, 2021 and 2020, the fair values of the estimated acquisition earn-out payables were re-evaluated based upon projected operating results and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820-Fair Value Measurement. The resulting net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the three and nine months ended September 30, 2021 and 2020 were as follows:
Change in fair value of estimated acquisition earn-out payables
For the three months and nine months ended September 30, 2021, the fair value of estimated earn-out payables was re-evaluated and increased by $21.9 million and $15.8 million, respectively, which resulted in charges to the Condensed Consolidated Statements of Income, respectively.
As of September 30, 2021, estimated acquisition earn-out payables totaled $262.9 million, of which $94.2 million was recorded as accounts payable and $168.7 million was recorded as other non-current liabilities.
Income Taxes
The effective tax rate on income from operations for the three months ended September 30, 2021 and 2020 was 25.5% and 15.5% respectively. The effective tax rate on income from operations for the nine months ended September 30, 2021 and 2020 was 22.0% and 22.3%, respectively. The increase for the three months ended September 30, 2021 was driven primarily by the tax benefit associated with incremental vesting of restricted stock awards in the third quarter of 2020. In 2016, we began issuing the majority of our restricted stock awards in the first quarter of each year, and the vesting of such awards is generally tied to the fifth anniversary of the date of grant, subject to certain exceptions.
29
RESULTS OF OPERATIONS — SEGMENT INFORMATION
As discussed in Note 12 to the Condensed Consolidated Financial Statements, we operate four reportable segments: Retail, National Programs, Wholesale Brokerage, and Services. On a segmented basis, changes in amortization, depreciation and interest expenses generally result from activity associated with acquisitions. Likewise, other revenues in each segment reflects net gains primarily from legal settlements and miscellaneous income. As such, in evaluating the operational efficiency of a segment, management focuses on the Organic Revenue growth rate and EBITDAC Margin.
The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the three months ended September 30, 2021 and 2020, including by segment, and the growth rates for Organic Revenue for the three months ended September 30, 2021, including by segment, are as follows:
Retail (1)
National Programs
Wholesale Brokerage
422,667
359,022
190,920
167,802
112,335
101,075
Total change
63,645
23,118
11,260
235
98,258
Total growth %
17.7
13.8
11.1
0.5
14.6
(8,705
(6,359
(6,499
(5,499
(2,414
(1,881
(17,618
(13,739
GSCs
(4,454
(3,591
(549
(182
(401
(623
(5,404
(4,396
409,508
349,072
183,872
162,121
109,520
98,571
(32,662
(5,873
(38,535
Dispositions
(1,014
262
Organic Revenue (2)
376,846
348,058
162,383
103,647
708,097
652,509
Organic Revenue growth (2)
28,788
21,489
5,076
55,588
8.3
13.2
5.1
(1) The Retail Segment includes commissions and fees reported in the “Other” column of the Segment Information in Note 12 of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items.
