XML 99 R13.htm IDEA: XBRL DOCUMENT
v3.24.3

INTANGIBLE ASSETS | 9 Months Ended
--- | ---
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract] |
INTANGIBLE ASSETS | INTANGIBLE ASSETS In April 2023, the Company purchased the assets of Ralph E. Wade Insurance Agency Inc. (“Wade”), which resulted in the Company recording an increase in customer lists intangible assets of $4.3 million. Immediately following the asset purchase, the Company sold 10.9% interest in the asset purchased from Wade to American Insurance Strategies, LLC (“AIS”) for a total consideration of $0.5 million. In May 2023, the Company purchased 50.1% of the assets of Luczkowski Insurance Agency Inc. (“Luczkowski”) and Jim Kelly Insurance Agency Inc. (“Kelly”), which resulted in the Company recording an increase in customer lists intangible assets of $0.6 million from the Luczkowski asset purchase and $1.1 million from the Kelly asset purchase. In October 2023, the Company purchased the assets of Jeff Kincaid Insurance Agency, Inc. (“Kincaid”), which resulted in the Company recording an increase in customer lists intangible assets of $11.8 million. In December 2023, the Company purchased the assets of Brinson, Inc. (“Brinson”), which resulted in the Company recording an increase in customer lists intangible assets of $2.0 million. In January 2024, the Company issued a total of 4,164 Class A common units to settle the equity component of the Kincaid and Brinson asset purchase considerations. The Company previously acquired partial interests in the assets of AIS, Luczkowski, and Kelly and operated them as corporate branches. In January 2024, the Company acquired the remaining interests in the assets of AIS, Luczkowski, and Kelly for a total purchase price of $5.2 million, converting them to wholly owned corporate branches. The Company paid the total purchase price related to these asset acquisitions through the issuance of equity. In January 2024, the Company acquired the assets of nine of its independent branches and converted those independent branches to corporate branches. The transactions resulted in the Company recording an increase in customer list intangible assets of $40.8 million. The Company issued equity and paid cash amounting to $20.4 million in settlement for the total purchase price. In addition to the acquisitions described above, the Company purchased customer lists intangible assets totaling $0.9 million for the nine months ended September 30, 2024 and $0.9 million for the year ended December 31, 2023, representing purchases of assets with annualized revenue of less than $0.5 million. The following table presents information about the Company’s intangible assets (in thousands):
| September 30, 2024 |  | December 31, 2023
| Customer Lists |  | Computer Software |  | Non-Compete Agreements |  | Total |  | Customer Lists |  | Computer Software |  | Non-Compete Agreements |  | Total
Cost |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance, beginning of period | $ | 48,997 |  |  | $ | 7,858 |  |  | $ | 275 |  |  | $ | 57,130 |  |  | $ | 29,177 |  |  | $ | 8,472 |  |  | $ | 275 |  |  | $ | 37,924 |
Additions(1) | 46,822 |  |  | 537 |  |  | — |  |  | 47,359 |  |  | 20,678 |  |  | 1,129 |  |  | — |  |  | 21,807 |
Disposals(2) | — |  |  | — |  |  | — |  |  | — |  |  | (858) |  |  | (1,743) |  |  | — |  |  | (2,601) |
Balance, end of period | 95,819 |  |  | 8,395 |  |  | 275 |  |  | 104,489 |  |  | 48,997 |  |  | 7,858 |  |  | 275 |  |  | 57,130 |
Accumulated amortization | 22,765 |  |  | 6,432 |  |  | 268 |  |  | 29,465 |  |  | 14,779 |  |  | 5,684 |  |  | 231 |  |  | 20,694 |
Net carrying amount, end of period | $ | 73,054 |  |  | $ | 1,963 |  |  | $ | 7 |  |  | $ | 75,024 |  |  | $ | 34,218 |  |  | $ | 2,174 |  |  | $ | 44 |  |  | $ | 36,436 |
| 2024 |  | 2023
| Customer Lists |  | Computer Software |  | Non-Compete Agreements |  | Total |  | Customer Lists |  | Computer Software |  | Non-Compete Agreements |  | Total
Three Months Ended September 30, |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Amortization expense | $ | 2,675 |  |  | $ | 240 |  |  | $ | 5 |  |  | $ | 2,920 |  |  | $ | 796 |  |  | $ | 253 |  |  | $ | 29 |  |  | $ | 1,078 |
Nine Months Ended September 30, |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Amortization expense | $ | 7,986 |  |  | $ | 747 |  |  | $ | 38 |  |  | $ | 8,771 |  |  | $ | 2,162 |  |  | $ | 894 |  |  | $ | 87 |  |  | $ | 3,143 |
(1)The acquired customer lists in 2024 and 2023 have a weighted average amortization period of 8 years. (2)For the three and nine months ended September 30, 2024, the Company recognized $0.02 million and $0.08 million gain on sale of customer lists, respectively. For both the three and nine months ended September 30, 2023, $0.01 million loss on sale of customer lists was recognized by the Company. The following table presents the future amortization for intangible assets as of September 30, 2024 (in thousands):
| Customer Lists |  | Computer Software |  | Non-Compete Agreements
Remainder of 2024 | $ | 2,670 |  |  | $ | 224 |  |  | $ | 4 |
2025 | 10,670 |  |  | 606 |  |  | 3 |
2026 | 10,613 |  |  | 497 |  |  | — |
2027 | 10,566 |  |  | 399 |  |  | — |
2028 | 10,530 |  |  | 212 |  |  | — |
Thereafter | 28,005 |  |  | 25 |  |  | — |
Total | $ | 73,054 |  |  | $ | 1,963 |  |  | $ | 7 |

X
- References No definition available. + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for all or part of the information related to intangible assets. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/350-30/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-4 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482665/350-30-50-3 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 985 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481283/985-20-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 985 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/985-20/tableOfContent + Details
Name: | us-gaap_IntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration