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BROWN & BROWN, INC. – 10-Q – 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 endedDecember 31, 2022 , and the two discussions should be read together.
GENERAL
Company Overview - First Quarter of 2023
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 inDaytona 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, sales or 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. We also participate in capitalized captive insurance facilities (the "Captives") for the purpose of having additional capacity to place coverage, drive additional revenues and to participate in underwriting. The Company has traditionally participated in underwriting profits through profit-sharing contingent commissions. These Captives give us another way to deliver incremental revenue growth and continue to participate in underwriting results while limiting exposure to claims expenses. The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain managing general agents. The Captives limit the Company's exposure to claims expenses either through reinsurance or by only participating in certain tranches of the underwriting. 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 or a reduction of purchase limits the occurrence of catastrophic weather events all affect our revenues. For example, higher levels of inflation, which increase the value of insurable exposure units, or a general decline in economic activity, which could decrease the value of insurable exposure units. Conversely, increasing costs of litigation settlements and awards could cause some customers to seek higher levels of insurance coverage. Historically, we have grown our revenues as a result of our focus on net new business and acquisitions. We foster a strong, decentralized sales and service culture, which enables responsiveness to changing business conditions and drives accountability for results. The term "core commissions and fees" excludes profit-sharing contingent commissions, and therefore represents the revenues earned directly from specific insurance policies sold, and specific fee-based services rendered. The net change in core commissions and fees 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; (iv) the net change in fees paid to us by our customers; and (v) any businesses acquired or disposed of. We also earn profit-sharing contingent commissions, which are commissions based primarily on underwriting results, but in select situations may reflect additional considerations for volume, growth and/or retention. These commissions, which 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. Fee revenues primarily relate to services other than securing coverage for our customers, and to a lesser extent as fees negotiated in lieu of commissions. Fee revenues are generated by: (i) our Services segment, which is primarily a fee-based business that 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; (ii) our National Programs and Wholesale Brokerage segments, which earn fees primarily for the issuance of insurance policies on behalf of insurance companies; and (iii) 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 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 25.8% in 2022 and 27.4% in 2021.
For the three months ended
rate was 22.5%, and our consolidated Organic Revenue growth rate was 12.6%.
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 money-market funds and fixed income investment
securities. Investment income also includes gains and losses realized from the
sale of investments. Other income primarily reflects other miscellaneous
revenues.
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Income before income taxes for the three months ended March 31, 2023 increased
from the first quarter of 2022 by $29.2 million or 11.0%, driven by net new
business and acquisitions completed in the past 12 months, which were partially
offset by increased amortization expense as a result of our recent acquisitions
along with increased interest expense associated with higher average debt
balances from debt issued and bank financing in the first quarter of 2022 to
fund the acquisitions of GRP (Jersey) Holdco Limited and its businesses ("GRP"),
Orchid Underwriters Agency and CrossCover Insurance Services ("Orchid") and BdB
Limited companies ("BdB") as well as increases in the floating-rate benchmark
used on our adjustable rate debt.
Information Regarding Non-GAAP Financial 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 the SEC rules: Total Revenues - Adjusted,
Organic Revenue, EBITDAC, EBITDAC Margin, EBITDAC - Adjusted and EBITDAC Margin
- Adjusted. We present these measures because we believe such information is of
interest to the investment community and because we believe it provides
additional meaningful methods to evaluate the Company's operating performance
from period to period on a basis that may not be otherwise apparent on a GAAP
basis due to the impact of certain items that have a high degree of variability
and that we believe are not indicative of ongoing performance. This non-GAAP
financial information should be considered in addition to, not in lieu of, the
Company's consolidated income statements and balance sheets as of the relevant
date. Consistent with Regulation G, a description of such information is
provided below and 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."
We view Organic Revenue and Organic Revenue growth as important indicators when
assessing and evaluating our performance on a consolidated basis and for each of
our four segments, because it allows us to determine a comparable, but non-GAAP,
measurement of revenue growth that is associated with the revenue sources that
were a part of our business in both the current and prior year and that are
expected to continue in the future. We also view Total Revenues - Adjusted,
EBITDAC, EBITDAC - Adjusted, EBITDAC Margin and EBITDAC Margin - Adjusted as
important indicators when assessing and evaluating our performance, as they
present more comparable measurements of our operating margins in a meaningful
and consistent manner. As disclosed in our most recent proxy statement, we use
Organic Revenue, and EBITDAC Margin - Adjusted as key performance metrics for
our short-term and long-term incentive compensation plans for executive officers
and other key employees.
Non-GAAP Revenue Measures
•
Total Revenues - Adjusted is our total revenues, excluding Foreign Currency
Translation (as defined below).
•
Organic Revenue 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) Foreign Currency Translation (as defined below). The term "core commissions and fees" excludes profit-sharing contingent commissions and therefore represents the revenues earned directly from specific insurance policies sold and specific fee-based services rendered. Organic Revenue can be expressed as a dollar amount or a percentage rate when describing Organic Revenue growth. Non-GAAP Earnings Measures
•
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.