The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the three months ended September 30, 2020 and 2019, including by segment, and the growth rates for Organic Revenue for the three months ended September 30, 2020, including by segment, are as follows:
2019
337,821
142,487
86,986
50,069
617,363
21,201
25,315
14,089
(6,572
54,033
6.3
17.8
16.2
(13.1
8.8
(7,848
(4,412
(1,927
(14,187
(3,415
(609
(598
(4,622
326,558
137,466
84,461
598,554
Acquisition revenues
(11,808
(13,043
(7,145
(31,996
Divested business
(2,647
337,264
323,911
149,078
91,426
621,265
595,907
13,353
11,612
6,965
25,358
4.1
8.4
8.2
30
The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the nine months ended September 30, 2021 and 2020, including by segment, and the growth rates for Organic Revenue for the nine months ended September 30, 2021, including by segment, are as follows:
1,344,914
1,117,371
521,624
450,469
307,482
267,337
227,543
71,155
40,145
4,711
343,554
20.4
15.8
3.6
17.5
(32,848
(29,380
(23,833
(20,478
(6,482
(6,476
(63,163
(56,334
(12,383
(11,429
(1,316
525
(872
(1,655
(14,571
(12,559
1,299,683
1,076,562
496,475
430,516
300,128
259,206
(102,890
(8,151
(20,192
(131,233
(3,072
978
1,196,793
1,073,490
488,324
431,494
279,936
2,100,643
1,895,069
123,303
56,830
20,730
205,574
Organic Revenue growth % (2)
11.5
8.0
The reconciliation of commissions and fees included in the Condensed Consolidated Statements of Income to Organic Revenue, a non-GAAP financial measure, for the nine months ended September 30, 2020 and 2019, including by segment, and the growth rates for Organic Revenue for the nine months ended September 30, 2020, including by segment, are as follows:
1,036,093
383,118
238,271
150,276
1,807,758
81,278
67,351
29,066
(19,397
158,298
7.8
12.2
(12.9
(26,054
(9,365
(6,073
(41,492
(9,211
(10,225
(1,564
(21,000
1,000,828
363,528
230,634
1,745,266
(58,387
(24,841
(16,010
(1,484
(100,722
(9,625
(376
1
(10,000
1,018,175
991,203
405,675
363,152
243,196
230,635
129,395
1,796,441
1,735,266
26,972
42,523
12,561
(20,881
61,175
2.7
11.7
5.4
(13.9
31
The reconciliation of income before incomes taxes, included in the Condensed Consolidated Statement of Income, to EBITDAC, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, for the three months ended September 30, 2021, is as follows:
Income Before Income Taxes Margin(1)
16.9
37.9
17,316
37
5,785
EBITDAC(2)
133,204
84,393
42,075
9,419
5,434
EBITDAC Margin(2)
31.5
44.2
37.4
21.5
(1) “Income Before Income Taxes Margin” is defined as income before income taxes divided by total revenues.
The reconciliation of income before incomes taxes included in the Condensed Consolidated Statement of Income to EBITDAC, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, for the three months ended September 30, 2020, is as follows:
15.6
28.1
34.6
11,376
3,814
128
106,923
65,720
40,147
8,790
(794
29.7
39.1
39.7
20.2
The reconciliation of income before incomes taxes included in the Condensed Consolidated Statement of Income to EBITDAC, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, for the nine months ended September 30, 2021, is as follows:
21.8
34.5
20,557
20,838
(8,239
8,044
447,050
209,226
103,897
31,332
13,963
33.2
40.1
33.7
23.1
The reconciliation of income before incomes taxes included in the Condensed Consolidated Statement of Income to EBITDAC, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, for the nine months ended September 30, 2020, is as follows:
19.8
27.7
28.9
17.2
5,406
2,821
(146
(3,085
346,468
169,822
91,851
27,838
3,560
30.9
37.6
34.3
21.3
33
Retail Segment
The Retail Segment provides a broad range of insurance products and services to commercial, public and quasi-public, professional and individual insured customers, and non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses. Approximately 77.3% of the Retail Segment’s commissions and fees revenue is commission based. Because most of our other operating expenses are not correlated to changes in commissions on insurance premiums, a significant portion of any fluctuation in the commissions we receive, net of related producer compensation and cost to fulfill expense deferrals and releases as required by ASC 340, Other Assets and Deferred Costs, will result in a similar fluctuation in our income before income taxes, unless we make incremental investments or modifications to the costs in the organization.
