The Company completed two business combinations for an aggregate purchase price of $396.4 million during the six months ended June 30, 2022. In accordance with ASC Topic 805, Business Combinations (“Topic 805”), total consideration was first allocated to the fair value of assets acquired, including liabilities assumed, with the excess being recorded as goodwill. For financial statement purposes, goodwill is not amortized but rather is evaluated for impairment at least annually or more frequently if an event or change in circumstances occurs that indicates goodwill may be impaired. For tax purposes, goodwill is deductible and will be amortized over a period of 15 years.

•Westwood Insurance Agency (“Westwood”), a MainStreet Partner effective April 29, 2022, enhances the Company’s expertise and capabilities in embedded, tech-enabled homeowners’ insurance solutions.

•Venture Captive Management, LLC (“VCM”), a Specialty Partner effective June 3, 2022, expands the Company’s capabilities into captive management and alternative risk funding solutions for clients.

The recorded purchase price for business combinations includes an estimation of the fair value of contingent consideration obligations associated with potential earnout provisions, which are based on recurring revenue or the insured value of sourced homeowners’ insurance of Westwood. The contingent earnout consideration amounts identified in the tables below are measured at fair value within Level 3 of the fair value hierarchy as discussed further in Note 13. Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the condensed consolidated statements of comprehensive income (loss) when incurred.

The recorded purchase price for certain business combinations also includes an estimation of the fair value of equity interests, which is calculated based on the value of the Company’s Class A common stock on the closing date taking into account a discount for lack of marketability.

The operating results of these business combinations have been included in the condensed consolidated statements of comprehensive income (loss) since their respective acquisition dates. The Company recognized total revenues and net income from these business combinations of $18.2 million and $7.0 million, respectively, for each of the three and six months ended June 30, 2022.

Acquisition-related costs incurred in connection with these business combinations are recorded in other operating expenses in the condensed consolidated statements of comprehensive income (loss). The Company incurred acquisition-related costs from these business combinations of $1.9 million for the six months ended June 30, 2022.

Due to the complexity of valuing the consideration paid and the purchase price allocation and the timing of these activities, certain amounts included in the consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Specifically, the Company's valuations of premiums, commissions and fees receivable in accordance with Topic 606 are estimates subject to change based on relevant factors over the policy period. The valuations of intangible assets are also estimates based on assumptions of factors such as discount rates and growth rates. Accordingly, these assets are subject to measurement period adjustments as determined after the passage of time. Any measurement period adjustments related to prior period business combinations are reflected as current period adjustments in accordance with Topic 805.

The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the six months ended June 30, 2022.


(in thousands)	Westwood		VCM		Totals
Cash consideration paid	$	373,554	$	5,850	$	379,404
Fair value of contingent earnout consideration	12,724		674		13,398
Fair value of equity interest	—		1,870		1,870
Deferred payment	—		1,716		1,716
Total consideration	$	386,278	$	10,110	$	396,388

Cash	$	658	$	1,397	$	2,055
Restricted cash	50		—		50
Premiums, commissions and fees receivable	4,225		157		4,382
Other assets	392		566		958
Intangible assets	209,200		2,984		212,184
Goodwill	176,176		6,865		183,041
Total assets acquired	390,701		11,969		402,670
Premiums payable to insurance companies	(218)		—		(218)
Producer commissions payable	(2,488)		—		(2,488)
Accrued expenses and other current liabilities	(1,717)		(1,859)		(3,576)
Total liabilities acquired	(4,423)		(1,859)		(6,282)
Net assets acquired	$	386,278	$	10,110	$	396,388

Maximum potential contingent earnout consideration	$	15,000	$	1,250	$	16,250

The factors contributing to the recognition of goodwill are based on expanding business presence into new service markets, strategic benefits expected to be realized from acquiring the Partners’ assembled workforce and technology, in addition to other synergies gained from integrating the Partners’ operations into our consolidated structure.


(in thousands, except weighted-average lives)	Amount		Weighted-Average Life
Purchased customer accounts	$	18,550	20.0 years
Distributor relationships	159,800		20.0 years
Software	29,500		5.0 years
Trade names	4,334		5.0 years

Future annual estimated amortization expense over the next five years for intangible assets acquired in connection with business combinations during the six months ended June 30, 2022 is as follows:

The following pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Westwood and VCM occurred on January 1, 2021. This pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
(in thousands, except per share data)	2022		2021		2022		2021
Pro forma results:
Revenues	$	239,912	$	140,906	$	503,058	$	313,572
Net income (loss)	15,753		(21,759)		60,370		8,970
Net income (loss) attributable to BRP Group, Inc.	8,207		(10,731)		30,965		4,300

Basic earnings (loss) per share	$	0.15	$	(0.24)	$	0.55	$	0.10
Diluted earnings (loss) per share	$	0.14	$	(0.24)	$	0.52	$	0.09
Weighted-average shares of Class A common stock outstanding - basic	56,339		44,768		56,079		44,561
Weighted-average shares of Class A common stock outstanding - diluted	60,022		44,768		59,628		46,543