•
EBITDAC - Adjusted is defined as EBITDAC, excluding (i) (gain)/loss on disposal, (ii) Acquisition/Integration Costs (as defined below), (iii) for 2023, the 1Q23 Nonrecurring Cost (as defined below) and (iv) Foreign Currency Translation (as defined below).
•
EBITDAC Margin - Adjusted is defined as EBITDAC - Adjusted divided by Total
Revenues - Adjusted.
Definitions Related to Certain Components of Non-GAAP Measures
•
"Acquisition/Integration Costs" means the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating our information technology systems) arising out of our acquisitions ofGRP (Jersey) Holdco Limited and its business,Orchid Underwriters Agency andCrossCover Insurance Services , andBdB Limited companies, which are not considered to be normal, recurring or part of the ongoing operations.
•
"Foreign Currency Translation" means the period-over period impact of foreign
currency translation, which is calculated by applying current-year foreign
exchange rates to the various functional currencies in our business to our
reporting currency of US dollars for the same period in the prior year.
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•
"1Q23 Nonrecurring Cost" means approximately
substantially paid in the first quarter of 2023 to resolve a business matter,
which is not considered to be normal, recurring or part of the ongoing
operations.
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 and, therefore comparability may be limited. This supplemental non-GAAP financial information should be considered in addition to, and not in lieu of, the Company's Condensed Consolidated Financial Statements.
Acquisitions
Part of our continuing business strategy is to attract high-quality insurance intermediaries to join our operations. From 1993 through the first quarter of 2023, we acquired 618 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 endedDecember 31, 2022 . 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 endedDecember 31, 2022 for details regarding our critical and significant accounting policies. 27 --------------------------------------------------------------------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
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 months ended
Three months ended March 31,
(in millions, except percentages) 2023 2022 %
Change
REVENUES
Core commissions and fees$ 1,081.2 $ 875.7 23.5 % Profit-sharing contingent commissions 26.8 28.6 (6.3 )% Investment income 7.0 0.2 NMF Other income, net 1.0 0.2 NMF Total revenues 1,116.0 904.7 23.4 % EXPENSES Employee compensation and benefits 571.1 459.0 24.4 % Other operating expenses 160.7 126.8 26.7 % (Gain)/loss on disposal (5.7 ) (0.2 ) NMF Amortization 41.4 31.1 33.1 % Depreciation 9.9 8.1 22.2 % Interest 46.7 18.3 155.2 % Change in estimated acquisition earn-out payables (2.3 ) (3.4 ) NMF Total expenses 821.8 639.7 28.5 % Income before income taxes 294.2 265.0 11.0 % Income taxes 58.7 44.7 31.3 % NET INCOME$ 235.5 $ 220.3 6.9 % Income Before Income Taxes Margin (1) 26.4 % 29.3 % EBITDAC - Adjusted (2)$ 398.2 $ 323.1 23.2 % EBITDAC Margin - Adjusted (2) 35.7 % 35.7 % Organic Revenue growth rate (2) 12.6 % 7.8 %
Employee compensation and benefits
relative to total revenues 51.2 % 50.7 %
Other operating expenses relative
to total revenues 14.4 % 14.0 % Capital expenditures$ 11.8 $ 10.0 18.0 % Total assets at March 31,$ 13,399.9 $ 11,272.9 (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, for the three months endedMarch 31, 2023 increased$203.7 million to$1,108.0 million , or 22.5%, over the same period in 2022. Core commissions and fees revenue for the first quarter of 2023 increased$205.5 million , composed of : (i) approximately$107.0 million of net new and renewal business, which reflects an Organic Revenue growth rate of 12.6%; (ii)$113.9 million from acquisitions that had no comparable revenues in the same period of 2022; (iii) an offsetting decrease from the impact of Foreign Currency Translation of$0.7 million ; and (iv) an offsetting decrease of$15.6 million related to commissions and fees revenue from business divested in the preceding 12 months. Profit-sharing contingent commissions for the first quarter of 2022 decreased by$1.8 million , or 6.3%, compared to the same period in 2022.
Investment Income
Investment income for the three months ended
million
higher average interest rates compared to the prior year.
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Other Income
Other income for the three months ended
Employee Compensation and Benefits
Employee compensation and benefits expense as a percentage of total revenues was 51.2% for the three months endedMarch 31, 2023 as compared to 50.7% for the three months endedMarch 31, 2022 , and increased 24.4%, or$112.1 million . This increase included$56.0 million of compensation costs related to stand-alone acquisitions that had no comparable costs in the same period of 2022. Therefore, employee compensation and benefits expense attributable to those offices that existed in the same time periods of 2023 and 2022 increased by$56.1 million , or 12.2%. 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 producer compensation associated with revenue growth and (iii) the year-over-year increase of approximately$14.7 million in the value of deferred compensation liabilities driven by changes in the market prices of our employees' investment elections associated with our deferred compensation plan, with such amount substantially offset within other operating expenses as we hold assets to fund these liabilities that closely match the investment elections of our employees.
