Greetings. Welcome to BRP Group Fourth Quarter 2020 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to Austin Rock, Director of Strategy and Partnership. Thank you. You may begin.

Thank you, operator and good afternoon. By now, everyone should have access to our earnings announcement and slide presentation, which was released prior to this call, and which may also be found on the Investor Relations portion of our website at baldwinriskpartners.com. Before we begin our formal remarks, a reminder that part of our discussion today may include forward-looking statements, which are based on the expectations, estimates, and projections of management as of today. The forward-looking statements in our discussion are subject to various assumptions, risks, uncertainties and other factors that are difficult to predict and which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements are not guarantees of future performance, and therefore, undue reliance should not be based upon them. We refer all of you to our recent filings with the SEC, including our Form 10-K filed today for a more detailed discussion of the assumptions, risks, uncertainties, and other factors that could impact the future operating results and financial condition of BRP Group, including those related to the potential effects of the COVID-19 pandemic on our business, financial condition, and results of operations. We disclaim any intentions or obligations to update or revise any forward-looking statements, except to the extent required by applicable law. Also, our discussion today will include references to certain non-GAAP measures. A reconciliation of these measures to the most comparable GAAP measure can be found within the earnings announcement and earnings supplement slide presentation, both posted on our website at ir.baldwinriskpartners.com or in our SEC filings. In addition, this call is being webcast and an archived version will be available after the call on the Investor Relations portion of our website. With that, I will now hand the call to Trevor Baldwin, Chief Executive Officer of BRP Group.

Thanks Austin and good afternoon everyone. Welcome to our fourth quarter of 2020 earnings call. We appreciate your taking the time to join us and your interest in BRP Group. During today’s call, I’ll provide some brief highlights on our accomplishments during the quarter and for the full-year; Brad, will then provide a more detailed review of our Q4 and fiscal year 2020 results; and Kris will wrap up with a few quick comments on our balance sheet and certain expectations regarding our outlook for the future. We’ll then open up the line for questions. In summary, we had another fantastic quarter in Q4 to cap a phenomenal year, and which we believe we firmly validated the power and resilience of our hybrid growth strategy and differentiated business model amidst a challenging macroeconomic backdrop. For the quarter, we recorded strong year-over-year organic revenue growth of 17% and total revenue growth of 91%, and for the full-year generated organic revenue growth of 16% and total revenue growth of 75%. In Q4, our organic growth was again led by our Specialty segment, with the MGA of the Future growing 73% during the quarter, driven by continued success and renters and the launch of our master tenant liability products, which Brad will discuss in detail in a bit. On the partnership front, we had a successful quarter closing five transactions for 155 million of annual required revenue, marking the most active quarter from a partnership perspective in our firm's history, and becoming the first firm in recent history to acquire three top 100 middle market firms in a year, which we accomplished during the fourth quarter alone. We believe that all the firm's that joined us during the quarter are uniquely high quality with strong track records of organic growth and bring to…

Thanks, Trevor and good afternoon to everyone on the call. For the fourth quarter, we generated revenue growth of 91% to 69.6 million and for the year we delivered revenue growth of 75% to 240.9 million. The revenue growth was driven once again by our hybrid growth model, namely organic growth combined with contributions from new partnerships. As Trevor mentioned, we once again generated double-digit organic revenue growth on a year-over-year basis recording 17% organic growth for the quarter, and 16% organic growth for the year. Thanks to solid performance across all of our operating groups and particularly strong performance from our specialty segment, driven by the MGA of the Future. Given that partnerships are an important portion of our ongoing growth strategy, and our regulatory filings, we also provide revenue metrics on an unaudited pro forma basis. This provides investors with a more apples-to-apples comparison as if our 2020 partnerships have been acquired on January 1, 2020. For the fourth quarter of 2020, unaudited pro forma revenue was 94.4 million, up 158% from the prior year. For the full-year, unaudited pro forma revenue was 426.2 million, up 179% from 2019. Unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been attained if the partnerships that occurred on that date, nor the results that may be obtained in the future. GAAP net loss for the fourth quarter was 19.1 million, or $0.29 per fully diluted share. GAAP net loss for the full-year was 29.9 million or $0.58 per fully diluted share. Adjusted net income for the fourth quarter of 2020, which excludes share based compensation amortization and other one-time expenses was 4.9 million or $0.06 per fully diluted share. For the full-year, adjusted net income was 32.4 million or $0.44…