Financial information relating to our Retail Segment for the three and nine months ended September 30, 2021 and 2020 is as follows:
409,911
349,381
1,301,003
1,077,516
20.7
6,359
36.9
29,380
11.8
3,591
24.0
11,429
89.5
123
(6.5
1,056
(11.9
225,923
202,302
710,906
612,494
16.1
64,582
51,242
26.0
193,820
161,847
(4,341
18.2
52.2
351,782
303,416
15.9
1,054,093
897,975
17.4
27.8
24.6
29.0
53.4
56.3
54.7
14.5
(60.0
(47.3
The Retail Segment’s total revenues for the three months ended September 30, 2021 increased 17.8%, or $63.9 million, as compared to the same period in 2020, to $423.4 million. The $60.5 million increase in core commissions and fees revenue was driven by: (i) approximately $32.7 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2020; (ii) an increase of $28.8 million related to net new and renewal business; offset by (iii) a decrease of $1.0 million related to commissions and fees recorded in 2020 from businesses since divested. Profit-sharing contingent commissions and GSCs for the third quarter of 2021 increased 32.3%, or $3.2 million, as compared to the same period in 2020, to $13.2 million. This increase was the result of recent acquisitions and qualifying for certain profit-sharing contingent commissions and GSCs in 2021 that we did not qualify for in the prior year. The Retail Segment’s total commissions and fees increased by 17.7%, and the Organic Revenue growth rate was 8.3% for the third quarter of 2021. The Organic Revenue growth rate was driven by revenue from net new business, which was impacted by rate increases in most lines of business
34
with the most pronounced being the continued increases in commercial property, professional liability, and condo property, partially offset by continued premium rate reductions in workers’ compensation. Organic Revenue growth was realized across all lines of business.
Income before income taxes for the three months ended September 30, 2021 increased 27.8%, or $15.6 million, as compared to the same period in 2020, to $71.6 million. The primary factors affecting this increase were: (i) the profit associated with the net increase in revenue as described above; (ii) intercompany interest and amortization expenses growing slower than EBITDAC; partially offset by (iii) an increase to the change in estimated acquisition earn-out payables.
EBITDAC for the three months ended September 30, 2021 increased 24.6%, or $26.3 million, as compared to the same period in 2020, to $133.2 million. EBITDAC Margin for the three months ended September 30, 2021 increased to 31.5% from 29.7% in the same period in 2020. The increase in EBITDAC Margin was driven by: (i) the total revenue increase; and (ii) higher profit-sharing contingent commissions and GSCs; which were partially offset by slightly higher variable operating expenses.
The Retail Segment’s total revenues for the nine months ended September 30, 2021 increased 20.4%, or $227.9 million, as compared to the same period in 2020, to $1,347.4 million. The $223.5 million increase in core commissions and fees revenue was driven by: (i) approximately $102.9 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2020; (ii) an increase of $123.7 million related to net new and renewal business; and (iii) an offsetting decrease of $3.1 million related to commissions and fees recorded in 2020 from businesses since divested. Profit-sharing contingent commissions and GSCs for the nine months of 2021 increased 10.8%, or $4.4 million, as compared to the same period in 2020, to $45.2 million. The Retail Segment’s total commissions and fees increased by 20.4%, and the Organic Revenue growth rate was 11.5% for the first nine months of 2021. The Organic Revenue growth rate was driven by net new business written during the preceding 12 months and growth on renewals of existing customers. Renewal business was impacted by rate increases in most lines of business with continued increases in commercial P&C, and professional liability, partially offset by continued premium rate reductions in workers’ compensation.
Income before income taxes for the nine months ended September 30, 2021 increased 32.4%, or $71.8 million, as compared to the same period in 2020, to $293.3 million. The primary factors affecting this increase were: (i) the profit associated with the net increase in revenue as described above; and (ii) the drivers of EBITDAC described below; (iii) intercompany interest and amortization growing slower than EBITDAC; which were partially offset by (iv) an increase in the change in estimated acquisition earn-out payables.
EBITDAC for the nine months ended September 30, 2021 increased 29.0%, or $100.6 million, as compared to the same period in 2020, to $447.1 million. EBITDAC Margin for the nine months ended September 30, 2021 increased to 33.2% from 30.9% in the same period in 2020. The increases in EBITDAC and EBITDAC Margin were primarily driven by: (i) the net increase in revenue of $227.9 million; and (ii) cost savings delivered in response to COVID-19; which were partially offset by (iii) higher non-cash stock-based compensation.