Other Operating Expenses
Other operating expenses represented 14.4% of total revenues for the first quarter of 2023 as compared to 14.0% for the first quarter of 2022. Other operating expenses for the first quarter of 2023 increased$33.9 million , or 26.7%, from the same period of 2022. The net increase included: (i)$27.0 million of other operating expenses related to stand-alone acquisitions that had no comparable costs in the same period of 2022; (ii) expenses of approximately$11.0 million to resolve a business matter during the first quarter of 2023 which is not considered to be normal, recurring or part of the ongoing operations; (iii) increased variable costs with travel and entertainment being the largest driver, partially offset by; (iv) the year-over-year decrease of approximately$14.7 million in the value of assets held to fund the associated liabilities within our deferred compensation plan, which was substantially offset within employee compensation and benefits as noted above.
Gain or Loss on Disposal
Gain on disposal for the first quarter of 2023 increased$5.5 million from the first quarter of 2022. The gains on disposal were due to activity associated with book of business sales. Although we do not routinely sell businesses or 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
Amortization expense for the first quarter of 2023 increased
33.1%, compared to the first quarter of 2022. 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
Depreciation expense for the first quarter of 2023 increased$1.8 million , or 22.2%, compared to the first quarter of 2022. 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 first quarter of 2023 increased$28.4 million , or 155.2%, compared to the first quarter of 2022. These increases were due to higher average debt balances resulting from debt issuance and bank financing in the first quarter of 2022 to fund the acquisitions ofOrchid, GRP , and BdB, as well as increases in the floating-rate benchmark used on our adjustable-rate debt.
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.
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As of March 31, 2023 and 2022, 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 months ended March 31, 2023 and 2022 were as follows:
Three months ended March 31,
(in millions) 2023 2022
Change in fair value of estimated acquisition
earn-out payables $ (4.2 ) $ (4.8 )
Interest expense accretion 1.9 1.4
Net change in earnings from estimated acquisition
earn-out payables $ (2.3 )
$ (3.4 )
For the three months endingMarch 31, 2023 , the fair value of estimated earn-out payables was re-evaluated and decreased by$4.2 million and decreased by$4.8 for the three months endingMarch 31, 2022 , which resulted in credits to the Condensed Consolidated Statements of Income, respectively. As ofMarch 31, 2023 , estimated acquisition earn-out payables totaled$254.2 million , of which$144.6 million was recorded as accounts payable and$109.6 million was recorded as other non-current liabilities.
Income Taxes
The effective tax rate on income from operations for the three months ended
increase was driven primarily by the lower tax benefit associated with
incremental vesting of restricted stock awards in the first quarter 2023 as
compared to the first quarter of 2022.
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RESULTS OF OPERATIONS - SEGMENT INFORMATION
As discussed in Note 12 to the Condensed Consolidated Financial Statements, we operate four reportable segments: Retail, National Programs, Wholesale Brokerage, and Services. On a segmented basis, changes in amortization, depreciation and interest expenses generally result from activity associated with acquisitions. Likewise, other revenues in each segment reflects net gains from miscellaneous income. As such, in evaluating the operational efficiency of a segment, management focuses on the Organic Revenue growth rate and EBITDAC Margin.
The reconciliation of commissions and fees included in the Condensed
Consolidated Statements of Income to Organic Revenue, a non-GAAP financial
measure, and the growth rates for Organic Revenue for the three months ended
2023 Retail (1) National Programs Wholesale Brokerage Services Total (in millions, except percentages) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Commissions and fees$ 712.2 $ 595.9 $ 228.4 $ 162.1 $ 123.1 $ 102.7 $ 44.3 $ 43.6 $ 1,108.0 $ 904.3 Total change$ 116.3 $ 66.3 $ 20.4 0.7$ 203.7 Total growth % 19.5 % 40.9 % 19.9 % 1.6 % 22.5 % Profit-sharing contingent commissions (15.4 ) (17.9 ) (7.9 ) (8.0 )
(3.5 ) (2.7 ) - - (26.8 ) (28.6 )
Core commissions
and fees
$ 696.8 $ 578.0 $ 220.5 $ 154.1 $
119.6
Acquisitions
(78.6 ) - (20.0 ) - (15.3 ) - - - (113.9 ) - Dispositions - (9.2 ) - (3.9 ) - (2.5 ) - - - (15.6 ) Foreign currency translation - (0.4 ) - (0.3 ) - - - - - (0.7 ) Organic Revenue (2)$ 618.2 $ 568.4 $ 200.5 $ 149.9 $ 104.3 $ 97.5 $ 44.3 $ 43.6 $ 967.3 $ 859.4 Organic Revenue growth (2)$ 49.8 $ 50.6 $ 6.8 $ 0.7 $ 107.9 Organic Revenue growth rate (2) 8.8 % 33.8 % 7.0 % 1.6 % 12.6 % (1) The Retail segment includes commissions and fees reported in the "Other" column of the Segment Information in Note 12 of this 10-Q of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items. (2) A non-GAAP financial measure.