Thanks Brad, and good afternoon to everyone on the call. A few closing remarks before we have Q&A. As most of you are aware, we successfully raised 249 million in primary equity proceeds in our December [fall in offering], allowing us to fund our partnership activity in Q4 and de-leveraging the balance sheet ahead of what we anticipate will be a robust 2021. Pro forma for the completion of the equity offering and the closing of our Q4 partnerships, net leverage stands at 2.8 times, and we maintain 480 million of capacity between cash on hand and our full 400 million revolving credit facility to execute on our 2021 partnership pipeline. As we've said before, we continue to believe that 3.5x to 4x leverage is a prudent run rate for our business and we'd be comfortable taking leverage opportunistically up around the 4.5 area in the wake of a larger transaction. Looking ahead, as the economy continues to recover from the COVID-19 pandemic, amidst positive vaccine developments, we are hopeful for material improvements in the business environment over the course of 2021. As such and given strong performance across our business in January to start the year, as we sit here today for Q1, we feel confident in our ability to generate organic growth on the higher end of our longer-term 10% to 15% double-digit organic growth goals. Additionally, given seasonality, we expect the margin in Q1 to be back to a similar level of the prior year above 30%. For the full-year, we plan to continue investing in the organic growth of the business. However, as it stands today, we would expect 100 basis points to 200 basis points increase and the adjusted EBITDA margin above last year's 18%. We continue to feel good about the 120 million to 150 million of annualized acquired revenue for the year and would reiterate that we expect at least 90% of those transactions to close in the quarters, two, three, and four. As a reminder, the exact timing of partnerships is subject to change. And then finally, another reminder that it typically takes 12 months to 18 months for us to begin to realize full pro forma EBITDA from partnerships, particularly larger partnerships as we work to integrate them into the broader BRP platform. In summary, we are excited about our results during the quarter and for the full-year. The momentum we have carried into the start of 2021 and for what we believe will be another very strong year in the partnership and organic front, I would echo Trevor’s thank you to our colleagues who have been the driving force for the continued success of the business, and to put our business in the best position we've ever been. With that, I thank you for your time and will now open the call for Q&A. Operator?

Thank you. [Operator Instructions] Our first question is from Greg Peters with Raymond James. Please proceed.

Good afternoon, everyone. And before I started my questions, congratulations on the promotions, and Brad I have to say you did a flawless job in reading your scripts, you're off to a good start.

Thanks Greg.

So first, let's talk about the organic revenue growth results. And specifically, you know, the MGA of the Future clearly is driving the consolidated results. Can you talk a little bit about how the middle market is progressing and perhaps MainStreet and Medicare as well?

Yeah, hey, Greg, this is Trevor. So, as you articulated, the MGA of the Future had just a fantastic quarter in Q4 at over 70% growth, you know, propelled by the launch of our new master tenant liability product. You know, with that being said, I think, you know, when we look at the full-year results, relative to the overall economic and operational environment, we're really pleased with the results of all of our segments. And so outside of specialty, you'll see that we had mid-single-digit organic growth. You know, you'll also recall in the third quarter that that we had guided towards the lower end of our target 10% to 15% organic growth range for the fourth quarter. And that was a result of anticipated exposure unit right sizing and our client base, particularly on the employee benefit side, as businesses took action, as it became clear that there was not going to be a fourth quarter stimulus package that ultimately was passed. So, I think, you know, we've gotten through that across our business in middle market and Main Street in particular. And, you know, as you heard, Kris talked about in the prepared remarks, we're super excited about where we're positioned, and you know, as a result feel really good about delivering organic growth towards the upper end of our 10% to 15% range in Q1.

Yeah, got it. Okay. The second question I had was, I think, Kris in your comments, you mentioned that there could be 100 basis points to 200 basis points of EBITDA margin expansion in 2021. And I just wanted to make sure I heard that correct. And I guess, you know, I'm curious about how you're thinking about working capital needs, considering the substantial growth that you reported last year, and as you think about, you know, this year?