National Programs Segment
The National Programs Segment manages over 40 programs supported by approximately 100 well-capitalized carrier partners. In most cases, the insurance carriers that support these programs have delegated underwriting and, in many instances, claims-handling authority to our programs operations. These programs are generally distributed through a nationwide network of independent agents and Brown & Brown retail agents, and offer targeted products and services designed for specific industries, trade groups, professions, public entities and market niches. The National Programs Segment operations can be grouped into five broad categories: Professional Programs, Personal Lines Programs, Commercial Programs, Public Entity-Related Programs and the National Flood Program. The National Programs Segment’s revenue is primarily commission based.
Financial information relating to our National Programs Segment for the three and nine months ended September 30, 2021 and 2020 is as follows:
13.4
5,499
20,478
16.4
(525
(33.7
(29.1
(18.2
13.7
74,097
67,785
9.3
218,097
190,998
14.2
32,575
34,513
(5.6
94,909
90,278
(3.9
1.1
29.9
19.1
(59.0
(39.6
(99.0
118,707
120,847
(1.8
342,010
325,938
4.9
44.0
28.4
38.8
40.3
41.8
42.3
17.0
20.5
20.0
111.5
115.6
7.3
The National Programs Segment’s total revenue for the three months ended September 30, 2021 increased 13.7%, or $23.0 million, as compared to the same period in 2020, to $191.1 million. The $21.8 million increase in core commissions and fees revenue was driven by: (i) approximately $21.5 million related to net new and renewal business; and (ii) a positive impact from foreign currency translation of $0.3 million. Profit-sharing contingent commissions and GSCs for the third quarter of 2021 increased approximately $1.4 million compared to the third quarter of 2020.
The National Programs Segment’s total commissions and fees increased by 13.8%, and the Organic Revenue growth rate was 13.2% for the three months ended September 30, 2021. The Organic Revenue growth was driven primarily by strong net new business, retention and rate increases for many programs.
36
Income before income taxes for the three months ended September 30, 2021 increased 53.4%, or $25.2 million, as compared to the same period in 2020, to $72.4 million. Income before income taxes increased due to: (i) the drivers of EBITDAC described below; (ii) decreased estimated acquisition earn-out payables; and (iii) lower intercompany interest expense.
EBITDAC for the three months ended September 30, 2021 increased 28.4%, or $18.7 million, from the same period in 2020, to $84.4 million. EBITDAC Margin for the three months ended September 30, 2021 increased to 44.2% from 39.1% in the same period in 2020. The EBITDAC growth was higher than total revenue growth due to leveraging our expense base and the impact of a non-recurring receivable write-off recorded in the prior year.
The National Programs Segment’s total revenue for the nine months ended September 30, 2021 increased 15.8%, or $71.1 million, as compared to the same period in 2020, to $522.2 million. The $66.0 million increase in core commissions and fees revenue was driven by: (i) $56.8 million related to net new and renewal business; (ii) approximately $8.2 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2020; and (iii) a positive impact from foreign currency translation of $1.0 million.
The National Programs Segment’s total commissions and fees increased by 15.8%, and the Organic Revenue growth rate was 13.2%, for the nine months ended September 30, 2021. The Organic Revenue growth was driven primarily by net new business, good retention and rate increases for many programs.
Income before income taxes for the nine months ended September 30, 2021 increased 44.0%, or $55.1 million, from the same period in 2020, to $180.2 million. Income before income taxes increased due to: (i) the drivers of EBITDAC described below; (ii) decreased estimated acquisition earn-out payables; and (iii) lower intercompany interest expense.
EBITDAC for the nine months ended September 30, 2021 increased 23.2%, or $39.4 million, as compared to the same period in 2020, to $209.2 million. EBITDAC Margin for the nine months ended September 30, 2021 increased to 40.1% from 37.6% in the same period in 2020. The increase in EBITDAC and EBITDAC Margin was driven by: (i) total revenue growth; (ii) leveraging our expense base; and (iii) cost savings delivered in response to COVID-19; (iv) the impact of a non-recurring receivable write-off recorded in the prior year; partially offset by (v) incremental costs associated with the onboarding of new customers and increased non-cash stock-based compensation.