The reconciliation of commissions and fees included in the Condensed
Consolidated Statements of Income to Organic Revenue, a non-GAAP financial
measure, and the growth rates for Organic Revenue for the three months ended
2022 Retail (1) National Programs Wholesale Brokerage Services Total (in millions, except percentages) 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 Commissions and fees$ 595.9 $ 521.7 $ 162.1 $ 154.6 $ 102.7 $ 90.7 $ 43.6 $ 47.0 $ 904.3 $ 814.0 Total change$ 74.2 $ 7.5 $ 12.0 $ (3.4 ) $ 90.3 Total growth % 14.2 % 4.9 % 13.2 % (7.2 )% 11.1 % Profit-sharing contingent commissions (17.9 ) (15.7 ) (8.0 ) (8.3 ) (2.7 ) (1.9 ) - - (28.6 ) (25.9 ) Core commissions and fees 578.0 506.0 154.1 146.3 100.0 88.8 43.6 47.0 875.7 788.1 Acquisition revenues$ (28.3 ) $ -$ (0.1 ) $ - $
(0.9 ) $ - $ - $ -$ (29.3 ) $ - Divested business - (0.7 ) - (1.2 ) - - - (0.5 ) - (2.4 ) Foreign currency translation - (0.7 ) - - - - - - - (0.7 ) Organic Revenue (2)$ 549.7 $ 504.6 $ 154.0 $ 145.1 $ 99.1 $ 88.8 $ 43.6 $ 46.5 $ 846.4 $ 785.0 Organic Revenue growth (2)$ 45.1 $ 8.9 $ 10.3 $ (2.9 ) $ 61.4 Organic Revenue growth rate (2) 8.9 % 6.1 % 11.6 % (6.2 )% 7.8 % (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. (2) A non-GAAP financial measure. 31 -------------------------------------------------------------------------------- The reconciliation of total revenues to Total Revenues - Adjusted, a non-GAAP measure, income before incomes taxes, included in the Condensed Consolidated Statement of Income, to EBITDAC, a non-GAAP measure, and EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin, a non-GAAP measure, and EBITDAC Margin - Adjusted, a non-GAAP measure, for the three months endedMarch 31, 2023 , including by segment, is as follows: National Wholesale (in millions) Retail Programs Brokerage Services Other Total Total Revenues$ 713.5 $ 229.8 $ 123.4 $ 44.3 $ 5.0 $ 1,116.0 Total Revenues - Adjusted(2) 713.5 229.8 123.4 44.3 5.0 1,116.0
Income before income taxes 210.2 73.3 31.2 5.2 (25.7 ) 294.2 Income Before Income Taxes Margin(1) 29.5 % 31.9 % 25.3 % 11.7 % NMF 26.4 % Amortization 27.4 10.0 2.7 1.3 - 41.4 Depreciation 4.3 3.0 0.7 0.4 1.5 9.9 Interest 21.8 9.8 2.7 0.4 12.0 46.7 Change in estimated acquisition earn-out payables (2.7 ) (0.2 ) 0.6 - - (2.3 ) EBITDAC(2) 261.0 95.9 37.9 7.3 (12.2 ) 389.9 EBITDAC Margin(2) 36.6 % 41.7 % 30.7 % 16.5 % NMF 34.9 % (Gain)/loss on disposal - (5.7 ) - - - (5.7 ) Acquisition/Integration Costs 2.8 0.1 0.1 - - 3.0 1Q23 Nonrecurring Cost - - - - 11.0 11.0 EBITDAC - Adjusted(2)$ 263.8 $ 90.3 $ 38.0 $ 7.3 $ (1.2 ) $ 398.2 EBITDAC Margin - Adjusted(2) 37.0 % 39.3 % 30.8 % 16.5 % NMF 35.7 % (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 The reconciliation of total revenues to Total Revenues - Adjusted, a non-GAAP measure, income before incomes taxes, included in the Condensed Consolidated Statement of Income, to EBITDAC - Adjusted, a non-GAAP measure, and Income Before Income Taxes Margin to EBITDAC Margin - Adjusted, a non-GAAP measure, for the three months endedMarch 31, 2022 , including by segment, is as follows: National Wholesale (in millions) Retail Programs Brokerage Services Other Total Total Revenues$ 596.4 $ 162.2 $ 102.9 $ 43.6 $ (0.4 ) $ 904.7 Foreign Currency Translation (0.4 ) (0.3 ) - - - (0.7 ) Total Revenues - Adjusted(2) 596.0 161.9 102.9 43.6 (0.4 ) 904.0 Income before income taxes 184.1 41.7 25.6 6.6 7.0 265.0 Income Before Income Taxes Margin(1) 30.9 % 25.7 % 24.9 % 15.1 % NMF 29.3 % Amortization 21.1 6.7 2.0 1.3 - 31.1 Depreciation 2.5 2.8 0.7 0.4 1.7 8.1 Interest 23.6 2.2 3.5 0.6 (11.6 ) 18.3 Change in estimated acquisition earn-out payables (3.7 ) 0.1 0.2 - - (3.4 ) EBITDAC(2) 227.6 53.5 32.0 8.9 (2.9 ) 319.1 EBITDAC Margin(2) 38.2 % 33.0 % 31.1 % 20.4 % NMF 35.3 % (Gain)/loss on disposal (0.2 ) - - - - (0.2 ) Acquisition/Integration Costs 2.3 0.3 0.4 - 1.4 4.4 Foreign Currency Translation (0.1 ) (0.1 ) - - - (0.2 ) EBITDAC - Adjusted(2)$ 229.6 $ 53.7 $ 32.4 $ 8.9 $ (1.5 ) $ 323.1 EBITDAC Margin - Adjusted(2) 38.5 % 33.2 % 31.5 % 20.4 % NMF 35.7 % (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 32
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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 F&I businesses. Approximately 77.3% of the Retail segment's commissions and fees revenue is commission based.