Yeah, that's right, Greg. So, if you look at this year, I think at year-end, we're at 18%. We're planning to invest over 30 million in the business this year. And even in the face of doing that, we think we'll get about 100 basis points to 200 basis points increase, you know, above that 18 as we sit here today. So, from a working capital standpoint, we think we're in great shape. You know, we raised equity in December, you know, we still have our whole revolver available. We still have a decent amount of cash on the balance sheet. So, we think we're in really good shape going into the year and as we said, you know, so far in January, we've had some positive results.

Got it. The last question. One of the things that struck me as I was going through your slide deck, if you look at the earnout potential and like on Slide 3 you had said in the third line from the bottom that the maximum contingent earnout has now in the fourth quarter moved up to almost $300 million and then, you know, if I – you look at that number and the growth of that number, and then I go down into your table six and look at, you know, the adjustments, if you will, or the bridge to adjusted EBITDA, you know, we're seeing a change in the fair value of that contingent consideration. Can you just walk us through how you're thinking with such a large contingent consideration sitting out there, how that might affect, you know, pro forma commission fees and this adjusted EBITDA bridge that you report on?

Sure. So, I'll start and then I'll let Brad provide some additional commentary. We want to want to remind folks, the maximum contingent consideration in the earnouts is generally at a level higher than even 20% organic growth. A lot of times we've taken those tables to 30% or higher. So, there's a tremendous amount of growth that would have to happen for those businesses to hit the maximum. And at the same time, you know, we’ve de-levered ourselves down. And they would have generated, you know, significantly more EBITDA at the payment of those then when they joined. So, I want to make sure people remember that, that the consideration is very much tied to fantastic performance, and we find nothing happier to pay max consideration at the end of the day. You know, as far as some of the detail, let Brad comment.

Right? So, as you know, Greg, we've talked about this before, on day one of that partnership, right, you're recording a fair value of that contingent consideration, which has to contemplate any number of scenarios, in fact, all scenarios that could occur with that business. You get a significant discounting factor, both in terms of, you know, what's going to happen in that business over three years, and the time value of money. So, what we're seeing is, you know, particularly as we have a larger base of contingent consideration, you know, our mark-to-market each quarter is, you know, sometimes substantial, which is why we are calling it out and adding it back, because it makes our true GAAP net income, you know, somewhat distorted. So, to the extent that number is increasing, that's, you know, in our mind a good thing because it means those businesses are performing. And, as we've said before, we like nothing more than to pay on the high-end of contingent consideration, because that means that business has grown at that level that Kris just outlined in terms of, you know, 20% plus organic growth.

Got it. Thanks for the answers. I'll let others ask questions.

Our next question is from Elyse Greenspan with Wells Fargo. Please proceed.

Hi, thanks. I also want to extend my congrats to Kris and Brad on the recent promotion. My first question, so I guess maybe I’ll start with M&A. You know, you guys when you laid out the 2021 plan in December, you had said that you expected it to be, you know, pushed into the back [two quarters] of the year, which, you know you reaffirmed today, so I would say pretty close to the second quarter. So, do you have a sense to timing wise? I know, maybe it depends upon some tax changes or things like that, but when you would expect to see some of the deals starting to come in, in 2021?

Yeah, hey Elyse. This is Trevor and thanks to the big congrats for Kris and Brad, we're really excited about their new roles and continued and future contributions to the business. As we think about our pipeline and the broader M&A landscape as we articulated on the call, our pipeline is very strong, and we have a number of very high quality opportunities across the range of size. And so we feel good about, you know our target in that $120 million to $150 million range. When it comes to timing, you know, M&A can be lumpy and timing is subject to the nuances and vagaries of the M&A process. And so, I don't want to provide, kind of any specific details there other than, you know, we do believe it's going to be back and waited, as a result of the dynamics of you know, how busy Q4 was. The time we're taking to really effectively integrate the partners this first quarter that joined us at the end of last year. And then just the dynamics in the marketplace is, you know, there was a little bit of an air pocket at the beginning of Q1 as a lot of folks that were thinking about transacting in the relative near term, you know, pulled it forward and into the fourth quarter of 2020 for tax concerned reasons. So, we're excited about our pipeline and the quality of the organizations that are in it and excited about how we're going to be able to execute from a partnership strategy this year.