Wholesale Brokerage Segment
The Wholesale Brokerage Segment markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, including Brown & Brown retail agents. Like the Retail and National Programs Segments, the Wholesale Brokerage Segment’s revenues are primarily commission based.
Financial information relating to our Wholesale Brokerage Segment for the three and nine months ended September 30, 2021 and 2020 is as follows:
1,881
28.3
6,476
0.1
623
(35.6
1,655
(22.2
(14.9
(17.6
312
55,262
47,483
160,045
136,576
15,131
13,609
11.2
43,992
39,363
18.4
36.4
57.4
79.9
83,103
66,201
233,395
190,358
22.6
(16.2
(3.7
4.8
49.1
46.9
52.0
51.0
13.5
14.7
(82.1
(55.6
16.5
The Wholesale Brokerage Segment’s total revenues for the three months ended September 30, 2021 increased 11.1%, or $11.2 million, as compared to the same period in 2020, to $112.5 million. The $10.9 million net increase in core commissions and fees revenue was driven primarily by: (i) $5.8 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2020; and (ii) $5.1 million related to net new and renewal business. Profit-sharing contingent commissions and GSCs for the third quarter of 2021 increased $0.3 million compared to the third quarter of 2020. The Wholesale Brokerage Segment’s growth rate for total commissions and fees was 11.1%, and the Organic Revenue growth rate was 5.1% for the third quarter of 2021. The Organic Revenue growth rate was driven by rate increases for most lines of coverage as well as new business.
Income before income taxes for the three months ended September 30, 2021 decreased 16.2%, or $5.7 million, as compared to the same period in 2020, to $29.4 million. The decrease was due to an increase in the change in estimated acquisition earnout payables and intercompany interest expense; which was partially offset by the drivers of EBITDAC described below.
EBITDAC for the three months ended September 30, 2021 increased 4.8%, or $1.9 million, as compared to the same period in 2020, to $42.1 million. EBITDAC Margin for the three months ended September 30, 2021 decreased to 37.4% from 39.7%, as compared to the same period in 2020. EBITDAC Margin decreased due to: (i) higher broker compensation; (ii) slightly higher variable expenses as compared to prior year; and (iii) non recurring intercompany IT charges.
The Wholesale Brokerage Segment’s total revenues for the nine months ended September 30, 2021 increased 15.0%, or $40.1 million, as compared to the same period in 2020, to $307.9 million. The $40.9 million net increase in core commissions and fees revenue was driven primarily by: (i) $20.2 million related to core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2020; and (ii) $20.7 million related to net new and renewal business. Profit-sharing contingent commissions and GSCs for the first nine months of 2021 decreased approximately $0.8 million compared to the same period of 2020. The Wholesale Brokerage Segment’s growth rate for total commissions and fees was 15.0%, and the Organic Revenue growth rate was 8.0% for the first nine months of 2021. The Organic Revenue growth rate was driven by: (i) rate increases for most lines of coverage; and (ii) net new business and exposure unit expansion during the first nine months of 2021.
Income before income taxes for the nine months ended September 30, 2021 decreased 3.7%, or $2.9 million, as compared to the same period in 2020, to $74.5 million. The decrease was due to an increase in the change in estimated acquisition earnout payables and intercompany interest expense; which was partially offset by the drivers of EBITDAC described below.
EBITDAC for the nine months ended September 30, 2021 increased 13.1%, or $12.0 million, as compared to the same period in 2020, to $103.9 million. EBITDAC Margin for the nine months ended September 30, 2021 decreased to 33.7% from 34.3% in the same period in 2020. The increase in EBITDAC was due to: (i) the profit of newly acquired businesses; and (ii) leveraging our expense base; partially offset by (iii) slightly higher variable expenses as compared to prior year.
Services Segment
The Services Segment provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas. The Services Segment also provides Medicare Set-aside account services, Social Security disability and Medicare benefits advocacy services, and claims adjusting services.
Unlike the other segments, nearly all of the Services Segment’s revenue is generated from fees, which are not significantly affected by fluctuations in general insurance premiums.