Financial information relating to our Retail segment for the three months ended
Three months ended March 31,
(in millions, except percentages) 2023 2022 %
Change
REVENUES
Core commissions and fees$ 697.4 $ 578.4 20.6 % Profit-sharing contingent commissions 15.4 17.9 (14.0 %) Investment income 0.2 - NMF Other income, net 0.5 0.1 NMF Total revenues 713.5 596.4 19.6 % EXPENSES Employee compensation and benefits 353.6 288.1 22.7 % Other operating expenses 98.9 80.9 22.2 % (Gain)/loss on disposal - (0.2 ) NMF Amortization 27.4 21.1 29.9 % Depreciation 4.3 2.5 72.0 % Interest 21.8 23.6 (7.6 %) Change in estimated acquisition earn-out payables (2.7 ) (3.7 ) NMF Total expenses 503.3 412.3 22.1 % Income before income taxes$ 210.2 $ 184.1 14.2 % Income Before Income Taxes Margin (1) 29.5 % 30.9 % EBITDAC - Adjusted (2)$ 263.8 $ 229.6 14.9 % EBITDAC Margin - Adjusted (2) 37.0 % 38.5 % Organic Revenue growth rate (2) 8.8 % 8.9 %
Employee compensation and benefits
relative to total revenues 49.6 % 48.3 %
Other operating expenses relative
to total revenues 13.9 % 13.6 % Capital expenditures$ 4.8 $ 1.6 200.0 % Total assets at March 31,$ 7,605.3 $ 4,903.9 (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 The Retail segment's total revenues for the three months endedMarch 31, 2023 increased 19.6%, or$117.1 million , as compared to the same period in 2022, to$713.5 million . The$119.0 million increase in core commissions and fees revenue was driven by: (i) approximately$78.6 million related to the core commissions and fees revenue from acquisitions that had no comparable revenues in the same period of 2022; (ii) an increase of$49.8 million related to net new and renewal business; (iii) an offsetting decrease from the impact of Foreign Currency Translation of($0.4) million ; and (iv) an offsetting decrease of$9.2 million related to commissions and fees recorded in 2022 from businesses since divested. Profit-sharing contingent commissions for the first quarter of 2023 decreased 14.0%, or$2.5 million , as compared to the same period in 2022, to$15.4 million . The Retail segment's total commissions and fees increased by 20.6%, and the Organic Revenue growth rate was 8.8% for the first quarter of 2023. 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 auto, personal lines home and auto, commercial and condo property, partially offset by continued premium rate reductions in workers' compensation. Income before income taxes for the three months endedMarch 31, 2023 increased 14.2%, or$26.1 million , as compared to the same period in 2022, to$210.2 million . The primary factors driving this increase were: (i) the profit associated with the net increase in revenue as described above, partially offset by (ii) amortization and depreciation expenses growing faster than total revenues. 33 -------------------------------------------------------------------------------- EBITDAC - Adjusted for the three months endedMarch 31, 2023 increased 14.9%, or$34.2 million , as compared to the same period in 2022, to$263.8 million . EBITDAC Margin - Adjusted for the three months endedMarch 31, 2023 decreased to 37.0% from 38.5% in the same period in 2022. The decrease in EBITDAC Margin - Adjusted was driven by: (i) increased variable operating expenses, which are largely travel and meeting related; (ii) the seasonality of profit associated with recent acquisitions and (iii) lower year-over-year profit-sharing contingent commissions. 34 --------------------------------------------------------------------------------
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. Businesses within this segment also operate our write-your-own flood insurance carrier, WNFIC and participate in two Captives. WNFIC's underwriting business consists of policies written under and fully ceded to the NFIP and excess flood and private flood policies which are fully reinsured in the private market. The Captives provide additional underwriting capacity and allow us to participate in underwriting results. The Company has traditionally participated in underwriting profits through profit-sharing contingent commissions. These Captives give us another way to continue to participate in underwriting results while limiting exposure to claims expenses. The Captives focus on property insurance for earthquake and wind exposed properties underwritten by certain managing general agents. The Captives limit the Company's exposure to claims expenses either through reinsurance or by participating in limited tranches of the underwriting risk. The National Programs segment operations can be grouped into five broad categories: Professional Programs, Personal Lines Programs, Commercial Programs, Public Entity-Related Programs and Specialty Programs. Approximately 76.1% of the National Programs segment's commissions and fees revenue is commission based.