Okay, thank you. And then my next question on. So, we look at, like, you know, the organic growth in the quarter on, you know, towards the high-end of your expectations that you guys, you know, as you pointed out, so exceptional growth within the MGA business. So, if we neutralize for that, it does seem like the rest of the businesses did decelerate, which I imagine there might just be some timing nuances going on. Since embedded I think you said that Q1 would be at the high-end of the 10% to 15% target. So, as you know, the specialty business close at 40%, I back into an implied growth in the rest of your businesses in the first quarter. So, you just, I'm assuming I'm correct on the outlook, and can you provide any color on, you know why some of the segments might have contracted or seen some pressure in the fourth quarter?

Elyse it’s Kris, I’ll take that one. I think as Trevor mentioned earlier, we did see some weakness, especially in the middle market, just on the employee benefits side where I think folks had waited to make decisions until after the election season. And if stimulus was going to happen, they tried the right size getting into year-end. You know, we haven't seen that kind of continuing in January. So, that's positive. And as far as the other businesses, we talked about, you know, last year, you know, Main Street had a tough start in Q1 with some contingent headwinds. You know, by Q3 of this year, all of them had been double-digit organic. So, Q4 was a little lighter, January's look good. And as we said, we expect, as we sit here today, you know, Q1 to be on the high side of that 10 to 15.

Elyse we feel like we've created a lot of momentum into 2021 across all of our businesses, and feel really good about how we're positioned to continue executing on our long-term goal of consistent durable double-digit organic growth.

That's great. And then one last one, I'm looking at the slide presentation, I guess, the supplement. And so the full-year 2020, adjusted EBITDA margin was 26. I believe you said you would expect 20% in 2021. I'm assuming that delta between those two numbers is just essentially the reinvestment that you pointed to in response to an earlier question, which is, you know, almost a good chunk of it. And then just the fact that it takes the 12 months to 18 months for some of these businesses to scale.

That’s exactly right, Elyse. Yeah, we see an incredible opportunity to keep doubling down on investing in our business. In particular, you know the MGA of the Future where we're experiencing exceptional results. And so, as Kris pointed out, we plan to invest over $30 million in the new talent alone, in addition to the technology and other investments that we're making across our business.

Okay, thanks. I appreciate the color.

Our next question is from [Josh Shanker] with Bank of America. Please proceed.

Yeah, thank you, and congratulations on the quarter and all the good news for everybody. I hope that you can talk a little bit – I'm interested in the relationship between the contingent payout and sales inducement programs, to what extent are sales inducement programs going to be a common feature of future acquisitions? Given the first couple months you have here of data, to what extent are your producers taking you up on those opportunities? And, you know when you set objectives, how did you sort of think about the relationship between what you're willing to pay and what you're willing to pay individual producers?

Yeah, so Josh, to clarify, the inducement program is tied, it is part of the overall consideration for an individual transaction. And so one of the unique things about our M&A program is that all – generally all colleagues at a partner firm are receiving equity consideration as a part of the purchase price that, you know, at times we're publishing. So, the inducement plan is not separate and distinct from the purchase price that you would see published in our materials, it is a part of that. And it is the way in which we put equity in the hands of the individuals that may not be owners or material owners of the business at the time of the transaction, but that we believe are going to be considerable drivers of future performance well into the future. And so, we're using that to align their interests with the overall organization.

So, the total price that will be paid, given perfect execution, include that inducement cost within the price?

Correct.

Okay. And should we – I mean you put a press release out for that to explain how it works, would you expect in the future that most deals that you're going, some will come with a inducement component for the producers?

Yes. And virtually [indiscernible].

Okay. And in terms of the, you know, you guys look at, I think that you've done a great job of identifying great transactions. And we do talk about that Business Insurance top 100 list, of course, there's many companies that don't appear in that list that are attractive, just to get a frame, I'm not asking you to disparage your competitors, but when you look at a list like that, the 100 companies, how many of those companies not particularly being a great fit for a company like Baldwin, if you had your choice? You know, if money were no object, and you guys could say, look, these are companies that we think are great, how many out of a 100 companies are actually [falls immaterial]?