38
Financial information relating to our Services Segment for the three and nine months ended September 30, 2021 and 2020 is as follows:
22,230
22,144
0.4
67,034
66,495
0.8
12,083
12,563
(3.8
37,218
36,546
1.8
(7.6
(4.3
5.8
(32.3
(29.3
100.0
36,652
37,456
(2.1
111,591
108,322
3.0
7.2
50.8
50.9
49.4
27.6
27.4
27.9
51.9
32.1
The Services Segment’s total revenues for the three months ended September 30, 2021 increased 0.5%, or $0.2 million, as compared to the same period in 2020, to $43.7 million. The Services Segment’s total commissions and fees and Organic Revenue growth rate was 0.5% for the third quarter of 2021 driven by: (i) expansion of existing programs; (ii) specialized claims handling in our advisory business; and (iii) COVID-19 travel restricted claims; which were partially offset by (iv) lower claims in our advocacy businesses.
Income before income taxes for the three months ended September 30, 2021 increased 17.2%, or $1.0 million, as compared to the same period in 2020, to $7.1 million. Income before income taxes increased faster than EBITDAC due to lower intercompany interest expense and amortization.
EBITDAC for the three months ended September 30, 2021 increased 7.2%, or $0.6 million, from the same period in 2020, to $9.4 million. EBITDAC Margin for the three months ended September 30, 2021 increased to 21.5% from 20.2% in the same period in 2020. The increases in EBITDAC and EBITDAC Margin were driven by continued expense management.
The Services Segment’s total revenues for the nine months ended September 30, 2021 increased 3.6%, or $4.7 million from the same period in 2020, to $135.6 million. The Services Segment’s total commissions and fees and Organic Revenue growth rate was 3.6% for the first nine months of 2020. The increase in Organic Revenue was caused primarily by: (i) travel restricted claims due to COVID-19; (ii) specialized claims handling in our advocacy business; and (iii) weather related claim activity; which were partially offset by (iv) lower claims in our advocacy businesses.
Income before income taxes for the nine months ended September 30, 2021 increased 6.4%, or $1.4 million, from the same period in 2020, to $24.0 million. The increase was driven by: (i) a lower change in estimated acquisition earn-out payables as compared to the prior year; (ii) lower intercompany interest expense; and (iii) the drivers of EBITDAC described below.
39
EBITDAC for the nine months ended September 30, 2021 increased 12.6%, or $3.5 million, from the same period in 2020, to $31.3 million. EBITDAC Margin for the nine months ended September 30, 2021 increased to 23.1% from 21.3% in the same period in 2020. The increase in EBITDAC and EBITDAC Margin were driven primarily by leveraging our expense base with higher Organic Revenue growth and lower variable expenses in response to COVID-19.
As discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements, the “Other” column in the Segment Information table includes any revenue and expenses not allocated to reportable segments, and corporate-related items, including the intercompany interest expense charges to reporting segments.
LIQUIDITY AND CAPITAL RESOURCES
The Company seeks to maintain a conservative balance sheet and strong liquidity profile. Our capital requirements to operate as an insurance intermediary are low and we have been able to grow and invest in our business principally through cash that has been generated from operations. We have the ability to utilize our Revolving Credit Facility, which as of September 30, 2021 provided up to $800.0 million in available cash. We believe that we have access to additional funds, if needed, through the capital markets or private placements to obtain further debt financing under the current market conditions. The Company believes that its existing cash, cash equivalents, short-term investment portfolio and funds generated from operations, together with the funds available under the Revolving Credit Facility, will be sufficient to satisfy our normal liquidity needs, including principal payments on our long-term debt, for at least the next 12 months.
The Revolving Credit Facility contains an expansion option for up to an additional $500.0 million of borrowing capacity, subject to the approval of participating lenders. In addition, under the Term Loan Credit Agreement, the unsecured term loan in the initial amount of $300.0 million may be increased by up to $150.0 million, subject to the approval of participating lenders. Including the expansion options under all existing credit agreements, the Company has access to up to $1.5 billion of incremental borrowing capacity as of September 30, 2021.