Financial information relating to our National Programs segment for the three
months ended
Three months ended March 31,
(in millions, except percentages) 2023 2022 %
Change
REVENUES
Core commissions and fees$ 220.5 $ 154.1 43.1 % Profit-sharing contingent commissions 7.9 8.0 (1.3 )% Investment income 1.2 0.1 NMF Other income, net 0.2 - NMF Total revenues 229.8 162.2 41.7 % EXPENSES Employee compensation and benefits 88.1 73.4 20.0 % Other operating expenses 51.4 35.3 45.6 % (Gain)/loss on disposal (5.7 ) - NMF Amortization 10.0 6.7 49.3 % Depreciation 3.0 2.8 7.1 % Interest 9.8 2.2 NMF
Change in estimated acquisition
earn-out payables (0.1 ) 0.1 NMF Total expenses 156.5 120.5 29.9 % Income before income taxes$ 73.3 $ 41.7 75.8 % Income Before Income Taxes Margin (1) 31.9 % 25.7 % EBITDAC - Adjusted (2)$ 90.3 $ 53.7 68.2 % EBITDAC Margin - Adjusted (2) 39.3 % 33.2 % Organic Revenue growth rate (2) 33.8 % 6.1 %
Employee compensation and benefits
relative to total revenues 38.3 % 45.3 %
Other operating expenses relative
to total revenues 22.4 % 21.8 % Capital expenditures$ 4.9 $ 5.6 (12.5 %) Total assets at March 31,$ 3,675.2 $ 3,338.8 (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 The National Programs segment's total revenue for the three months endedMarch 31, 2023 increased 41.7%, or$67.6 million , as compared to the same period in 2022, to$229.8 million . The$66.4 million increased in core commissions and fees revenue was driven by: (i) approximately$50.6 million of net new, renewal business, and fee revenues; (ii)$20.0 million from acquisitions that had no comparable revenues in the same period of 2022; (iii) an offsetting decrease from the impact of Foreign Currency Translation of$0.3 million ; and (iv) an 35 -------------------------------------------------------------------------------- offsetting decrease of$3.9 million related to commissions and fees revenue from business divested in the preceding 12 months. Profit-sharing contingent commissions for the first quarter of 2023 decreased approximately$0.1 million or 1.3% as compared to the first quarter of 2022. The National Programs segment's total commissions and fees increased by 43.1%, and the Organic Revenue growth rate was 33.8% for the three months endedMarch 31, 2023 . The Organic Revenue growth was driven by strong new business and rate increases, good retention and modest exposure unit expansion, as well as claims revenue associated with Hurricane Ian.
Income before income taxes for the three months ended
75.8%, or
million
described below.
EBITDAC - Adjusted for the three months endedMarch 31, 2023 increased 68.2%, or$36.6 million , from the same period in 2022, to$90.3 million . EBITDAC Margin - Adjusted for the three months endedMarch 31, 2023 increased to 39.3% from 33.2% in the same period in 2022. EBITDAC - Adjusted grew due to total revenue growth and leveraging our expense base.
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. Approximately 84.9% of the Wholesale Brokerage segment's commissions and fees revenue is commission based.