I'd say my sense would be 20%, Josh.

20%. And that they have long-term growth in culture, I guess?

That's exactly right.

And in terms of, you know, sort of your pipeline, and deal size, I don't want to give too much away, but should we expect bolt-ons to be regularly announced and large deals, of course, or something unusual?

Yes, I think that's a fair characterization of how the partnership program will continue.

Okay. Thank you very much.

Thanks, Josh.

[Operator Instructions] Our next question is from Meyer Shields with KBW. Please proceed.

Great. Thanks. I think Trevor, you'd mentioned that things were looking stronger, even in some of the segments that had a little bit weaker fourth quarter, is that improvement also on employee benefits side or can you talk about what's looking better so far in 2021?

Yeah, it is. And what I would tell you Meyer is, universally across all three of the single digit segments, we're seeing, you know, enhanced performance thus far in 2021. I mean, just to provide some specificity Meyer, as we think about the impact of the exposure unit pullback in the first quarter or in the fourth quarter, the impact on the business, the combined impact of rate and exposure was an 8% headwind. And remember, you can think about rate as being, you know, positive to the tune of high single digits even. And so, it was a pretty significant right sizing that we were still able to, you know, grow through at 17% overall, across the business. We think we've gotten most if not all, of that, kind of underlying client level exposure unit right sizing out now and feel really good about the momentum and the positioning of our organization, the relative new business pipelines that exist across our segments and risk advisors. And, you know, as we shared, we feel good about achieving organic growth on the higher-end of our 10% to 15% target range for the first quarter.

Okay, you know that's very helpful. Doing some quick background, [little math], it looks like, I don't know, maybe 40% of the annual investment. I’m just looking at the margin numbers that Kris had provided, like a lot of that investment will come in Q1, should we expect that level of seasonality because of the revenue heaviness? Is that the right way to think about the investment opportunity?

I don't know that I’d think about the investment coming that front loaded, Meyer. I would think about it being more evenly, kind of distributed across the year. Because, you know, remember the 30 plus million is all in talent. And, you know, onboarding talent means we've got to have the resources and bandwidth to appropriately welcome those new colleagues into our organization get them trained on our unique ways in which we go to market and educated on all of the resources and capabilities that they have access to as part of our broader platform.

Okay. Understood. When you say talent, I assume that that's brokerage talent that [post to] IT am I thinking about that right?

It's talent across the business. So, yeah, a significant amount of it would certainly be brokerage talent, but it's also technology talent. Developers, it’s product management specialists in the MGA. It is HR and training and development talent to continue to bolster our ability to onboard and welcome new colleagues. It's recruiting talent so that we can continue to build our bench of recruiters that are focused on identifying high potential individuals to come on board. So, it's across the board.

Okay, that works. And I guess, final question. If we're looking at 40% or so organic revenue growth on the MGA of the Future in 2021, I assume that if we look at individual quarters, because the comparable in 4Q is so high, it'll be higher in the earlier quarters, and then we're just lapping that more difficult one, is that fair?

Yeah, I think that's a fair characterization Meyer.

Okay, I'm all set. Thanks so much.

Thanks Meyer.

And our next question is from Pablo Singzon with JPMorgan. Please proceed.

Hi, thank you. So, in thinking about your organic growth guidance of 10% to 15%, you know, I think you can easily get to that range with, you know MSI going 40% for the next several quarters, but you know, I'm more interested in the rest of the BRP’s businesses, [indiscernible] that the rest of BRP will be growing, you know, it's a piece of double-digit [for interest] support that 10% to 15% overall growth?

Yeah, Pablo, I – what I'd say is, we've always said, any segment, we have, we think, you know, we can grow at 10% to 15% on a longer-term period of time. You know, obviously, last year, we fell a little short of that in some of the segments and last year was a tough year with some economic stuff going on. But you know, that's not our expectation, our expectation is those businesses all can grow double digits. Now, obviously, the quarterly timing of that varies as these businesses are still growing immensely sometimes, and they’ve pulled back a little bit. But, you know, in the long run, you know year-over-year we think all those businesses can grow double-digits.