Contractual Cash Obligations
As of September 30, 2021, our contractual cash obligations were as follows:
Payments Due by Period
Less than1 year
1-3years
4-5years
After5 years
Long-term debt
2,057,500
717,500
1,050,000
Other liabilities (1)
189,249
43,051
33,321
10,185
102,692
Operating leases (2)
245,316
48,375
83,494
55,619
57,828
Interest obligations
347,278
60,308
109,381
64,750
112,839
Unrecognized tax benefits
881
Maximum future acquisition contingency payments (3)
512,873
131,057
381,816
Total contractual cash obligations (4)
3,353,097
572,791
1,326,393
130,554
1,323,359
40
Debt
Total debt at September 30, 2021 was $2,045.5 million net of unamortized discount and debt issuance costs, which was a decrease of $50.4 million compared to December 31, 2020. The decrease includes: (i) the repayment of the principal balance of $52.5 million for scheduled principal amortization balances related to our various existing floating rate debt term notes; (ii) net of the amortization of discounted debt related to our various unsecured Senior Notes, and debt issuance cost amortization of $2.1 million.
During the nine months ended September 30, 2021, the Company repaid $30.0 million of principal related to the Amended and Restated Credit Agreement term loan through the quarterly scheduled amortized principal payments. The Amended and Restated Credit Agreement term loan had an outstanding balance of $260.0 million as of September 30, 2021.
The Company is in active dialogue with currently participating banks and potential new banks related to the refinancing of our Amended and Restated Credit Agreement which consists of the Revolving Credit Facility and term loan component. The renewed facilities are expected to consist of an $800.0 million revolving credit facility and $250.0 million term loan and will mature in five years from the time of renewal. Much of the terms and covenants within the agreement are expected to be unchanged when compared to the Amended and Restated Credit Agreement.
During the nine months ended September 30, 2021, the Company repaid $22.5 million of principal related to the Term Loan Credit Agreement through quarterly scheduled amortized principal payments. The Term Loan Credit Agreement had an outstanding balance of $247.5 million as of September 30, 2021. The Company’s next scheduled amortized principal payment is due December 31, 2021 and is equal to $7.5 million.
Off-Balance Sheet Arrangements
Neither we nor our subsidiaries have ever incurred off-balance sheet obligations through the use of, or investment in, off-balance sheet derivative financial instruments or structured finance or special purpose entities organized as corporations, partnerships or limited liability companies or trusts.
For further discussion of our cash management and risk management policies, see “Quantitative and Qualitative Disclosures About Market Risk.”
41
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates, foreign exchange rates and equity prices. We are exposed to market risk through our investments, revolving credit line, term loan agreements and international operations.
Our invested assets are held primarily as cash and cash equivalents, restricted cash, available-for-sale marketable debt securities, non-marketable debt securities, certificates of deposit, U.S. treasury securities, and professionally managed short duration fixed income funds. These investments are subject to interest rate risk. The fair values of our invested assets at September 30, 2021 and December 31, 2020, approximated their respective carrying values due to their short-term duration and therefore, such market risk is not considered to be material.
We do not actively invest or trade in equity securities. In addition, we generally dispose of any significant equity securities received in conjunction with an acquisition shortly after the acquisition date.