Financial information relating to our Wholesale Brokerage segment for the three
months ended
Three months ended March 31,
(in millions, except percentages) 2023 2022 % Change
REVENUES
Core commissions and fees $ 119.6 $ 100.0 19.6 %
Profit-sharing contingent commissions 3.5 2.7 29.6 %
Investment income 0.2 0.1 100.0 %
Other income, net 0.1 0.1 - %
Total revenues 123.4 102.9 19.9 %
EXPENSES
Employee compensation and benefits 67.3 55.1 22.1 %
Other operating expenses 18.2 15.8 15.2 %
(Gain)/loss on disposal - - - %
Amortization 2.7 2.0 35.0 %
Depreciation 0.7 0.7 - %
Interest 2.7 3.5 (22.9 )%
Change in estimated acquisition
earn-out payables 0.6 0.2 200.0 %
Total expenses 92.2 77.3 19.3 %
Income before income taxes $ 31.2 $ 25.6 21.9 %
Income Before Income Taxes
Margin (1) 25.3 % 24.9 %
EBITDAC - Adjusted (2) $ 38.0 $ 32.4 17.3 %
EBITDAC Margin - Adjusted (2) 30.8 % 31.5 %
Organic Revenue growth rate (2) 7.0 % 11.6 %
Employee compensation and benefits
relative to total revenues 54.5 % 53.5 %
Other operating expenses relative to
total revenues 14.7 % 15.4 % Capital expenditures$ 0.4 $ 0.4 - % Total assets at March 31,$ 1,440.7 $ 1,124.8 (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 The Wholesale Brokerage segment's total revenues for the three months endedMarch 31, 2023 increased 19.9%, or$20.5 million , as compared to the same period in 2022, to$123.4 million . The$19.6 million net increase in core commissions and fees revenue was driven primarily by: (i)$6.8 million related to net new and renewal business; and (ii)$15.3 million related to the core commissions and fees revenue 36 -------------------------------------------------------------------------------- from acquisitions that had no comparable revenues in the same period of 2022; partially offset by (iii) a decrease of$2.5 million related to commissions and fees recorded in 2022 from a business since divested. Profit-sharing contingent commissions for the first quarter of 2023 increased$0.8 million compared to the first quarter of 2022. The Wholesale Brokerage segment's growth rate for total commissions and fees was 19.6%, and the Organic Revenue growth rate was 7.0% for the first quarter of 2023. The Organic Revenue growth rate was driven by good new business and retention. Income before income taxes for the three months endedMarch 31, 2023 increased 21.9%, or$5.6 million , as compared to the same period in 2022, to$31.2 million . The increase was due to: (i) the drivers of EBITDAC - Adjusted described below; (ii) lower intercompany interest expense and; (iii) decreased acquisition/integration costs; partially offset by (iv) higher amortization expenses; and (v) an increase in the change in estimated acquisition earn-out payables. EBITDAC - Adjusted for the three months endedMarch 31, 2023 increased 17.3%, or$5.6 million , as compared to the same period in 2022, to$38.0 million . EBITDAC Margin - Adjusted for the three months endedMarch 31, 2023 decreased to 30.8% from 31.5%, as compared to the same period in 2022. EBITDAC Margin - Adjusted decreased due to: (i) increased salary and related costs from incremental hiring as well as salary inflation; partially offset by (ii) total revenue growth; and (iv) higher profit-sharing contingent commissions.
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.
Financial information relating to our Services segment for the three months
ended
Three months ended March 31,
(in millions, except percentages) 2023 2022 % Change
REVENUES
Core commissions and fees $ 44.3 $ 43.6 1.6 %
Profit-sharing contingent commissions - - - %
Investment income - - - %
Other income, net - - - %
Total revenues 44.3 43.6 1.6 %
EXPENSES
Employee compensation and benefits 24.4 22.6 8.0 %
Other operating expenses 12.6 12.1 4.1 %
(Gain)/loss on disposal - - - %
Amortization 1.3 1.3 - %
Depreciation 0.4 0.4 - %
Interest 0.4 0.6 (33.3 )%
Change in estimated acquisition earn-out
payables - - - %
Total expenses 39.1 37.0 5.7 %
Income before income taxes $ 5.2 $ 6.6 (21.2 %)
Income Before Income Taxes Margin (1) 11.7 % 15.1 %
EBITDAC - Adjusted (2) $ 7.3 $ 8.9 (18.0 %)
EBITDAC Margin - Adjusted (2) 16.5 % 20.4 %
Organic Revenue growth rate (2) 1.6 % (6.2 )%
Employee compensation and benefits relative to
total
revenues 55.1 % 51.8 %
Other operating expenses relative to total
revenues 28.4 % 27.8 %
Capital expenditures $ 0.3 $ 0.2 50.0 %
Total assets at March 31, $ 285.0 $ 290.5
(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
37
--------------------------------------------------------------------------------
The Services segment's total revenues for the three months ended March 31, 2023
increased 1.6%, or $0.7 million , as compared to the same period in 2022, to
$44.3 million . The Services segment's Organic Revenue increased 1.6% for the
first quarter of 2023 driven primarily by higher claims from winter storms as
compared to the prior year.
Income before income taxes for the three months ended March 31, 2023 decreased
21.2%, or $1.4 million , as compared to the same period in 2022, to $5.2 million .
Income before income taxes decreased due to the drivers of EBITDAC - Adjusted
described below.
EBITDAC - Adjusted for the three months ended March 31, 2023 decreased 18.0%, or
$1.6 million , from the same period in 2022, to $7.3 million . EBITDAC Margin -
Adjusted for the three months ended March 31, 2023 decreased to 16.5% from 20.4%
in the same period in 2022. The decrease in EBITDAC and EBITDAC Margin was
driven primarily by the reduction in revenue, higher salary and related costs
along with certain one-time expenses.