Got you. And then Trevor, based on your comments about, I guess the headwind from exposure, is it fair to assume that the exposures you were booking, I guess, as much as apples-to-apples as you can get, right, it's never one-to-one, but is it fair [indiscernible] that exposures in 1Q 2021 are better than what you're booking in the fourth quarter 2020, but probably still lower than first quarter last year, is that, sort of the right way to think about it conceptually?

Yeah, I think that's right, Pablo. I mean, if you think back to last year, you know, COVID wasn't universally impacting the country until really March. And so, you can think about January and February, you know, comps really being to accounts that have renewed in a pre-COVID world. And then as you get into March and April, you can begin thinking about, you know, accounts that had renewed in a post-COVID world, but the post-COVID world that was a wash, and significant stimulus funding, and in [QE] in support of keeping, you know, businesses and jobs alive. And then as you lapped into the fourth quarter, you can think about, you know, the lack of stimulus funding that made it out to the system and businesses that maybe it held on a little bit longer. Finally, you know, deciding that they needed the right size.

Okay. And then I think last year, there was some noise in terms of negative adjustments from, I guess, exposure audits, right, mid-term exposure audits, if we sort of think about, you know, going out of the [indiscernible], and, you know, the economy recovering. What did you expect, I guess, adjustments on the positive side, whether this year early next?

Yeah, I think that's a reasonable expectation, of course, subject to how quickly and how robust the economy recovers. I think, you know, businesses are likely, you know, over the past year, they've learned how to do more with less. And I think a lot of organizations would tell you that they've learned how to be a lot more efficient. I mean, we've seen it in our public peers in our industry, as an example with margins, you know, achieving relatively record highs across the peer group. So, I'm not sure you see an immediate rebound, because I believe businesses will look to do – continue doing more with less broadly, but over time, you know, certainly I think exposure unit growth will get layered back in.

Okay. And last one for me. I was just hoping that you could contextualize for us the new renter’s product. So, any color you can share? Are the commission rates similar, is part of the, you know, 17 million unit ecosystem you described, is there an overlap with the existing renters product to serve? Any detail you can provide would be helpful. Thanks.

Yeah. So, I mean, the new master tenant liability product is something the team has been working on. In fact, we've been working on a full suite of solutions to complement the overall habitational real estate, you know, ecosystem that we're serving. And so, the master tenant liability product is one that pairs up nicely with the integrated and embedded HO4 solution that we offer, because it enables property managers to place liability only coverage on units for individuals who choose not to buy a full HO4 solution. And therefore, you know, it's a way for those tenants to satisfy their insurance obligation without the larger HO4 solution product. And as you think about, kind of what impact that has for us, you know, more broadly, you know, what we've shared in the past is a building at maturity, you may see 20% to 30% penetration with the HO4 product. You layer in the, you know, tenant master liability solution. And you could get to, as high as 50% overall penetration on a combined basis between the two. And, you know, just a few other I think staffs to highlight some of the momentum, we're seeing in that part of the business. You know, we grew the overall units turned on inside the system to 8.2 million, you know as of yesterday, which is up significantly from the 7.7 million that we ended at the end of 2020 with in the 5.6 million that we ended at the end of 2019. And if you think about the relative penetration of those units that we've been in since the end of 2019, we've gone from 6.4% to 7.3%, or 15%, growth in overall policies in force for buildings that we've been active in for over 12 months. So, we're continued to see growing adoption and continuing to get better at, you know, marketing and offering our solution set into the buildings that we've activated and that we’re integrated into.

Got it. Thanks for your answers.

Thanks, Pablo.

We have reached the end of our question-and-answer session. I would like to turn the conference back over to management for closing remarks.

Thank you. We appreciate all of your interest and support. And I just want to thank our colleagues one last time for the amazing grit and perseverance that they showed throughout 2020. We're incredibly fortunate to have a uniquely talented group of colleagues. And I can tell you that we're exceptionally excited about what 2021 has in store for our business, and the opportunities for us to continue growing and innovating the industry. Thank you.

Thank you. This does conclude today's conference. You may disconnect your lines at this time and thank you for your participation.