As of September 30, 2021, we had $507.5 million of borrowings outstanding under our various credit agreements, all of which bear interest on a floating basis tied to the Overnight London Interbank Offered Rate (“LIBOR”) and are therefore subject to changes in the associated interest expense. The effect of an immediate hypothetical 10% change in interest rates would not have a material effect on our Consolidated Financial Statements. As of July 2017, the UK Financial Conduct Authority (“FCA”) has urged banks and institutions to discontinue their use of the LIBOR benchmark rate for floating rate debt, and other financial instruments tied to the rate after 2021. However, on November 30, 2020, the ICE Benchmark Administration Limited (“IBA”), announced that it would consult in early December 2020 on its intention to cease the publication of the one-week and two-month U.S. dollar LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining U.S. dollar LIBOR settings (overnight and one, three, six and 12 months) immediately following the LIBOR publication on June 30, 2023. In connection to the released statement from the IBA, on December 4, 2020, the FCA released a similar statement in support of the continuation of the LIBOR rate beyond 2021. The Alternative Reference Rates Committee (“ARRC”) have recommended the Secured Overnight Financing Rate (“SOFR”) as the best alternative rate to LIBOR post discontinuance and has proposed a transition plan and timeline designed to encourage the adoption of SOFR from LIBOR. Post consultation on March 5, 2021, IBA confirmed its proposed dates to stop publishing USD LIBOR on a representative basis.
The Company is currently evaluating the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates, including but not limited to the SOFR interest rate. Management will continue to actively assess the related opportunities and risks associated with the transition and monitor related proposals and guidance published by ARRC and other alternative-rate initiatives, with an expectation that the Company will be prepared for a termination of LIBOR benchmarks after 2021.
We are subject to exchange rate risk primarily in our U.K.-based wholesale brokerage business that has a cost base principally denominated in British pounds and a revenue base in several other currencies, but principally in U.S. dollars, and in our Canadian MGA business that has substantially all of its revenues and cost base denominated in Canadian Dollars, and in our Ireland-based retail brokerage business which has substantially all of its revenue and cost base in Euros.
Based upon our foreign currency rate exposure as of September 30, 2021, an immediate 10% hypothetical change of foreign currency exchange rates would not have a material effect on our Condensed Consolidated Financial Statements.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation (the “Evaluation”) required by Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 and 15d-15 under the Exchange Act (“Disclosure Controls”) as of September 30, 2021. Based upon the Evaluation, our CEO and CFO concluded that the design and operation of our Disclosure Controls were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to our senior management, including our CEO and CFO, to allow timely decisions regarding required disclosures.
Changes in Internal Controls
There has not been any change in our internal control over financial reporting identified in connection with the Evaluation that occurred during the quarter ended September 30, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations of Internal Control Over Financial Reporting
Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.
The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
CEO and CFO Certifications
Exhibits 31.1 and 31.2 are the Certifications of the CEO and the CFO, respectively. The Certifications are supplied in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This Item 4 of Part I of this Quarterly Report on Form 10-Q contains the information concerning the evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
43
PART II
ITEM 1. Legal Proceedings
In Item 3 of Part I of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020, certain information concerning litigation claims arising in the ordinary course of business was disclosed. Such information was current as of the date of filing. During the Company’s fiscal quarter ended September 30, 2021, no new legal proceedings, or material developments with respect to existing legal proceedings, occurred which require disclosure in this Quarterly Report on Form 10-Q.
ITEM 1A. Risk Factors
There were no material changes in the risk factors previously disclosed in Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about our repurchase of shares of our common stock during the three months ended September 30, 2021:
Total numberof sharespurchased (1)
Average pricepaid per share
Total number ofshares purchasedas part of publiclyannounced plansor programs (2)
Maximum valuethat may yet bepurchasedunder the plansor programs (3)
July 1, 2021 to July 31, 2021
43,543
52.60
21,795
323,622,993
August 1, 2021 to August 31, 2021
2,223
55.71
September 1, 2021 to September 30, 2021
1,074
58.73
46,840
52.89
ITEM 6. Exhibits
The following exhibits are filed as a part of this Report:
3.1
Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 29, 2018), Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003) and Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999).
3.2
By-Laws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 12, 2016).
31.1
Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant.
31.2
Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant.
Section 1350 Certification by the Chief Executive Officer of the Registrant.
32.2
Section 1350 Certification by the Chief Financial Officer of the Registrant.
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in inline XBRL, include: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted in inline XBRL and included in Exhibit 101).
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
/s/ R. Andrew Watts
Date: October 26, 2021
R. Andrew Watts
Executive Vice President, Chief Financial Officer and Treasurer
(duly authorized officer, principal financial officer and principal accounting officer)