Other
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 ofMarch 31, 2023 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 and thereafter. 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. OnMarch 31, 2022 , the Company entered into a Loan Agreement (the "Loan Agreement") which provided term loan capacity of$800.0 million . Additionally, the Company may, subject to satisfaction of certain conditions, including receipt of additional term loan commitments by new or existing lenders, increase either Term Loan Commitment under the existing Loan Agreement or the term loans issued thereunder or issue new tranches of term loans in an aggregate additional amount of up to$400.0 million . Including the expansion options under all existing credit agreements, the Company has access to up to$1.9 billion of incremental borrowing capacity as ofMarch 31, 2023 .
Contractual Cash Obligations
As of
Payments Due by Period
(in millions) Less than 1-3 4-5 After
Total 1 year years years 5 years
Long-term debt $ 3,958.8 $ 246.3 $ 950.0 $ 512.5 $ 2,250.0
Other liabilities 168.8 4.4 18.8 15.3 130.3
Operating leases (1) 267.3 52.4 94.1 59.2 61.6
Interest obligations 1,541.8 181.3 282.2 202.7 875.6
Maximum future acquisition
contingency payments (2) 535.9 289.5 240.2 6.2 -
Total contractual cash obligations
(3) $ 6,472.6 $ 773.9 $ 1,585.3 $ 795.9 $ 3,317.5
(1)
Includes
2023.
(2)
Includes$254.2 million of current and non-current estimated acquisition earn-out payables. Earn-out payables for acquisitions not denominated inU.S. dollars are measured at the current foreign exchange rate. Four of the estimated acquisition earn-out payables assumed in connection with the acquisition of GRP included provisions with no maximum potential earn-out amount. The amount recorded for these acquisitions as ofMarch 31, 2023 is$3.6 million . The Company deems a significant increase to this amount to be unlikely.
(3)
Does not include approximately
of
38 --------------------------------------------------------------------------------
Debt
Total debt atMarch 31, 2023 was$3,926.3 million net of unamortized discount and debt issuance costs, which was a decrease of$15.8 million compared toDecember 31, 2022 . The decrease includes: the scheduled principal payments related to our various existing floating-rate debt term notes in total of$16.9 million ; offset by the amortization of discounted debt related to our various unsecured Senior Notes, and debt issuance cost amortization of$1.0 million During the three months endedMarch 31, 2023 , the Company repaid$3.1 million of principal related to the Second Amended and Restated Credit Agreement term loan through the quarterly scheduled principal payments. The Second Amended and Restated Credit Agreement term loan had an outstanding balance of$231.3 million as ofMarch 31, 2023 . The Company's next scheduled principal payment is dueJune 30, 2023 and is equal to$3.1 million . During the three months endedMarch 31, 2023 , the Company repaid$7.5 million of principal related to the Term Loan Credit Agreement through quarterly scheduled principal payments. The Term Loan Credit Agreement had an outstanding balance of$202.5 million as ofMarch 31, 2023 . The Company's next scheduled principal payment is dueJune 30, 2023 and is equal to$7.5 million . During the three months endedMarch 31, 2023 , the Company repaid$6.3 million of principal related to the Term Loans issued under the Term A-2 Loan Commitment ("Term A-2 Loans") through quarterly scheduled principal payments. The Term A-2 Loans had an outstanding balance of$475.0 million as ofMarch 31, 2023 . The Company's next scheduled principal payment is dueJune 30, 2023 and is equal to$6.3 million . OnOctober 27, 2021 , the Company entered into an amended and restated credit agreement (the "Second Amended and Restated Credit Agreement") with the lenders named therein,JPMorgan Chase Bank, N.A . as administrative agent,Bank of America, N.A .,Truist Bank andBMO Harris Bank N.A . as co-syndication agents, andU.S. Bank National Association ,Fifth Third Bank , National Association,Wells Fargo Bank, National Association ,PNC Bank, National Association ,Morgan Stanley Senior Funding, Inc. andCitizens Bank, N.A. as co-documentation agents. The Second Amended and Restated Credit Agreement amended and restated the credit agreement datedApril 17, 2014 , among certain of such parties, as amended by that certain amended and restated credit agreement datedJune 28, 2017 (the "Original Credit Agreement"). The Second Amended and Restated Credit Agreement, among other certain terms, extended the maturity of the Revolving Credit Facility of$800.0 million and unsecured term loans associated with the agreement of$250.0 million toOctober 27, 2026 . At the time of the renewal, the Company added an additional$2.7 million in debt issuance costs related to the transaction. The Company carried forward$0.6 million of existing debt issuance costs related to the previous credit facility agreements while expensing$0.1 million in debt issuance costs due to certain lenders exiting the renewed facility agreement. OnFebruary 10, 2023 , the Company entered into Amendment No.1 ("Amendment") of the Second Amended and Restated Credit Agreement which provided that the overnight London Interbank Offered Rate ("LIBOR") should be replaced with a successor rate. The amendment also included additional terms and conditions for the Secured Overnight Financing Rate ("SOFR") loans and Risk-free Reference Rate ("RFR") loans. 39
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